UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31,September 30, 2017

 

Commission File Number 000-25779

 

THESTREET, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware06-1515824
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
incorporation or organization)

 

14 Wall Street

New York, New York 10005

(Address of principal executive offices, including zip code)

 

(212) 321-5000

(Registrant'sRegistrant’s telephone number, including area code)

 

Indicate by a check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx ☒  No¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant as required to submit and post such files). Yesx  No¨

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer¨   ☐    Accelerated filer¨   ☐    Non-accelerated filer¨   ☐    Smaller reporting companyx

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ ☐ Nox

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

Number of Shares Outstanding
Title of ClassNumber of Shares Outstanding

as of May 8,November 10, 2017

Common Stock, par value $0.01 per share35,660,28649,013,925

 

 

 

 

TheStreet, Inc.

Form 10-Q

 

As of and for the Three and Nine Months Ended March 31,September 30, 2017

 

Part I - FINANCIAL INFORMATION3
Item 1.Interim Condensed Consolidated Financial Statements3
 Condensed Consolidated Balance Sheets3
 Condensed Consolidated Statements of Operations4
 Condensed Consolidated Statements of Comprehensive LossIncome (Loss)5
 Condensed Consolidated Statements of Cash Flows6
 Notes to Condensed Consolidated Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1921
Item 3.Quantitative and Qualitative Disclosures About Market Risk2835
Item 4.Controls and Procedures2836
   
PART II - OTHER INFORMATION2936
Item 1.Legal Proceedings2936
Item 1A.Risk Factors2936
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2936
Item 3.Defaults Upon Senior Securities2936
Item 4.Mine Safety Disclosures2937
Item 5.Other Information2937
Item 6.Exhibits3038
SIGNATURES3139

 

1 

 

 

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under "Risk Factors"“Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016. Additional risk factors may be described from time to time in our future filings with the Securities and Exchange Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

Unless the context suggests otherwise, specifically, references in this Quarterly Report to “TheStreet,” the “Company,” “we,” “us” and “our” refer to TheStreet, Inc. and its consolidated subsidiaries.

 

2 

 

 

Part I – FINANCIAL INFORMATION

Item 1.Interim Condensed Consolidated Financial Statements.

 

Item 1.           Interim Condensed Consolidated Financial Statements.

THESTREET, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 

 March 31, 2017  December 31, 2016  September 30, 2017  December 31, 2016 
ASSETS (unaudited)     
assets (unaudited)     
Current Assets:                
Cash and cash equivalents $22,661,634  $21,371,122  $23,990,179  $21,371,122 
Accounts receivable, net of allowance for doubtful accounts of $316,250 as of March 31, 2017 and $316,204 as of December 31, 2016  5,052,019   5,119,959 
Accounts receivable, net of allowance for doubtful accounts of $331,793 as of September 30, 2017 and $316,204 as of December 31, 2016  4,809,393   5,119,959 
Other receivables, net  376,761   358,266   309,832   358,266 
Prepaid expenses and other current assets  1,459,160   1,416,956   2,014,597   1,416,956 
Total current assets  29,549,574   28,266,303   31,124,001   28,266,303 
                
Noncurrent Assets:                
Property and equipment, net of accumulated depreciation and amortization of $5,951,293 as of March 31, 2017 and $5,682,286 as of December 31, 2016  3,234,397   3,550,007 
Property and equipment, net of accumulated depreciation and amortization of $5,420,056 as of September 30, 2017 and $5,682,286 as of December 31, 2016  2,834,366   3,550,007 
Marketable securities  1,443,000   1,550,000   1,600,250   1,550,000 
Other assets  306,972   285,843   302,091   285,843 
Goodwill  29,308,594   29,183,141   29,408,292   29,183,141 
Other intangible assets, net of accumulated amortization of $20,953,514 as of March 31, 2017 and $20,134,178 as of December 31, 2016  14,922,730   15,127,818 
Other intangible assets, net of accumulated amortization of $22,545,755 as of September 30, 2017 and $20,134,178 as of December 31, 2016  14,399,003   15,127,818 
Restricted cash  500,000   500,000   500,000   500,000 
Total Assets $79,265,267  $78,463,112  $80,168,003  $78,463,112 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY        
liabilities and stockholders’ equity        
Current Liabilities:                
Accounts payable $2,594,444  $2,526,034  $2,189,424  $2,526,034 
Accrued expenses  3,500,680   5,115,558   3,563,019   5,115,558 
Deferred revenue  25,306,705   22,476,962   24,338,054   22,476,962 
Other current liabilities  986,992   983,799   1,906,511   983,799 
Total current liabilities  32,388,821   31,102,353   31,997,008   31,102,353 
Noncurrent Liabilities:                
Deferred tax liability  2,184,759   2,036,487   2,481,303   2,036,487 
Other noncurrent liabilities  3,195,367   3,274,816   2,146,454   3,274,816 
Total liabilities  37,768,947   36,413,656   36,624,765   36,413,656 
                
Stockholders’ Equity:                
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of March 31, 2017 and December 31, 2016; the aggregate liquidation preference totals $55,000,000 as of March 31, 2017 and December 31, 2016  55   55 
Common stock; $0.01 par value; 100,000,000 shares authorized; 43,144,093 shares issued and 35,628,317 shares outstanding as of March 31, 2017, and 42,936,906 shares issued and 35,421,217 shares outstanding as of December 31, 2016  431,441   429,369 
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of September 30, 2017 and December 31, 2016; the aggregate liquidation preference totals $55,000,000 as of September 30, 2017 and December 31, 2016  55   55 
Common stock; $0.01 par value; 100,000,000 shares authorized; 43,404,372 shares issued and 35,872,589 shares outstanding as of September 30, 2017, and 42,936,906 shares issued and 35,421,217 shares outstanding as of December 31, 2016  434,044   429,369 
Additional paid-in capital  271,538,200   271,143,445   272,345,333   271,143,445 
Accumulated other comprehensive loss  (5,720,753)  (5,898,305)  (5,005,790)  (5,898,305)
Treasury stock at cost; 7,515,776 shares as of March 31, 2017 and 7,515,689 shares as of December 31, 2016  (13,211,216)  (13,211,141)
Treasury stock at cost; 7,531,783 shares as of September 30, 2017 and 7,515,689 shares as of December 31, 2016  (13,223,610)  (13,211,141)
Accumulated deficit  (211,541,407)  (210,413,967)  (211,006,794)  (210,413,967)
Total stockholders’ equity  41,496,320   42,049,456   43,543,238   42,049,456 
Total liabilities and stockholders’ equity $79,265,267  $78,463,112  $80,168,003  $78,463,112 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

 

3 

 

 

THESTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 For the Three Months Ended March 31,  For the Three Months Ended
September 30,
 For the Nine Months Ended
September 30,
 
 2017  2016  2017 2016 2017 2016 
Revenue:                 
Business to business $7,387,239  $7,132,800  $7,870,124  $7,215,910  $23,112,310  $21,879,869 
Business to consumer  7,893,198   8,936,632   7,382,672   7,997,944   23,380,528   25,695,944 
Total revenue  15,280,437   16,069,432   15,252,796   15,213,854   46,492,838   47,575,813 
                        
Operating expense:                        
Cost of services (exclusive of depreciation and amortization shown separately below)  7,281,429   7,886,556   6,645,804   7,924,852   20,631,855   23,956,285 
Sales and marketing  3,543,352   3,884,426   3,077,783   3,736,815   10,198,956   11,634,402 
General and administrative  4,026,052   5,113,906   3,882,898   3,937,226   11,761,402   12,930,523 
Depreciation and amortization  1,179,532   943,156   1,352,760   1,080,651   3,834,785   2,996,121 
Restructuring and other charges  198,979   1,380,052      (582,519)  198,979   960,491 
Total operating expense  16,229,344   19,208,096   14,959,245   16,097,025   46,625,977   52,477,822 
Operating loss  (948,907)  (3,138,664)
Operating income (loss)  293,551   (883,171)  (133,139)  (4,902,009)
Net interest income (expense)  7,771   (495)  8,168   (12,179)  26,224   (24,273)
Net loss before income taxes  (941,136)  (3,139,159)
Net income (loss) before income taxes  301,719   (895,350)  (106,915)  (4,926,282)
Provision for income taxes  186,304   305,128   111,850   325,781   485,912   949,657 
Net loss attributable to common stockholders $(1,127,440) $(3,444,287)
Net income (loss) $189,869  $(1,221,131) $(592,827) $(5,875,939)
                        
Basic and diluted net loss per share:        
Net loss attributable to common stockholders $(0.03) $(0.10)
Net income (loss) per share:                
Basic net income (loss) attributable to common stockholders $0.01  $(0.03) $(0.02) $(0.17)
Diluted net income (loss) attributable to common stockholders $0.01  $(0.03) $(0.02) $(0.17)
                        
Weighted average basic and diluted shares outstanding  35,558,371   35,197,955 
Weighted average basic shares outstanding  35,869,751   35,253,930   35,710,049   35,228,863 
Weighted average diluted shares outstanding  36,142,548   35,253,930   35,710,049   35,228,863 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

 

4 

 

 

THESTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSINCOME (LOSS)

(unaudited)

 

  For the Three Months Ended
March 31,
 
  2017  2016 
Net loss $(1,127,440) $(3,444,287)
Foreign currency translation gain (loss)  284,552   (655,541)
Unrealized loss on marketable securities  (107,000)  (100,000)
Comprehensive loss $(949,888) $(4,199,828)
  For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
  2017  2016  2017  2016 
Net income (loss) $189,869  $(1,221,131) $(592,827) $(5,875,939)
Foreign currency translation (loss) gain  (158,076)  (630,567)  842,265   (2,835,673)
Unrealized gain (loss) on marketable securities  55,500   20,000   50,250   (100,000)
Comprehensive income (loss) $87,293  $(1,831,698) $299,688  $(8,811,612)

  

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

 

5 

 

 

THESTREET, INC.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(unaudited)

 

 For the Three Months Ended March 31,  For the Nine Months Ended September 30, 
 2017  2016  2017  2016 
Cash Flows from Operating Activities:                
Net loss $(1,127,440) $(3,444,287) $(592,827) $(5,875,939)
Adjustments to reconcile net loss to net cash used in operating activities:        
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Stock-based compensation expense  396,242   363,128   1,205,978   1,152,025 
Provision for (recovery of) doubtful accounts  25,861   (56,454)  69,260   (13,892)
Depreciation and amortization  1,179,532   943,156   3,834,785   2,996,121 
Deferred taxes  148,272   280,726   444,816   842,176 
Restructuring and other charges  -   105,113      105,113 
Deferred rent  (131,306)  31,830   (394,839)  (547,350)
Changes in operating assets and liabilities:                
Accounts receivable  50,934   1,661,128   332,707   1,465,800 
Other receivables  (18,360)  210,202   49,336   266,451 
Prepaid expenses and other current assets  (38,485)  40,331   (582,693)  (393,861)
Other assets  (10,521)  4,602   (4,417)  3,999 
Accounts payable  67,479   403,023   (344,356)  40,502 
Accrued expenses  (1,575,459)  386,873   (1,573,044)  (38,541)
Deferred revenue  2,818,539   1,385,980   1,719,817   (1,404,244)
Other current liabilities  18,080   (148,288)  (540)  (208,328)
Other liabilities  11,052   33,159      99,475 
Net cash provided by operating activities  1,814,420   2,200,222 
Net cash provided by (used in) operating activities  4,163,983   (1,510,493)
                
Cash Flows from Investing Activities:                
Restricted cash     161,250 
Capital expenditures  (553,109)  (718,818)  (1,832,925)  (2,707,638)
Net cash used in investing activities  (553,109)  (718,818)  (1,832,925)  (2,546,388)
                
Cash Flows from Financing Activities:                
Cash dividends paid on common stock  (68,245)  (10,221)  (68,245)  (12,492)
Shares withheld on RSU vesting to pay for withholding taxes  (74)  (1,188)  (12,469)  (5,057)
Net cash used in financing activities  (68,319)  (11,409)  (80,714)  (17,549)
                
Effect of foreign exchange rate changes on cash and cash equivalents  97,520   (83,653)  368,713   (425,091)
                
Net increase in cash and cash equivalents  1,290,512   1,386,342 
Net increase (decrease) in cash and cash equivalents  2,619,057   (4,499,521)
Cash and cash equivalents, beginning of period  21,371,122   28,445,416   21,371,122   28,445,416 
Cash and cash equivalents, end of period $22,661,634  $29,831,758  $23,990,179  $23,945,895 

 

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements

 

6 

 

 

TheStreet, Inc.

