Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | LookSmart Group, Inc. | |
Entity Central Index Key | 1,641,129 | |
Document Type | 10-Q | |
Trading Symbol | LKST | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | Yes | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,768,851 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 109 | $ 207 |
Short-term investments | 36 | 36 |
Total cash, cash equivalents and short-term investments | 145 | 243 |
Trade accounts receivable, net | 634 | 810 |
Prepaid expenses and other current assets | 1,170 | 1,007 |
Total current assets | 1,949 | 2,060 |
Long-term investments | ||
Property and equipment, net | 1,627 | 2,061 |
Other assets, net | 418 | 418 |
Total assets | 3,994 | 4,539 |
Current liabilities: | ||
Short-term Notes Payable | 600 | 600 |
Trade accounts payable | 1,417 | 1,479 |
Accrued liabilities | 306 | 371 |
Deferred revenue and customer deposits | 766 | 767 |
Current portion of capital lease obligations | 3 | 16 |
Total current liabilities | 3,092 | 3,233 |
Long-term debt | 2,194 | 1,764 |
Long-term portion of deferred rent | ||
Total liabilities | 5,286 | 4,997 |
Commitment and contingencies | ||
Stockholders' equity: | ||
Convertible preferred stock, $0.001 par value; Authorized: 5,000 shares; Issued and Outstanding: none at June 30, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value; Authorized: 80,000 shares; Issued and Outstanding: 5,769 shares at both June 30, 2015 and December 31, 2014 | 6 | 6 |
Additional paid-in capital | 263,119 | 263,119 |
Accumulated other comprehensive loss | (653) | (691) |
Accumulated deficit | (263,515) | (262,643) |
Treasury stock at cost:130 shares at both June 30, 2015 and December 31, 2014 | (249) | (249) |
Total stockholders' equity | (1,292) | (458) |
Total liabilities and stockholders' equity | $ 3,994 | $ 4,539 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000 | 5,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, at par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 80,000 | 80,000 |
Common stock, issued | 5,769 | 5,769 |
Common stock, outstanding | 5,769 | 5,769 |
Treasury stock | 130 | 130 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 836 | $ 1,020 | $ 1,838 | $ 2,004 |
Cost of revenue | 507 | 412 | 1,085 | 864 |
Gross profit | 329 | 608 | 753 | 1,140 |
Operating expenses: | ||||
Sales and marketing | 113 | 295 | 276 | 703 |
Product development and technical operations | 509 | 631 | 857 | 1,333 |
General and administrative | 196 | 477 | 436 | 807 |
Restructuring charge | 217 | 9 | 293 | |
Total operating expenses | 818 | 1,620 | 1,578 | 3,136 |
Loss from operations | (489) | (1,012) | (825) | (1,996) |
Non-operating income (expense), net | ||||
Interest income | ||||
Interest expense | (10) | (1) | (31) | (1) |
Other income (expense), net | (3) | 20 | (1) | 16 |
Loss from operations before income taxes | (502) | (993) | (857) | (1,981) |
Income tax expense | ||||
Net loss | $ (502) | $ (993) | $ (857) | $ (1,981) |
Net loss per share - Basic and Diluted (in dollars per share) | $ (0.09) | $ (0.17) | $ (0.15) | $ (0.35) |
Weighted average shares outstanding used in computing basic and diluted net loss per share (in shares) | 5,722 | 5,722 | 5,722 | 5,709 |
CONSOLIDATED STATEMENTS OF COMP
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 | |
Consolidated Statements Of Comprehensive Loss | ||||
Net loss | $ (502) | $ (993) | $ (857) | $ (1,981) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (3) | (59) | (1) | 78 |
Unrealized loss on investments | 0 | |||
Change in accumulated other comprehensive loss | (59) | 78 | ||
Comprehensive loss | $ (505) | $ (1,052) | $ (858) | $ (1,903) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (857) | $ (1,981) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 475 | 588 |
Provision for doubtful accounts | ||
Share-based compensation | ||
Other non-cash charges | (38) | |
Deferred rent | (8) | (8) |
Deferred lease incentive | ||
Restructuring charge | 9 | |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 176 | (38) |
Prepaid expenses and other current assets | (163) | 85 |
Other current assets | ||
Trade accounts payable | (62) | 124 |
Accrued liabilities | (66) | 18 |
Deferred revenue and customer deposits | (1) | (191) |
Net cash used in operating activities | (535) | (1,403) |
Cash flows from investing activities: | ||
Purchase of investments | ||
Proceeds from sale of investments | 66 | |
Proceeds from sale of equipment | ||
Payments for property and equipment | ||
Purchase of intangible assets | (356) | |
Net cash provided by investing activities | (290) | |
Cash flows from financing activities: | ||
Principal payments of capital lease obligations | ||
Proceeds from short-term debt | ||
Proceeds from additional paid-in capital | 600 | |
Proceeds from long-term debt | 430 | 700 |
Payments for repurchase of common stock | ||
Net cash used in financing activities | 430 | 1,872 |
Effect of exchange rate changes on cash and cash equivalents | 7 | 7 |
Increase/(Decrease) in cash and cash equivalents | (98) | 186 |
Cash and cash equivalents, beginning of period | 207 | 305 |
Cash and cash equivalents, end of period | 109 | 491 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 32 | 1 |
Income taxes paid | ||
Supplemental disclosure of noncash activities: | ||
Assets acquired through capital lease obligations | ||
Change in unrealized gain (loss) on investments |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business LookSmart Group, Inc. (LookSmart or the Company) is a digital advertising solutions company that provides relevant solutions for search and display advertising customers. LookSmart operates in a large online advertising ecosystem serving ads that target user queries on partner sites. LookSmart offers search advertising customers targeted search via a monitored search advertising distribution network using the Companys AdCenter platform technology. The Companys search advertising network includes publishers and search advertising customers, including intermediaries and direct advertising customers and their agencies as well as self-service customers in the United States and certain other countries. LookSmart also offers advertisers the ability to buy graphical display advertising. LookSmarts trading desk personnel utilize DSP technology and licensed data from third party providers to buy targeted advertising on a real-time bidded basis. By leveraging our extensive historical search marketing network data along with performance data from a conversion pixel, LookSmart constructs models of the highest performing audiences, and targets them via exchange inventory. LookSmart offers its trading desk as a managed service. In addition, Looksmart, under its Clickable and Syncapse brands, allows customers to manage paid, owned and earned media by providing a suite of solutions for social media marketers that include publishing, monitoring, data storage, compliance, management, ad placement and analytics. Further, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. Lastly, in the fourth quarter of 2013 the Company began to make available a LookSmart-branded search engine. For parties submitting search queries, the Company offers free-of-charge search results ranked and presented based on proprietary algorithms. While early in its evolution, part of the Company's current search engine monetization strategy is to generate sponsored search results as a part of overall search results and provide links to paying advertisers websites. In September 2013, LookSmart purchased the Syncapse Technology Assets for $3 million from MNP Ltd., a Receiver appointed by Ontario Superior Court of Justice under the Appointment Order. Upon the completion of this transaction, the Company acquired a social media platform that allows enterprise customers the ability to publish, monitor and analyze their social media presence on paid, owned and earned media. The Company has begun to work with large international brands to assist them in creating, maintaining and analyzing their social media presence online. As a result of the Syncapse asset purchase, the Company is expanding its offerings to our current customer base. Our expanded offering allows LookSmarts traditional customers the ability to manage ad spend in both search and social platforms. The Company intends to partner with social media companies such as Facebook, Twitter, Pinterest and YouTube, as well as others, to offer customers the ability to maximize their ad spend in all relevant ad categories. In November of 2013, LookSmart acquired an approximately 10,000 square foot Data Center facility in Phoenix, Arizona. The Company had acquired the facility intending to use the Data Center to support its technology platforms. At present the Company does not need the Data Center for its core businesses and is evaluating other uses for the property. The Company may sell the property if that can occur on terms acceptable to management. In addition, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. On June 3, 2015, LookSmart Group, Inc. (LookSmart or the Company) was incorporated in the State of Nevada. LookSmart Group, Inc. was set-up to effect the spun-off from its predecessor, LookSmart Limited (Predecessor), as a result of a reverse merger and spin-off transaction (the Transaction) with Pyxis Tankers(Pyxis). The Predecessor completed the Transaction on October 28, 2015. For year to year comparisons, when we refer to the year 2015, we are referring to the Predecessor. Prior to the execution of the Merger Agreement, the Predecessor transferred all of its businesses, assets and liabilities to the Company in anticipation of the Spin-Off of Company from the Predecessor. The Company has assumed all liabilities of the Predecessor, and the liabilities of the Predecessors former subsidiaries. Upon completion of the Spin-Off, all of the Predecessors shares of the common stock were cancelled and the Company is 100% owned by the Predecessors stockholders of record as of the record date set for said distribution. As a result of the Spin-off, each share of the Predecessor received one share of LookSmart Group common stock. Following the merger, LookSmart Group had a total of 5,768,851 shares of common stock issued and outstanding. The Companys stock is traded in the OTCMarkets Pinksheets. On April 5, 2016 the Company completed the acquisition of the assets of Talkwheel.com, Inc. (Talkwheel) into the Companys subsidiary Clickable, Inc. (Clickable). Talkwheel had established a community analytics platform of web activity to unify and analyze a brands social media through a visually interactive community platform. During the three months ended June 30, 2016, the Company determined that Talkwheel had breached materially representations and warranties in the Asset Purchase Agreement dated February 11, 2016 (the Purchase Agreement) governing the purchase of Talkwheels assets. As a result Clickable terminated the Purchase Agreement and rescinded the transaction. Principles of Consolidation The Unaudited Consolidated Financial Statements as of June 30, 2016 and December 31, 2015, and for the three months ended June 30, 2016 and 2015, include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The accompanying Unaudited Consolidated Financial Statements as of June 30, 2016, and for the three months ended June 30, 2016 and 2015, reflect all adjustments that are normal and recurring in nature and, in the opinion of management, are necessary for a fair representation of the Companys financial position as of June 30, 2016 and the results of operations for the periods shown. These Unaudited Consolidated Financial Statements should be read in conjunction with the Companys Consolidated Financial Statements and Notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. The Consolidated Balance Sheet as of December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The results of operations for the interim period ended June 30, 2016 is not necessarily indicative of results to be expected for the full year. Use of Estimates and Assumptions The Unaudited Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, expenses, and contingent assets and liabilities during the reporting period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, new related events, and current economic conditions and information from third party professionals that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. In managements opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Investments The Company invests its excess cash primarily in debt instruments of high-quality corporate and government issuers. All highly liquid instruments with maturities at the date of purchase greater than ninety days are considered investments. All instruments with maturities greater than one year from the balance sheet date are considered long-term investments unless management intends to liquidate such securities in the current operating cycle. Such securities are classified as short-term investments. These securities are classified as available-for-sale and carried at fair value. Changes in the value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature. Except for declines in fair value that are not considered temporary, net unrealized gains or losses on these investments are reported in the Unaudited Consolidated Statements of Comprehensive Loss. The Company recognizes realized gains and losses upon sale of investments using the specific identification method. Fair Value of Financial Instruments The Companys estimate of fair value for assets and liabilities is based on a framework that establishes a hierarchy of the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect our significant market assumptions. The three levels of the hierarchy are as follows: Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that we have the ability to access. