Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'MeetMe, Inc. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 38,477,359 | ' |
Entity Public Float | ' | ' | $44,601,115 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001078099 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets | ' | ' |
Cash and cash equivalents | $6,330,532 | $5,022,007 |
Accounts receivable, net of allowance of $495,000 and $547,000, at December 31, 2013 and 2012, respectively | 10,136,929 | 15,744,789 |
Notes receivable | ' | 111,569 |
Prepaid expenses and other current assets | 597,133 | 870,881 |
Total current assets | 17,064,594 | 21,749,246 |
Goodwill, net | 70,646,036 | 70,646,036 |
Intangible assets, net | 4,787,941 | 6,746,273 |
Property and equipment, net | 2,871,800 | 4,772,632 |
Other assets | 205,869 | 520,480 |
Total assets | 95,576,240 | 104,434,667 |
Current Liabilities: | ' | ' |
Accounts payable | 3,331,484 | 3,528,607 |
Accrued expenses and other liabilities | 3,262,327 | 3,213,115 |
Deferred revenue | 275,761 | 392,612 |
Accrued dividends | ' | 69,455 |
Current portion of capital lease obligations | 928,181 | 648,573 |
Current portion of long-term debt | 2,333,966 | 1,903,368 |
Total current liabilities | 10,131,719 | 9,755,730 |
Long-term capital lease obligations, less current portion, net | 713,699 | 1,058,230 |
Long-term debt, less current portion, net | 2,102,842 | 8,098,558 |
Other liabilities | 819,930 | ' |
Total liabilities | 13,768,190 | 18,912,518 |
Commitments and Contingencies (see Note 9) | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, $.001 par value, authorized 5,000,000 shares: Convertible preferred stock Series A-1, $.001 par value; authorized – 1,000,000 shares; 1,000,000 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively | 1,000 | 1,000 |
Common stock, $.001 par value; authorized - 100,000,000 shares; 38,477,359 and 37,046,405 shares issued and outstanding at December 31, 2013 and 2012, respectively | 38,481 | 37,050 |
Additional paid-in capital | 282,496,996 | 275,261,794 |
Accumulated deficit | -200,110,075 | -189,211,750 |
Accumulated other comprehensive loss | -618,352 | -565,945 |
Total stockholders’ equity | 81,808,050 | 85,522,149 |
Total liabilities and stockholders’ equity | $95,576,240 | $104,434,667 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable, allowance (in Dollars) | $495,000 | $547,000 |
Convertible preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Convertible preferred stock authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock shares issued | 1,000,000 | 1,000,000 |
Convertible preferred stock shares outstanding | 1,000,000 | 1,000,000 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock shares issued | 38,477,359 | 37,046,405 |
Common stock, shares outstanding | 38,477,359 | 37,046,405 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Series A-1 Preferred Stock [Member] | ' | ' |
Convertible preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Convertible preferred stock authorized | 1,000,000 | 1,000,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues | $40,378,007 | $46,657,959 |
Operating Costs and Expenses: | ' | ' |
Sales and marketing | 7,799,077 | 8,467,158 |
Product development and content | 26,660,709 | 29,510,917 |
General and administrative | 7,875,395 | 9,663,323 |
Depreciation and amortization | 4,387,464 | 3,962,290 |
Acquisition and restructuring costs | 2,540,896 | 422,488 |
Total operating costs and expenses | 50,437,810 | 52,026,176 |
Loss from operations | -10,059,803 | -5,368,217 |
Other income (expense): | ' | ' |
Interest income | 9,725 | 16,569 |
Interest expense | -848,247 | -1,285,674 |
Other income (expense), net | ' | 9,611 |
Total other income (expense) | -838,522 | -1,259,494 |
Loss before income taxes | -10,898,325 | -6,627,711 |
Income taxes | 0 | 0 |
Net loss from continuing operations | -10,898,325 | -6,627,711 |
Loss from discontinued operations, net of taxes | ' | -3,680,627 |
Net loss | -10,898,325 | -10,308,338 |
Foreign currency translation adjustment | -52,407 | -102,996 |
Comprehensive Loss | -10,950,732 | -10,411,334 |
Net Loss Allocable To Common Shareholders | -10,898,325 | -10,308,338 |
Basic and diluted net loss per common shareholders: | ' | ' |
Continuing operations (in Dollars per share) | ($0.29) | ($0.18) |
Discontinued operations (in Dollars per share) | ' | ($0.10) |
Basic and diluted net loss per common shareholders (in Dollars per share) | ($0.29) | ($0.28) |
Weighted Average Number of Shares Outstanding, Basic and Diluted: (in Shares) | 38,048,446 | 36,461,615 |
Cash and Noncash Portion [Member] | ' | ' |
Operating Costs and Expenses: | ' | ' |
Loss on debt restructure | $1,174,269 | ' |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | MEETMOI [Member] | MEETMOI [Member] | MEETMOI [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
Common Stock [Member] | Additional Paid-in Capital [Member] | ||||||||