TheStreet, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

 

1.DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

1.       DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

 

TheStreet, Inc. isa leading financial news and information provider. Our business-to-business (B2B) and business-to-consumer (B2C) content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business.

 

Our B2B business products have helped diversify our business from primarily serving retail investors to also providing an indispensable source of business intelligence for both high net worth individuals and executives in the top firms in the world. The Deal delivers sophisticated news and analysis on changes in corporate control including mergers and acquisitions, private equity, corporate activism and restructuring. BoardEx is an institutional relationship capital management database and platform which holds in-depth profiles of almostover 1 million of the world'sworld’s most important business leaders. Our third B2B business product, RateWatch, publishes bank rate market information including competitive deposit, loan and fee rate data. Our B2B business derives revenue primarily from subscription products, events/conferences and information services.

 

Our B2C business is led by our namesake website, TheStreet.com, and includes free content and houses our premium subscription products, such as RealMoney, RealMoney Pro and Actions Alerts PLUS, that target varying segments of the retail investing public. Our B2C business primarily generates revenue from subscription products and advertising revenue.

 

Unaudited Interim Financial Statements

 

The interim condensed consolidated balance sheet as of March 31,September 30, 2017, the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016, and the condensed statements of cash flows for the threenine months ended March 31,September 30, 2017 and 2016 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of March 31,September 30, 2017, and its results of consolidated operations and comprehensive income (loss) for the three and nine months ended September 30, 2017 and 2016, and cash flows for the threenine months ended March 31,September 30, 2017 and 2016. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended March 31,September 30, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2017 or for any other future annual or interim period.

 

There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016filed2016 filed with the SEC on March 20, 2017. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2016. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2016 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP.

 

The Company has evaluated subsequent events for recognition or disclosure.

 

7 

 

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five stepfive-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. In addition, this guidance requires new or expanded disclosures related to the judgments made by companies when following this framework and additional quantitative disclosures regarding contract balances and remaining performance obligations. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). When effective, ASU 2014-09 prescribes either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Based upon our revenue streams of subscription and advertising, we do not believeThe Company will adopt this guidance on January 1, 2018.

The Company is currently evaluating the overall impact that adoption of ASU 2014-09 will have a significant impact on ourthe Company’s consolidated financial statements.statements, as well as the expected timing and method of adoption. The Company has established an implementation team, including external advisers, and has commenced the review of the Company’s revenue portfolio and related contracts across its various business units and geographies. Discussions regarding changes to the Company’s current accounting policies and practices remain ongoing and preliminary conclusions are subject to change.

 

In November 2015,Upon adoption, the FASB issued ASU No. 2015-17 (Topic 740), “Balance Sheet ClassificationCompany will recognize revenue from contracts with customers as each performance obligation is satisfied, either at a point in time or over a period of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax liabilities and assetstime, based on when control transfers to be classifiedcustomers.

The Company plans to adopt the new revenue recognition standard under the modified retrospective transition method by recognizing the cumulative effect of applying the standard as noncurrent inan adjustment to the ConsolidatedCompany’s Balance Sheet. We adopted ASU 2016-09 inUntil the first quarterCompany completes testing of 2017. The adoptionthe new revenue recognition standard, the Company does not anticipate being able to provide the impact of thisthe new standard didon the Balance Sheets or Statements of Operations however from the initial review and assessment of a sample of contracts with customers the Company does not anticipate the new accounting pronouncement to have a material impact on our consolidated balance sheet.the Company’s financial statements, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard.

 

In February 2016, the FASB issued ASU No. 2016-02,Leases(“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. AsThe Company is in the process of evaluating the effect the standard will have on its financial statements, however the Company does not lease any office equipment and our office space leases are the only leases with a term longer than 12 months, we do not believe that adoption of ASU 2016-02 will have a significant impact on our operating results.months.

 

In March 2016, the FASB issued ASU No. 2016-09,Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). ASU 2016-09 simplifies various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted ASU 2016-09 in the first quarter of 2017. The adoption of this standard did not have a material impact on our consolidated financial statements.

 

In June 2016, the FASB issued ASU No. 2016-13,"Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (“ASU 2016-13”) which. ASU 2016-13 requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for interim and annual reporting periods beginning after December 15, 2018. ASU 2016-13 is required to be adopted using the modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Based upon the level and makeup of our financial receivables, past loss activity and current known activity regarding our outstanding receivables, we do not expect that the adoption of ASU 2016-13this new standard will have a material impact on our consolidated financial statements.

 

8

In August 2016, the FASB issued Accounting Standards UpdateASU No. 2016-15,Classification of Certain Cash Receipts and Cash Payments(“ASU 2016-15”). ASU 2016-15 is intended to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows and to eliminate the diversity in practice related to such classifications. The guidance in ASU 2016-15 is required for annual reporting periods beginning after December 15, 2017, with early adoption permitted. The impact of our pending adoption of thethis new standard is not expected to have a material impact on our consolidated statement of cash flows.

 

In November 2016, the FASB issued Accounting Standards UpdateASU No. 2016-18,Restricted Cash(ASU 2016-18). ASU 2016-18 reducesaddresses the diversity in practice as to how changes in restricted cash are presented and classified in the statement of cash flows. The guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance does not provide a definition of restricted cash or restricted cash equivalents. For public business entities, the guidance is effective prospectively for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company currently presents changes in its restricted cash separately on its condensed consolidated statements of cash flows. The Company is currently evaluating the impactpending adoption of this guidancestandard is not expected to have a material impact on the Company’s condensedour consolidated financial statements. Since the guidance only affects the presentation of restricted cash on the statement of cash flows, the Company does not expect this guidance to have any impact on its consolidated financial statements.

 

In January 2017, the FASB issued Accounting Standards UpdateASU No. 2017-04,Intangibles — Goodwill and Other Simplifying the Test for goodwill Impairment(“ASU 2017-04”). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under ASU 2017-04, an entity would perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 31, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. We will adopt ASU 2017-04 upon the preparation of our annual goodwill impairment test in the fourth quarter of 2017. The pending adoption of this standard is not expected to have a material impact on our consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09,Compensation – Stock Compensation (“ASU 2017-09”). ASU 2017-09 provides an accounting framework applicable to modifications of share-based payments, and defines a modification as “a change in any of the terms or conditions of a share-based payment award.” The guidance in ASU 2017-09 is required for annual or interim reporting periods beginning after December 15, 2017, with early adoption permitted. The pending adoption of this standard is not expected to have a material impact on our consolidated financial statements.

 

2.CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH

 

The Company’s cash and cash equivalents and restricted cash primarily consist of checking accounts and money market funds. As of March 31,September 30, 2017 and December 31, 2016, marketable securities consist of two municipal auction rate securities (“ARS”) issued by the District of Columbia with a cost basis of approximately $1.9 million and a fair value of approximately $1.4$1.6 million and $1.6 million, respectively. With the exception of the ARS, Company policy limits the maximum maturity for any investment to three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss and excluded from net lossincome (loss) as they are deemed temporary. Additionally, as of March 31,September 30, 2017 and December 31, 2016, the Company has a total of approximately $500 thousand of cash that serves as collateral for an outstanding lettersletter of credit, and which cash is therefore restricted. The lettersletter of credit serveserves as a security depositsdeposit for the Company’s office space in New York City.

 

9

 

March 31,

2017

 

December 31,

2016

  

September 30,

2017

  

December 31,

2016 

 
Cash and cash equivalents $22,661,634  $21,371,122  $23,990,179  $21,371,122 
Marketable securities  1,443,000   1,550,000   1,600,250   1,550,000 
Current and noncurrent restricted cash  500,000   500,000 
Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $24,604,634  $23,421,122 
Restricted cash  500,000   500,000 
Total cash and cash equivalents, marketable securities and restricted cash $26,090,429  $23,421,122 

 

3.FAIR VALUE MEASUREMENTS

 

The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below:

 

Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).

 

Level 2: Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially).

 

Level 3: Inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available).

 

10 

Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below:

 

 As of March 31, 2017  As of September 30, 2017 
Description: Total Level 1 Level 2 Level 3  Total  Level 1  Level 2  Level 3 
Cash and cash equivalents (1) $22,661,634  $22,661,634  $  $  $23,990,179  $23,990,179  $  $ 
Restricted cash (1)  500,000   500,000         500,000   500,000       
Marketable securities (2)  1,443,000         1,443,000   1,600,250         1,600,250 
Contingent earn-out (3)  918,709         918,709   940,815         940,815 
Total at fair value $25,523,343  $23,161,634  $  $2,361,709  $27,031,244  $24,490,179  $  $2,541,065 

 

  As of December 31, 2016 
Description: Total  Level 1  Level 2  Level 3 
Cash and cash equivalents (1) $21,371,122  $21,371,122  $  $ 
Restricted cash (1)  500,000   500,000       
Marketable securities (2)  1,550,000         1,550,000 
Contingent earn-out (3)  907,657         907,657 
Total at fair value $24,328,779  $21,871,122  $  $2,457,657 

(1)Cash and cash equivalents and restricted cash, totaling approximately $23.2$24.5 million and $21.9 million as of March 31,September 30, 2017 and December 31, 2016, respectively, consist primarily of checking accounts and money market funds for which we determine fair value through quoted market prices.

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(2)Marketable securities include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.4$1.6 million and $1.6 million as of March 31,September 30, 2017 and December 31, 2016, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of March 31,September 30, 2017, the Company determined there was a decline in the fair value of its ARS investments of $407approximately $250 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss.

(3)Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Management’s assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor.