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data. Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use. Revenue Recognition Our online search advertising revenue is composed of per-click fees that we charge customers and profit sharing arrangements we enter with Intermediaries. The per-click fee charged for keyword-targeted listings is calculated based on the results of online bidding for keywords or page content, up to a maximum cost per keyword or page content set by the customer. The Company has profit-sharing agreements with several customers that call for the sharing of profits and losses. Profit sharing arrangements are governed by contractual agreements. Revenue from these profit-sharing agreements is reported net of the customers share of profit. Revenue also includes revenue share from licensing of private-labeled versions of our AdCenter Platform. Revenues associated with online advertising products, including Advertiser Networks, are generally recognized once collectability is established, delivery of services has occurred, all performance obligations have been satisfied, and no refund obligations exist. We pay distribution network partners based on clicks on the advertisers ad that are displayed on the websites of these distribution network partners. These payments are called Traffic Acquisition Costs (TAC) and are included in cost of revenue. The revenue derived from these arrangements that involve traffic supplied by distribution network partners is reported gross of the payment to the distribution network partners. This revenue is reported gross due to the fact that we are the primary obligors to the advertisers who are the customers of the advertising service. We also enter into agreements to provide private-labeled versions of our products, including licenses to the AdCenter platform technology. These license arrangements may include some or all of the following elements: revenue-sharing based on the publishers customers monthly revenue generated through the AdCenter application; upfront fees; minimum monthly fees; and other license fees. We recognize upfront fees over the term of the arrangement or the expected period of performance, other license fees over the term of the license, and revenue-sharing portions over the period in which such revenue is earned. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. We provide a provision against revenue for estimated reductions resulting from billing adjustments and customer refunds. The amounts of these provisions are evaluated periodically based upon customer experience and historical trends. The revenue allowance included in trade receivables, net is insignificant at both June 30, 2016 and December 31, 2015. Deferred revenue is recorded when payments are received in advance of performance in underlying agreements. Customer deposits are recorded when customers make prepayments for online advertising. The Company evaluates individual arrangements with customers to make a determination under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-45 Revenue Recognition Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers failing to make required payments. This valuation allowance is reviewed on a periodic basis. The review is based on factors including the application of historical collection rates to current receivables and economic conditions. Additional allowances for doubtful accounts are considered and recorded if there is deterioration in past due balances, if economic conditions are less favorable than the Company anticipated or for customer-specific circumstances, such as bankruptcy. The allowance for doubtful accounts included in trade accounts receivable, net is $0.8 million at both June 30, 2016 and December 31, 2015. Bad debt expense included in general and administrative expense was insignificant for the three months ended June 30, 2016 and 2015, respectively. Concentrations, Credit Risk and Credit Risk Evaluation Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. As of June 30, 2016 and December 31, 2015, the Company placed its cash equivalents and investments primarily through one financial institution, City National Bank (CNB), and mitigated the concentration of credit risk by placing percentage limits on the maximum portion of the investment portfolio which may be invested in any one investment instrument. The Company has not experienced any credit losses on these cash equivalents and investment accounts and does not believe it is exposed to any significant credit risk on these funds. The fair value of these accounts is subject to fluctuation based on market prices. Credit Risk, Customer and Vendor Evaluation Accounts receivable are typically unsecured and are derived from sales to customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for estimated credit losses. The Company applies judgment as to its ability to collect outstanding receivables based primarily on managements evaluation of the customers financial condition and past collection history and records a specific allowance. In addition, the Company records an allowance based on the length of time the receivables are past due. Historically, such losses have been within managements expectations. The following table reflects customers that accounted for more than 10% of net accounts receivable: Tables below correct? June 30, Dec 31, 2016 2015 Company 1 ** 13 % Company 2 ** 12 % Company 3 ** 11 % Company 4 ** 10 % Company 5 ** ** Company 6 ** ** Company 7 ** ** ** Less than 10% Revenue and Cost Concentrations The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States 92 % 96 % 91 % 94 % Europe, Middle East and Africa ** ** ** ** ** Less than 10% LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advertiser Networks 100 % 100 % 100 % 100 % Publisher Solutions 0 % 0 % 0 % 0 % For the three months ending June 30, 2016, no customer accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Company 1 12 % 18 % 13 % 12 % Company 2 ** ** ** ** Company 3 ** ** ** ** ** Less than 10% The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Distribution Partner 1 20 % 11 % 19 % 15 % Distribution Partner 2 13 % 11 % 15 % 10 % Distribution Partner 3 ** 10 % ** ** Distribution Partner 4 ** ** ** ** ** Less than 10% Property and Equipment Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the lease term. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in operating expenses. Maintenance and repairs are charged to expense as incurred. Expenditures that substantially increase an assets useful life are capitalized. In the fourth quarter of 2013, the Company acquired a 10,000 square foot data center facility in Phoenix, Arizona. This facility has allowed the Company to consolidate its data needs in a company-owned data center, and should allow for the expansion of its cloud-based offerings to its customers. Internal-Use Software Development Costs The Company capitalizes external direct costs of materials and services consumed in developing and obtaining internal-use computer software and the payroll and payroll-related costs for employees who are directly associated with and who devote time to developing the internal-use computer software. These costs are capitalized after certain milestones have been achieved and generally amortized over a three-year period once the project is placed in service. Management exercises judgment in determining when costs related to a project may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the amortization period for the capitalized costs, which is generally three years. The Company expects to continue to invest in internally developed software and to capitalize such costs in the future, although no such costs were capitalized in the three months ended June 30, 2016. Impairment of Long-Lived Assets The Company reviews long-lived assets held or used in operations, including property and equipment and internally developed software, for impairment in accordance with ASC 360-10 Impairment and Disposal of Long-Lived Assets The Company reviews assets for evidence of impairment annually at year-end and whenever events or changes in circumstances indicate the carrying values may not be recoverable. The impairment review requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations and changes in competition. Traffic Acquisition Costs The Company enters into agreements of varying durations with its distribution network partners that display the Companys listings ads on their sites in return for a percentage of the revenue-per-click that the Company receives when the ads are clicked on those partners sites. The Company also enters into agreements of varying durations with third party affiliates. These affiliate agreements provide for variable payments based on a percentage of the Companys revenue or based on a certain metric, such as number of searches or paid clicks. TAC expense is recorded in cost of revenue. Share-Based Compensation The Company recognizes share-based compensation costs for all share-based payment transactions with employees, including grants of employee stock options, restricted stock awards, and employee stock purchases related to the Employee Stock Purchase Plan, over the requisite service period based on their relative fair values. We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publicly traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Companys Consolidated Statements of Operations over the requisite service periods. In the first quarter of 2015, all remaining outstanding share options were surrendered, therefore there was no share-based compensation expense in the three or six months ended June 30, 2016. Share-based compensation expense, related to stock option grants and employee stock purchases, recognized were zero for the three months ended June 30, 2016, and were not significant for the three months ended June 30, 2015. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is determined at the end of each fiscal quarter, based on historical rates. The Company elected to adopt the alternative transition method for calculating the tax effects of share-based compensation to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee share-based compensation awards. Advertising Costs Advertising costs are charged to sales and marketing expenses as incurred and were insignificant and $0.01 in the three and six months ended June 30, 2016. Advertising costs were insignificant and $0.01 in the three and six months ended June 30, 2015, respectively Product Development Costs Research of new product ideas and enhancements to existing products are charged to expense as incurred. Income Taxes The Company accounts for income taxes using the liability method. Under the liability method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company records liabilities, where appropriate, for all uncertain income tax positions. