Item 1. Financial Statements.
LOCAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in
thousands, except par value)
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
3,711
|
|
|
$
|
5,069
|
|
Accounts receivable, net of allowances of $655 and $533, respectively
|
|
|
18,219
|
|
|
|
17,298
|
|
Escrow receivable
|
|
|
390
|
|
|
|
390
|
|
Prepaid expenses and other current assets
|
|
|
701
|
|
|
|
957
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
23,021
|
|
|
|
23,714
|
|
Property and equipment, net
|
|
|
6,134
|
|
|
|
6,073
|
|
Goodwill
|
|
|
19,281
|
|
|
|
19,281
|
|
Intangible assets, net
|
|
|
2,214
|
|
|
|
2,439
|
|
Long-term receivable, net of allowances of $3,431 and $3,431, respectively
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
72
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
50,722
|
|
|
$
|
51,579
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
14,371
|
|
|
$
|
12,786
|
|
Accrued compensation
|
|
|
1,294
|
|
|
|
1,462
|
|
Deferred rent
|
|
|
273
|
|
|
|
323
|
|
Warrant liability
|
|
|
710
|
|
|
|
537
|
|
Other accrued liabilities
|
|
|
1,587
|
|
|
|
2,403
|
|
Revolving line of credit
|
|
|
9,567
|
|
|
|
7,342
|
|
Current portion of term loan
|
|
|
|
|
|
|
1,500
|
|
Deferred revenue
|
|
|
195
|
|
|
|
202
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
27,997
|
|
|
|
26,555
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of term loan
|
|
|
|
|
|
|
375
|
|
Senior secured convertible notes, net of discount of $1,276 and $1,533, respectively
|
|
|
4,435
|
|
|
|
4,017
|
|
Deferred income taxes
|
|
|
621
|
|
|
|
347
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
33,053
|
|
|
|
31,294
|
|
|
|
|
|
|
|
|
|
|
Commitments, contingencies and subsequent events
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Convertible preferred stock, $0.00001 par value; 10,000 shares authorized; none issued and outstanding for all periods
presented
|
|
|
|
|
|
|
|
|
Common stock, $0.00001 par value; 65,000 shares authorized; issued and outstanding 23,227 and 23,038, respectively
|
|
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
124,461
|
|
|
|
124,249
|
|
Accumulated deficit
|
|
|
(106,792
|
)
|
|
|
(103,964
|
)
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
17,669
|
|
|
|
20,285
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
50,722
|
|
|
$
|
51,579
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
LOCAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Revenue
|
|
$
|
26,180
|
|
|
$
|
21,463
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
20,405
|
|
|
|
15,594
|
|
Sales and marketing
|
|
|
2,350
|
|
|
|
3,179
|
|
General and administrative
|
|
|
3,318
|
|
|
|
2,947
|
|
Research and development
|
|
|
1,559
|
|
|
|
1,735
|
|
Amortization of intangibles
|
|
|
225
|
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
27,857
|
|
|
|
23,686
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(1,677
|
)
|
|
|
(2,223
|
)
|
Interest and other income (expense), net
|
|
|
(543
|
)
|
|
|
(842
|
)
|
Change in fair value of derivative liabilities
|
|
|
(334
|
)
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(2,554
|
)
|
|
|
(3,060
|
)
|
Provision for income taxes
|
|
|
274
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
(2,828
|
)
|
|
|
(3,132
|
)
|
Income (loss) from discontinued operations (net of taxes)
|
|
|
|
|
|
|
(221
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,828
|
)
|
|
$
|
(3,353
|
)
|
|
|
|
|
|
|
|
|
|
Per share data:
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share from continuing operations
|
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share from discontinued operations
|
|
$
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share from continuing operations
|
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share from discontinued operations
|
|
$
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
23,225
|
|
|
|
22,564
|
|
Diluted weighted average shares outstanding
|
|
|
23,225
|
|
|
|
22,564
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
LOCAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,828
|
)
|
|
$
|
(3,353
|
)
|
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,104
|
|
|
|
1,267
|
|
Provision for doubtful accounts
|
|
|
150
|
|
|
|
|
|
Stock-based compensation expense
|
|
|
253
|
|
|
|
543
|
|
Loss on exchange of warrants
|
|
|
|
|
|
|
723
|
|
Change in fair value of derivative liabilities
|
|
|
334
|
|
|
|
(5
|
)
|
Non-cash interest expense
|
|
|
257
|
|
|
|
|
|
Deferred income taxes
|
|
|
274
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(1,071
|
)
|
|
|
(98
|
)
|
Long term receivable
|
|
|
|
|
|
|
6
|
|
Note receivable
|
|
|
|
|
|
|
50
|
|
Prepaid expenses and other
|
|
|
256
|
|
|
|
(359
|
)
|
Other non-current assets
|
|
|
|
|
|
|
(10
|
)
|
Accounts payable and accrued liabilities
|
|
|
551
|
|
|
|
2,253
|
|
Deferred revenue
|
|
|
(7
|
)
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities
|
|
|
(727
|
)
|
|
|
1,057
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(940
|
)
|
|
|
(635
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(940
|
)
|
|
|
(635
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from the exercise of options
|
|
|
|
|
|
|
1
|
|
Payment of term loan
|
|
|
(1,875
|
)
|
|
|
|
|
Payment of financing related costs
|
|
|
(41
|
)
|
|
|
(94
|
)
|
Proceeds from (payment of) revolving credit facility, net
|
|
|
2,225
|
|
|
|
(958
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
309
|
|
|
|
(1,051
|
)
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash
|
|
|
(1,358
|
)
|
|
|
(629
|
)
|
Cash, beginning of the period
|
|
|
5,069
|
|
|
|
3,696
|
|
|
|
|
|
|
|
|
|
|
Cash, end of the period
|
|
$
|
3,711
|
|
|
$
|
3,067
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
202
|
|
|
$
|
118
|
|
|
|
|
|
|
|
|
|
|
Income taxes paid
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
LOCAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.
|
The Company and Summary of Significant Accounting Policies
|
Nature of operations
Local Corporation
(the Company) is a leading local advertising technology company that provides its search results to consumers who are searching online for local businesses, products and services. The Companys search results consist primarily of
local business listings and product listings that it aggregates, indexes, normalizes and syndicates using its sophisticated technology platforms. The Company provides its search results through its flagship Local.com website, its Krillion.com
website and platform and through other proprietary websites (Owned and Operated or O&O) and to a network of websites that rely on its search syndication services to provide local search results to their own users
(Network). The Company also aggregates and distributes product search results to third party partners through its proprietary Krillion
®
local shopping platform. The Company
generates revenue from a variety of ad units it places alongside its search results, which include pay-per-click, pay-per-call, and display (banner) ad units, including video.
The Company uses patented and proprietary technologies and systems to provide users of its O&O websites and Network with relevant search results for local
businesses, products and services, event information, ratings and reviews, driving directions and more into its search results. By distributing this information across its O&O websites and Network, the Company is able to reach users that its
direct advertisers and advertising partners desire to reach.
Principles of consolidation and basis of presentation
The Companys condensed consolidated financial statements include the accounts of Local Corporation and its wholly-owned subsidiaries: Krillion, Inc. and
Screamin Media Group, Inc. (SMG). All intercompany balances and transactions were eliminated. The Company has evaluated all subsequent events through the date the condensed consolidated financial statements were issued.
Certain comparative prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the
current period presentation.
The unaudited interim condensed consolidated financial statements as of March 31, 2014, and for the three months ended
March 31, 2014 and 2013, included herein, have been prepared by the Company, without audit, pursuant to rules and regulations of the Securities and Exchange Commission, and, in the opinion of management, reflect all adjustments (consisting of
only normal recurring adjustments), which are necessary for a fair presentation.