 

11 

The following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured at fair value using significant unobservable inputs (Level 3):

 

  Marketable
Securities
 
Balance December 31, 2016 $1,550,000 
Change in fair value of investment  (107,000)
Balance March 31, 2017 $1,443,000 

  Marketable
Securities
 
Balance December 31, 2016 $1,550,000 
Change in fair value of investment  50,250 
Balance September 30, 2017 $1,600,250 

 

 Contingent
Earn-Out
  Contingent
Earn-Out
 
Balance December 31, 2016 $907,657  $907,657 
Accretion to net present value  11,052   33,158 
Balance March 31, 2017 $918,709 
Balance September 30, 2017 $940,815 

 

4.STOCK-BASED COMPENSATION

 

Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the threenine months ended March 31,September 30, 2017 and 2016 includes compensation expense for all share-based payment awards based upon the estimated grant date fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite service period of the award. As stock-based compensation expense is based upon awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

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The Company estimates the value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividends. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value stock option awards at their grant date. In determining the volatility assumption, the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to the expected option lives. The expected option lives, which represent the period of time that options granted are expected to be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s stock option awards. The dividend yield assumption was based on the history and expectation of future dividend payouts. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods.period. The Company’s estimate of pre-vesting forfeitures is primarily based on historical experience and is adjusted to reflect actual forfeitures as the options vest. The weighted-average grant date fair value per share of stock option awards granted during the threenine months ended March 31,September 30, 2017 and 2016 was $0.23$0.27 and $0.39,$0.37, respectively, using the Black-Scholes model with the following weighted-average assumptions:

 

 For the Three Months Ended
March 31,
  For the Nine Months Ended
September 30,
 2017 2016  2017 2016
Expected option lives  3.0 years   4.4 years  3.7 years 4.5 years
Expected volatility  36.68%  32.52% 37.64% 34.78%
Risk-free interest rate  1.46%  1.34% 1.55% 1.11%
Expected dividend yield  0.00%  0.00% 0.00% 0.00%

12 

 

The value of each restricted stock unit awarded is equal to the closing price per share of the Company’s Common Stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. The weighted-average grant date fair value per share of restricted stock units granted during the threenine months ended March 31,September 30, 2017 and 2016 was $0.85$0.90 and $1.45,$1.30, respectively.

 

As of March 31,September 30, 2017, there remained 1.6approximately 1.2 million shares available for future awards under the Company’s 2007 Performance Incentive Plan (the “2007 Plan”). In connection with awards under both the 2007 Plan and awards issued outside of the 2007 Plan as inducement grants to new hires, the Company recorded approximately $396$401 thousand and $468$1.2 million of noncash stock-based compensation for the three and nine month periods ended September 30, 2017, respectively, as compared to $407 thousand and $1.3 million (inclusive of approximately $105 thousand included in restructuring and other charges) of noncash stock-based compensation expense for the three monthsand nine month periods ended March 31, 2017 andSeptember 30, 2016, respectively.

 

A summary of the activity of the 2007 Plan, and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows:

 

  Shares
Underlying
Awards
  Weighted
Average
Exercise
Price
  Aggregate
Intrinsic
Value
($000)
  Weighted
Average
Remaining Contractual
Life (In Years)
 
Awards outstanding at December 31, 2016  5,900,731  $1.52         
Options granted  135,000  $0.90         
Options exercised     N/A         
Options forfeited  (27,923) $1.15         
Options expired  (623,714) $1.78         
Awards outstanding at September 30, 2017  5,384,094  $1.47  $48   3.59 
Awards vested and expected to vest at September 30, 2017  5,350,569  $1.47  $47   3.58 
Awards exercisable at September 30, 2017  3,491,073  $1.62  $10   2.48 

1213 

 

  Shares
Underlying
Awards
  Weighted
Average
Exercise
Price
  Aggregate
Intrinsic
Value
($000)
  Weighted
Average
Remaining
Contractual
Life (In Years)
 
Awards outstanding at December 31, 2016  5,900,731  $1.52         
Options granted  45,000  $0.85         
Options exercised  -   N/A         
Options forfeited  (23,032) $1.14         
Options expired  (574,477) $1.81         
Awards outstanding at March 31, 2017  5,348,222  $1.48  $0   4.01 
Awards vested and expected to vest at March 31, 2017  5,287,684  $1.48  $0   3.99 
Awards exercisable at March 31, 2017  2,479,491  $1.78  $0   1.69 

 

A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows:

 

 Shares
Underlying
Awards
 Aggregate
Intrinsic
Value
($000)
 Weighted
Average
Remaining
Contractual
Life (In Years)
  Shares
Underlying
Awards
 Aggregate
Intrinsic
Value
($000)
 Weighted
Average
Remaining Contractual
Life (In Years)
 
Awards outstanding at December 31, 2016  717,995           717,995         
Restricted stock units granted  200,004           565,599         
Restricted stock units settled by delivery of Common Stock upon vesting  (207,187)          (467,466)        
Restricted stock units forfeited  (40,000)          (46,389)        
Awards outstanding at March 31, 2017  670,812  $510   0.88 
Awards expected to vest at March 31, 2017  664,312  $505   0.81 
Awards outstanding at September 30, 2017  769,739  $831   0.63 
Awards expected to vest at September 30, 2017  763,739  $825   0.54 

 

A summary of the status of the Company’s unvested share-basedstock-based payment awards as of March 31,September 30, 2017 and changes in the threenine months then ended, is as follows:

Unvested Awards Number of Shares  Weighted
Average Grant
Date Fair Value
 
Shares underlying awards unvested at December 31, 2016  3,936,427  $0.62 
Shares underlying options granted  45,000  $0.23 
Shares underlying restricted stock units granted  200,004  $0.85 
Shares underlying options vested  (371,669) $0.39 
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting  (207,187) $1.43 
Shares underlying options forfeited  (23,032) $0.36 
Shares underlying restricted stock units cancelled  (40,000) $1.20 
Shares underlying awards unvested at March 31, 2017  3,539,543  $0.60 

13

      
Unvested Awards Number of Shares  Weighted
Average Grant
Date Fair Value
 
Shares underlying awards unvested at December 31, 2016  3,936,427  $0.62 
Shares underlying options granted  135,000  $0.27 
Shares underlying restricted stock units granted  565,599  $0.90 
Shares underlying options vested  (1,432,488) $0.38 
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting  (467,466) $1.15 
Shares underlying options forfeited  (27,923) $0.37 
Shares underlying restricted stock units cancelled  (46,389) $1.20 
Shares underlying awards unvested at September 30, 2017  2,662,760  $0.70 

 

For the threenine months ended March 31,September 30, 2017 and 2016, the total fair value of share-basedstock-based awards vested was approximately $323$952 thousand and $296$389 thousand, respectively. For the threenine months ended March 31,September 30, 2017 and 2016, the total intrinsic value of options exercised was $0 and $0, respectively (there were no options exercised during the three months ended March 31, 2017 and 2016)either period). For the threenine months ended March 31,September 30, 2017 and 2016, approximately 45135 thousand and 840 thousand2.9 million stock options, respectively, were granted, and no stock options were exercised in either period yielding $0 of cash proceeds to the Company. Additionally, for the threenine months ended March 31,September 30, 2017 and 2016, approximately 200566 thousand and 232558 thousand restricted stock units, respectively, were granted, and approximately 207467 thousand and 114136 thousand shares, respectively, were issued under restricted stock unit grants. For the threenine months ended March 31,September 30, 2017 and 2016, the total intrinsic value of restricted stock units that vested was approximately $176$409 thousand and $169$193 thousand, respectively. As of March 31,September 30, 2017 and 2016, the total intrinsic value of awards outstanding was approximately $879 thousand and $1.3 million, respectively. As of September 30, 2017, there was approximately $1.6$1.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.51.18 years.

14 

 

5.STOCKHOLDERS’ EQUITY

 

Treasury Stock

 

In December 2000, the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Company’s Board of Directors approved the resumption of the stock repurchase program (the “Program”) under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, is necessary for the Company to repurchase its Common Stock (except for the purchase or redemption from employees, directors and consultants pursuant to agreements providing us with repurchase rights upon termination of their service with us), unless after such purchase we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference. During the threenine months ended March 31,September 30, 2017 and 2016, the Company did not purchase any shares of Common Stock under the Program. Since inception of the Program, the Company has purchased a total of 5,453,416 shares of Common Stock at an aggregate cost of approximately $7.3 million.

 

In addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures adopted by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through March 31,September 30, 2017, the Company had withheld an aggregate of 1,850,7521,866,759 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares have also been recorded as treasury stock.

 

Dividends

 

During the threenine months ended March 31,September 30, 2017 and 2016, we did not declare any cash dividends on our Common Stock or Series B Preferred Stock.

 

We do not expect to declare and pay dividends in the foreseeable future. The declaration, amount and payment of any future dividends will be at the sole discretion of our Board of Directors. When determining whether to declare a dividend in the future, our Board of Directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders, and such other factors as our Board of Directors may deem relevant. The Certificate of Designations for the Series B Preferred Stock currently prohibits the Company from paying cash dividends in excess of $0.10 per share per annum without the prior approval of the holder of the Series B Preferred Stock.

 

14

6.LEGAL PROCEEDINGS

 

The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material.

 

15 

7.NET LOSSINCOME (LOSS) PER SHARE OF COMMON STOCK

 

Basic net lossincome (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net lossincome (loss) per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Company’s convertible preferred stock (using the if-converted method). For the three months ended March 31,September 30, 2016, approximately 1.4 million unvested restricted stock units and vested and unvested stock options, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share. For the nine months ended September 30, 2017 and 2016, approximately 666569 thousand and 908 thousand1.2 million unvested restricted stock units and vested and unvested stock options, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share.

 

The following table reconciles the numerator and denominator for the calculation.

 

  For the Three Months Ended March 31, 
  2017  2016 
Basic and diluted net loss per share:        
Numerator:        
Net loss $(1,127,440) $(3,444,287)
Numerator for basic and diluted earnings per share        
Net loss attributable to common stockholders $(1,127,440) $(3,444,287)
Denominator:        
Weighted average basic shares outstanding  35,558,371   35,197,955 
         
Basic and diluted net loss per share:        
Net loss attributable to common stockholders $(0.03) $(0.10)
  For the Three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
  2017  2016  2017  2016 
Basic and diluted net income (loss) per share:                
Numerator:                
Net income (loss) attributable to common stockholders $189,869  $(1,221,131) $(592,827) $(5,875,939)
Denominator:                
                 
Weighted average basic shares outstanding  35,869,751   35,253,930   35,710,049   35,228,863 
                 
Weighted average diluted shares outstanding  36,142,548   35,253,930   35,710,049   35,228,863 
                 
Net income (loss) per share:                
Basic net income (loss) attributable to common stockholders $0.01  $(0.03) $(0.02) $(0.17)
Diluted net income (loss) attributable to common stockholders $0.01  $(0.03) $(0.02) $(0.17)

 

8.INCOME TAXES

 

Income tax expense for the three and nine months ended March 31,September 30, 2017 and 2016 was approximately $186$112 thousand and $305$486 thousand, respectively, and reflects an effective tax rate of -20%37% and -10%-454%, respectively, as compared to approximately $326 thousand and $950 thousand, respectively, for the three and nine months ended September 30, 2016, reflecting an effective tax rate of -36% and -19%, respectively. Income tax expense for the three and nine months ended March 31,September 30, 2017 and 2016 primarily relates to the recognition of $148 thousand and $281$445 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $38a $36 thousand credit and $41 thousand expense, respectively, of income tax in certain jurisdictions where there are no net operating losses available to offset taxable income. Income tax expense for the three and nine months ended September 30, 2016 primarily relates to the recognition of $281 thousand and $24$842 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $45 thousand and $108 thousand, respectively, of income tax expense in certain jurisdictions where there are no net operating losses available to offset taxable income.

 

16 

The Company accounts for its income taxes in accordance with ASC 740-10,,Income Taxes (“ASC 740-10”). Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. The Company has determined that it files U.S. Federal, State and Foreign tax returns and has determined that its major tax jurisdictions are the United States, India and the United Kingdom. Tax years through 2016 remain open due to net operating loss carryforwards and are subject to examination by appropriate taxing authorities.