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. Comprehensive Loss Other comprehensive loss as of June 30, 2016 and December 31, 2015, consists of unrealized gains and losses on marketable securities categorized as available-for-sale and foreign currency translation adjustments. Net Loss per Common Share Basic net loss per share is calculated using the weighted average shares of common stock outstanding, excluding treasury stock. Diluted net loss per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding, excluding treasury stock, during the period, using the treasury stock method for stock options. As a result of the Companys net loss position at both June 30, 2016 and 2015, there is no dilution. Segment Information The Company has one operating segment, online advertising. While the Company operates under one operating segment, management reviews revenue under two product offeringsAdvertiser Networks and Publisher Solutions. As of June 30, 2016 and December 31, 2015, the Companys accounts receivable and deferred revenue are primarily related to the online advertising segment. All long-lived assets are located in the United States and Canada. Adoption of New Accounting Standards On January 2, 2014 we adopted guidance issued by the Financial Accounting Standards Board (FASB), ASU 2013-04, Liabilities Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date On January 2, 2015, we adopted the guidance issued by the FASB, ASU 2015-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2015-09 (ASU 2015-09) " Revenue from Contracts with Customers |
Merger_Spin-off Reorganization
Merger/Spin-off Reorganization Transaction | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Merger/Spin-off Reorganization Transaction | 2. Merger/Spin-off Reorganization Transaction The Transaction On April 23, 2015, LookSmart, Ltd. (the Predecessor), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the Company; LookSmart Group, (the Company) a wholly owned subsidiary of the Predecesssor ; Pyxis Tankers Inc. (Pyxis); and a wholly owned subsidiary of Pyxis (Merger Sub). If the transactions contemplated by the Merger Agreement, which are subject to approval by the stockholders of the Company at a special meeting (the Meeting) of the Company, are completed: The Company will further amend its Amended Certificate of Incorporation to effect a reverse stock split (the Reverse Split) of its issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be determined by the Predecessors board of directors in its sole discretion; All of the business, assets and liabilities of the Predecessor will have been transferred to Company, and holders of record of the Predecessors common stock will receive a pro rata distribution of one share of Companys common stock for each share of the Predecessors common stock held as of the record date set for said distribution (the Spin-Off); The Predecessor will merge with and into Merger Sub, with Merger Sub surviving the merger and being a wholly owned subsidiary of Pyxis (the Merger); and Each share of the Predecessors common stock held by holders of record at the close of business on the date of the closing of the Merger will be cancelled and exchanged for the right to receive the number of share(s) of Pyxis common stock equal to $4,000,000 divided by a denominator equal to (i) the final closing price of a share of the Predecessors common stock (post-Reverse Split) on the date of the closing of the Merger, multiplied by (ii) the number of issued and outstanding shares of the Predecessors common stock (post-Reverse Split) as of the date that the Merger becomes effective. In addition, the Predecessor and Pyxis have each agreed to take such actions as are necessary, proper or advisable to consummate the Merger and have made certain other customary covenants in the Merger Agreement. Among other things, the Predecessor has agreed to the preparation and filing by Pyxis of a registration statement on Form F-4 in connection with the registration of the Pyxis common stock to be issued as result of the Merger, which registration statement will contain a joint proxy statement/prospectus to be sent to the stockholders of the Predecessor. The joint proxy statement/prospectus for the shareholder vote on the Merger has been filed with the Securities and Exchange Commission (the SEC), and the Staff of the SEC has returned comments thereon to the Predecessor and Pyxis, which are preparing responses to these comments. A special meeting of the Predecessors shareholders to vote on the Merger transactions was held on October 26 th As a result of the Merger, and subject to the terms and conditions of the Merger Agreement, Pyxis is expected to become a public company. Pyxis intends to apply to have its common stock listed on the Nasdaq Capital Market or the NYSE MKT under the symbol PXS. For additional information regarding Pyxis and the Merger transaction, see the Predecessors Current Report on Form 8-K dated April 23, 2015. Pyxis Tankers Inc. Pyxis Tankers Inc. is a newly formed international maritime transportation company with a focus on the tanker sector. At the consummation of the Merger with the Predecessor, Pyxis fleet will be comprised of six double hull product tankers with an average current age of four years and that are employed under a mix of short- and medium-term time charters and spot charters. Pyxis will acquire these six vessels prior to the Merger from an affiliate of its founder and chief executive officer, Mr. Valentis (Eddie) Valentis. Four of the vessels in the fleet will be medium-range, or MR, product tankers, three of which have eco-efficient or eco-modified designs and two will be short-range tanker sister ships. Each of the vessels in the fleet is capable of transporting refined petroleum products, such as naphtha, gasoline, jet fuel, kerosene, diesel and fuel oil, as well as other liquid bulk items, such as vegetable oils and organic chemicals. Spin-Off Prior to the execution of the Merger Agreement, the Predecessor transferred all of its businesses, assets and liabilities to the Company in anticipation of the Spin-Off of Company from the Predecessor. The Company has assumed all liabilities of the Predecessor, and the liabilities of the Predecessors former subsidiaries, and has agreed to indemnify Pyxis for losses relating to all of the liabilities of the Predecessor and its former subsidiaries. Upon completion of the Spin-Off, all of the Predecessors shares of the common stock shall be cancelled and Company shall be 100% owned by the Predecessors stockholders of record as of the record date set for said distribution. The Make Whole Record Date In the event that subsequent to the Merger, Pyxis completes a financing which results in gross proceeds to Pyxis of at least $5,000,000 (a Future Pyxis Offering Consideration Value Make Whole Record Date In addition, should Pyxis fail to complete a Future Pyxis Offering within a date which is 3 years from the date of the closing of the Merger, each holder of the Predecessors common stock who has held such stock continuously from the date of the Make Whole Record Date until the expiration of such 3 year period (the Legacy LS Stockholders Voting Agreement In connection with their entry into the Merger Agreement, the Predecessor, Pyxis and Michael Onghai, entered into a voting agreement, which is referred to herein as the Voting Agreement Closing The Predecessor completed the Transaction with Pyxis on October 28 th Prior to the execution of the Merger Agreement, the Predecessor transferred all of its businesses, assets and liabilities to the Company in anticipation of the Spin-Off of Company from the Predecessor. The Company has assumed all liabilities of the Predecessor, and the liabilities of the Predecessors former subsidiaries. Upon completion of the Spin-Off, all of the Predecessors shares of the common stock shall be cancelled and Company shall be 100% owned by the Predecessors stockholders of record as of the record date set for said distribution. As a result of the Spin-off, each share of the Predecessor received one share of LookSmart Group common stock. Following the merger, LookSmart Group had a total of 5,768,851 shares of common stock issued and outstanding. The Company is in the process of applying to be traded in the OTC Markets or the Pinksheets. In addition, in connection with the reverse merger with Pyxis, the Predecessor consummated a 1 to .1512 reverse split, thereby reducing the number of its shares outstanding from 5,768,851 to 872,036. Each post-split share of the Predecessor was cancelled and exchanged for the right to receive 1.0667 shares of Pyxis common stock. Following the reverse merger, Pyxis had a total of 18,244,671 shares (giving effect to rounding up on fractional shares) of common stock issued and outstanding. |
Cash and Available for Sale Sec
Cash and Available for Sale Securities | 6 Months Ended |
Jun. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Available for Sale Securities | 3. Cash and Available for Sale Securities The following table summarizes the Companys cash and available-for-sale securities amortized cost and estimated fair value by significant investment category as of June 30, 2016, and December 31, 2015 ( in thousands Amortized Cost and Estimated Fair June 30, December 31, 2016 2015 Cash and cash equivalents: Cash $ 109 $ 207 Cash equivalents Money market mutual funds - - Commercial paper - - Total cash equivalents - - Total cash and cash equivalents 109 207 Short-term investments: Corporate bonds - - Certificates of deposit 36 - Commercial paper - 29 Other commodities - 7 Collateralized debt obligations - - Total short-term investments 36 36 Long-term investments: Certificates of deposit - - Total long-term investments - - Total cash, and cash equivalents, short-term and long-term investments $ 145 $ 243 The contractual maturities of cash equivalents and short-term investments at June 30, 2016, and December 31, 2015, were less than one year. There were no long-term investments at June 30, 2016 and December 31, 2015. The Company typically invests in highly rated securities and its policy generally limits the amount of credit exposure to any one issuer. When evaluating the investments for other-than-temporary impairment, the Company reviews such factors as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer, and the Companys intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investments amortized cost basis. During the three months ended June 30, 2016 and 2015, the Company did not recognize any impairment charges on outstanding investments. As of June 30, 2016, the Company does not consider any of its investments to be other-than-temporarily impaired. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consist of the following at June 30, 2016, and December 31, 2015 ( in thousands June 30, 2016 December 31, 2015 Cost Accumulated Net Book Cost Accumulated Net Book Computer equipment $ 1,097 $ (953 ) $ 144 $ 1,082 $ (829 ) $ 253 Furniture and fixtures 21 (9 ) 12 22 (7 ) 15 Software 2,552 (2,260 ) 292 2,294 (1,714 ) 580 Building and Leasehold improvements 541 (117 ) 424 541 (90 ) 451 Land and Buildings 797 (43 ) 754 797 (35 ) 762 Total $ 5,009 $ (3,383 ) $ 1,626 $ 4,736 $ (2,675 ) $ 2,061 Depreciation expense on property and equipment for the three and six months ended June 30, 2016, including property and equipment under capital lease at June 30, 2016, was $0.3 million and $0.5 million respectively, and is recorded in operating expenses. Depreciation expense on property and equipment for the three and six months ended June 30, 2015, including property and equipment under capital lease at June 30, 2015, was $0.3 million and $0.6 million respectively, and is recorded in operating expenses. Equipment under capital lease at June 30, 2016 totaled $0 million. Equipment under capital lease at June 30, 2015 totaled $0.1 million. In November of 2013, LookSmart acquired an approximately 10,000 square foot Data Center facility in Phoenix, Arizona. The Company had acquired the facility intending to use the Data Center to support its technology platforms. At present the Company does not need the Data Center for its core businesses and is evaluating other uses for the property. The Company may sell the property if that can occur on terms acceptable to management. |