The consolidated results of operations for the three months ended
March 31, 2014, are not necessarily indicative of the results for the full year. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the
year ended December 31, 2013, included in our Form 10-K filed with the Securities and Exchange Commission on March 28, 2014.
Discontinued
Operations
As a result of the Companys decision to sell all of the assets and liabilities relating to its Spreebird business, the Company has
reclassified and presented all related historical financial information as it relates to this business as discontinued operations in the accompanying condensed consolidated statements of operations. In addition, all related activities
have been excluded from footnote disclosures unless specifically referenced. These reclassifications have no effect on previously reported net income (loss).
Use of estimates
The preparation of consolidated
financial statements in conformity with United States generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the accounts
receivable (including long-term receivable) and sales allowances, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, fair values of stock-based awards, income taxes,
and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying
values of assets and liabilities. Actual results could materially differ from those estimates.
6
Fair Value of Financial Instruments
The Companys financial instruments consist principally of accounts receivable, revolving line of credit, accounts payable, the conversion option
liability, warrant liability, term loan, and senior secured convertible notes. The carrying amounts of the revolving line of credit and term loan approximate their fair values because the interest rate on these instruments fluctuates with market
interest rates. The senior secured convertible notes have a fixed interest rate considered to be at market rates and therefore the carrying value also approximates its fair value. The Company believes that the recorded values of all of its other
financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
The fair
values of the conversion option and warrant liability are determined using the Black-Scholes valuation model, a Level 3 fair value measurement, based on the quoted price of common stock, volatility based on the historical market activity
of the Companys stock, the expected life based on the remaining contractual term of the conversion option and warrants and the risk free interest rate based on the implied yield available on U.S. Treasury Securities with a maturity equivalent
to the warrants and conversion options contractual life.
Intangible Assets
Intangible assets are amortized over their estimated useful lives, generally on a straight-line basis over two to four years.
Revenue Recognition
The Company recognizes revenue when
all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or
determinable; and (4) the collection of our fees is probable.
The Company generates revenue when it is realizable and earned, as evidenced by
click-throughs occurring on advertisers sponsored listings, the display of a banner advertisement and the fulfillment of subscription listing obligations. The Company enters into contracts to distribute sponsored listings and banner
advertisements with direct and indirect advertisers. Most of these contracts are short-term, do not contain multiple elements and can be cancelled at any time. The Companys indirect advertisers provide us with sponsored listings with bid
prices (for example, what their advertisers are willing to pay for each click-through on those listings). The Company recognizes its portion of the bid price based upon the contractual agreement. Sponsored listings and banner advertisements are
included within pages that display search results, among others, in response to keyword searches performed by consumers on its O&O websites and Network. Revenue is recognized when earned based on click-through and impression activity to the
extent that collection is reasonably assured from credit worthy advertisers. Revenue recognized is net of estimated adjustments for traffic screening. Management has analyzed revenue recognition and determined that web hosting revenue is recognized
net of direct costs.
The Company evaluates whether it is appropriate to record the gross amount of sales and related costs or the net amount earned as
revenue. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the
gross sales price. The Company generally records the net amounts as revenue earned if it is not primarily obligated and does not have latitude in establishing prices. Such amounts earned are determined using a fixed percentage, a fixed-payment
schedule, or a combination of the two. All revenue, other than web hosting revenue, is recognized on a gross basis.
Cost of Revenues
Cost of revenues consists of traffic acquisition costs, revenue sharing payments that the Company makes to its network partners, and other cost of revenues.
Traffic acquisition costs consist primarily of campaign costs associated with driving consumers to its O&O websites, including personnel costs associated with managing traffic acquisition programs. Other cost of revenues consists of Internet
connectivity costs, data center costs, amortization of certain software license fees and maintenance, depreciation of computer equipment used in providing our paid-search services, and payment processing fees. The Company advertises on large search
engine websites such as Google, Inc. (Google), Yahoo!, Inc. (Yahoo), and Microsoft Inc./Bing (Microsoft), as well as other search engine websites, by bidding on certain keywords we believe will drive traffic to its
O&O websites. During the three months ended March 31, 2014 and 2013, approximately 76% and 54% respectively, of our overall traffic was purchased from other search engine websites. During the three months ended March 31, 2014,
advertising costs to drive consumers to our Local.com website were $9.4 million of which $7.5 million and $1.3 million were attributable to Google and Yahoo, respectively. During the three months ended March 31, 2013, advertising
7
costs to drive consumers to our Local.com website were $10.3 million of which $7.4 million and $2.0 million were attributable to Google and Yahoo, respectively. If we are unable to advertise on
these websites, or the cost to advertise on these websites increases, our financial results will likely suffer materially.
Intangible assets, net, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
|
December 31, 2013
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
and
impairment
|
|
|
Net
Carrying
Amount
|
|
|
Weighted
Average
Useful
Life
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
and
impairment
|
|
|
Net
Carrying
Amount
|
|
|
Weighted
Average
Useful Life
|
|
|
|
|
|
|
|
|
|
|
|
(years)
|
|
|
|
|
|
|
|
|
|
|
(years)
|
Developed technology
|
|
$
|
5,623
|
|
|
$
|
(5,067
|
)
|
|
$
|
556
|
|
|
4
|
|
$
|
5,623
|
|
|
$
|
(4,855
|
)
|
|
$
|
768
|
|
|
4
|
Non-compete agreements
|
|
|
83
|
|
|
|
(83
|
)
|
|
|
|
|
|
2
|
|
|
83
|
|
|
|
(83
|
)
|
|
|
|
|
|
2
|
Customer-related
|
|
|
1,240
|
|
|
|
(1,237
|
)
|
|
|
3
|
|
|
4
|
|
|
1,240
|
|
|
|
(1,237
|
)
|
|
|
3
|
|
|
4
|
Patents
|
|
|
431
|
|
|
|
(431
|
)
|
|
|
|
|
|
3
|
|
|
431
|
|
|
|
(431
|
)
|
|
|
|
|
|
3
|
Domain names - indefinite life
|
|
|
1,601
|
|
|
|
|
|
|
|
1,601
|
|
|
|
|
|
1,601
|
|
|
|
|
|
|
|
1,601
|
|
|
|
Trademarks and Trade Name
|
|
|
700
|
|
|
|
(646
|
)
|
|
|
54
|
|
|
4
|
|
|
700
|
|
|
|
(633
|
)
|
|
|
67
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9,678
|
|
|
$
|
(7,464
|
)
|
|
$
|
2,214
|
|
|
|
|
$
|
9,678
|
|
|
$
|
(7,239
|
)
|
|
$
|
2,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Goodwill and Other Intangible Assets
|
Goodwill representing the excess of the purchase price over the fair value of the net tangible and intangible assets arising from
acquisitions and purchased domain names are recorded at cost. Intangible assets, such as goodwill and domain names, which are determined to have an indefinite life, are not amortized. The Company reviews goodwill for impairment utilizing either a
qualitative assessment or a two-step process. If the Company decides that it is appropriate to perform a qualitative assessment and concludes that the fair value of a reporting unit more likely than not exceeds its carrying value, no further
evaluation is necessary. When the Company performs the two-step process, the first step requires a comparison of the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the
reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its estimated fair value, the second step is performed to
measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an impairment charge is recognized for
the difference.
The Company performs annual impairment reviews during the fourth fiscal quarter of each year or earlier if indicators of potential
impairment exist. For other intangible assets with indefinite lives, the Company either performs a qualitative assessment or compares the fair value of related assets to the carrying value to determine if there is impairment. The Companys
indefinite lived intangible assets consist of domain names for which the fair value is determined by using a third party valuation site which calculates the value of domain names using internal algorithms. For other intangible assets with definite
lives, the Company compares future undiscounted cash flow forecasts prepared by management to the carrying value of the related intangible asset group to determine if there is an impairment. The Company did not identify any indicators of potential
impairment during the first quarter of fiscal 2014 and therefore no impairment review was performed.