15

 

The Company had approximately $160 million of federal and state net operating loss carryforwards (“NOL”) as of December 31, 2016, which results in deferred tax assets of approximately $75 million. The Company has a full valuation allowance against its deferred tax assets as management concluded that it was more likely than not that the Company would not realize the benefit of its deferred tax assets by generating sufficient taxable income in future years. The Company expects to continue to provide a full valuation allowance until, or unless, it can sustain a level of profitability that demonstrates its ability to utilize these assets. The ability of the Company to utilize its NOL in full to reduce future taxable income may become subject to various limitations under Section 382 of the Internal Revenue Code of 1986 (“IRC”). The utilization of such carryforwards may be limited upon the occurrence of certain ownership changes, including the purchase and sale of stock by 5% shareholders and the offering of stock by the Company during any three-year period resulting in an aggregate change of more than 50% of the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of these carryforwards that can reduce future taxable income.

 

Subject to potential Section 382 limitations, the federal losses are available to offset future taxable income through 2036 and expire from 2019 through 2036. Since the Company does business in various states and each state has its own rules with respect to the number of years losses may be carried forward, the state net operating loss carryforwards expire through 2036. The net operating loss carryforward as of December 31, 2016 includes approximately $16 million related to windfall tax benefits for which a benefit would be recorded to additional paid in capital when realized. Upon adoption of ASU 2016-09, all tax effects related to share based payments will be recognized through earnings subject to valuation allowance considerations so we expect that any potential tax benefits from the adoption of ASU 2016-09 would increase our deferred tax asset which would be offset by a valuation allowance.

 

9.BUSINESS CONCENTRATIONS AND CREDIT RISK

 

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains all of its cash, cash equivalents and restricted cash in sevenfederally insured financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. We are currently in the process of centralizing our banking relationships with fewer institutions. As of MarchSeptember 30, 2017 and December 31, 2017,2016, the Company’s cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds and checking accounts.funds.

 

For the three and nine months ended March 31,September 30, 2017 and 2016, no individual client accounted for 10% or more of consolidated revenue. As of March 31,September 30, 2017 and December 31, 2016, no individual client accounted for more than 10% of our gross accounts receivable balance.

 

The Company’s customers are primarily concentrated in the United States and Europe, and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within management’s expectations.

17 

 

10.RESTRUCTURING AND OTHER CHARGES

 

During the three months ended March 31, 2017, the Company implemented a targeted reduction in force which resulted in restructuring and other charges of approximately $199 thousand.

 

During the three months ended March 31, 2016, the Company announced the resignation of the Company’s President and Chief Executive Officer, who was also a member of the Company’s Board of Directors. In connection with this resignation, the Company paid severance, will provide continuing medical coverage for 18 months, and incurred recruiting fees, resulting in restructuring and other charges of approximately $1.4 million.

16

 

During the year ended December 31, 2012, the Company implemented a targeted reduction in force. Additionally, in assessing the ongoing needs of the organization, the Company elected to discontinue using certain software as a service, consulting and data providers, and elected to write-off certain previously capitalized software development projects. The actions were taken after a review of the Company’s cost structure with the goal of better aligning the cost structure with the Company’s revenue base. These restructuring efforts resulted in restructuring and other charges of approximately $3.4 million during the year ended December 31, 2012. Additionally, as a result of the Company’s acquisition of The Deal, LLC (“The Deal”) in September 2012, the Company discontinued the use of The Deal’s office space and implemented a reduction in force to eliminate redundant positions, resulting in restructuring and other charges of approximately $3.5 million during the year ended December 31, 2012. In August 2015, the Company received a one year notice of termination under which the landlord elected to terminate The Deal’s office space lease. As a result, the Company was no longer obligated to fulfill the original full lease term and the Company recorded an adjustment to its restructuring reserve totaling approximately $1.2 million.million during the three months ended September 30, 2015 and a lease termination credit of approximately $583 thousand when the office space was vacated in August 2016. Collectively, these activities are referred to as the “2012 Restructuring”. As of December 31, 2016, there was no remaining balance in the 2012 Restructuring reserve account.

 

The following table displays the activity of the 2012 Restructuring reserve account during the threenine months ended March 31,September 30, 2016.

 

 Lease
Termination
  Lease Termination 
Balance December 31, 2015 $99,309  $99,309 
Payments net of sublease receipts  (3,759)  (77,609)
Balance March 31, 2016 $95,550 
Balance September 30, 2016 $21,700 

 

11.OTHER LIABILITIES

 

Other liabilities consist of the following:

 

 March 31, 2017 December 31, 2016  September 30, 2017 December 31, 2016 
Deferred rent $1,766,311  $1,904,319  $1,506,965  $1,904,319 
Acquisition contingent earn-out  918,709   907,657      907,657 
Deferred revenue  507,827   460,748   581,313   460,748 
Other  2,520   2,092   58,176   2,092 
Total other liabilities $3,195,367  $3,274,816  $2,146,454  $3,274,816 

 

1718 

 

 

12.STATE AND MUNICIPAL SALES TAX

 

In accordance with generally accepted accounting principles, we make a provision for a liability for taxes when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. For a period of time, we did not collect or remit state or municipal sales tax on the charges to our customers for our services in certain states, except that we historically complied with New York sales tax. As such, we hadrecorded a reserve of $1.2totaling approximately $1.4 million as of March 31,during the six months ended June 30, 2016 as our best estimate of the potential tax exposure for any retroactive assessment. The Company concluded its review of sales tax exposure during the fourth quarter of 2016 which resulted in a reduced liability of $653reduction to that estimate totaling $700 thousand. As of March 31,September 30, 2017, no provision remains.

 

13.SEGMENT AND GEOGRAPHIC DATA

 

Segments

Effective October 1, 2016 as a result of organizational changes related to our new management team, we changed our financial reporting to better reflect how we gather and analyze business and financial information about our businesses. We now report our results in three segments: (i) The Deal / BoardEx and (ii) RateWatch, which comprise our business to business segment, and (iii) business to consumer, which is primarily comprised of the Company’s premium subscription newsletter products and website advertising. We have revised our financial results for the three and nine months ended March 31,September 30, 2016 to conform to the current segment presentation.

 

 For the Three Months Ended March 31,  For the Three Months Ended For the Nine Months Ended 
 2017  2016  September 30,  September 30, 
Revenue:         2017 2016 2017 2016 
- The Deal / BoardEx $5,513,657  $5,266,649  $5,951,582  $5,429,641  $17,418,253  $16,463,193 
- RateWatch  1,873,582   1,866,151   1,918,542   1,786,269   5,694,057   5,416,676 
Total business to business  7,387,239   7,132,800   7,870,124   7,215,910   23,112,310   21,879,869 
- Business to consumer  7,893,198   8,936,632   7,382,672   7,997,944   23,380,528   25,695,944 
Total $15,280,437  $16,069,432  $15,252,796  $15,213,854  $46,492,838  $47,575,813 
                        
Operating (loss) income:        
Operating income (loss):                
- The Deal / BoardEx $(643,949) $(2,001,498) $(356,519) $(315,527) $(1,344,469) $(3,482,414)
- RateWatch  182,006   (376,075)  212,600   151,288   540,441   (215,843)
Total business to business  (461,943)  (2,377,573)  (143,919)  (164,239)  (804,028)  (3,698,257)
- Business to consumer  (486,964)  (761,091)  437,470   (718,932)  670,889   (1,203,752)
Total $(948,907) $(3,138,664) $293,551  $(883,171) $(133,139) $(4,902,009)

 

Due to the nature of the Company’s operations, a majority of its assets are utilized across all segments. In addition, segment assets are not reported to, or used by, the Chief Operating Decision Maker to allocate resources or assess performance of the Company’s segments. Accordingly, the Company has not disclosed asset information by segment.

Geographic Data

 

During the threenine months ended March 31,September 30, 2017 and 2016, substantially all of the Company’s revenue was from customers in the United States and substantially all of our long-lived assets are located in the United States. The remainder of the Company’s revenue and its long-lived assets are a result of our BoardEx operations outside of the United States, which is headquartered in London, England.

 

1819 

 

14. SUBSEQUENT EVENTS

Exchange Agreement

On November 10, 2017, TheStreet, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with TCV VI, L.P., a Delaware limited partnership (“TCV VI”), and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“TCV Member Fund” and, together with TCV VI, the “TCV Holders”), which provided for, among other things, the exchange by the TCV Holders of all shares of Series B Preferred Stock of the Company held by them for an aggregate of (i) 6,000,000 shares of newly issued common stock, par value $0.01 per share of the Company (“Common Stock”) and (ii) cash consideration in the amount of $20,000,000 (the “Exchange Transaction”). The Exchange Transaction closed on November 10, 2017. The retirement of the Series B Preferred Stock removes, among other rights of the TCV Holders and restrictions on the Company, a $55 million liquidation preference previously held by TCV.

Purchase Agreement

On November 10, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 180 Degree Capital Corp. (“180 Degree Capital”) and TheStreet SPV Series, a limited liability company series of 180 Degree Capital Management, LLC (the “Investors”), pursuant to which the Company sold and issued 7,136,363 shares of its Common Stock, to the Investors at a purchase price of $1.10 per Common Stock in a closing that occurred on November 10, 2017 (the “Financing Transaction”). The closing bid price of the Company’s Common Stock as reported by NASDAQ on November 9, 2017, was $0.92 per share, and the Financing Transaction closed on November 10, 2017.

Registration Rights Agreement

In connection with the Exchange and Financing Transaction, the Company agreed to register the shares for resale and the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing. The TCV Holders and the Investors received additional registration rights as set forth in the transaction documents.

Amended and Restated Employment Agreement

On November 8, 2017, the Company and James Cramer entered into an amended and restated employment agreement with a new four-year term commencing January 1, 2018 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Cramer will author articles for the Company’s publications, provide online video content for the Company’s websites, participate in events and provide reasonable promotional and other services, subject to his personal and professional availability, effective January 1, 2018 through December 31, 2021.

In consideration for providing these services, Mr. Cramer will receive a royalty based on the total net revenues of the Company’s consumer subscription products as well as revenues from investor and conference programs, presentations or events offered by the Company in which Mr. Cramer is advertised or serves as a presenter, speaker, participant or panelist. The annual minimum royalty shall not be less than $2.0 million and effective January 1, 2018, the Company will pay Mr. Cramer a monthly draw against the annual royalty payment equal to $2.5 million. At the end of each year, the Company will prepare a royalty statement and calculate and pay the total royalty payable to Mr. Cramer for such year. To the extent the annual royalty amount exceeds the total monthly draw we paid during the period, then such excess amounts will be paid to Mr. Cramer, to the extent the total monthly draw paid during the period exceeds the annual royalty amount, such excess (up to a maximum of $500,000) shall be recoverable by the Company as set forth in the agreement. In addition, during the term of the Employment Agreement, the Company will pay Mr. Cramer an annual license fee in the amount of $300,000 for the use of his name and likeness, payable in four equal installments of $75,000 on each of January 1, April 1, July 1 and October 1.

Effective January 2, 2018, Mr. Cramer will be granted restricted stock units (“RSUs”) under the Company’s 2007 Performance Incentive Plan covering 1,000,000 shares of the Company’s Common Stock. The RSUs will be payable in shares of Common Stock and will vest and become payable as to 25% of the shares in four equal installments on December 31 of each of 2018, 2019, 2020 and 2021, respectively, subject to Mr. Cramer’s continued service through each such vesting date and other terms as set forth in the applicable award agreement. Upon (i) the consummation of a “change of control” of the Company, (ii) a termination of Mr. Cramer’s employment by the Company without “cause” or (iii) Mr. Cramer’s resignation for “good reason” (as such terms are defined in the Employment Agreement or the award agreement, as applicable), all of the unvested RSUs held by Mr. Cramer will become fully vested.