Other Assets
Other Assets | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Other Assets | 5. Other Assets The Companys other assets are as follows at June 30, 2016, and December 31, 2015 ( in thousands June 30, 2016 December 31, 2015 Gross Accumulated Net Book Gross Accumulated Net Book Other assets $ 418 - $ 418 $ 418 - $ 418 Total $ 418 - $ 418 $ 418 - $ 418 |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consisted of the following as of June 30, 2016, and December 31, 2015 ( in thousands): June 30, December 31, 2016 2015 Accrued distribution and partner costs $ (30 ) $ 5 Accrued compensation and related expenses 56 91 Accrued professional service fees 68 68 Other 212 207 Capital lease obligation (Note 7) - - Total accrued liabilities $ 306 $ 371 |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | 7. Restructuring Charges In August 2012, the Company entered into an agreement to sublease its office space in San Francisco under terms generally equivalent to its existing commitment. This lease ended on December 31, |
Capital Lease and Other Obligat
Capital Lease and Other Obligations | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Capital [Abstract] | |
Capital Lease and Other Obligations | 8. Capital Lease and Other Obligations Capital lease and other obligations consist of the following at June 30, 2016, and December 31, 2015 ( in thousands): June 30, December 31, 2016 2015 Capital lease obligations $ 3 $ 16 Deferred rent - 14 Notes Payable 2,180 1,750 Total capital lease and other obligations 2,183 1,780 Less: current portion of capital lease obligations (3 ) (16 ) Capital lease and other obligations, net of current portion $ 2,180 $ 1,764 Refer to Note 8 for future minimum payment details. Other Obligations From December 2014 to March 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate amount of $0.6 million. The Company incorrectly stated the amount of the funds advanced as $0.75 million in its Annual Report on Form 10-K for the year ended December 31, 2014, but does not consider such misstatement material. The Companys Chief Executive Officer, Michael Onghai is the manager of Snowy August Management LLC. The Company intends to repay in full such funds to Snowy August Management LLC. From April 2015 to June 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate amount of $0.1 million. On June 5, 2015, LookSmart Group obtained a 12 month loan from Inca Capital in the amount of $0.6 million collateralized by our data center facility in Phoenix, Arizona. The interest-only loan carries an interest rate of 10.5%. The loans maturity date is May 30, 2016. This loan was extended for 6 months on June 1, 2016. From July 2015 to September 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate of $0.25 million From September 2015 to December 2015, Snowy August Management LLC advanced certain funds to the Company in the aggregate of $0.95 million From January 2016 to March 2016, Snowy August Management LLC advanced certain funds to the Company in the aggregate of $0.2 million. From March 2016 to June 2016, Snowy August Management LLC advanced certain funds to the Company in the aggregate of $0.23 million |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies As of June 30, 2016, future minimum net payments under all operating leases are as follows ( in thousands Capital Operating Total Six months ending December 31, 2015 $ - $ - Years ending December 31, 2016 16 - - 2017 - - - 2018 - - - Total minimum net payments $ 16 $ - $ - Less: amount representing interest - Present value of net minimum payments 16 Less: current portion - Long-term portion of capital lease obligations $ 16 Operating Leases The Company entered into a 30-month operating lease agreement for various network operating equipment beginning in the fourth quarter of 2013. Rent expense under all operating leases was not significant for each of the three months ended June 30, 2016 and 2015, respectively. Letters of Credit The company had an outstanding standby letter of credit issued by City National Bank (CNB) of approximately $0.1 million at December 30, 2014, related to security of the subleased corporate office lease and secured by a money market account held at CNB. In February 2015, the Company cancelled this letter of credit upon release by the Lessor. Guarantees and Indemnities During its normal course of business, the Company has made certain guarantees, indemnities and commitments under which it may be required to make payments in relation to certain transactions. These indemnities include intellectual property and other indemnities to the Companys customers and distribution network partners in connection with the sales of its products, and indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease. Officer and Director Indemnification The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving, at the Companys request, in such capacity, to the maximum extent permitted under the laws of the State of Delaware. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. However, the Company maintains directors and officers insurance coverage that may contribute, up to certain limits, a portion of any future amounts paid, for indemnification of directors and officers. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. Historically, the Company has not incurred any losses or recorded any liabilities related to performance under these types of indemnities. Legal Proceedings The Company is otherwise involved, from time to time, in various other legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, the Company does not expect resolution of these matters to have a material adverse impact on its consolidated results of operations, cash flows or financial position unless stated otherwise. However, an unfavorable resolution of a matter could, depending on its amount and timing, materially affect its results of operations, cash flows or financial position in a future period. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense costs, diversion of management resources and other factors. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' equity: | |
Stockholders' Equity | 10. Stockholders Equity Share-Based Compensation Stock Option Plans In December 1997, the Company approved the 1998 Stock Option Plan (the 1998 Plan). In June 2007, the stockholders approved the LookSmart 2007 Equity Incentive Plan (the 2007 Plan). Under the 2007 Plan, the Company may grant incentive stock options, nonqualified stock options, stock appreciation rights and stock rights to employees, directors and consultants. Share-based incentive awards are provided under the terms of these two plans (collectively, the Plans). The Compensation Committee of the Board of Directors administers the Companys Plans. Awards under the Plans principally include at-the-money options and fully vested restricted stock. Outstanding stock options generally become exercisable over a four-year period from the grant date and have a term of seven years. Grants can only be made under the 2007 Plan. The 1998 Plan is closed to further share issuance and all options have expired or been forfeited as of March 31, 2015. The number of shares issued or reserved for issuance under the 2007 Plan was 1.2 million and 1.4 million shares of common stock as of June 30, 2016 and December 31, 2015, respectively. Share-based compensation expense recorded during three months ended June 30, 2016, and 2015 was included in the Companys Unaudited Consolidated Statements of Operations as follows (in thousands) Three Months Ended June 30, Six Months Ended June 30 2016 2015 2016 2015 Sales and marketing $ - $ - $ - $ - Product development and technical operations - - - - General and administrative - - - - Total share-based compensation expense $ - $ - $ - $ - Total unrecognized share-based compensation expense related to share-based compensation arrangements at June 30, 2016 was zero. The total fair value of equity awards vested during the three months ended June 30, 2016 was zero. The total fair value of equity awards vested during the three months ended March 31, 2015, was zero. Option Awards Stock option activity under the Plans during the three months ended June 30, 2016 is as follows: Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) (in years) (in thousands) Options outstanding at December 31, 2013 25 $ 4.16 4.67 $ - Granted - - Exercised - - Expired - - Forfeited (20 ) 3.90 Options outstanding at March 31, 2015 5 $ 5.27 2.93 - Granted - - Exercised - - Expired - - Forfeited - - Options outstanding at June 30, 2015 5 $ 5.27 2.67 $ - Vested and expected to vest at June 30, 2015 4 $ 5.32 0.41 $ - Exercisable at June 30, 2015 4 $ 5.44 0.36 $ - The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value (the difference between the market price of the Companys stock on the last trading day of the period and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holder had all option holders exercised their options at quarter-end. The intrinsic value amount changes with changes in the fair market value of the Companys stock. In the first quarter of 2015, all remaining outstanding share options were surrendered. There are no stock options outstanding as of June 30, 2016. Stock Awards The Company did not issue restricted stock during the three months ended June 30, 2016 and 2015. Employee Stock Purchase Plan On July 14, 2009, the 2009 Employee Stock Purchase Plan (the ESPP) was approved by the shareholders and authorized to issue up to 500 thousand shares of Common Stock to employees. Substantially all employees may purchase the Companys common stock through payroll deductions at 85 percent of the lower of the fair market value at the beginning or end of the offering period. Each offering and purchase period is six months. ESPP contributions are limited to a maximum of 15% of an employees eligible compensation, and ESPP participants are limited to purchasing a maximum of 5,000 shares per purchase period. On February 15, 2013, the ESPP was suspended pending a review by the Companys Board of Directors of all equity incentive arrangements. Share-based compensation expense for the ESPP was zero in the three months ended June 30, 2016 and insignificant in the three months ended March 31, 2015. As of June 30, 2016, 28 thousand shares (adjusted for the 3:1 reverse split in November 2013) have been issued under the 2009 Plan. In the first quarter of 2015, all remaining outstanding share options were surrendered, Share-Based Compensation Valuation Assumptions We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publically traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. No options were granted in the first six months of 2016 or 2015, therefore no weighted average assumptions are included here. Share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest and has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Exercise of Employee and Director Stock Options and Purchase Plans There were no options exercised in the three and six months ended June 30, 2016 and 2015. The Company issues new shares of common stock upon exercise of stock options. No income tax benefits have been realized from exercised stock options. Repurchase of Equity Securities by the Company There were no shares repurchased during the three months ended June 30, 2016. Approximately 98,000 shares were purchased at an average price of $1.78 per share under the program in the year ended December 31, 2014, and recorded as Treasury Stock at cost totaling approximately $0.17 million. Additional Paid-in Capital Paid-in Capital increased by $0.6 million. This increase is due to the $0.6 million the Predecessor received from privately-held Pyxis Tankers Inc. (Pyxis) associated