Balance at Dec. 31, 2011 | ' | ' | ' | $1,000 | $36,146 | $269,974,789 | ($178,903,412) | ($462,949) | $90,645,574 |
Balance (in shares) (in Shares) at Dec. 31, 2011 | ' | ' | ' | 1,000,000 | 36,145,084 | ' | ' | ' | ' |
Vesting of stock options for compensation | ' | ' | ' | ' | ' | 4,033,402 | ' | ' | 4,033,402 |
Exercise of stock options | ' | ' | ' | ' | 904 | 1,253,603 | ' | ' | 1,254,507 |
Exercise of stock options (in shares) (in Shares) | ' | ' | ' | ' | 901,321 | ' | ' | ' | ' |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | -102,996 | -102,996 |
Net loss | ' | ' | ' | ' | ' | ' | -10,308,338 | ' | -10,308,338 |
Balance at Dec. 31, 2012 | ' | ' | ' | 1,000 | 37,050 | 275,261,794 | -189,211,750 | -565,945 | 85,522,149 |
Balance (in shares) (in Shares) at Dec. 31, 2012 | ' | ' | ' | 1,000,000 | 37,046,405 | ' | ' | ' | ' |
Vesting of stock options for compensation | ' | ' | ' | ' | ' | 3,758,043 | ' | ' | 3,758,043 |
Issuance of common stock for MeetMoi | 306 | 599,694 | 600,000 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for MeetMoi (in Shares) | 306,122 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | ' | ' | ' | ' | 123 | 122,563 | ' | ' | 122,686 |
Exercise of stock options (in shares) (in Shares) | ' | ' | ' | ' | 122,685 | ' | ' | ' | ' |
Exercise of warrants | ' | ' | ' | ' | 1,002 | 2,754,902 | ' | ' | 2,755,904 |
Exercise of warrants (in Shares) | ' | ' | ' | ' | 1,002,147 | ' | ' | ' | ' |
Foreign currency translation adjustment | ' | ' | ' | ' | ' | ' | ' | -52,407 | -52,407 |
Net loss | ' | ' | ' | ' | ' | ' | -10,898,325 | ' | -10,898,325 |
Balance at Dec. 31, 2013 | ' | ' | ' | $1,000 | $38,481 | $282,496,996 | ($200,110,075) | ($618,352) | $81,808,050 |
Balance (in shares) (in Shares) at Dec. 31, 2013 | ' | ' | ' | 1,000,000 | 38,477,359 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss from continuing operations | ($10,898,325) | ($6,627,711) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 4,387,464 | 3,962,290 |
Vesting of stock options for compensation | 3,758,043 | 3,881,896 |
Loss on disposal of property and equipment | ' | 11,081 |
Grant income | ' | -9,594 |
Bad debt expense (recovery) | -52,000 | 276,790 |
Amortization of discounts on notes payable and debt issuance costs | 160,069 | 292,210 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -385,078 | -5,733,953 |
Prepaid expenses, other current assets, and other assets | 737,476 | 303,845 |
Restricted cash | ' | 275,000 |
Accounts payable and accrued expenses | 617,180 | 4,015,689 |
Deferred revenue | -116,851 | 322,096 |
Net cash (used in) by provided by continuing operating activities | -725,257 | 969,639 |
Net cash used in discontinued operations | ' | -1,801,773 |
Net cash used in operating activities | -725,257 | -832,134 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -149,064 | -720,321 |
Purchase of trademarks | ' | -125,000 |
Loan payments from BRC | 111,569 | 57,827 |
Net cash used in investing activities | -37,495 | -787,494 |
Cash flows from financing activities: | ' | ' |
Proceeds from exercise of stock options | 122,685 | 1,254,507 |
Net proceeds from issuance of notes payables | 5,000,000 | ' |
Payments of capital leases | -784,190 | -373,376 |
Payments of dividends | ' | -100,000 |
Payments on long-term debt | -2,240,349 | -2,405,191 |
Net cash provided by (used in) financing activities | 2,098,146 | -1,624,060 |
Change in cash and cash equivalents prior to effect of foreign currency exchange rate on cash | 1,335,394 | -3,243,688 |
Effect of foreign currency exchange rate on cash | -26,869 | -6,092 |
Net increase (decrease) in cash and cash equivalents | 1,308,525 | -3,249,780 |
Cash and cash equivalents at beginning of the year | 5,022,007 | 8,271,787 |
Cash and cash equivalents at end of year | 6,330,532 | 5,022,007 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid for interest | 618,755 | 527,759 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' | ' |
Purchase of property and equipment through capital leases | 519,208 | 1,488,073 |
Subordinate note payable and accounts receivable offset | 6,025,898 | ' |
Warrant exercises and subordinate note cancellation | 2,756,210 | ' |
Note payable converted to common stock | 600,000 | ' |
Noncash Portion [Member] | ' | ' |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Loss on debt restructure | $1,066,765 | ' |
Note_1_Description_of_Business
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||||||||||||||||
Note 1—Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||||||||