4.
|
Website development costs and computer software developed for internal use
|
U.S. GAAP requires that development costs incurred in the preliminary project and post-implementation stages of an internal use software
project be expensed as incurred and that certain costs incurred in the application development stage of a project be capitalized. U.S. GAAP further requires that costs incurred in the preliminary project and operating stage of web site development
be expensed as incurred and that certain costs incurred in the development stage of web site development be capitalized and amortized over its useful life. During the three months ended March 31, 2014, the Company capitalized $565,000 related
to web site development. Amortization of capitalized web site costs was $607,000 for the three months ended March 31, 2014. During the three months ended March 31, 2013, the Company capitalized $502,000 related to web site development.
Amortization of capitalized web site costs was $606,000 for the three months ended March 31, 2013. Capitalized web site costs are included in property and equipment, net on the accompanying condensed consolidated balance sheets.
5.
|
Net income (loss) per share
|
Basic net income (loss) per share is calculated using the weighted average shares of common stock outstanding during the periods. Diluted
net income (loss) per share is calculated using the weighted average number of common and potentially dilutive common shares outstanding during the period, using the treasury stock method for options and warrants.
8
The following table sets forth the computation of basic and diluted net income (loss) per share for the periods
indicated (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income (loss) per share from continuing operations
|
|
$
|
(2,828
|
)
|
|
$
|
(3,132
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share from discontinued operations
|
|
$
|
|
|
|
$
|
(221
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,828
|
)
|
|
$
|
(3,353
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for historical basic calculation weighted average shares
|
|
|
23,225
|
|
|
|
22,564
|
|
Dilutive common stock equivalents *:
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for historical diluted calculation weighted average shares.
|
|
|
23,225
|
|
|
|
22,564
|
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share from continuing operations
|
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share from discontinued operations
|
|
$
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share from continuing operations
|
|
$
|
(0.12
|
)
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share from discontinued operations
|
|
$
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
*
|
For the three months ended March 31, 2014, potentially dilutive securities, which consist of options to purchase 3,855,253 shares of common stock at prices ranging from $1.41 to $16.59 per share and warrants to
purchase 766,268 shares of common stock at a price of $2.01 to $2.87 per share were not included in the computation of diluted net loss per share because such inclusion would be antidilutive.
|
*
|
For the three months ended March 31, 2013, potentially dilutive securities, which consist of options to purchase 3,693,400 shares of common stock at prices ranging from $1.41 to $16.59 per share and warrants to
purchase 20,000 shares of common stock at a price of $2.87 per share were not included in the computation of diluted net loss per share because such inclusion would be antidilutive.
|
6.
|
Property and equipment
|
Property and equipment, net, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2014
|
|
|
2013
|
|
Furniture and fixtures
|
|
$
|
981
|
|
|
$
|
981
|
|
Office equipment
|
|
|
549
|
|
|
|
529
|
|
Computer equipment
|
|
|
4,050
|
|
|
|
3,772
|
|
Computer software
|
|
|
14,920
|
|
|
|
14,277
|
|
Leasehold improvements
|
|
|
905
|
|
|
|
905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,405
|
|
|
|
20,464
|
|
Less accumulated depreciation and amortization
|
|
|
(15,271
|
)
|
|
|
(14,391
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
6,134
|
|
|
$
|
6,073
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the three months ended March 31, 2014 and 2013 was $880,000 and $905,000, respectively.
9
7.
|
Interest and other income (expense), net
|
Interest and other income (expense), net, consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Interest income
|
|
$
|
|
|
|
$
|
4
|
|
Interest expense
|
|
|
(543
|
)
|
|
|
(123
|
)
|
Loss on exchange of warrants
|
|
|
|
|
|
|
(723
|
)
|
|
|
|
|
|
|
|
|
|
Interest and other income (expense), net
|
|
$
|
(543
|
)
|
|
$
|
(842
|
)
|
|
|
|
|
|
|
|
|
|
On August 3, 2011, the Company entered into a Loan and Security Agreement (Loan Agreement) with Square 1 Bank, as amended.
The Loan Agreement provides the Company with a revolving credit facility of up to $12.0 million (the Facility). The Loan Agreement maturity date is April 2, 2015. Subject to the terms of the Loan Agreement, the borrowing base used
to determine loan availability under the Facility is based on a formula equal to 80% of eligible accounts receivable, with account eligibility measured in accordance with standard determinations as more particularly defined in the Loan Agreement
(the Formula Revolving Line). Prior to March 28, 2013, the Company was allowed to borrow $3.0 million, irrespective of the formula noted above and had borrowed $3.0 million from the Facility (the Non-Formula Advance). On
April 10, 2013, the date of the Seventh Amendment, Square 1 Bank added as security under the Loan Agreement all of the Companys intellectual property and to undertake certain reporting obligations to Square 1 Bank with respect to such
intellectual property. All amounts borrowed under the Facility are secured by a general security interest on the assets. On March 27, 2014, we entered into the Eighth Amendment to the Loan Agreement. In accordance with the Eighth Amendment, we
paid in full our term loan with Square 1 Bank using credit available under our Formula Revolving Line. As of March 27, 2014, no amounts are outstanding and no further credit extensions are available under the Non-Formula Advance.
Except as otherwise set forth in the Loan Agreement, borrowings made pursuant to the Formula Revolving Line will bear interest at a rate equal to the greater
of (i) 5.0% or (ii) the Prime Rate (as announced by Square 1 Bank) plus 1.75%. Additionally, there is an annual fee of $25,000 and an unused line fee equal to 0.25% of the unused line if less than 40% of the Facility is in use. In
connection with the Eighth Amendment to the Loan Agreement, we paid an additional $5,000 fee.
The Loan Agreement contains customary representations,
warranties, and affirmative and negative covenants for facilities of this type, including certain restrictions on dispositions of assets, changes in business, change in control, mergers and acquisitions, payment of dividends, and incurrence of
certain indebtedness and encumbrances. The Loan Agreement also contains customary events of default, including payment defaults and a breach of representations and warranties and covenants. If an event of default occurs and is continuing, Square 1
Bank has certain rights and remedies under the Loan Agreement, including declaring all outstanding borrowings immediately due and payable, ceasing to advance money or extend credit, and rights of set-off.
The Company must meet certain financial covenants during the term of the Facility, which included certain Adjusted EBITDA covenants, as defined, as more
particularly described in the Agreement and amendments to the Agreement (such Adjusted EBITDA amounts are for financial covenant purposes only, and do not represent projections of the Companys financial results). As of March 31, 2014, the
Company was in compliance with all of its financial covenants. The Eighth Amendment to the Loan Agreement removed the financial covenant that required the Company to maintain a minimum liquidity ratio.
At March 31, 2014, the Company had a total of $9.6 million outstanding and $2.0 million available under the Facility.
9.
|
Senior secured convertible notes
|
On April 10, 2013, the Company entered into a Convertible Note and Warrant Purchase Agreement (Agreement) with two
investors. Pursuant to this agreement, the investors purchased an aggregate of $5.0 million of 7% subordinated convertible notes (Notes) and warrants to purchase shares of the Companys common stock. Interest is payable quarterly in
cash or registered shares of the Companys common stock at the Companys option. Stock payments will be at a 7% discount to the lower of the closing price on the trading day immediately preceding or the average of the daily Volume Weighted
Average Price (VWAP) for the 20 trading days preceding the payment date. The Notes are secured by the Companys assets and are due on April 10, 2015. Each Note holder has the right, at any time, to convert their Note into
shares of the Companys common stock at an initial conversion ratio of one share of common stock for each $2.01 of principal amount of their note.