with the announcement in April 2015 that LookSmart, Ltd. (the Predecessor) and privately-held Pyxis Tankers Inc. ("Pyxis") entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby Pyxis will become a publicly listed company as a result of the merger between LookSmart, Ltd. ("Predecessor") and into Pyxis' wholly-owned subsidiary, Maritime Technologies Corp., a Delaware corporation. On the effective date of the merger, in addition, LookSmart will spin off its existing business into a new entity called LookSmart Group, Inc. (LookSmart or "Company"). |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements Fair Value of Financial Assets The Companys financial assets measured at fair value on a recurring basis subject to disclosure requirements at June 30, 2016, and December 31, 2015 were as follows ( in thousands Balance at Quoted Prices in Significant Inputs Significant Cash equivalents: Money market mutual funds $ - $ 1 $ - $ - Total cash equivalents - 1 - - Short-term investments: Certificates of deposit 36 - 36 - Other commodities 0 - - - Total short-term investments 36 - 36 - Total financial assets measured at fair value $ 36 $ 1 $ 36 $ - Balance at Quoted Prices Significant Significant Cash equivalents: Money market mutual funds $ - $ - $ - $ - Total cash equivalents - - - - Short-term investments: Commercial Paper 29 - 29 - Other Commodities 7 - 7 - Total short-term investments 36 - 36 - Total financial assets measured at fair value $ 36 $ 1 $ 36 $ - The Company held no Level 3 investments at June 30, 2016 and at December 31, 2015. Investments For investments that have quoted market prices in active markets, the Company uses the quoted market prices as fair value and includes these prices in the amounts disclosed in Level 1 of the hierarchy. The Company receives the quoted market prices from a third party, nationally recognized pricing service (pricing service). When quoted market prices are unavailable, the Company utilizes a pricing service to determine a single estimate of fair value, which is mainly for its fixed maturity investments. The fair value estimates provided from this pricing service are included in the amount disclosed in Level 2 of the hierarchy. The Company bases all of its estimates of fair value for assets on the bid price as it represents what a third party market participant would be willing to pay in an arms length transaction. The Company validates the prices received from the pricing service using various methods including, applicability of Federal Deposit Insurance Corporation or other national government insurance or guarantees, comparison of proceeds received on individual investments subsequent to reporting date, prices received from publicly available sources, and review of transaction volume data to confirm the presence of active markets. The Company does not adjust the prices received from the pricing service unless such prices are determined to be inconsistent. At June 30, 2016 and December 31, 2015, the Company did not adjust prices received from the pricing service. Trade accounts receivable, net: Trade accounts payable and accrued liabilities: |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business LookSmart Group, Inc. (LookSmart or the Company) is a digital advertising solutions company that provides relevant solutions for search and display advertising customers. LookSmart operates in a large online advertising ecosystem serving ads that target user queries on partner sites. LookSmart offers search advertising customers targeted search via a monitored search advertising distribution network using the Companys AdCenter platform technology. The Companys search advertising network includes publishers and search advertising customers, including intermediaries and direct advertising customers and their agencies as well as self-service customers in the United States and certain other countries. LookSmart also offers advertisers the ability to buy graphical display advertising. LookSmarts trading desk personnel utilize DSP technology and licensed data from third party providers to buy targeted advertising on a real-time bidded basis. By leveraging our extensive historical search marketing network data along with performance data from a conversion pixel, LookSmart constructs models of the highest performing audiences, and targets them via exchange inventory. LookSmart offers its trading desk as a managed service. In addition, Looksmart, under its Clickable and Syncapse brands, allows customers to manage paid, owned and earned media by providing a suite of solutions for social media marketers that include publishing, monitoring, data storage, compliance, management, ad placement and analytics. Further, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. Lastly, in the fourth quarter of 2013 the Company began to make available a LookSmart-branded search engine. For parties submitting search queries, the Company offers free-of-charge search results ranked and presented based on proprietary algorithms. While early in its evolution, part of the Company's current search engine monetization strategy is to generate sponsored search results as a part of overall search results and provide links to paying advertisers websites. In September 2013, LookSmart purchased the Syncapse Technology Assets for $3 million from MNP Ltd., a Receiver appointed by Ontario Superior Court of Justice under the Appointment Order. Upon the completion of this transaction, the Company acquired a social media platform that allows enterprise customers the ability to publish, monitor and analyze their social media presence on paid, owned and earned media. The Company has begun to work with large international brands to assist them in creating, maintaining and analyzing their social media presence online. As a result of the Syncapse asset purchase, the Company is expanding its offerings to our current customer base. Our expanded offering allows LookSmarts traditional customers the ability to manage ad spend in both search and social platforms. The Company intends to partner with social media companies such as Facebook, Twitter, Pinterest and YouTube, as well as others, to offer customers the ability to maximize their ad spend in all relevant ad categories. In November of 2013, LookSmart acquired an approximately 10,000 square foot Data Center facility in Phoenix, Arizona. The Company had acquired the facility intending to use the Data Center to support its technology platforms. At present the Company does not need the Data Center for its core businesses and is evaluating other uses for the property. The Company may sell the property if that can occur on terms acceptable to management. In addition, LookSmart offers publishers licensed private-label search advertiser network solutions based on its AdCenter platform technology (Publisher Solutions). Publisher Solutions consist of hosted auction-based ad serving with an ad backfill capability that allows publishers and portals to manage their advertiser relationships, distribution channels and accounts. On June 3, 2015, LookSmart Group, Inc. (LookSmart or the Company) was incorporated in the State of Nevada. LookSmart Group, Inc. was set-up to effect the spun-off from its predecessor, LookSmart Limited (Predecessor), as a result of a reverse merger and spin-off transaction (the Transaction) with Pyxis Tankers(Pyxis). The Predecessor completed the Transaction on October 28, 2015. For year to year comparisons, when we refer to the year 2015, we are referring to the Predecessor. Prior to the execution of the Merger Agreement, the Predecessor transferred all of its businesses, assets and liabilities to the Company in anticipation of the Spin-Off of Company from the Predecessor. The Company has assumed all liabilities of the Predecessor, and the liabilities of the Predecessors former subsidiaries. Upon completion of the Spin-Off, all of the Predecessors shares of the common stock were cancelled and the Company is 100% owned by the Predecessors stockholders of record as of the record date set for said distribution. As a result of the Spin-off, each share of the Predecessor received one share of LookSmart Group common stock. Following the merger, LookSmart Group had a total of 5,768,851 shares of common stock issued and outstanding. The Companys stock is traded in the OTCMarkets Pinksheets. On April 5, 2016 the Company completed the acquisition of the assets of Talkwheel.com, Inc. (Talkwheel) into the Companys subsidiary Clickable, Inc. (Clickable). Talkwheel had established a community analytics platform of web activity to unify and analyze a brands social media through a visually interactive community platform. During the three months ended June 30, 2016, the Company determined that Talkwheel had breached materially representations and warranties in the Asset Purchase Agreement dated February 11, 2016 (the Purchase Agreement) governing the purchase of Talkwheels assets. As a result Clickable terminated the Purchase Agreement and rescinded the transaction. |
Principles of Consolidation | Principles of Consolidation The Unaudited Consolidated Financial Statements as of June 30, 2016 and December 31, 2015, and for the three months ended June 30, 2016 and 2015, include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying Unaudited Consolidated Financial Statements as of June 30, 2016, and for the three months ended June 30, 2016 and 2015, reflect all adjustments that are normal and recurring in nature and, in the opinion of management, are necessary for a fair representation of the Companys financial position as of June 30, 2016 and the results of operations for the periods shown. These Unaudited Consolidated Financial Statements should be read in conjunction with the Companys Consolidated Financial Statements and Notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2015. The Consolidated Balance Sheet as of December 31, 2015 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States (GAAP) for complete financial statements. The results of operations for the interim period ended June 30, 2016 is not necessarily indicative of results to be expected for the full year. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The Unaudited Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, expenses, and contingent assets and liabilities during the reporting period. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, new related events, and current economic conditions and information from third party professionals that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. In managements opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. |
Investments | Investments The Company invests its excess cash primarily in debt instruments of high-quality corporate and government issuers. All highly liquid instruments with maturities at the date of purchase greater than ninety days are considered investments. All instruments with maturities greater than one year from the balance sheet date are considered long-term investments unless management intends to liquidate such securities in the current operating cycle. Such securities are classified as short-term investments. These securities are classified as available-for-sale and carried at fair value. Changes in the value of these investments are primarily related to changes in interest rates and are considered to be temporary in nature. Except for declines in fair value that are not considered temporary, net unrealized gains or losses on these investments are reported in the Unaudited Consolidated Statements of Comprehensive Loss. The Company recognizes realized gains and losses upon sale of investments using the specific identification method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys estimate of fair value for assets and liabilities is based on a framework that establishes a hierarchy of the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect our significant market assumptions. The three levels of the hierarchy are as follows: Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that we have the ability to access. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data. Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our assumptions about the assumptions that market participants would use. |