MeetMe, Inc. (the “Company”) is a social network for meeting new people both on the web and on mobile platforms, including on iPhone, Android, iPad and other tablets, that facilitate interactions among users and encourages users to connect with each other. The Company monetizes through advertising, virtual currency, and paid subscriptions. The Company provides users with access to an expansive, multilingual menu of resources that promote social interaction, information sharing and other topics of interest to users. The Company offers online marketing capabilities, which enable marketers to display their advertisements in different formats and in different locations. The Company works with its advertisers to maximize the effectiveness of their campaigns by optimizing advertisement formats and placement. | |||||||||||||||||
Just as Facebook has established itself as the social network of friends and family, and LinkedIn as the social network of colleagues and business professionals, the Company is creating the social network not of the people you know but of the people you want to know. The Company believes meeting new people is a basic human need, especially for users aged 18-30, when so many long-lasting relationships are made. There are more than 1 billion people aged 18-30 worldwide with more than 50 million such people in the United States. | |||||||||||||||||
The Company believes that they have significant growth opportunities ahead as people increasingly use their mobile devices to discover the people around them. Given the importance of establishing connections within a user’s geographic proximity, the Company believes it is critical to establish a high density of users within the geographic regions we serve. As the Company’s network grows the number of users in a location, the Company believes users who are seeking to meet new people will incrementally benefit from the quantity of relevant connections. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of MeetMe and its wholly-owned subsidiaries, Quepasa.com de Mexico, Quepasa Serviços em Solucoes de Publicidade E Tecnologia Ltda (inactive) and MeetMe Online S/S Ltda (formerly Quepasa Games S/S Ltda from March 2, 2011). All intercompany accounts and transactions have been eliminated in consolidation. On June 30, 2012 the Company discontinued its game development and creation of intellectual properties business. Accordingly, games operations have been classified as discontinued operations for all periods presented. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires the Company 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition, the allowance on accounts receivables, the fair value of financial instruments, the valuation of long-lived and indefinite-lived assets, and valuation of deferred tax assets, income taxes, contingencies and stock-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. The Company’s estimates often are based on complex judgments, probabilities and assumptions that they believe to be reasonable but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable. | |||||||||||||||||
The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause them to change those estimates and assumptions. Market conditions, such as illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency rates and economic downturn, can increase the uncertainty already inherent in their estimates and assumptions. The Company adjusts their estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in their consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The Company is also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in competition, litigation, legislation and regulations. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” and ASC 605-45 “Principal Agent Considerations.” | |||||||||||||||||
During the years ended December 31, 2013 and 2012, the Company had transactions with several partners that qualify for principal agent considerations. The Company recognizes revenue net of amounts retained by third party entities, pursuant to revenue sharing agreements with advertising networks for advertising and with other partners for royalties on product sales. | |||||||||||||||||
During the years ended December 31, 2013 and 2012, the Company’s revenue was generated from three principal sources: revenue earned from the sales of advertising on the Company’s website and mobile applications and virtual currency products. | |||||||||||||||||
Advertising Revenue | |||||||||||||||||
Advertising and custom sponsorship revenues consist primarily of advertising fees earned from the display of advertisements and click-throughs on text based links on the Company’s website and mobile applications. Revenue from online advertising is recognized as impressions are delivered. An impression is delivered when an advertisement appears on pages viewed by members of the Company’s website and mobile applications. Revenue from the display of click-throughs on text based links is recognized as click-throughs occur. The Company recognizes advertising revenue from customers that are advertising networks on a net basis, while advertising revenues earned directly from advertisers are recognized on a gross basis. Approximately 69% and 56% of the Company’s revenue came from advertising during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