Mr. Cramer has agreed that, during the term of the Employment Agreement and, if, during the term of the Employment Agreement, either the Company terminates Mr. Cramer’s employment for cause or Mr. Cramer resigns without good reason, for a period of 18 months following such termination of employment, Mr. Cramer will not author articles or columns for any other digital financial publication that competes with the Company without first obtaining the Company’s consent. In addition, subject to certain exceptions, during the term of the Employment Agreement and for a period of 18 months after the cessation of his employment, he will not solicit for employment, in any business enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.

The Employment Agreement may be terminated by the Company for cause, by Mr. Cramer for good reason, upon Mr. Cramer’s death, disability, upon the dissolution or liquidation of the Company, or by Mr. Cramer for specified events provided under the employment agreement.

20 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read together with our interim consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q and with information contained in our other filings, including the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

 

This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” of this Quarterly Report on Form 10-Q and in other parts of this report.

 

Overview

 

TheStreet, Inc. isa leading financial news and information provider. Our business-to-business and business-to-consumer content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business.

 

Business-to-Business

 

Our business-to-business, or B2B, products provide dealmakers, their advisers, institutional investors and corporate executives with news, data and analysis of mergers and acquisitions and changes in corporate control, relationship mapping services, and competitive bank rate data. Our B2B business products have helped diversify our business from primarily serving retail investors to also providing an indispensable source of business intelligence for both high net worth individuals and executives in the top firms in the world.

 

Our B2B business derives revenue primarily from subscription products, events/conferences and information services. For the threenine months ended March 31,September 30, 2017 and 2016, our B2B businesses generated 48%50% and 44%46%, respectively, of our total revenue.

 

Business-to-Consumer

 

Our business-to-consumer, or B2C, business is led by our namesake website,TheStreet.com, and includes free content and houses our premium subscription products that target varying segments of the retail investing public.Since itsour inception in 1996, we have distinguished ourselves as a trusted and reliable source for financial news and information with journalistic excellence, an unbiased approach and interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning.

 

Our B2C business generates revenue primarily from premium subscription products and advertising. For the threenine months ended March 31,September 30, 2017 and 2016, our B2C business generated 52%50% and 56%54%, respectively, of our total revenue.

 

21 

Recent Transactions

Exchange Agreement

On November 10, 2017, TheStreet, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with TCV VI, L.P., a Delaware limited partnership (“TCV VI”), and TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“TCV Member Fund” and, together with TCV VI, the “TCV Holders”), which provided for, among other things, the exchange by the TCV Holders of all shares of Series B Preferred Stock of the Company held by them for an aggregate of (i) 6,000,000 shares of newly issued common stock, par value $0.01 per share of the Company (“Common Stock”) and (ii) cash consideration in the amount of $20,000,000 (the “Exchange Transaction”). The Exchange Transaction closed on November 10, 2017. The retirement of the Series B Preferred Stock removes, among other rights of the TCV Holders and restrictions on the Company, a $55 million liquidation preference previously held by TCV.

Purchase Agreement

On November 10, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 180 Degree Capital Corp. (“180 Degree Capital”) and TheStreet SPV Series, a limited liability company series of 180 Degree Capital Management, LLC (the “Investors”), pursuant to which the Company sold and issued 7,136,363 shares of its Common Stock, to the Investors at a purchase price of $1.10 per Common Stock in a closing that occurred on November 10, 2017 (the “Financing Transaction”). The closing bid price of the Company’s Common Stock as reported by NASDAQ on November 9, 2017, was $0.92 per share, and the Financing Transaction closed on November 10, 2017.

Registration Rights Agreement

In connection with the Exchange and Financing Transaction, the Company agreed to register the shares for resale and the Company has agreed to prepare and file a registration statement with the Securities and Exchange Commission within 90 days of the closing. The TCV Holders and the Investors received additional registration rights as set forth in the transaction documents.

Amended and Restated Employment Agreement

On November 8, 2017, the Company and James Cramer entered into an amended and restated employment agreement with a new four-year term commencing January 1, 2018 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Cramer will author articles for the Company’s publications, provide online video content for the Company’s websites, participate in events and provide reasonable promotional and other services, subject to his personal and professional availability, effective January 1, 2018 through December 31, 2021.

In consideration for providing these services, Mr. Cramer will receive a royalty based on the total net revenues of the Company’s consumer subscription products as well as revenues from investor and conference programs, presentations or events offered by the Company in which Mr. Cramer is advertised or serves as a presenter, speaker, participant or panelist. The annual minimum royalty shall not be less than $2.0 million and effective January 1, 2018, the Company will pay Mr. Cramer a monthly draw against the annual royalty payment equal to $2.5 million. At the end of each year, the Company will prepare a royalty statement and calculate and pay the total royalty payable to Mr. Cramer for such year. To the extent the annual royalty amount exceeds the total monthly draw we paid during the period, then such excess amounts will be paid to Mr. Cramer, to the extent the total monthly draw paid during the period exceeds the annual royalty amount, such excess (up to a maximum of $500,000) shall be recoverable by the Company as set forth in the agreement. In addition, during the term of the Employment Agreement, the Company will pay Mr. Cramer an annual license fee in the amount of $300,000 for the use of his name and likeness, payable in four equal installments of $75,000 on each of January 1, April 1, July 1 and October 1.

Effective January 2, 2018, Mr. Cramer will be granted restricted stock units (“RSUs”) under the Company’s 2007 Performance Incentive Plan covering 1,000,000 shares of the Company’s Common Stock. The RSUs will be payable in shares of Common Stock and will vest and become payable as to 25% of the shares in four equal installments on December 31 of each of 2018, 2019, 2020 and 2021, respectively, subject to Mr. Cramer’s continued service through each such vesting date and other terms as set forth in the applicable award agreement. Upon (i) the consummation of a “change of control” of the Company, (ii) a termination of Mr. Cramer’s employment by the Company without “cause” or (iii) Mr. Cramer’s resignation for “good reason” (as such terms are defined in the Employment Agreement or the award agreement, as applicable), all of the unvested RSUs held by Mr. Cramer will become fully vested.

Mr. Cramer has agreed that, during the term of the Employment Agreement and, if, during the term of the Employment Agreement, either the Company terminates Mr. Cramer’s employment for cause or Mr. Cramer resigns without good reason, for a period of 18 months following such termination of employment, Mr. Cramer will not author articles or columns for any other digital financial publication that competes with the Company without first obtaining the Company’s consent. In addition, subject to certain exceptions, during the term of the Employment Agreement and for a period of 18 months after the cessation of his employment, he will not solicit for employment, in any business enterprise or activity, any person who was employed by the Company during the six months prior to the cessation of his employment.

The Employment Agreement may be terminated by the Company for cause, by Mr. Cramer for good reason, upon Mr. Cramer’s death, disability, upon the dissolution or liquidation of the Company, or by Mr. Cramer for specified events provided under the employment agreement.

22 

Critical Accounting Estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements 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 expense during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying condensed consolidated financial statements include, but are not limited to, the following:

 

19

·useful lives of intangible assets,

·useful lives of fixed assets,

·the carrying value of goodwill, intangible assets and marketable securities,

·allowances for doubtful accounts and deferred tax assets,

·accrued expense estimates,

·reserves for estimated tax liabilities,

·certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees,

·restructuring charges, and

·the calculation of a contingent earn-out payment from the acquisition of Management Diagnostics Limited.

 

We perform annual impairment tests of goodwill and indefinite-lived intangible assets as of October 1 each year and between annual tests whenever circumstances arise that indicate a possible impairment might exist.

 

In conducting our 2016 annual goodwill impairment test, we first used the market approach for the valuation of our Common Stock and the income approach for our Preferred Shares. We then confirmed the reasonableness of the outcome of these two tests by performing an income approach using the discounted cash flow method. The fair value of our outstanding Preferred Shares requiresrequired significant judgments, including the estimation of the amount of time until a liquidation event occurs as well as an appropriate cash flow discount rate. Further, in assigning a fair value to our Preferred Stock, we also considered that the preferred shareholders are entitled to receive a $55 million liquidation preference upon liquidation or dissolution of the Company or upon any change of control event (as defined in the Certificate of Designation of Series B Preferred Stock). Additionally, the holders of the Preferred Shares are entitled to receive dividends and to vote as a single class together with the holders of the Common Stock on an as-converted basis and, provided certain preferred share ownership levels are maintained, are entitled to representation on our board of directors and may unilaterally block issuance of certain classes of capital stock, the purchase or redemption of certain classes of capital stock, including Common Stock (with certain exceptions), and any increases in the per-share amount of dividends payable to the holders of the Common Stock. Based on our analysis, we concluded that The Deal / BoardEx reporting unit goodwill was impaired as of the valuation date by approximately $11.6 million, while the RateWatch and Business to Consumer reporting units’ goodwill were not impaired by approximately 16% and 33%, respectively.

 

In conducting our 2016 annual indefinite lived intangible asset impairment test, we determined its fair value using the relief-from-royalty method. The application of the relief-from-royalty method requires the estimation of future income and the conversion of that income into an estimate of value. Future income related to a trade name is measured in terms of the savings that a company realizes by owning the indefinite lived trade name, thereby avoiding royalty payments to use the trade name in the absence of ownership. To calculate the royalty savings, we estimateestimated (i) future revenue attributable to the RateWatch trade name; (ii) a royalty rate that a hypothetical licensee would be willing to pay for its use; and (iii) a discount rate to reduce future after-tax royalty savings to present value. We selected an appropriate royalty rate by searching various transaction databases for publicly disclosed transactions to license similar assets between service businesses, with a focus on companies that operate in industries similar to RateWatch. Based upon the analysis, we concluded that the book value of the indefinite lived trade name was not impaired as of the October 1, 2016 valuation date by approximately 29%.

 

A decrease in the price of our Common Stock, or changes in the estimated value of our preferred shares, could materially affect the determination of the fair value of goodwill and could result in an impairment charge to reduce the carrying value, of goodwill, which could be material to our financial position and results of operations.

 

A summary of our critical accounting policies and estimates can be found in our 2016 Form 10-K.

 

2023 

 

 

Contingencies

 

Accounting for contingencies, including those matters described in the Commitments and Contingencies section of Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2016 Form 10-K, is highly subjective and requires the use of judgments and estimates in assessing their magnitude and likely outcome. In many cases, the outcomes of such matters will be determined by third parties, including governmental or judicial bodies. The provisions made in the consolidated financial statements, as well as the related disclosures, represent management’s best estimate of the then current status of such matters and their potential outcome based on a review of the facts and in consultation with outside legal counsel where deemed appropriate. The Company would record a material loss contingency in its consolidated financial statements if the loss is both probable of occurring and reasonably estimated. The Company regularly reviews contingencies and as new information becomes available may, in the future, adjust its associated liabilities.

 

Results of Operations

 

Comparison of Three Months Ended March 31,September 30, 2017 and March 31,September 30, 2016

 

Revenue

 

 For the Three Months Ended March 31,     For the Three Months Ended September 30,    
Revenue: 2017  Percent
of Total
Revenue
  2016  Percent
of Total
Revenue
  Percent
Change
  2017  Percent
of Total Revenue
  2016  Percent
of Total Revenue
  Percent
Change
 
The Deal / BoardEx $5,513,657   36% $5,266,649   33%  5% $5,951,582   39% $5,429,641   35%  9%
RateWatch  1,873,582   12%  1,866,151   11%  0%  1,918,542   13%  1,786,269   12%  7%
Total Business to business  7,387,239   48%  7,132,800   44%  4%  7,870,124   52%  7,215,910   47%  9%
Business to consumer  7,893,198   52%  8,936,632   56%  -12%  7,382,672   48%  7,997,944   53%  -8%
Total revenue $15,280,437   100% $16,069,432   100%  -5% $15,252,796   100% $15,213,854   100%  0%

 

Business to business. Our B2B business derives revenue primarily from subscription products, events/conferences and information services.