Revenue Recognition | Revenue Recognition Our online search advertising revenue is composed of per-click fees that we charge customers and profit sharing arrangements we enter with Intermediaries. The per-click fee charged for keyword-targeted listings is calculated based on the results of online bidding for keywords or page content, up to a maximum cost per keyword or page content set by the customer. The Company has profit-sharing agreements with several customers that call for the sharing of profits and losses. Profit sharing arrangements are governed by contractual agreements. Revenue from these profit-sharing agreements is reported net of the customers share of profit. Revenue also includes revenue share from licensing of private-labeled versions of our AdCenter Platform. Revenues associated with online advertising products, including Advertiser Networks, are generally recognized once collectability is established, delivery of services has occurred, all performance obligations have been satisfied, and no refund obligations exist. We pay distribution network partners based on clicks on the advertisers ad that are displayed on the websites of these distribution network partners. These payments are called Traffic Acquisition Costs (TAC) and are included in cost of revenue. The revenue derived from these arrangements that involve traffic supplied by distribution network partners is reported gross of the payment to the distribution network partners. This revenue is reported gross due to the fact that we are the primary obligors to the advertisers who are the customers of the advertising service. We also enter into agreements to provide private-labeled versions of our products, including licenses to the AdCenter platform technology. These license arrangements may include some or all of the following elements: revenue-sharing based on the publishers customers monthly revenue generated through the AdCenter application; upfront fees; minimum monthly fees; and other license fees. We recognize upfront fees over the term of the arrangement or the expected period of performance, other license fees over the term of the license, and revenue-sharing portions over the period in which such revenue is earned. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability of the resulting receivable is reasonably assured. We provide a provision against revenue for estimated reductions resulting from billing adjustments and customer refunds. The amounts of these provisions are evaluated periodically based upon customer experience and historical trends. The revenue allowance included in trade receivables, net is insignificant at both June 30, 2016 and December 31, 2015. Deferred revenue is recorded when payments are received in advance of performance in underlying agreements. Customer deposits are recorded when customers make prepayments for online advertising. The Company evaluates individual arrangements with customers to make a determination under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605-45 Revenue Recognition |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses resulting from customers failing to make required payments. This valuation allowance is reviewed on a periodic basis. The review is based on factors including the application of historical collection rates to current receivables and economic conditions. Additional allowances for doubtful accounts are considered and recorded if there is deterioration in past due balances, if economic conditions are less favorable than the Company anticipated or for customer-specific circumstances, such as bankruptcy. The allowance for doubtful accounts included in trade accounts receivable, net is $0.8 million at both June 30, 2016 and December 31, 2015. Bad debt expense included in general and administrative expense was insignificant for the three months ended June 30, 2016 and 2015, respectively. |
Concentrations, Credit Risk and Credit Risk Evaluation | Concentrations, Credit Risk and Credit Risk Evaluation Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. As of June 30, 2016 and December 31, 2015, the Company placed its cash equivalents and investments primarily through one financial institution, City National Bank (CNB), and mitigated the concentration of credit risk by placing percentage limits on the maximum portion of the investment portfolio which may be invested in any one investment instrument. The Company has not experienced any credit losses on these cash equivalents and investment accounts and does not believe it is exposed to any significant credit risk on these funds. The fair value of these accounts is subject to fluctuation based on market prices. Credit Risk, Customer and Vendor Evaluation Accounts receivable are typically unsecured and are derived from sales to customers. The Company performs ongoing credit evaluations of its customers and maintains allowances for estimated credit losses. The Company applies judgment as to its ability to collect outstanding receivables based primarily on managements evaluation of the customers financial condition and past collection history and records a specific allowance. In addition, the Company records an allowance based on the length of time the receivables are past due. Historically, such losses have been within managements expectations. The following table reflects customers that accounted for more than 10% of net accounts receivable: Tables below correct? June 30, Dec 31, 2016 2015 Company 1 ** 13 % Company 2 ** 12 % Company 3 ** 11 % Company 4 ** 10 % Company 5 ** ** Company 6 ** ** Company 7 ** ** ** Less than 10% Revenue and Cost Concentrations The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States 92 % 96 % 91 % 94 % Europe, Middle East and Africa ** ** ** ** LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advertiser Networks 100 % 100 % 100 % 100 % Publisher Solutions 0 % 0 % 0 % 0 % For the three months ending June 30, 2016, no customer accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Company 1 12 % 18 % 13 % 12 % Company 2 ** ** ** ** Company 3 ** ** ** ** ** Less than 10% The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Distribution Partner 1 20 % 11 % 19 % 15 % Distribution Partner 2 13 % 11 % 15 % 10 % Distribution Partner 3 ** 10 % ** ** Distribution Partner 4 ** ** ** ** ** Less than 10% |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts, and any gain or loss on such sale or disposal is reflected in operating expenses. Maintenance and repairs are charged to expense as incurred. Expenditures that substantially increase an assets useful life are capitalized. In the fourth quarter of 2013, the Company acquired a 10,000 square foot data center facility in Phoenix, Arizona. This facility has allowed the Company to consolidate its data needs in a company-owned data center, and should allow for the expansion of its cloud-based offerings to its customers . |
Internal-Use Software Development Costs | Internal-Use Software Development Costs The Company capitalizes external direct costs of materials and services consumed in developing and obtaining internal-use computer software and the payroll and payroll-related costs for employees who are directly associated with and who devote time to developing the internal-use computer software. These costs are capitalized after certain milestones have been achieved and generally amortized over a three-year period once the project is placed in service. Management exercises judgment in determining when costs related to a project may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the amortization period for the capitalized costs, which is generally three years. The Company expects to continue to invest in internally developed software and to capitalize such costs in the future, although no such costs were capitalized in the three months ended June 30, 2016. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets held or used in operations, including property and equipment and internally developed software, for impairment in accordance with ASC 360-10 Impairment and Disposal of Long-Lived Assets The Company reviews assets for evidence of impairment annually at year-end and whenever events or changes in circumstances indicate the carrying values may not be recoverable. The impairment review requires the Company to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations and changes in competition. |
Traffic Acquisition Costs | Traffic Acquisition Costs The Company enters into agreements of varying durations with its distribution network partners that display the Companys listings ads on their sites in return for a percentage of the revenue-per-click that the Company receives when the ads are clicked on those partners sites. The Company also enters into agreements of varying durations with third party affiliates. These affiliate agreements provide for variable payments based on a percentage of the Companys revenue or based on a certain metric, such as number of searches or paid clicks. TAC expense is recorded in cost of revenue. |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation costs for all share-based payment transactions with employees, including grants of employee stock options, restricted stock awards, and employee stock purchases related to the Employee Stock Purchase Plan, over the requisite service period based on their relative fair values. We estimate the fair value of each option award on the date of grant using the Black-Scholes option valuation model. Our assumptions about stock-price volatility are based on the actual volatility of our publicly traded stock. The risk-free interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield curve in effect at the time of the grant. We estimate the expected term based upon the historical exercise activity. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Companys Consolidated Statements of Operations over the requisite service periods. In the first quarter of 2015, all remaining outstanding share options were surrendered, therefore there was no share-based compensation expense in the three or six months ended June 30, 2016. Share-based compensation expense, related to stock option grants and employee stock purchases, recognized were zero for the three months ended June 30, 2016, and were not significant for the three months ended June 30, 2015. Forfeitures are estimated at the time of grant in order to estimate the amount of share-based awards that will ultimately vest. The forfeiture rate is determined at the end of each fiscal quarter, based on historical rates. The Company elected to adopt the alternative transition method for calculating the tax effects of share-based compensation to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee share-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee share-based compensation awards. |
Advertising Costs | Advertising Costs Advertising costs are charged to sales and marketing expenses as incurred and were insignificant and $0.01 in the three and six months ended June 30, 2016. Advertising costs were insignificant and $0.01 in the three and six months ended June 30, 2015, respectively |
Product Development Costs | Product Development Costs Research of new product ideas and enhancements to existing products are charged to expense as incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method. Under the liability method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company records liabilities, where appropriate, for all uncertain income tax positions. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within operations as income tax expense. |
Comprehensive Loss | Comprehensive Loss Other comprehensive loss as of June 30, 2016 and December 31, 2015, consists of unrealized gains and losses on marketable securities categorized as available-for-sale and foreign currency translation adjustments. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per share is calculated using the weighted average shares of common stock outstanding, excluding treasury stock. Diluted net loss per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding, excluding treasury stock, during the period, using the treasury stock method for stock options. As a result of the Companys net loss position at both June 30, 2016 and 2015, there is no dilution. |