10
The Company has the option to force conversion of all or part of the Notes provided the Companys common
stock price exceeds 200% of the conversion price for 90 consecutive trading days.
The Company determined that the conversion option should be bifurcated
and accounted for as a derivative liability. Using the Black-Scholes valuation model the Company determined the fair value of the conversion option liability to be $1.4 million at the date of the Agreement. The Company also issued warrants to
purchase an aggregate of 746,268 shares of common stock at an exercise price of $2.01 per share that expire five years from the date of issuance. The fair value of these warrants, using the Black-Scholes valuation model at the date of grant, was
$768,000. The fair value of the conversion option and warrant liability was recorded as convertible debt discount and is amortizing into interest expense over the life of the notes using the effective interest rate method. The conversion option
liability and warrant liability are recorded at fair value each reporting period with changes in the fair value recorded in the condensed consolidated statements of operations. The fair value of the conversion option liability was $711,000 and
$550,000 as of March 31, 2014 and December 31, 2013, respectively, and included in the senior secured convertible notes in the accompanying condensed consolidated balance sheets. The fair value of the warrant liability was $710,000 and
$537,000 at March 31, 2014 and December 31, 2013, respectively.
The Notes are subordinate to the Square 1 Bank revolving line of credit.
In connection with the issuance of the Notes, the Company paid $356,000 in cash for placement agent fees of which $127,500 was paid to a director of the
Company. The Company also incurred legal and other consulting fees totaling $244,000 related to the issuance of the Notes. Fees related to the issuance of the Notes are recorded in prepaid expenses and are amortized into interest expense over the
life of the Notes.
10.
|
Operating information
|
The Company manages its business functionally and has historically had two reportable operating segments: Paid Search and Daily Deals. Paid
Search consists of the Companys online businesses that collectively reach customers with a variety of local online advertising products and web hosting. The Companys Daily Deals segment consisted of the Companys business that
reaches its customers with discounted offers for goods and services provided by merchants. During the second quarter of fiscal 2013, the Company decided to sell the assets relating to the Daily Deals segment. The Spreebird Business, which comprises
the entire Daily Deals segment, was deemed to be discontinued operations; and therefore, the Company has one reporting segment going forward.
U.S. GAAP
regarding disclosures about segments of an enterprise requires that public business enterprises report entity-wide disclosures. The following table presents summary operating geographic and product information as required by the entity-wide
disclosure requirements (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Revenue by geographic region:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
26,180
|
|
|
$
|
21,463
|
|
|
|
|
|
|
|
|
|
|
Revenue by product:
|
|
|
|
|
|
|
|
|
Pay-Per-Click (PPC)
|
|
|
20,028
|
|
|
|
17,535
|
|
Subscription Advertising Products
|
|
|
97
|
|
|
|
348
|
|
Domain Sales and Services
|
|
|
27
|
|
|
|
83
|
|
Display and Banner Advertising Services
|
|
|
5,897
|
|
|
|
3,463
|
|
Other
|
|
|
131
|
|
|
|
34
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
26,180
|
|
|
$
|
21,463
|
|
|
|
|
|
|
|
|
|
|
11
11.
|
Stock-based compensation
|
Stock option activity under the equity incentive plans during the three months ended March 31, 2014, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|
Outstanding at December 31, 2013
|
|
|
3,375,473
|
|
|
$
|
4.17
|
|
|
|
|
|
Granted
|
|
|
852,405
|
|
|
|
1.58
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
(372,625
|
)
|
|
|
3.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
3,855,253
|
|
|
$
|
3.66
|
|
|
$
|
356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2014
|
|
|
2,881,588
|
|
|
$
|
4.27
|
|
|
$
|
131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average fair value at grant date for the options granted during the three months ended March 31, 2014 was
$0.76.
The aggregate intrinsic value of all options exercised during the three months ended March 31, 2014 was $0.
The following table summarizes information regarding options outstanding and exercisable at March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
Options Exercisable
|
|
Range of Exercise Prices
|
|
Shares
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Shares
|
|
|
Weighted
Average
Exercise
Price
|
|
$0.00 - $2.00
|
|
|
1,072,753
|
|
|
|
6.2 years
|
|
|
$
|
1.59
|
|
|
|
379,706
|
|
|
$
|
1.58
|
|
$2.01 - $3.00
|
|
|
853,018
|
|
|
|
4.7 years
|
|
|
|
2.36
|
|
|
|
598,697
|
|
|
|
2.37
|
|
$3.01 - $4.00
|
|
|
544,806
|
|
|
|
5.5 years
|
|
|
|
3.50
|
|
|
|
522,343
|
|
|
|
3.49
|
|
$4.01 - $5.00
|
|
|
598,444
|
|
|
|
3.8 years
|
|
|
|
4.66
|
|
|
|
594,610
|
|
|
|
4.70
|
|
$5.01 - $6.00
|
|
|
164,524
|
|
|
|
3.9 years
|
|
|
|
5.59
|
|
|
|
164,524
|
|
|
|
5.60
|
|
$6.01 - $7.00
|
|
|
416,032
|
|
|
|
4.5 years
|
|
|
|
6.18
|
|
|
|
416,032
|
|
|
|
6.18
|
|
$7.01 - $8.00
|
|
|
70,000
|
|
|
|
2.0 years
|
|
|
|
7.18
|
|
|
|
70,000
|
|
|
|
7.18
|
|
$8.01 - $9.00
|
|
|
55,000
|
|
|
|
1.2 years
|
|
|
|
8.98
|
|
|
|
55,000
|
|
|
|
8.98
|
|
$9.01 - $10.00
|
|
|
15,000
|
|
|
|
1.2 years
|
|
|
|
9.90
|
|
|
|
15,000
|
|
|
|
9.90
|
|
$10.01 - $16.59
|
|
|
65,676
|
|
|
|
0.8 years
|
|
|
|
15.76
|
|
|
|
65,676
|
|
|
|
15.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,855,253
|
|
|
|
4.9 years
|
|
|
$
|
3.66
|
|
|
|
2,881,588
|
|
|
$
|
4.27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of these options were estimated at the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions:
|
|
|
|
|
Three Months
Ended March 31,
|
|
|
2014
|
Risk-free interest rate
|
|
1.00%
|
Expected lives (in years)
|
|
3.5 years
|
Expected dividend yield
|
|
None
|
Expected volatility
|
|
67.80%
|
12
Restricted stock unit activity under the 2011 Omnibus Plan for the three months ended March 31, 2014, is as
follows:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted Average
Grant Date Fair
Value
|
|
Unvested at December 31, 2013
|
|
|
247,855
|
|
|
$
|
2.14
|
|
Granted
|
|
|
|
|
|
|
|
|
Vested
|
|
|
(214,704
|
)
|
|
|
2.12
|
|
Cancelled
|
|
|
(1,840
|
)
|
|
|
2.29
|
|
|
|
|
|
|
|
|
|
|
Unvested at March 31, 2014
|
|
|
31,311
|
|
|
$
|
2.29
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense recognized for the three months ended March 31, 2014 and 2013, was as follows (in
thousands, except per share amount):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Cost of revenues
|
|
$
|
12
|
|
|
$
|
28
|
|
Sales and marketing
|
|
|
29
|
|
|
|
134
|
|
General and administrative
|
|
|
195
|
|
|
|
290
|
|
Research and development
|
|
|
17
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
253
|
|
|
$
|
534
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net stock-based compensation expense per share
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
On February 7, 2013, the Company repriced warrants to purchase 615,080 shares of the Companys common stock with an exercise price
of $8.09 per share to an exercise price of $2.10 per share. The warrants were issued in connection with a private placement transaction consummated on August 1, 2007, including warrants to purchase 537,373 shares of the Companys common
stock issued on August 1, 2007 (the Series B Warrants) and warrants to purchase 77,707 shares of the Companys common stock issued on January 20, 2011, as a result of the anti-dilution provisions contained in each of the
Series B Warrants (the New Series B Warrants and together with the Series B Warrants, the Warrants).