 

RevenueB2B revenue attributable to The Deal / BoardEx segment increased by approximately $247$522 thousand, or 5%10%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. This increase was primarily the result ofdue to an approximate $181$691 thousand, or 8%29%, increase in BoardEx subscription revenue, from our BoardEx product resulting from anwhich had a 10% increase in the weighted-average number of subscriptions approximately $104 thousand of additional BoardEx one-time reports, and ana 19% increase of approximately $89 thousand ofin the average revenue recognized per subscription. The increase in revenue attributable to The Deal event revenue. These increases were partially/ BoardEx segment was offset by an approximate $106$107 thousand, or 4%, decrease in subscription revenue from The Deal products, resulting from a 7%which had an 8% decline in the weighted-average number of subscriptions partially offset by a 3%4% increase in the average price paid.revenue recognized per subscription. Additionally, the year-over-year increase in subscriptioninformation services revenue from one-time reports sold by BoardEx increased by approximate $28 thousand and event/conference revenue declined by $95 thousand.

B2B revenue attributable to BoardEx was negatively impactedRateWatch increased by an approximate 14% reductionapproximately $132 thousand, or 7%, in the foreign exchange rate in the firstthird quarter of 2017 as compared to the first quarter of 2016 resulting from the strengthening of the U.S. Dollar.

Revenue from our RateWatch subsidiary increased by approximately $7 thousand in the first quarter of 2017 as compared to the firstthird quarter of 2016. RateWatch subscription revenue increased by approximately $13$124 thousand, or 1%8%, attributabledue to a 5%12% increase in the average price paidrevenue recognized per subscription, partially offset by a 4% decline in the weighted-average number of subscriptions. This increase was partially offset by an approximate $6 thousand, or 2%, decrease inAdditionally, information services revenue from one-time reports sold by RateWatch.RateWatch increased by approximate $8 thousand, or 4%.

 

2124 

 

Business to consumer.Our B2C business generates revenue primarily from premium subscription products and advertising.

 

Business to consumerB2C revenue decreased by approximately $1.0 million,$615 thousand, or 12%8%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. This decrease was primarily relateddue to an approximate $1.0 million,$649 thousand, or 17%12%, decline in revenue related togenerated from premium subscription products, resulting fromwhich had a 16%14% decrease in the weighted-average number of subscriptions, combined withpartially offset by a 1% decline2% increase in the average revenue recognized per subscription. AdvertisingAdditionally, licensing and syndication revenue generateddeclined by ourapproximately $24 thousand, or 8%. Partially offsetting these declines was an increase in advertising revenue of approximately $46 thousand, or 2%, and approximately $12 thousand of event related revenue (there was no business to consumer segment totaled approximately $2.5 million, an increase of $42 thousand, or 2%event revenue during 2016), when compared to the prior year.

 

Operating Expense

 

Cost of Services

 

  For the Three Months Ended March 31,    
Cost of services: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $2,226,106   40% $2,632,198   50%  -15%
RateWatch  466,817   25%  504,092   27%  -7%
Total Business to business  2,692,923   36%  3,136,290   44%  -14%
Business to consumer  4,588,506   58%  4,750,266   53%  -3%
Total cost of services $7,281,429   48% $7,886,556   49%  -8%

  For the Three Months Ended September 30,    
Cost of services: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $2,279,089   38% $2,574,548   47%  -11%
RateWatch  478,793   25%  512,009   29%  -6%
Total Business to business  2,757,882   35%  3,086,557   43%  -11%
Business to consumer  3,887,922   53%  4,838,295   60%  -20%
Total cost of services $6,645,804   44% $7,924,852   52%  -16%

  

Cost of services. Cost of services expense consists primarily of compensation, benefits, outside contributor costs related to the creation of our content, licensed data and the technology required to publish our content.

 

Cost of services expense attributable to The Deal / BoardEx decreased by approximately $406$295 thousand, or 15%11%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. This decrease was primarily the result of reduced salariesemployee compensation and related payroll taxes combined with lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, lower consulting and outside contributor costs, the aggregate of which decreased by approximately $385 thousand. These cost decreases were partially offset by an increase in hosting and internet access fees, the aggregate of which increased by approximately $88 thousand.

Cost of services expense attributable to RateWatch decreased by $33 thousand, or 6%, in the third quarter of 2017 as compared to the third quarter of 2016. The decrease was primarily the result of reduced employee compensation and related payroll taxes combined with lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which decreased by approximately $416 thousand. Also contributing to the decline was a reduction in corporate expense allocations totaling approximately $60$53 thousand. These cost decreases were partially offset by an approximate $18 thousand increase in consulting fees of approximately $29 thousand.corporate expense allocations.

 

Cost of serviceservices expense attributable to RateWatchour business to consumer business decreased by $37approximately $950 thousand, or 7%20%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The decrease was primarily the result of reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, as well as lower salaryoutside contributor, traffic acquisition and related payroll taxtemporary help costs, the aggregate of which decreased by $64 thousand. These cost decreases were partially offset by an approximate $27 thousand increase in corporate allocations.

Cost of service expense attributable to our business to consumer business decreased by approximately $162 thousand, or 3%, in the first quarter of 2017 as compared to the first quarter of 2016. The decrease was primarily the result of reduced outside contributor costs, revenue share payments made to certain distribution partners and lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which decreased by approximately $229$966 thousand. Also contributing to the decline was a reduction in corporate expense allocations totaling approximately $168$73 thousand. These cost decreases were partially offset by an increaseincreases in consulting, salary,hosting, internet access and data traffic acquisition and severance costs, the aggregate of which increased by approximately $190$169 thousand.

 

2225 

 

Sales and Marketing

 

  For the Three Months Ended March 31,    
Sales and marketing: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $1,267,884   23% $1,257,639   24%  1%
RateWatch  353,385   19%  333,451   18%  6%
Total Business to business  1,621,269   22%  1,591,090   22%  2%
Business to consumer  1,922,083   24%  2,293,336   26%  -16%
Total sales and marketing $3,543,352   23% $3,884,426   24%  -9%

  For the Three Months Ended September 30,    
Sales and marketing: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $1,388,471   23% $1,298,428   24%  7%
RateWatch  330,909   17%  313,231   18%  6%
Total Business to business  1,719,380   22%  1,611,659   22%  7%
Business to consumer  1,358,403   18%  2,125,156   27%  -36%
Total sales and marketing $3,077,783   20% $3,736,815   25%  -18%

 

Sales and marketing. Sales and marketing expense consists primarily of compensation expense for the direct sales force, marketing services, and customer service departments, advertising and promotion expenses and credit card processing fees.

 

Sales and marketing expense attributable to The Deal / BoardEx increased by approximately $10$90 thousand, or 1%7%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The increase was primarily the result of higher salary costs totaling approximately $67an approximate $73 thousand partially offset by a decrease of approximately $44 thousand resulting from lower employee benefit costs due to increased employee contributions towards health benefit plans and a reductionincrease in the Company’s matching portion of employee contributions to 401-K plans.corporate expense allocations.

 

Sales and marketing expense attributable to our RateWatch business increased by approximately $20$18 thousand, or 6%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The increase was primarily the result of an approximate $28$29 thousand increase in corporate expense allocations.

 

Sales and marketing expense attributable to our business to consumer business unit decreased by approximately $371$767 thousand, or 16%36%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The decrease was primarily the result of reduced advertisingemployee compensation and promotion expense,related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, lowerreduced advertising and promotion, advertisement serving, consulting salary and credit card processing fees,travel and entertainment costs, the aggregate of which decreased by approximately $408$831 thousand. The decrease was primarilypartially offset by a $33 thousand cost increase related to an expanded business analytics group designed to provide management with information needed to improve business results, as well as an approximate $39$45 thousand increase in corporate expense allocations.

 

General and Administrative

 

  For the Three Months Ended March 31,    
General and administrative: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $1,934,010   35% $2,337,319   44%  -17%
RateWatch  538,998   29%  983,985   53%  -45%
Total Business to business  2,473,008   33%  3,321,304   47%  -26%
Business to consumer  1,553,044   20%  1,792,602   20%  -13%
Total general and administrative $4,026,052   26% $5,113,906   32%  -21%

  For the Three Months Ended September 30,    
General and administrative: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $1,898,341   32% $1,727,770   32%  10%
RateWatch  509,855   27%  554,741   31%  -8%
Total Business to business  2,408,196   31%  2,282,511   32%  6%
Business to consumer  1,474,702   20%  1,654,715   21%  -11%
Total general and administrative $3,882,898   25% $3,937,226   26%  -1%

  

General and administrative. General and administrative expense consists primarily of compensation for general management, finance, technology, legal and administrative personnel, occupancy costs, professional fees, insurance and other office expenses.

 

2326 

 

 

General and administrative expense attributable to The Deal / BoardEx business decreasedincreased by approximately $403$171 thousand, or 17%10%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The decreaseincrease was primarily the result of a reductiontransaction losses caused by the fluctuation in foreign currency exchange rates and higher recruiting fees, salary costs and lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which increased by $215 thousand, partially offset by reduced employee compensation costs, which decreased by approximately $88 thousand. Also contributing to the cost decreaseincrease was reducedan approximate $45 thousand increase in corporate expense allocations totaling approximately $491 thousand primarily related to a provision recorded during the first quarter of 2016 for state and municipal sales tax not collected on sales to our customers or remitted to various states and municipalities. These cost decreases were partially offset by increased expenses resulting from the impact on balance sheet accounts caused by fluctuation in foreign exchange rates.allocations.

 

General and administrative expense attributable to our RateWatch business decreased by approximately $445$45 thousand, or 45%8%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The decrease was primarily the result of the absence in 2017 of moving costs incurred in the first quarter of 2016 as RateWatch relocated to a new facility, lower salaries and aan approximate $24 thousand reduction in employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which decreased by approximately $97 thousand. Also contributing to the decrease was an approximate $314 thousand reduction in corporate allocations primarily related to a provision recorded during the first quarter of 2016 for state and municipal sales tax not collected on sales to our customers or remitted to various states and municipalities.compensation costs.

 

General and administrative expense attributable to our business to consumer business decreased by approximately $240$180 thousand, or 13%11%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The decrease was primarily the result of an approximate $303$160 thousand reduction in corporate expense allocations primarily related to a provision recorded during the first quarter of 2016 for state and municipal sales tax not collected on sales to our customers or remitted to various states and municipalities, combined with approximately $36 thousand oflower employee compensation and reduced occupancy costs.costs, the aggregate of which decreased by approximately $94 thousand. These cost decreases were partially offset by an approximate $70$86 thousand cost increase in bad debt expense resulting from a cash collection during the first quarter of 2016 related to an account that had been fully reserved in a prior period.expanded business analytics group designed to provide management with information needed to improve business results.

Depreciation and Amortization

 

  For the Three Months Ended March 31,    
Depreciation and amortization: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $682,142   12% $597,083   11%  14%
RateWatch  332,995   18%  257,954   14%  29%
Total Business to business  1,015,137   14%  855,037   12%  19%
Business to consumer  164,395   2%  88,119   1%  87%
Total depreciation and amortization $1,179,532   8% $943,156   6%  25%

  For the Three Months Ended September 30,    
Depreciation and amortization: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $742,200   12% $726,941   13%  2%
RateWatch  386,385   20%  255,000   14%  52%
Total Business to business  1,128,585   14%  981,941   14%  15%
Business to consumer  224,175   3%  98,710   1%  127%
Total depreciation and amortization $1,352,760   9% $1,080,651   7%  25%

Depreciation and amortization. Depreciation and amortization expense increased by approximately $236$272 thousand, or 25%, in the firstthird quarter of 2017 as compared to the firstthird quarter of 2016. The increase was primarily the result of increased amortization expense related to capitalized software and website development projects.