Segment Information | Segment Information The Company has one operating segment, online advertising. While the Company operates under one operating segment, management reviews revenue under two product offeringsAdvertiser Networks and Publisher Solutions. As of June 30, 2016 and December 31, 2015, the Companys accounts receivable and deferred revenue are primarily related to the online advertising segment. All long-lived assets are located in the United States and Canada. |
Adoption of New Accounting Standards | Adoption of New Accounting Standards On January 2, 2014 we adopted guidance issued by the Financial Accounting Standards Board (FASB), ASU 2013-04, Liabilities Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date On January 2, 2015, we adopted the guidance issued by the FASB, ASU 2015-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2015-09 (ASU 2015-09) " Revenue from Contracts with Customers |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Concentration Risk [Line Items] | |
Schedule of property and equipment | Property and Equipment Property and equipment are stated at cost, except when an impairment analysis requires the use of fair value, and depreciated using the straight-line method over the estimated useful lives of the assets as follows: Computer equipment 3 to 4 years Furniture and fixtures 5 to 7 years Software 2 to 3 years Building Improvements 10 years Building 39 years |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Schedules of concentration of risk | The following table reflects customers that accounted for more than 10% of net accounts receivable: Tables below correct? June 30, Dec 31, 2016 2015 Company 1 ** 13 % Company 2 ** 12 % Company 3 ** 11 % Company 4 ** 10 % Company 5 ** ** Company 6 ** ** Company 7 ** ** ** Less than 10% |
Sales Revenue, Services, Net [Member] | |
Concentration Risk [Line Items] | |
Schedules of concentration of risk | The following table reflects the concentration of revenue by geographic locations that accounted for more than 10% of net revenue: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States 92 % 96 % 91 % 94 % Europe, Middle East and Africa ** ** ** ** ** Less than 10% LookSmart derives its revenue from two service offerings, or products: Advertiser Networks and Publisher Solutions. The percentage distributions between the two service offerings are as follows: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Advertiser Networks 100 % 100 % 100 % 100 % Publisher Solutions 0 % 0 % 0 % 0 % For the three months ending June 30, 2016, no customer accounted for more than 10% of net revenue. Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Company 1 12 % 18 % 13 % 12 % Company 2 ** ** ** ** Company 3 ** ** ** ** ** Less than 10% |
Traffic Acquisition Costs [Member] | |
Concentration Risk [Line Items] | |
Schedules of concentration of risk | The Company derives its revenue primarily from its relationships with significant distribution network partners. The following table reflects the distribution partners that accounted for more than 10% of total TAC: Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Distribution Partner 1 20 % 11 % 19 % 15 % Distribution Partner 2 13 % 11 % 15 % 10 % Distribution Partner 3 ** 10 % ** ** Distribution Partner 4 ** ** ** ** ** Less than 10% |
Cash and Available for Sale S20
Cash and Available for Sale Securities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and available for sale securities | The following table summarizes the Companys cash and available-for-sale securities amortized cost and estimated fair value by significant investment category as of June 30, 2016, and December 31, 2015 ( in thousands Amortized Cost and Estimated Fair June 30, December 31, 2016 2015 Cash and cash equivalents: Cash $ 109 $ 207 Cash equivalents Money market mutual funds - - Commercial paper - - Total cash equivalents - - Total cash and cash equivalents 109 207 Short-term investments: Corporate bonds - - Certificates of deposit 36 - Commercial paper - 29 Other commodities - 7 Collateralized debt obligations - - Total short-term investments 36 36 Long-term investments: Certificates of deposit - - Total long-term investments - - Total cash, and cash equivalents, short-term and long-term investments $ 145 $ 243 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following at June 30, 2016, and December 31, 2015 ( in thousands June 30, 2016 December 31, 2015 Cost Accumulated Net Book Cost Accumulated Net Book Computer equipment $ 1,097 $ (953 ) $ 144 $ 1,082 $ (829 ) $ 253 Furniture and fixtures 21 (9 ) 12 22 (7 ) 15 Software 2,552 (2,260 ) 292 2,294 (1,714 ) 580 Building and Leasehold improvements 541 (117 ) 424 541 (90 ) 451 Land and Buildings 797 (43 ) 754 797 (35 ) 762 Total $ 5,009 $ (3,383 ) $ 1,626 $ 4,736 $ (2,675 ) $ 2,061 |
Other Assets (Tables)
Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Other Assets [Abstract] | |
Schedule of other assets | The Companys other assets are as follows at June 30, 2016, and December 31, 2015 ( in thousands June 30, 2016 December 31, 2015 Gross Accumulated Net Book Gross Accumulated Net Book Other assets $ 418 - $ 418 $ 418 - $ 418 Total $ 418 - $ 418 $ 418 - $ 418 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consisted of the following as of June 30, 2016, and December 31, 2015 ( in thousands): June 30, December 31, 2016 2015 Accrued distribution and partner costs $ (30 ) $ 5 Accrued compensation and related expenses 56 91 Accrued professional service fees 68 68 Other 212 207 Capital lease obligation (Note 7) - - Total accrued liabilities $ 306 $ 371 |
Capital Lease and Other Oblig24
Capital Lease and Other Obligations (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Capital [Abstract] | |
Schedule of capital lease and other obligation | Capital lease and other obligations consist of the following at June 30, 2016, and December 31, 2015 ( in thousands): June 30, December 31, 2016 2015 Capital lease obligations $ 3 $ 16 Deferred rent - 14 Notes Payable 2,180 1,750 Total capital lease and other obligations 2,183 1,780 Less: current portion of capital lease obligations (3 ) (16 ) Capital lease and other obligations, net of current portion $ 2,180 $ 1,764 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum net payments under operating leases | As of June 30, 2016, future minimum net payments under all operating leases are as follows ( in thousands Capital Operating Total Six months ending December 31, 2015 $ - $ - Years ending December 31, 2016 16 - - 2017 - - - 2018 - - - Total minimum net payments $ 16 $ - $ - Less: amount representing interest - Present value of net minimum payments 16 Less: current portion - Long-term portion of capital lease obligations $ 16 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' equity: | |
Schedule of share-based compensation expense | Share-based compensation expense recorded during three months ended June 30, 2016, and 2015 was included in the Companys Unaudited Consolidated Statements of Operations as follows (in thousands) Three Months Ended Six Months 2016 2015 2016 2015 Sales and marketing $ - $ - $ - $ - Product development and technical operations - - - - General and administrative - - - - Total share-based compensation expense $ - $ - $ - $ - |
Schedule of stock option activity | Stock option activity under the Plans during the three months ended June 30, 2016 is as follows: Shares Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Options outstanding at December 31, 2013 25 $ 4.16 4.67 $ - Granted - - Exercised - - Expired - - Forfeited (20 ) 3.90 Options outstanding at March 31, 2015 5 $ 5.27 2.93 - Granted - - Exercised - - Expired - - Forfeited - - Options outstanding at June 30, 2015 5 $ 5.27 2.67 $ - Vested and expected to vest at June 30, 2015 4 $ 5.32 0.41 $ - Exercisable at June 30, 2015 4 $ 5.44 0.36 $ - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | The Companys financial assets measured at fair value on a recurring basis subject to disclosure requirements at June 30, 2016, and December 31, 2015 were as follows ( in thousands Balance at Quoted Prices in Significant Inputs Significant Cash equivalents: Money market mutual funds $ - $ 1 $ - $ - Total cash equivalents - 1 - - Short-term investments: Certificates of deposit 36 - 36 - Other commodities 0 - - - Total short-term investments 36 - 36 - Total financial assets measured at fair value $ 36 $ 1 $ 36 $ - Balance at Quoted Prices Significant Significant Cash equivalents: Money market mutual funds $ - $ - $ - $ - Total cash equivalents - - - - Short-term investments: Commercial Paper 29 - 29 - Other Commodities 7 - 7 - Total short-term investments 36 - 36 - Total financial assets measured at fair value $ 36 $ 1 $ 36 $ - |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - Net Accounts Receivable [Member] | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | |||
Company 1 [Member] | ||||
Concentration risk, percentage | [1] | 13.00% | ||
Company 2 [Member] | ||||
Concentration risk, percentage | [1] | 12.00% | ||
Company 3 [Member] | ||||
Concentration risk, percentage | [1] | 11.00% | ||
Company 4 [Member] | ||||
Concentration risk, percentage | [1] | 10.00% | ||
Company 5 [Member] | ||||
Concentration risk, percentage | [1] | |||
Company 6 [Member] | ||||
Concentration risk, percentage | [1] | |||
Company 7 [Member] | ||||
Concentration risk, percentage | [1] | |||
[1] | Less than 10% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 1) - Net Revenue [Member] | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
United States [Member] | |||||
Concentration risk, percentage | 92.00% | 96.00% | 91.00% | 94.00% | |
Europe, Middle East and Africa [Member] | |||||
Concentration risk, percentage | [1] | ||||
[1] | Less than 10% |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details 2) - Cost of Services [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Advertiser Networks [Member] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Publisher Solutions [Member] | ||||
Concentration risk, percentage | 0.00% | 0.00% | 0.00% | 0.00% |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details 3) - Net Revenue [Member] | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Company 1 [Member] | |||||
Concentration risk, percentage | 12.00% | 18.00% | 13.00% | 12.00% | |
Company 2 [Member] | |||||
Concentration risk, percentage | [1] | ||||
Company 3 [Member] | |||||
Concentration risk, percentage | [1] | ||||
[1] | Less than 10% |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Details 4) - Traffic Acquisition Costs [Member] | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |||||
Distribution Partner 1 [Member] | ||||||||
Concentration risk, percentage | 20.00% | 11.00% | 19.00% | 15.00% | ||||
Distribution Partner 2 [Member] | ||||||||
Concentration risk, percentage | 13.00% | 11.00% | 15.00% | 10.00% | ||||
Distribution Partner 3 [Member] | ||||||||
Concentration risk, percentage | [1] | 10.00% | [1] | [1] | ||||
Distribution Partner 4 [Member] | ||||||||
Concentration risk, percentage | [1] | |||||||
[1] | Less than 10% |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details 5) | 6 Months Ended |
Jun. 30, 2016 | |
Computer Equipment [Member] | Minimum [Member] | |
Useful life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Useful life | 4 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Useful life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Useful life | 7 years |
Software [Member] | Minimum [Member] | |
Useful life | 2 years |
Software [Member] | Maximum [Member] | |
Useful life | 3 years |
Building Improvements [Member] | |
Useful life | 10 years |
Building [Member] | |
Useful life | 39 years |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)Numbershares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2013ft² | Nov. 30, 2013ft² | Sep. 30, 2013USD ($) | |
Common stock, issued | shares | 5,769 | 5,769 | 5,769 | |||||
Common stock, outstanding | shares | 5,769 | 5,769 | 5,769 | |||||
Allowance for doubtful accounts | $ | $ 800 | $ 800 | $ 800 | |||||