On February 28, 2013,
the Company entered into separate Exchange Agreements with each of the holders (collectively the Investors) of all of these outstanding Warrants.
In the Exchange Agreements, the Investors agreed to surrender for cancellation all of their Warrants in exchange for an aggregate of 430,561 shares of the
Companys common stock. As a result of the modification and exchange, the Company recorded a loss on warrant exchange of $723,000 during the quarter ended March 31, 2013. The loss on warrant exchange has been included in interest income
and other income (expense), net in the accompanying consolidated statements of operations.
See
Note 9 - Senior secured convertible notes
footnote,
relating to warrants issued in the second quarter fiscal 2013 as part of the issuance of the senior secured convertible notes.
Warrant activity for the
three months ended March 31, 2014, was as follows:
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at December 31, 2013
|
|
|
766,268
|
|
|
$
|
2.03
|
|
Issued
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
766,268
|
|
|
$
|
2.03
|
|
|
|
|
|
|
|
|
|
|
Exercisable at March 31, 2014
|
|
|
766,268
|
|
|
$
|
2.03
|
|
|
|
|
|
|
|
|
|
|
13
The following table summarizes information regarding warrants outstanding and exercisable at March 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants Outstanding and Exercisable
|
|
Range of Exercise Price
|
|
Shares
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
|
Weighted
Average
Exercise
Price
|
|
$ 2.01
|
|
|
746,268
|
|
|
|
4.0 years
|
|
|
$
|
2.01
|
|
$ 2.87
|
|
|
20,000
|
|
|
|
0.6 years
|
|
|
|
2.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
766,268
|
|
|
|
4.2 years
|
|
|
|
2.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.
|
Discontinued Operations
|
As a result of the decision by the Company to sell all of the assets related to the Spreebird business, the results of operations relating
to this business have been reclassified to discontinued operations in the consolidated statements of operations for all periods presented.
Revenue and
pretax income (loss) related to discontinued operations are as follows: (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Revenue
|
|
$
|
|
|
|
$
|
291
|
|
|
|
|
|
|
|
|
|
|
Pretax income (loss)
|
|
$
|
|
|
|
$
|
(221
|
)
|
Provision (benefit) for income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations (net of taxes)
|
|
$
|
|
|
|
$
|
(221
|
)
|
|
|
|
|
|
|
|
|
|
14.
|
Fair Value Measurement of Financial Assets and Liabilities
|
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2014
(in thousands):
|
|
|
|
|
|
|
|
|
Description
|
|
As of
March 31,
2014
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
$
|
710
|
|
|
$
|
710
|
|
|
|
|
|
|
|
|
|
|
Convertible option liability
|
|
$
|
711
|
|
|
$
|
711
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes our financial assets and liabilities measured at fair value on a recurring basis as of
December 31, 2013 (in thousands):
|
|
|
|
|
|
|
|
|
Description
|
|
As of
December 31,
2013
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Warrant liability
|
|
$
|
537
|
|
|
$
|
537
|
|
|
|
|
|
|
|
|
|
|
Convertible option liability
|
|
$
|
550
|
|
|
$
|
550
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2014, our conversion option and warrant liabilities were based on measurement at fair value without
observable market values that required a high level of judgment to determine fair value (Level 3) using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as our stock price, risk-free interest
rates and expected volatility.
14
The fair value of the financial liabilities was estimated at March 31, 2014, using a Black-Scholes option
pricing model with the following assumptions:
|
|
|
|
|
|
|
Warrant
|
|
Conversion
option
|
Risk-free interest rate
|
|
1.73%
|
|
0.13%
|
Expected lives (in years)
|
|
4.0 years
|
|
1.0 years
|
Expected dividend yield
|
|
None
|
|
None
|
Expected volatility
|
|
65.88%
|
|
42.17%
|
The following table presents a reconciliation for warrant and conversion option liabilities measured and recorded at fair
value on a recurring basis, using significant unobservable inputs (Level 3) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Warrant
|
|
|
Conversion
option
|
|
Balance at December 31, 2013
|
|
$
|
537
|
|
|
$
|
550
|
|
Change in fair value
|
|
|
173
|
|
|
|
161
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2014
|
|
$
|
710
|
|
|
$
|
711
|
|
|
|
|
|
|
|
|
|
|
15. Subsequent Events
On May 7, 2014,
the Companys board of directors appointed the chairman of the board, Fred Thiel, as chief executive officer of the Company. The board of directors further decided to eliminate the position of president and chief operating officer, and as a
result, Mike Sawtell is no longer with the Company.
15
Item 2.
|
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
This
Quarterly Report on Form 10-Q or certain information included or incorporated by reference in this report, contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, are statements that could be deemed forward-looking statements within the meaning of the federal securities laws. These statements relate to our future operations, prospects, potential products,
services, developments and business strategies. These statements can, in some cases, be identified by the use of terms such as may, will, should, could, would, expect,
plan, anticipate, believe, estimate, predict, project, and potential or the negative of such terms or other comparable terminology. In addition, important factors to
consider in evaluating such forward-looking statements include changes or developments in social, economic, market, legal or regulatory circumstances, changes in our business or growth strategy or an inability to execute our strategy due to changes
in our industry or the economy generally, the emergence of new or growing competitors, the actions or omissions of third parties, including customers, competitors and governmental authorities, and various other factors, including those described or
referred to in Item 1A of Part II of this Quarterly Report. Should any one or more of these risks or uncertainties materialize, or the underlying estimates or assumptions prove incorrect, our actual results could differ materially from those
expressed in the forward-looking statements and there can be no assurance that the forward-looking statements contained in this report will in fact occur.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the attached condensed
consolidated financial statements and related notes thereto, and with the audited consolidated financial statements and related notes thereto as of December 31, 2013, and for the year ended December 31, 2013, included in our Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 28, 2014.
Overview
We are a leading local advertising technology company that provides our search results to consumers who are searching online for local businesses, products and
services. Our search results consist primarily of local business listings and product listings that we aggregate, index, normalize and syndicate using our sophisticated technology platforms. We provide our search results through our flagship
Local.com website, our Krillion.com website and platform and through other proprietary websites (Owned and Operated or O&O) and to a network of websites that rely on our search syndication services to provide local search
results to their own users (Network). We also aggregate and distribute product search results to third party partners through our proprietary Krillion
®
local shopping platform. We
generate revenue from a variety of ad units we place alongside our search results, which include pay-per-click, pay-per-call, and display (banner) ad units, including video.
We use patented and proprietary technologies and systems to provide users of our O&O websites and Network with relevant search results for local
businesses, products and services, event information, ratings and reviews, driving directions and more into our search results. By distributing this information across our O&O websites and Network, we are able to reach users that our direct
advertisers and advertising partners desire to reach.
Recent Developments
On January 10, 2014, we entered into a separation and general release agreement with our former chief executive officer, Heath B. Clarke. In accordance
with the Separation and General Release Agreement we agreed to pay our former chief executive officer a severance amount of $772,000 over a period of ten months starting in January 2014, all of which was expensed in the first quarter of 2014.
On March 27, 2014, we entered into the Eighth Amendment to the Loan and Security Agreement with Square 1 Bank. In accordance with the Eighth Amendment,
we paid in full our term loan with Square 1 Bank using credit available under our Formula Revolving Line. The Eighth Amendment also extended the term of the Loan Agreement through April 2015 and removed the liquidity ratio covenant requirement.