 

Restructuring and Other Charges

  For the Three Months Ended September 30,    
Restructuring and other charges: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $   N/A  $(582,519)  -11%  100%
RateWatch     N/A      N/A   N/A 
Total Business to business     N/A   (582,519)  -8%  100%
Business to consumer     N/A      N/A   N/A 
Total restructuring and other charges $   N/A  $(582,519)  -4%  100%

2427 

 

Restructuring and Other Charges

  For the Three Months Ended March 31,    
Restructuring and other charges: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $47,464   1% $443,909   8%  -89%
RateWatch  (619)  -0%  162,744   9%  -100%
Total Business to business  46,845   1%  606,653   9%  -92%
Business to consumer  152,134   2%  773,399   9%  -80%
Total restructuring and other charges $198,979   1% $1,380,052   9%  -86%

Restructuring and other charges.During the three months ended March 31, 2017, In August 2015, the Company implementedreceived a targeted reduction in forceone year notice of termination under which resulted in restructuringthe landlord elected to terminate The Deal’s office space lease. As a result, the Company was no longer obligated to fulfill the original full lease term and other chargesreceived a lease termination credit of approximately $199 thousand. During$583 thousand from the three months ended March 31, 2016,landlord when the Company announced the resignation of the Company’s President and Chief Executive Officer, whooffice space was also a member of the Company’s Board of Directors. In connection with this resignation, the Company paid severance, continued to and will continue to provide medical coverage for 18 months after the termination date, and incurred recruiting fees, resultingvacated in restructuring and other charges of approximately $1.4 million.August 2016.

Net Interest Income (Expense)

 

  For the Three Months Ended
March 31,
  Percent 
  2017  2016  Change 
Net interest income (expense) $7,771  $(495)  1,670%
  For the Three Months Ended
September 30,
  Percent 
  2017  2016  Change 
Net interest income (expense) $8,168  $(12,179)  167%

 

Net interest income (expense) increased bytotaled approximately $8 thousand in the firstthird quarter of 2017 as compared to net interest expense approximating $12 thousand in the firstthird quarter of 2016. The change was primarily the result of reduced interest expense related to the accretion of certain accrued expenses that were recorded in connection with prior acquisitions.

 

Provision for Income Taxes

 

  For the Three Months Ended
March 31,
  Percent 
  2017  2016  Change 
Provision for income taxes $186,304  $305,128   -39%

  For the Three Months Ended
September 30,
  Percent 
  2017  2016  Change 
Provision for income taxes $111,850  $325,781   -66%

 

Income tax expense for the three months ended March 31,September 30, 2017 was approximately $186$112 thousand, as compared to approximately $305$326 thousand for the three months ended March 31,September 30, 2016, and reflects an effective tax rate of -20%37% and -10%-36%, respectively. Income tax expense for the three months ended March 31,September 30, 2017 and 2016 primarily relates to the recognition of $148 thousand and $281 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $38a $36 thousand credit and $45 thousand expense, respectively, of income tax in certain jurisdictions where there are no net operating losses available to offset taxable income.

Net Income (Loss) Attributable to Common Stockholders

Net income attributable to common stockholders for the three months ended September 30, 2017 totaled approximately $190 thousand, or $0.01 per basic and diluted share, compared to net loss attributable to common stockholders totaling approximately $1.2 million, or $0.03 per basic and diluted share, for the three months ended September 30, 2016.

Comparison of Nine Months Ended September 30, 2017 and September 30, 2016

Revenue

  For the Nine Months Ended September 30,    
Revenue: 2017  Percent
of Total
Revenue
  2016  Percent
of Total
Revenue
  Percent
Change
 
The Deal / BoardEx $17,418,253   38% $16,463,193   35%  6%
RateWatch  5,694,057   12%  5,416,676   11%  5%
Total Business to business  23,112,310   50%  21,879,869   46%  6%
Business to consumer  23,380,528   50%  25,695,944   54%  -9%
Total revenue $46,492,838   100% $47,575,813   100%  -2%

28 

B2B revenue attributable to The Deal / BoardEx segment increased by approximately $955 thousand, or 6%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. This increase was primarily due to an approximate $1.2 million, or 16%, increase in BoardEx subscription revenue, which had an 8% increase in the weighted-average number of subscriptions and an 8% increase in the average revenue recognized per subscription. Additionally, The Deal / BoardEx revenue from one-time projects increased by approximately $138 thousand and revenue from The Deal events/conferences decreased by approximately $38 thousand. The increase in revenue attributable to The Deal / BoardEx segment was offset by an approximate $315 thousand, or 4%, decrease in subscription revenue from The Deal products, which had a 7% decline in the weighted-average number of subscriptions partially offset by a 3% increase in the average revenue recognized per subscription. Additionally, the year-over-year increase in subscription revenue attributable to BoardEx was negatively impacted by an approximate 8% reduction in the foreign exchange rate during the nine months ended September 2017 as compared to the nine months ended September 2016 resulting from the strengthening of the U.S. Dollar.

B2B revenue attributable to RateWatch increased by approximately $277 thousand, or 5%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. RateWatch subscription revenue increased by approximately $205 thousand, or 4%, due to an 8% increase in the average revenue recognized per subscription, partially offset by a 4% decline in the weighted-average number of subscriptions. Additionally, information services revenue from one-time reports sold by RateWatch increased by approximate $72 thousand, or 11%.

B2C revenue decreased by approximately $2.3 million, or 9%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. This decrease was primarily due to an approximate $2.4 million, or 14%, decline in revenue generated from premium subscription products, which had a 15% decrease in the weighted-average number of subscriptions, partially offset by a 1% increase in the average revenue recognized per subscription. Additionally, licensing and syndication revenue declined by approximately $219 thousand, or 18%. Partially offsetting these declines was an increase in advertising revenue of approximately $200 thousand, or 3%, when compared to the prior year and approximately $132 thousand of event related revenue (there was no business to consumer event revenue during 2016).

Operating Expense

Cost of Services

  For the Nine Months Ended September 30,    
Cost of services: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $6,771,361   39% $8,262,419   50%  -18%
RateWatch  1,434,861   25%  1,529,755   28%  -6%
Total Business to business  8,206,222   36%  9,792,174   45%  -16%
Business to consumer  12,425,633   53%  14,164,111   55%  -12%
Total cost of services $20,631,855   44% $23,956,285   50%  -14%

Cost of services expense attributable to The Deal / BoardEx decreased by approximately $1.5 million, or 18%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. This decrease was primarily the result of reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, and lower outside contributor costs, the aggregate of which decreased by approximately $1.5 million. Also contributing to the decline was an approximate $241 reduction in corporate expense allocations. These cost decreases were partially offset by an increase in hosting and internet access expenses, the aggregate of which increased by approximately $291 thousand.

29 

Cost of services expense attributable to RateWatch decreased by $95 thousand, or 6%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which decreased by $191 thousand. These cost decreases were partially offset by an approximate $64 thousand increase in corporate expense allocations and higher hosting and internet access costs totaling approximately $38 thousand.

Cost of services expense attributable to our business to consumer business decreased by approximately $1.7 million, or 12%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of lower employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, reduced outside contributor and traffic acquisition costs, the aggregate of which decreased by approximately $1.8 million. Also contributing to the decline was an approximate $448 thousand reduction in corporate expense allocations. These cost decreases were partially offset by an increase in hosting, internet access, consulting and data fees, the aggregate of which increased by approximately $484 thousand.

Sales and Marketing

  For the Nine Months Ended September 30,    
Sales and marketing: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $4,066,306   23% $4,006,285   24%  1%
RateWatch  1,063,233   19%  970,988   18%  10%
Total Business to business  5,129,539   22%  4,977,273   23%  3%
Business to consumer  5,069,417   22%  6,657,129   26%  -24%
Total sales and marketing $10,198,956   22% $11,634,402   24%  -12%

Sales and marketing expense attributable to The Deal / BoardEx increased by approximately $60 thousand, or 1%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The increase was primarily the result of an approximate $224 thousand increase in corporate expense allocations, partially offset by lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans and decreased employee travel and entertainment expense, the aggregate of which decreased by approximately $141 thousand.

Sales and marketing expense attributable to our RateWatch business increased by approximately $92 thousand, or 10%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The increase was primarily the result of an approximate $102 thousand increase in corporate expense allocations.

Sales and marketing expense attributable to our business to consumer business unit decreased by approximately $1.6 million, or 24%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, reduced advertising and promotion, consulting, advertisement serving and travel and entertainment costs, the aggregate of which decreased by approximately $1.8 million. The decrease was partially offset by an approximate $123 thousand increase in corporate expense allocations.

30 

General and Administrative

  For the Nine Months Ended September 30,    
General and administrative: 2017  Percent of Segment Revenue  2016  Percent of Segment Revenue  Percent
Change
 
The Deal / BoardEx $5,728,478   33% $5,829,609   35%  -2%
RateWatch  1,561,421   27%  2,171,584   40%  -28%
Total Business to business  7,289,899   32%  8,001,193   37%  -9%
Business to consumer  4,471,503   19%  4,929,330   19%  -9%
Total general and administrative $11,761,402   25% $12,930,523   27%  -9%

General and administrative expense attributable to The Deal / BoardEx business decreased by approximately $101 thousand, or 2%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of an approximate $456 thousand reduction in corporate expense allocations combined with reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the aggregate of which decreased by approximately $279 thousand. These cost decreases were partially offset by increased expenses resulting from transaction losses caused by the fluctuation in foreign currency exchange rates and higher recruiting fees, the aggregate of which increased by $645 thousand.

General and administrative expense attributable to our RateWatch business decreased by approximately $610 thousand, or 28%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of an approximate $372 thousand reduction in corporate expense allocations combined with reduced employee compensation and related payroll taxes, lower employee benefit costs due to increased employee contributions towards health benefit plans and a reduction in the Company’s matching portion of employee contributions to 401-K plans, the absence in 2017 of moving costs incurred in the first quarter of 2016 as RateWatch relocated to a new facility, and decreased recruiting fees, the aggregate of which decreased by approximately $179 thousand.

General and administrative expense attributable to our business to consumer business decreased by approximately $458 thousand, or 9%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The decrease was primarily the result of an approximate $563 thousand reduction in corporate expense allocations combined with reduced occupancy costs and employee compensation, the aggregate of which decreased by approximately $151 thousand. These cost decreases were partially offset by increased expense related to an expanded business analytics group designed to provide management with information needed to improve business results combined with an increase in bad debt expense resulting from a cash collection during the first quarter of 2016 related to an account that had been fully reserved in a prior period, the aggregate of which increased by approximately $293 thousand.

31 

Depreciation and Amortization

  For the Nine Months Ended September 30,    
Depreciation and amortization: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $2,149,113   12% $1,932,515   12%  11%
RateWatch  1,094,720   19%  779,677   14%  40%
Total Business to business  3,243,833   14%  2,712,192   12%  20%
Business to consumer  590,952   3%  283,929   1%  108%
Total depreciation and amortization $3,834,785   8% $2,996,121   6%  28%

Depreciation and amortization expense increased by approximately $839 thousand, or 28%, in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. The increase was primarily the result of increased amortization expense related to capitalized software and website development projects.