Virtual Currency Products | |||||||||||||||||
Revenue is earned from virtual currency monetization products sold to our website and mobile application users. The Company offers Credits and “Lunch Money” as virtual currency to our platform users. Users buy Lunch Money and credits to purchase the Company’s virtual products which put them in the spotlight, helping to get more attention from the community and thereby meet more people faster on our platform. These virtual products are consumed immediately. Credits can be purchased using PayPal on the website and iTunes and Google checkout via mobile applications. Platform users do not own the Credits but have a limited right to use the credits on virtual products offered for sale on the Company’s platform. Credits are non-refundable, the Company may change the purchase price of Credits at any time, and the Company reserves the right to stop issuing Credits in the future. The Company’s virtual currencies are not transferable, cannot be sold or exchanged outside our platform, are not redeemable for any sum of money, and can only be used for virtual products sold on the Company’ platform. Lunch Money is purchased by users and used and recorded as revenue immediately. Virtual Currency is recorded in deferred revenue when purchased and recognized as revenue when: (i) the credits are used by the customer; or (ii) the Company determines the likelihood of the credits being redeemed by the customer is remote (breakage) and there is not a legal obligation to remit the unredeemed credits to the relevant jurisdiction. The determination of the virtual currency breakage rate is based upon Company-specific historical redemption patterns. Virtual currency breakage is recognized in revenue as the credits are used on a pro rata basis over a three month period (life of the user) beginning at the date of the virtual currency sale and is included in revenue in the consolidated statement of operations and comprehensive loss. Breakage recognized during the years ended December 31, 2013 and 2012 was $625,000 and $0, respectively. For “VIP” and other subscriptions based products, the Company recognizes revenue over the term of the subscription. | |||||||||||||||||
The Company also earns revenue from advertisement products from currency engagement actions (i.e. sponsored engagement advertisements) by users on all of the Company’ platforms, including cost-per-action (CPA) currency incented promotions and sales on our proprietary cross-platform currency monetization product, “Social Theater.” The Company controls and develops the Social Theater product and CPA promotions and acts as a principal in these transactions and recognizes the related revenue on a gross basis when collections are reasonably assured and upon delivery of the virtual currency to the users’ account. When a user performs an action, the user earns virtual currency and the Company earns product revenue from the advertiser. | |||||||||||||||||
Social Theater is a product that allows the Company to offer advertisers a way to leverage the Facebook platform through guaranteed actions by Facebook’s user base. Social Theater is also hosted on the Company’s platform. Typical guaranteed actions available to advertisers are video views, fan page growth, quizzes and surveys. Social Theater revenue is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonable assured, and the service has been rendered. The Social Theater prices are both fixed and determinable based on the contract with the advertiser. The user completes an action and the electronic record of the transaction triggers the revenue recognition. The collection of the Social Theater revenue is reasonably assured by contractual obligation and historical payment performance. The delivery of virtual currency from the hosting platform to a user evidences the completion of the action required by the customer that the service has been rendered for Social Theater revenue recognition. | |||||||||||||||||
Beanstock Media Inc. | |||||||||||||||||
On September 25, 2013, the Company entered into a Media Publisher Agreement with Beanstock Media, Inc., a Delaware corporation (“Beanstock”) (the “Agreement”). The Agreement is effective from September 23, 2013 through December 31, 2015 (the “Term”), unless earlier terminated. | |||||||||||||||||
Pursuant to the Agreement, Beanstock has the exclusive right and obligation to fill all of the Company’s remnant desktop in-page display advertising inventory on www.meetme.com (the “Site”), excluding, (i) any inventory sold to a third party under an insertion order that is campaign or advertiser specific, (ii) any inventory the Company reserves in existing and future agreements with third parties for barter transactions and as additional consideration as part of larger business development transactions, and (iii) any inventory reserved for premium advertising for the Site. The Company may also continue to place inventory outside of the Agreement in direct sales. | |||||||||||||||||