On May 7, 2014, our board of directors appointed the chairman of the board, Fred Thiel, as chief executive officer of the Company. The board of directors
further decided to eliminate the position of president and chief operating officer, and as a result, Mike Sawtell is no longer with the Company.
Outlook for Our Business
According to BIA/Kelsey, U.S.
local online advertising revenue will reach approximately $137.5 billion in 2014. Local search, that is, searches for products, services and businesses within a geographic region is an increasingly significant segment of the online
advertising industry. Local search allows consumers to search for local businesses products or services by including geographic area, zip code, city and other geographically targeted search parameters in their search requests such as
entering florists in Irvine, CA. In addition, BIA/Kelsey estimates that the local search market in the U.S. will grow from $6.3 billion in 2013, to $8.6 billion by 2017.
Consumers who conduct local searches on the Internet (local searchers) tend to convert into buying customers at a higher rate than other types of
Internet users. As a result, advertisers often pay a significant premium to place their ads in front of local searchers on websites like those powered by our O&O and Network business, including Local.com or our network partners websites.
16
Local online search and more specifically local mobile search is still growing at a fast pace, and as a result,
it is difficult to determine our current market share, or predict our future market share. However, we have a number of competitors that have announced an intention to increase their focus on local search with regard to U.S. online advertising,
including some of the leading online advertising companies in the world, including Google, Yahoo, and Microsoft, among many others, with greater experience and resources than we have. For example, Facebook announced a Graph Search tool which allows
users to access the interests and opinions of friends regarding local places, movies and interests and which may emerge as a significant competitor to our current offerings.
The U.S. online advertising industry, including the local search segment, is regularly impacted and changed by new and emerging technologies, including, for
instance, ad targeting and mobile technologies, as well as the increased fragmentation of the online advertising industry in general, from different technology platforms, to different advertising formats, targeting methodologies and the like. Those
companies within our industry who are able to quickly adapt to new technologies, as well as offer innovations of their own, have a better chance of succeeding than those that do not.
We believe that local search and more specifically local mobile search will be an increasingly significant segment of the online advertising industry.
Although search advertising has been used primarily by businesses that serve the national market, local businesses are increasingly using online advertising to attract local customers. Our product offerings are all designed to serve this market of
consumers, advertisers and publishers, which we believe will provide an opportunity for growth from increased local search and local mobile search volumes by consumers, as well as increased competition, by advertisers to display their ad listings in
front of those consumers.
Our revenue, profitability and future growth depend not only on our ability to execute our business plan, but also, the growth
of the paid-search market and our ability to effectively compete with other providers of local and paid-search technologies and services among other things.
As we continue to diversify our technologies and traffic sources, we remain focused on technology and advertising offerings that will improve the experience
for our end users, and allow our network and other third party partners to enhance their service offerings and lower their costs. While we are still very focused on the local search industry, we believe there are additional opportunities in
technology and advertising that we and our customers can benefit from, while diversifying our revenue sources. We intend to continue making significant investments in initiatives to diversify our revenue sources and promote our future growth.
As we continue to invest in our core offerings, we have increased our operating expenses, mainly related to traffic acquisition costs, the deployment of new
features and functionality across our business and the support of our new initiatives. We cannot give assurances that our efforts to improve our results of operations through this strategy will be successful.
We believe the consumer shift to mobile devices presents a tremendous opportunity for us. Today, consumers are using their mobile devices more than ever
before to search for local products and services.
We believe that Krillion can become the engine which powers third party apps and sites that seek to
provide on-the-go mobile consumers with the local product information they want, when they need it, along their path to purchase. We believe that our role in this emerging marketplace may enable us to be at the forefront of the ongoing
transformation of consumer shopping behavior with what we believe could be a potentially disruptive solution. If this happens, we believe we will be in a better position to control our financial future by having direct relationships with retailers
and brands and as a result we expect to be able to reduce our reliance on third party advertisers.
In addition, we believe that any wide adoption of the
Krillion platform would result in access to an immense amount of data about retailers, manufacturers, and consumers alike. We believe this could further evolve Krillions platform into a location-based data play, complete with highly valuable
consumer behavior trends, price history by category and other valuable information. We believe we are in the early stages of this evolution in consumer search and we believe we are well positioned to take advantage of it.
Sources of Revenue
We generate revenue primarily on our
Local.com website and Network from both direct and indirect advertiser relationships, via:
|
|
|
click-throughs on sponsored listings;
|
17
|
|
|
calls to cost-per-call advertiser listings;
|
|
|
|
subscription advertiser listings;
|
|
|
|
domain sales and services; and
|
Operating Expenses
Cost of Revenues
Cost of revenues consists of
traffic acquisition costs, revenue sharing payments that we make to our network partners, and other cost of revenues. Traffic acquisition costs consist primarily of campaign costs associated with driving consumers to our Local.com website, including
personnel costs associated with managing traffic acquisition programs. Other cost of revenues consists of Internet connectivity costs, data center costs, amortization of certain software license fees and maintenance, depreciation of computer
equipment used in providing our paid-search services, and payment processing fees. We advertise on large search engine websites such as Google, Yahoo and Microsoft, as well as other search engine websites, by bidding on certain keywords we believe
will drive traffic to our Local.com website. During the three months ended March 31, 2014 and 2013, approximately 76% and 54% respectively, of our overall traffic was purchased from other search engine websites. During the three months ended
March 31, 2014, advertising costs to drive consumers to our Local.com website were $9.4 million of which $7.5 million and $1.3 million were attributable to Google and Yahoo, respectively. During the three months ended March 31, 2013,
advertising costs to drive consumers to our Local.com website were $10.3 million, of which $7.4 million and $2.0 million were attributable to Google and Yahoo, respectively. If we are unable to advertise on these websites, or the cost to advertise
on these websites increases, our financial results will likely suffer materially.
Sales and Marketing
Sales and marketing expenses consist of sales commissions and salaries for our internal and outsourced sales force, customer service staff and marketing
personnel, advertising and promotional expenses. We record advertising costs and sales commission in the period in which the expense is incurred. We expect our sales and marketing expenses will increase in absolute dollars as we continue to
experience growth.
General and Administrative
General and administrative expenses consist of salaries and other costs associated with employment of our executive, finance, human resources and information
technology staff, legal, tax and accounting, and professional service fees.
Research and Development
Research and development expenses consist of salaries and other costs of employment of our development staff, outside contractor costs and amortization of
capitalized website development costs.
Critical Accounting Policies and Use of Estimates
The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities and equity and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. We
review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the result of which forms the basis for making judgments about the
carrying values of assets and liabilities and the reported amounts of revenue and expenses. Actual results may differ materially from these estimates under different assumptions or conditions. Our significant accounting policies described in more
detail in Note 1 to our condensed consolidated financial statements included in this Report on Form 10-Q, involve judgments and estimates that are significant to the presentation of our condensed consolidated financial statements.
Revenue Recognition
We recognize revenue when all
of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable;
and (4) the collection of our fees is probable.
18
We generate revenue when it is realizable and earned, as evidenced by click-throughs occurring on
advertisers sponsored listings, the display of a banner advertisement and the fulfillment of subscription listing obligations. We enter into contracts to distribute sponsored listings and banner advertisements with direct and indirect
advertisers. Most of these contracts are short-term, do not contain multiple elements and can be cancelled at any time. Our indirect advertisers provide us with sponsored listings with bid prices (for example, what their advertisers are willing to
pay for each click-through on those listings). We recognize our portion of the bid price based upon the contractual agreement. Sponsored listings and banner advertisements are included within pages that display search results, among others, in
response to keyword searches performed by consumers on its O&O websites and Network. Revenue is recognized when earned based on click-through and impression activity to the extent that collection is reasonably assured from credit worthy
advertisers. Revenue recognized is net of estimated adjustments for traffic screening. Management has analyzed revenue recognition and determined that web hosting revenue is recognized net of direct costs.