Restructuring and Other Charges

  For the Nine Months Ended September 30,    
Restructuring and other charges: 2017  Percent of
Segment
Revenue
  2016  Percent of
Segment
Revenue
  Percent
Change
 
The Deal / BoardEx $47,464   0% $(85,221)  -1%  -156%
RateWatch  (619)  -0%  180,515   3%  -100%
Total Business to business  46,845   0%  95,294   0%  -51%
Business to consumer  152,134   1%  865,197   3%  -82%
Total restructuring and other charges $198,979   0% $960,491   2%  -79%

During the three months ended March 31, 2017, the Company implemented a targeted reduction in force which resulted in restructuring and other charges of approximately $199 thousand.

During the three months ended March 31, 2016, the Company announced the resignation of the Company’s President and Chief Executive Officer, who was also a member of the Company’s Board of Directors. In connection with this resignation, the Company paid severance, agreed to provide continuing medical coverage for 18 months, and incurred recruiting fees, resulting in restructuring and other charges of approximately $1.5 million. Additionally, in August 2015, the Company received a one year notice of termination under which the landlord elected to terminate The Deal’s office space lease. As a result, the Company was no longer obligated to fulfill the original full lease term and received a lease termination credit of approximately $583 thousand from the landlord when the office space was vacated in August 2016.

32 

Net Interest Income (Expense)

  For the Nine Months Ended
September 30,
  

Percent

 
  2017  2016  Change 
Net interest income (expense) $26,224  $(24,273)  -208%

Net interest income totaled approximately $26 thousand in the nine months ended September 30, 2017 as compared to net interest expense approximating $24 thousand in the nine months ended September 30, 2016. The change was primarily the result of reduced interest expense related to the accretion of certain accrued expenses that were recorded in connection with prior acquisitions.

Provision for Income Taxes

  For the Nine Months Ended
September 30,
  

Percent

 
  2017  2016  Change 
Provision for income taxes $485,912  $949,657   -49%

Income tax expense for the nine months ended September 30, 2017 was approximately $486 thousand, as compared to approximately $950 thousand for the nine months ended September 30, 2016, and reflects an effective tax rate of -454% and -19%, respectively. Income tax expense for the nine months ended September 30, 2017 and 2016 primarily relates to the recognition of $445 thousand and $842 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $41 thousand and $108 thousand, respectively, of income tax expense in certain jurisdictions where there are no net operating losses available to offset taxable income.

25

Net LossIncome (Loss) Attributable to Common Stockholders

 

Net loss attributable to common stockholders for the threenine months ended March 31,September 30, 2017 totaled approximately $1.1 million,$593 thousand, or $0.03$0.02 per basic and diluted share, compared to net loss attributable to common stockholders totaling approximately $3.4$5.9 million, or $0.10$0.17 per basic and diluted share, for the threenine months ended March 31,September 30, 2016.

 

Liquidity and Capital Resources

 

OurAs of September 30, 2017, our current assets at March 31, 2017 consisted primarily of cash and cash equivalents, accounts receivable and accounts receivable. We do not hold inventory. Ourprepaid expenses, and our current liabilities at March 31, 2017 consisted primarily of deferred revenue, accrued expenses and accounts payable. At March 31,We do not hold inventory. As of September 30, 2017, our current assets were approximately $29.5$31.1 million, 9%3% less than our current liabilities. With respect to many of our annual business to consumer newsletter subscription products, we offer the ability to receive a refund during the first 30 days but none thereafter. We do not as a general matter offer refunds for advertising that has run.

 

33 

We generally have invested in money market funds and other short-term, investment grade instruments that are highly liquid and of high quality, with the intent that such funds are available for sale for acquisition and operating purposes. As of March 31,September 30, 2017, our cash, cash equivalents, marketable securities and restricted cash amounted to approximately $24.6$26.1 million, representing 31%33% of total assets. Our cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds. Our marketable securities consisted of two municipal auction rate securities issued by the District of Columbia with a fair value of approximately $1.4$1.6 million that mature in the year 2038. Our total cash-related position is as follows:

 

 

March 31,

2017

  December 31,
2016
  

September 30,

2017

  December 31,
2016
 
Cash and cash equivalents $22,661,634  $21,371,122  $23,990,179  $21,371,122 
Marketable securities  1,443,000   1,550,000   1,600,250   1,550,000 
Current and noncurrent restricted cash  500,000   500,000 
Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $24,604,634  $23,421,122 
Restricted cash  500,000   500,000 
Total cash and cash equivalents, marketable securities and restricted cash $26,090,429  $23,421,122 

 

Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. We maintain all of our cash, cash equivalents and restricted cash in sevenfederally insured financial institutions, and we perform periodic evaluations of the relative credit standing of these institutions.

 

Net cash provided by operating activities totaled approximately $1.8$4.2 million for the threenine months ended March 31,September 30, 2017, as compared to net cash provided byused in operating activities totaling approximately $2.2$1.5 million for the threenine months ended March 31,September 30, 2016. The reductionincrease in net operating cash was primarily the result of the change in the balance of accrued expenses and accounts receivable, partially offset by the decrease in our net lossincome (loss) combined with the change in the balance of deferred revenue.revenue, partially offset by the change in the balance of accrued expenses and accounts receivable.

 

Net cash used in investing activities totaled approximately $553 thousand$1.8 million for the threenine months ended March 31,September 30, 2017, as compared to net cash used in investing activities totaling approximately $719 thousand$2.5 million for the threenine months ended March 31,September 30, 2016. The decrease in cash used in investing activities was primarily the result of reduced capital expenditures.

 

Net cash used in financing activities totaled approximately $68$81 thousand for the threenine months ended March 31,September 30, 2017, as compared to net cash used in financing activities totaling approximately $11$18 thousand for the threenine months ended March 31,September 30, 2016. The increase in net cash used in financing activities was primarily the result of the timing of cash dividend payments by the Company related to the vesting and issuance of RSU shares.

26

 

We currently have a total of $500 thousand of cash that serves as collateral for an outstanding letter of credit, which cash is classified as restricted. The letter of credit serves as a security deposit for office space in New York City.

 

We believe that our current cash and cash equivalents will be sufficient to meet our anticipated cash needs for at least the next 12 months. We are committed to cash expenditures in an aggregate amount of approximately $4.7$3.3 million through March 31,September 30, 2018, primarily related to operating leases and minimum payments due under an employment agreement.

 

As of December 31, 2016, we had approximately $160 million of federal and state net operating loss carryforwards. We maintain a full valuation allowance against our deferred tax assets as management concluded that it was more likely than not that we would not realize the benefit of our deferred tax assets by generating sufficient taxable income in future years. We expect to continue to maintain a full valuation allowance until, or unless, we can sustain a level of profitability that demonstrates our ability to utilize these assets.

 

In accordance with Section 382 of the Internal Revenue Code, the ability to utilize our net operating loss carryforwards could be limited in the event of a change in ownership and as such a portion of the existing net operating loss carryforwards may be subject to limitation.

 

Off-Balance Sheet Arrangements

 

As of March 31,September 30, 2017, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

34 

 

Treasury Stock

 

In December 2000, the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Company’s Board of Directors approved the resumption of the stock repurchase program, or the Program, under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, is necessary for the Company to repurchase its Common Stock (except for the purchase or redemption from employees, directors and consultants pursuant to agreements providing us with repurchase rights upon termination of their service with us), unless after such purchase we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference. During the threenine months ended March 31,September 30, 2017 and 2016, the Company did not purchase any shares of Common Stock under the Program. Since inception of the Program, the Company has purchased a total of 5,453,416 shares of Common Stock at an aggregate cost of approximately $7.3 million.

 

In addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures approved by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through March 31,September 30, 2017, the Company had withheld an aggregate of 1,850,7521,866,759 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares have also been recorded as treasury stock.

 

27

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

We believe that our market risk exposures are immaterial as we do not have instruments for trading purposes, and reasonable possible near-term changes in market rates or prices will not result in material near-term losses in earnings, material changes in fair values or cash flows for all instruments.

 

We maintain all of our cash, cash equivalents and restricted cash in federally insured financial institutions, and we perform periodic evaluations of the relative credit standing of these institutions. However, no assurances can be given that the third-party institutions will retain acceptable credit ratings or investment practices.

 

Following our acquisition of BoardEx, we have greater exposure to fluctuations in foreign currency exchange rates, in particular with respect to the British pound. Accordingly, our results of operations and cash flows are subject to fluctuations due to changes in exchange rates. Fluctuations in currency exchange rates could result in translation gains and losses when we consolidate our results and harm our business.results. Because we conduct a growing portion of our business outside the U.S. but report our results in U.S. dollars, we face exposure to adverse movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. For example, if the U.S. dollar strengthens relative to the British pound, our non-U.S. revenue and operating results would be adversely affected when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to the British pound would increase our non-U.S. revenue and operating results when translated into U.S. dollars. We do not engage in currency hedging or have any positions in derivative instruments to hedge our currency risk.

 

The effect of a 10% adverse change in exchange rates would have resulted in an approximate $266$749 thousand reduction to revenue for the threenine months ended March 31,September 30, 2017, with an offsetting reduction to operating expenses of $192$507 thousand for the threenine months ended March 31,September 30, 2017, and a decrease in the value of the Company’s assets and liabilities as of March 31,September 30, 2017 of approximately $1.5$1.6 million and $519$449 thousand, respectively.

 

35 

Item 4.Controls and Procedures.

Item 4.          Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31,September 30, 2017. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31,September 30, 2017, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

28

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material.

 

Item 1A.Risk Factors.

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2016 Form 10-K, which could materially affect our business, financial condition or future results. During the threenine months ended March 31,September 30, 2017, there were no material changes to the risk factors described in our 2016 Form 10-K.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable.

 

Item 3.Defaults Upon Senior Securities.

 

Not applicable.

 

36 

Item 4.Mine Safety Disclosures.

 

Not applicable.

 

Item 5.Other Information.

 

Not applicable.

 

2937 

 

 

Item 6.Exhibits.

 

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission:

 

Exhibit Incorporated by Reference
NumberDescriptionDescriptionFormFormFile No.ExhibitExhibitFiling Date
31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    
31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    
32.1

Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    
32.2

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    
101.INS*

XBRL Instance Document

    
101.SCH*

XBRL Taxonomy Extension Schema Document

    
101.CAL*

XBRL Taxonomy Extension Calculation Document

    
101.DEF*

XBRL Taxonomy Extension Definitions Document

    
101.LAB*

XBRL Taxonomy Extension Labels Document

    
101.PRE*

XBRL Taxonomy Extension Presentation Document

    

 

*Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

3038 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 THESTREET, INC.
  
Date: May 12,November 13, 2017By:/s/ David Callaway
 Name:David Callaway
 Title:President & Chief Executive Officer

(principal executive officer)
  
Date: May 12,November 13, 2017By:/s/ Eric F. Lundberg
 Name:Eric F. Lundberg
 Title:Chief Financial Officer (principal
(principal financial officer)

 

3139 

 

 

EXHIBIT INDEX

 

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the Securities and Exchange Commission:

 

Exhibit Incorporated by Reference
NumberDescriptionDescriptionFormFormFile No.ExhibitExhibitFiling Date
31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    
31.2
31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    
32.1
32.1

Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    
32.2
32.2

Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    
101.INS*

XBRL Instance Document

    
101.SCH*

XBRL Taxonomy Extension Schema Document

    
101.CAL*

XBRL Taxonomy Extension Calculation Document

    
101.DEF*

XBRL Taxonomy Extension Definitions Document

    
101.LAB*

XBRL Taxonomy Extension Labels Document

    
101.PRE*

XBRL Taxonomy Extension Presentation Document

    

 

*Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.