Beanstock will pay for all advertising requests that the Company delivers, whether or not Beanstock fills the advertising request. For the United States, Beanstock will pay the Company specified CPM rates plus a percentage of revenue in excess of those rates; for the rest of the world, Beanstock will pay the Company 90% of its net ad revenue for the Site. | |||||||||||||||||
The Company may terminate the Agreement at any time without charge or penalty by providing written notice to Beanstock. Either party may terminate the Agreement if the other party is in material breach of its obligations and does not cure such breach, or if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such party or its business. For the year ended December 31, 2013, the Company recognized approximately $3,800,000 in revenue under the terms of the agreement. | |||||||||||||||||
Pinsight Media | |||||||||||||||||
On October 31, 2013, the Company entered into an Advertising Agreement with Pinsight Media+, Inc. (“Pinsight”) (the “Agreement”). The Agreement is effective from October 31, 2013 through December 31, 2014, unless earlier terminated. | |||||||||||||||||
Pinsight will pay for all ad requests that the Company delivers, whether or not Pinsight fills them. Pinsight will pay specified CPM rates depending on the type of advertising; provided, however, that if more than a stated percentage of all page views on the App originate outside of the United States, then Pinsight will remit to the Company a percentage of gross revenue relating to international advertising impressions in excess of such amount. The stated CPM rates for certain advertising are subject to renegotiation under certain conditions; in such case, if the parties do not agree on a modified rate, then such advertising will be excluded from the Agreement. | |||||||||||||||||
On January 30, 2014, the Company and Pinsight entered into an amendment (the “Amendment”) to their Agreement dated October 31, 2013 (collectively with the Amendment, the “Pinsight Agreement”). The Pinsight Agreement is effective from October 31, 2013 through December 31, 2014, unless earlier terminated. | |||||||||||||||||
Pursuant to the Pinsight Agreement, Pinsight has the right and obligation to fill all of the Company’s advertising inventory on its MeetMe mobile app for iOS and Android (the “App”). The Pinsight Agreement does not apply to other mobile apps or virtual currency features on the App, including without limitation offer wall features and the Company’s Social Theater business. The Pinsight Agreement contemplates that the Company will make certain specified changes to its existing ad logic on the App. If the Company wishes to increase the number, type, frequency or scope of impressions on the App (“Additional Inventory”), it must first notify Pinsight and upon Pinsight’s written consent, said Additional Inventory will become subject to the Agreement. | |||||||||||||||||
Pinsight will comply with the Company’s advertising editorial guidelines as in effect from time to time. | |||||||||||||||||
The Company may terminate the Pinsight Agreement upon written notice if (i) Pinsight fails to pay any undisputed amount in a timely fashion, or (ii) in the Company’s sole discretion, Pinsight’s software development kit and those of its performance partners and the placement and running of advertising on the App causes a diminution in the App user experience. Either party may terminate the Pinsight Agreement upon written notice (a) for the other party’s violation of confidentiality provisions, (b) if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such other party or its business, or (c) for Cause. In the event of a termination for Cause, the terminating party will be entitled to liquidated damages. “Cause” means (i) the other party’s material breach if the breaching party does not cure said breach to the reasonable satisfaction of the non-breaching party within thirty days (or, if the breach cannot reasonably be cured within thirty days, does not commence a cure thereof to the reasonable satisfaction of the non-breaching party), (ii) the other party’s willful failure to perform under the Pinsight Agreement, including without limitation with respect to the payment for advertising, (iii) the other party communicates its intention (verbally or in writing) to discontinue performance hereunder (whether or not said party actually discontinues performance hereunder), unless, after inquiry by the first party, a Vice President (or his designee) of said other party affirms in writing within one business day that said party intends to continue performing hereunder, (iv) the other party attempts to terminate the Agreement for convenience or for a reason not specifically set forth in the Agreement, or (v) the other party ceases to do business or notifies the other party of its intention to cease doing business prior to the end of the term hereof. For the year ended December 31, 2013, the Company recognized approximately $695,000 in revenue under the terms of the agreement. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. | |||||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||||||