Advertising cost | $ | 10 | $ 10 | $ 10 | $ 10 | ||||
Number of operating segment | Number | 1 | |||||||
Number of product offerings | Number | 2 | |||||||
Share-based compensation | $ | ||||||||
Software Development Costs [Member] | ||||||||
Amortization period | 3 years | |||||||
Phoenix, Arizona [Member] | ||||||||
Area of building | ft² | 10,000 | 10,000 | ||||||
MNP Ltd [Member] | ||||||||
Syncapse technology assets purchased | $ | $ 3,000 | |||||||
LookSmart [Member] | ||||||||
Ownership percentage | 100.00% | 100.00% | ||||||
Common stock, issued | shares | 5,768,851 | 5,768,851 | ||||||
Common stock, outstanding | shares | 5,768,851 | 5,768,851 | ||||||
Description of spin-off transactions | Each share of the Predecessor received one share of LookSmart Group common stock. |
Merger_Spin-off Reorganizatio35
Merger/Spin-off Reorganization Transaction (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 23, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Description of common stock issuance | Each share of the Predecessors common stock held by holders of record at the close of business on the date of the closing of the Merger will be cancelled and exchanged for the right to receive the number of share(s) of Pyxis common stock equal to $4,000,000 divided by a denominator equal to (i) the final closing price of a share of the Predecessors common stock (post-Reverse Split) on the date of the closing of the Merger, multiplied by (ii) the number of issued and outstanding shares of the Predecessors common stock (post-Reverse Split) as of the date that the Merger becomes effective. | ||
Common Stock shares issued | 5,769 | 5,769 | |
Common Stock shares outstanding | 5,769 | 5,769 | |
Michael Onghai [Member] | |||
Number of common stock hold | 3,123,047 | ||
Ownership percent | 54.10% | ||
Pyxis Tankers Inc [Member] | |||
Gross proceeds | $ 5,000 | ||
Legacy LS Stockholders [Member] | |||
Gross proceeds | $ 2,000 | ||
LookSmart [Member] | |||
Equity method investment ownership percentage | 100.00% | ||
Common Stock shares issued | 5,768,851 | ||
Common Stock shares outstanding | 5,768,851 | ||
Description of reverse split | A ratio of not less than one-for-two and not more than one-for-ten. | ||
Description of spin-off transactions | Each share of the Predecessor received one share of LookSmart Group common stock. | ||
Pyxis [Member] | |||
Number of common stock hold | 1.0667 | ||
Common Stock shares issued | 18,244,671 | ||
Reducing number of shares outstanding | 872,036 | ||
Common Stock shares outstanding | 18,244,671 | ||
Description of reverse split | 1 to .1512 reverse split |
Cash and Available for Sale S36
Cash and Available for Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Cash and cash equivalents: | ||||
Cash | $ 109 | $ 207 | ||
Cash equivalents | ||||
Total cash equivalents | ||||
Total cash and cash equivalents | 109 | 207 | $ 491 | $ 305 |
Short-term investments: | ||||
Total short-term investments | 36 | 36 | ||
Long-term investments: | ||||
Total long-term investments | ||||
Total cash, and cash equivalents, short-term and long-term investments | 145 | 243 | ||
Money Market Mutual Funds [Member] | ||||
Cash equivalents | ||||
Total cash equivalents | ||||
Commercial Paper [Member] | ||||
Cash equivalents | ||||
Total cash equivalents | ||||
Short-term investments: | ||||
Total short-term investments | 29 | |||
Corporate Bonds [Member] | ||||
Short-term investments: | ||||
Total short-term investments | ||||
Certificates Of Deposit [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 36 | |||
Long-term investments: | ||||
Total long-term investments | ||||
Other Commodities [Member] | ||||
Short-term investments: | ||||
Total short-term investments | 7 | |||
Collateralized Debt Obligations [Member] | ||||
Short-term investments: | ||||
Total short-term investments |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 5,009 | $ 4,736 |
Accumulated Depreciation | (3,383) | (2,675) |
Net Book Value | 1,627 | 2,061 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,097 | 1,082 |
Accumulated Depreciation | (953) | (829) |
Net Book Value | 144 | 253 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 21 | 22 |
Accumulated Depreciation | (9) | (7) |
Net Book Value | 12 | 15 |
Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 2,552 | 2,294 |
Accumulated Depreciation | (2,260) | (1,714) |
Net Book Value | 292 | 580 |
Building And Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 541 | 541 |
Accumulated Depreciation | (117) | (90) |
Net Book Value | 424 | 451 |
Land And Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 797 | 797 |
Accumulated Depreciation | (43) | (35) |
Net Book Value | $ 754 | $ 762 |
Property and Equipment (Detai38
Property and Equipment (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2013ft² | Nov. 30, 2013ft² | |
Depreciation expense | $ 300 | $ 300 | $ 475 | $ 588 | ||
Capital leased assets gross | $ 0 | $ 100 | $ 0 | $ 100 | ||
Phoenix, Arizona [Member] | ||||||
Area of building | ft² | 10,000 | 10,000 |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Gross Amount | $ 418 | $ 418 |
Accumulated Amortization | ||
Net Book Value | 418 | 418 |
Other assets [Member] | ||
Gross Amount | 418 | 418 |
Accumulated Amortization | ||
Net Book Value | $ 418 | $ 418 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued distribution and partner costs | $ (30) | $ 5 |
Accrued compensation and related expenses | 56 | 91 |
Accrued professional service fees | 68 | 68 |
Other | 212 | 207 |
Capital lease obligation (Note 7) | ||
Total accrued liabilities | $ 306 | $ 371 |
Capital Lease and Other Oblig41
Capital Lease and Other Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Leases, Capital [Abstract] | ||
Capital lease obligations | $ 3 | $ 16 |
Deferred rent | 14 | |
Notes Payable | 2,180 | 1,750 |
Total capital lease and other obligations | 2,183 | 1,780 |
Less: current portion of capital lease obligations | (3) | (16) |
Capital lease and other obligations, net of current portion | $ 2,194 | $ 1,764 |
Capital Lease and Other Oblig42
Capital Lease and Other Obligations (Details Narrative) - USD ($) $ in Thousands | Jun. 05, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Proceeds from short term debt | |||||||||
Inca Capital [Member] | |||||||||
Proceeds from short term debt | $ 600 | ||||||||
Interest rate | 10.50% | ||||||||
Description of short term debt | The loans maturity date is May 30, 2016. This loan was extended for 6 months on June 1, 2016. | ||||||||
Snowy August Management LLC [Member] | |||||||||
Aggregate amount of advance received | $ 230 | $ 200 | $ 250 | $ 100 | $ 950 | $ 600 | |||
Incorrectly stated amount of advance | $ 750 |
Commitments and Contingencies43
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Capital Lease | |
2,016 | $ 16 |
2,017 | |
2,018 | |
Total minimum net payments | 16 |
Less: amount representing interest | |
Present value of net minimum payments | 16 |
Less: current portion | |
Long-term portion of capital lease obligations | 16 |
Operating Leases | |
2,016 | |
2,017 | |
2,018 | |
Total minimum net payments | |
Total | |
2,016 | |
2,017 | |
2,018 | |
Total minimum net payments |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) $ in Thousands | Dec. 31, 2014USD ($) |
Letter of Credit [Member] | City National Bank [Member] | |
Outstanding amount | $ 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Total share-based compensation expense | ||||
Sales and Marketing [Member] | ||||
Total share-based compensation expense | ||||
Product Development and Technical Operations [Member] | ||||
Total share-based compensation expense | ||||
General and Administrative [Member] | ||||
Total share-based compensation expense |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options outstanding at beginning | 5,000 | 25,000 | 25,000 |
Granted | |||
Exercised | |||
Expired | |||
Forfeited | (20,000) | ||
Options outstanding at ending | 5,000 | 5,000 | 5,000 |
Vested and expected to vest at ending | 4,000 | 4,000 | |
Exercisable at ending | 4,000 | 4,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Options outstanding at beginning | $ 5.27 | $ 4.16 | $ 4.16 |
Granted | |||
Exercised | |||
Expired | |||
Forfeited | 3.90 | ||
Options outstanding at ending | 5.27 | $ 5.27 | 5.27 |
Vested and expected to vest at ending | 5.32 | 5.32 | |
Exercisable at ending | $ 5.44 | $ 5.44 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Weighted-Average Remaining Contractual Term [Roll Forward] | |||
Options outstanding at beginning | 2 years 11 months 5 days | 4 years 8 months 24 days | |
Options outstanding at ending | 2 years 8 months 1 day | 2 years 11 months 5 days | |
Vested and expected to vest at ending | 4 months 28 days | ||
Exercisable at ending | 4 months 10 days | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | |||
Options outstanding at beginning | |||
Options outstanding at ending | |||
Vested and expected to vest at ending | |||
Exercisable at ending |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 23, 2015 | Jul. 14, 2009 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2015 |
Exercisable term | 4 months 10 days | 4 years | ||||||
Expiration term | 7 years | |||||||
Share-based compensation expense | ||||||||
Number of shares purchased held in treasury | 98,000 | |||||||
Treasury stock, per share (in dollars per share) | $ 1.78 | |||||||
Value of treasury shares purchased | $ 170,000 | |||||||
Increase in paid in capital | $ 600 | |||||||
2007 Equity Incentive Plan [Member] | ||||||||
Number of shares issued or reserved for issuance | 1,200,000 | 1,200,000 | 1,400,000 | |||||
2009 Employee Stock Purchase Plan [Member] | ||||||||
Number of shares authorized | 500,000 | |||||||
Description of plans terms | Substantially all employees may purchase the Companys common stock through payroll deductions at 85 percent of the lower of the fair market value at the beginning or end of the offering period. Each offering and purchase period is six months. ESPP contributions are limited to a maximum of 15% of an employees eligible compensation, and ESPP participants are limited to purchasing a maximum of 5,000 shares per purchase period. | |||||||
Maximum number of shares issued | 5,000 | 28,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Total short-term investments | 36 | 36 |
Total financial assets measured at fair value | 36 | 36 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 1 | |
Total short-term investments | ||
Total financial assets measured at fair value | 1 | 1 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Total short-term investments | 36 | 36 |
Total financial assets measured at fair value | 36 | 36 |
Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Total short-term investments | ||
Total financial assets measured at fair value | ||
Money Market Mutual Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Money Market Mutual Funds [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | 1 | |
Money Market Mutual Funds [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Money Market Mutual Funds [Member] | Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash equivalents | ||
Certificates Of Deposit [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 36 | |
Certificates Of Deposit [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | ||
Certificates Of Deposit [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 36 | |
Certificates Of Deposit [Member] | Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | ||
Other Commodities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 0 | 7 |
Other Commodities [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | ||
Other Commodities [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 7 | |
Other Commodities [Member] | Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | ||
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 29 | |
Commercial Paper [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | ||
Commercial Paper [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments | 29 | |
Commercial Paper [Member] | Significant Unobserved Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total short-term investments |