We evaluate whether it is appropriate to record the gross amount of sales and related costs or the net amount earned as revenue. Generally, when we are
primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sales price. We generally record the
net amounts as revenue earned if we are not primarily obligated and do not have latitude in establishing prices. Such amounts earned are determined using a fixed percentage, a fixed-payment schedule, or a combination of the two. All revenue, other
than web hosting revenue, is recognized on a gross basis.
Allowance for Doubtful Accounts
Our management estimates the losses that may result from that portion of our accounts receivable that may not be collectible as a result of the inability of
our customers to make required payments. Management specifically analyzes accounts receivable and historical bad debt, customer concentration, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating
the adequacy of the allowance for doubtful accounts. If we believe that our customers financial condition has deteriorated such that it impairs their ability to make payments to us, additional allowances may be required. We review past due
accounts on a monthly basis and record an allowance for doubtful accounts generally equal to any accounts receivable that are over 90 days past due and for which collectability is not reasonably assured.
During the fourth quarter 2013, we fully reserved our long-term receivable resulting in an additional charge to the income statement of $1.7 million. The
long-term receivable relates to legacy subscribers that were billed via their phone bills from local exchange carriers.
As of March 31, 2014, two
customers, Yahoo and Google, represented 59% of our total accounts receivable. These customers have historically paid within the payment period provided for under their contracts and management believes these customers will continue to do so.
Goodwill and Other Intangible Assets
Goodwill
representing the excess of the purchase price over the fair value of the net tangible and intangible assets arising from acquisitions and purchased domain names are recorded at cost. Intangible assets, such as goodwill and domain names, which are
determined to have an indefinite life, are not amortized. The first step in determining if there is any goodwill impairment is a comparison of the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the
estimated fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not considered impaired and the second step is unnecessary. If the carrying value of the reporting unit exceeds its estimated fair value, the
second step is performed to measure the amount of impairment by comparing the carrying amount of the goodwill to a determination of the implied value of the goodwill. If the carrying amount of goodwill is greater than the implied value, an
impairment charge is recognized for the difference.
We perform annual impairment reviews during the fourth fiscal quarter of each year or earlier if
indicators of potential impairment exist. For other intangible assets with indefinite lives, we compare the fair value of related assets to the carrying value to determine if there is impairment. Our indefinite lived intangible assets consist of
domain names for which the fair value is determined by using a third party valuation site which calculates the value of domain names using internal algorithms. For other intangible assets with definite lives, we compare future undiscounted cash flow
forecasts prepared by management to the carrying value of the related intangible asset group to determine if there is an impairment. We did not identify any indicators of potential impairment during the first quarter of fiscal 2014 and therefore no
impairment review was performed.
19
Stock Based Compensation
Total stock-based compensation expense recognized for the three months ended March 31, 2014 and 2013, is as follows (in thousands, except per share
amount):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Cost of revenues
|
|
$
|
12
|
|
|
$
|
28
|
|
Sales and marketing
|
|
|
29
|
|
|
|
134
|
|
General and administrative
|
|
|
195
|
|
|
|
290
|
|
Research and development
|
|
|
17
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
253
|
|
|
$
|
534
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net stock-based compensation expense per share
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
Results of Operations
The following table sets forth our historical operating results as a percentage of revenue for the three months ended March 31, 2014 and 2013:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Revenue
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
77.9
|
|
|
|
72.7
|
|
Sales and marketing
|
|
|
9.0
|
|
|
|
14.8
|
|
General and administrative
|
|
|
12.7
|
|
|
|
13.7
|
|
Research and development
|
|
|
6.0
|
|
|
|
8.1
|
|
Amortization of intangibles
|
|
|
0.9
|
|
|
|
1.1
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
106.4
|
|
|
|
110.4
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
(6.4
|
)
|
|
|
(10.4
|
)
|
Interest and other income (expense), net
|
|
|
(2.1
|
)
|
|
|
(3.9
|
)
|
Change in fair value of warrant liability
|
|
|
(1.3
|
)
|
|
|
0.0
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
(9.8
|
)
|
|
|
(14.3
|
)
|
Provision for income taxes
|
|
|
1.0
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
|
(10.8
|
)
|
|
|
(14.6
|
)
|
|
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations (net of taxes)
|
|
|
|
|
|
|
(1.0
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(10.8
|
)%
|
|
|
(15.6
|
)%
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 and 2013
Revenue (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
Percent
change
|
|
|
|
2014
|
|
|
(*)
|
|
|
2013
|
|
|
(*)
|
|
|
Owned and operated
|
|
$
|
11,418
|
|
|
|
43.6
|
%
|
|
$
|
13,180
|
|
|
|
61.4
|
%
|
|
|
(13.4
|
)%
|
Network
|
|
|
14,762
|
|
|
|
56.4
|
%
|
|
|
8,283
|
|
|
|
38.6
|
%
|
|
|
78.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
|
$
|
26,180
|
|
|
|
100.0
|
%
|
|
$
|
21,463
|
|
|
|
100.0
|
%
|
|
|
22.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*)
Percent of total revenue
Owned and operated revenue for the three months ended March 31, 2014, decreased 13.4% compared to the same period in 2013.
The decrease in revenue for the three months ended March 31, 2014, compared to the same period in 2013 is due to a
20
decrease in monetization as our revenue per thousand visitors (RKV) decreased from $215 for the three months ended March 2013 to $189 for the three months ended March 31, 2014.
The decrease in monetization is largely due to lower revenue per click from one of our largest advertising partners combined with change in the mix of traffic, more heavily weighted to mobile visits. Although traffic was consistent quarter over
quarter the mix of traffic changed and was more weighted towards mobile traffic, which had a negative impact on our RKV for the first quarter of fiscal 2014 as mobile traffic generally monetizes at a lower level.
Network revenue for the three months ended March 31, 2014, increased 78.2%, compared to the same period in 2013. The increase is primarily due to an
increase in the number of network partner websites as well as an increase in revenue from certain network partners. The increase is partially offset by a decrease in organic traffic to existing partner websites due to algorithmic changes made by a
large search engine affecting the way in which the search engine indexes our network partner websites. A portion of the Network revenue is based on other websites for which we provide our organic and third-party ad feeds. We have experienced
volatility in this portion of our Network revenue related to changes in the partners traffic levels, traffic quality and market conditions for paid search. This portion of our Network revenue remains volatile. If we experience a reduction in
the number of Network partner websites receiving our organic and third-party ad feeds, or if the overall traffic levels derived from our Network partner websites is reduced, or if the quality of traffic derived from those Network partner websites is
diminished, we expect that our Network revenue would decrease materially.
Based on the above, total revenue for the three months ended March 31,
2014, increased 22%, compared to the same period in 2013.
The following table identifies our major customers that represented greater than 10% of our
total revenue in the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Revenue
Three Months Ended March 31,
|
|
Customer
|
|
2014
|
|
|
2013
|
|
Google Inc
|
|
|
21.9
|
%
|
|
|
34.7
|
%
|
Yahoo! Inc.
|
|
|
47.1
|
%
|
|
|
33.3
|
%
|
Operating expenses:
Operating expenses were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
Percent of
Total
Revenue
|
|
|
2013
|
|
|
Percent of
Total
Revenue
|
|
|
Percent
Change
|
|
Cost of revenues
|
|
$
|
20,405
|
|
|
|
77.9
|
%
|
|
$
|
15,594
|
|
|
|
72.7
|
%
|
|
|
30.9
|
%
|
Sales and marketing
|
|
|
2,350
|
|
|
|
9.0
|
%
|
|
|
3,179
|
|
|
|
14.8
|
%
|
|
|
(26.1
|
)%
|
General and administrative
|
|
|
3,318
|
|
|
|
12.7
|
%
|
|
|
2,947
|
|
|
|
13.7
|
%
|
|
|
12.6
|
%
|
Research and development
|
|
|
1,559
|
|
|
|
6.0
|
%
|
|
|
1,735
|
|
|
|
8.1
|
%
|
|
|
(10.1
|
)%
|
Amortization of intangibles
|
|
|
225
|
|
|
|
0.9
|
%
|
|
|
231
|
|
|
|
1.1
|
%
|
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
$
|
27,857
|
|
|
|
106.4
|
%
|
|
$
|
23,686
|
|
|
|
110.4
|
%
|
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
Cost of
revenues for the three months ended March 31, 2014, increased by 31%, compared to the same period in 2013. The increase during the three months ended March 31, 2014, compared to the same period in 2013 is due to an increase in revenue
share related to network revenue. The increase in revenue share was partially offset by a decrease in traffic acquisition costs associated with driving consumers to our Local.com website.
Sales and marketing
Sales and marketing expenses for the
three months ended March 31, 2014, decreased 26.1% compared to the same period in 2012. The decrease is mainly due to a decrease in personnel-related costs as part of our continued cost savings efforts. In January 2013, we made a decision to
eliminate our direct sales efforts of our SMB product suite to small and medium size businesses. We are still providing our SMB solution through our channel partners.
21
General and administrative
General and administrative expenses for the three months ended March 31, 2014, increased 12.6% compared to the same period in 2013. The increase was
mainly due to a severance charge of $911,000 of which the majority related to the departure of our Chief Executive Officer during the first quarter of 2014. The increase was partially offset by the continued cost saving efforts by the Company.
Research and development
Research and development
expenses for the three months ended March 31, 2014, decreased by 10.1%, compared to the same period in 2013. The decrease is due to higher capitalization of personnel related costs as we continue to invest in new initiatives, including mobile
and local shopping, together with a reduction in consulting fees as part of our continued operating efficiency improvements. We capitalized an additional $565,000 of research and development expenses for website development and amortized $607,000 of
capitalized website development costs during the three months ended March 31, 2014. We capitalized an additional $502,000 of research and development expenses for website development and amortized $606,000 of capitalized website development
costs during the three months ended March 31, 2013.
Amortization of intangibles
Amortization of intangibles expense was $225,000 for the three months ended March 31, 2014, compared to $231,000 for the same period in 2013.
Interest and other income (expense), net
Interest and
other income (expense), net was ($543,000) for the three months ended March 31, 2014, compared to ($842,000) for the same period in 2013. The decrease in interest expense is due to a $723,000 charge related to the loss on exchange of warrants
recorded in the first quarter of fiscal 2013. The decrease is partially offset by an increase in interest expense related to the convertible notes the Company entered into in April 2013. The interest relating to the convertible notes include cash
and non-cash interest expense.
Provision for income taxes
Provision for income taxes was $274,000 and $72,000 for the three months ended March 31, 2014 and 2013, respectively. Taxes are primarily due to
anticipated tax amortization on indefinite-lived assets, partially offset by California research and development credits.
Liquidity and Capital
Resources
Liquidity and capital resources highlights (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
2014
|
|
|
2013
|
|
Cash
|
|
$
|
3,711
|
|
|
$
|
5,069
|
|
|
|
|
|
|
|
|
|
|
Working capital (deficit)
|
|
$
|
(4,266
|
)
|
|
$
|
(2,304
|
)
|
|
|
|
|
|
|
|
|
|
Cash flow highlights (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Net cash provided by (used in) operating activities
|
|
$
|
(727
|
)
|
|
$
|
1,057
|
|
Net cash used in investing activities
|
|
|
(940
|
)
|
|
|
(635
|
)
|
Net cash (used in) provided by financing activities
|
|
|
309
|
|
|
|
(1,051
|
)
|
We have funded our business, to date, primarily from issuances of equity securities as well as through debt facilities. Cash
was $3.7 million as of March 31, 2014, and $5.1 million as of December 31, 2013. We had a working capital deficit of $4.3 million as of March 31, 2014, and $2.3 million as of December 31, 2013. As of March 31, 2014, we had a
total of $9.6 million outstanding on the revolving credit facility with Square 1 Bank, with additional availability dependent on fluctuations in the borrowing base up to a maximum of $12 million. On March 27, 2014, we entered into an Amendment
with Square 1
22
Bank, pursuant to which we paid off the entire term loan with Square 1 Bank using the availability under our revolving credit facility. The decrease in working capital is largely due to a
decrease in cash and other accrued liabilities. Cash decreased due to the payment of severance and other compensation related charges during the three months ended March 31, 2014.
Net cash used in operating activities was $727,000 for the three months ended March 31, 2014. Net loss adjusted for non-cash charges (adding back
depreciation and amortization, stock-based compensation expense, change in fair value of derivative liability and non-cash interest expense) was approximately $456,000, and changes in operating assets and liabilities provided cash of $271,000 for
the three months ended March 31, 2014. Net cash provided by operating activities was $1.1 million for the three months ended March 31, 2013. Net loss adjusted for non-cash charges (adding back depreciation and amortization, stock-based
compensation expense, change in fair value of warrant liability and loss on exchange of warrants) was approximately $825,000, and changes in operating assets and liabilities provided cash of $1.8 million for the three months ended March 31,
2013.
There are four primary drivers that affect cash provided by or (used in) operations: net income (loss); non-cash adjustments to net income (loss);
changes in accounts receivable; and changes in accounts payable. For the three months ended March 31, 2014, the terms of our accounts receivable and accounts payable remained unchanged.
The table below substantiates the change in net cash provided by (used in) operating activities for the three months ended March 31, 2014 and 2013 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
Change
|
|
Net income (loss)
|
|
$
|
(2,828
|
)
|
|
$
|
(3,353
|
)
|
|
$
|
525
|
|
Non-cash (1)
|
|
|
2,372
|
|
|
|
2,528
|
|
|
|
(156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(456
|
)
|
|
|
(825
|
)
|
|
|
369
|
|
AR, AP and Other
|
|
|
(271
|
)
|
|
|
1,882
|
|
|
|
(2,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operations
|
|
$
|
(727
|
)
|
|
$
|
1,057
|
|
|
$
|
(1,784
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes depreciation, amortization, change in fair value of derivative liabilities, loss on exchange of warrants, non-cash expense related to stock-based compensation, non-cash interest expense, and provision for
doubtful accounts.
|
Net cash used in investing activities was $940,000 for the three months ended March 31, 2014, of which all related
to capital expenditures, primarily for website development costs. Net cash provided by financing activities was $309,000 for the three months ended March 31, 2014, and primarily consisted of net proceeds from the Square 1 Bank revolving line of
credit of $2.2 million partially offset by the repayment of the Square 1 Bank term loan. Net cash used in investing activities was $635,000 for the three months ended March 31, 2013, all of which related to capital expenditures, primarily for
website development costs. Net cash used in financing activities was $1.1 million for the three months ended March 31, 2013, and primarily consisted of $1.0 million repayment of a portion of the outstanding balance on the Square One Bank line
of credit.
Management believes that based upon projected operating needs, cash from operations, availability on our revolving credit facility and the
issuance of Notes will be sufficient to fund our operations for at least the next 12 months. However, we continue to evaluate our operating plan and manage our costs in line with estimated revenues, including contingencies for further cost
reductions if projected revenue and improvements in operating results are not fully realized. Furthermore, if the projections and assumptions used by management to form its opinion prove incorrect, then we may require additional capital to fund
our operations over the next 12 months. Management cannot provide assurances that, if required, any additional equity or debt arrangements will be available to us in the future or that the required capital would be available on terms acceptable to
us, if at all, or that any such activity would not be dilutive to our stockholders.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
23