The Company extends credit on a non-collateralized basis primarily to United States (“U.S.”) and international customers. The Company extends credit to customers in the normal course of business and maintains an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. The Company prepares an analysis of its ability to collect outstanding receivables that provides a basis for an allowance estimate for doubtful accounts. | |||||||||||||||||
Based on this evaluation, the Company maintains an allowance for potential credit losses and for potential discounts based on historical experience and other information available to management. Discounts historically represent less than 1% of the related revenues. The fees associated with display advertising are often based on “impressions,” which are created when the ad is viewed. The amount of impressions often differs between non-standardized tracking systems, resulting in discounts on some payments. Difference between ad serving platforms with respect to impressions is primarily due to lag time between serving of advertising and other technical differences. | |||||||||||||||||
Balance at Beginning of Period | Additions, Costs and Expenses | Deductions, | Balance at End | ||||||||||||||
Write-offs | of Period | ||||||||||||||||
Allowance For Doubtful Accounts: | |||||||||||||||||
Year Ended December 31, 2012 | $ | 270,210 | $ | 276,790 | $ | - | $ | 547,000 | |||||||||
Year Ended December 31, 2013 | $ | 547,000 | $ | - | $ | 52,000 | $ | 495,000 | |||||||||
Goodwill | |||||||||||||||||
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of the calendar year. The Company evaluates the recoverability of goodwill by estimating the fair value of the reporting unit to which the goodwill relates. If the fair value of the reporting unit is less than the carrying value of the net assets and related goodwill, the Company performs a second step for that reporting unit to determine the amount of impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over its implied fair value. In addition to the guidance indicated above, a qualitative assessment is permitted, whereby companies may assess all relevant events and circumstances to determine if it is “more likely than not” (meaning a likelihood of more than 50%) that the fair value of the reporting units goodwill is less than the carrying amount. If there is a more likely than not assessment, companies would need to perform the two-step process. | |||||||||||||||||
Estimates and assumptions used to perform the impairment testing are inherently uncertain and can significantly affect the outcome of the impairment test. Changes in operating results and other assumptions could materially affect these estimates. | |||||||||||||||||
For the year ended December 31, 2013, the Company determined that no impairment charge was necessary. During the year ended December 31, 2012, the Company recorded approximately $2.3 million goodwill impairment charges related to the discontinuance of Quepasa Games operations. Impairment charges for Quepasa Games are included in discontinued operations for the year ended December 31, 2012. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets consist of acquired trademarks, domain names, advertising customer relationships and mobile applications recorded at fair value. Amortization is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||||||||||||||
(years) | |||||||||||||||||
Trademarks | 5 | ||||||||||||||||
Domain names | 5 | ||||||||||||||||
Mobile Applications, purchased and internally developed | 5 | ||||||||||||||||
Advertising customer relationships | 3 | ||||||||||||||||
Advertising customer relationships are amortized using the straight-line method over the term of the average contract term. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment is stated at cost less accumulated depreciation and amortization. The cost of improvements that extend the life of property and equipment are capitalized. All ordinary repair and maintenance costs are expensed as incurred. When capitalized assets are retired or sold, the cost and related accumulated depreciation or amortization is removed from the accounts, with any gain or loss reflected in operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||||||||||||||
(years) | |||||||||||||||||
Software | 2 | to | 3 | ||||||||||||||
Servers and computer equipment | 3 | to | 5 | ||||||||||||||
Office furniture and equipment | 5 | to | 10 | ||||||||||||||
Leasehold improvements are amortized using the straight-line method over the term of the individual lease. | |||||||||||||||||
Long-Lived Assets and Intangibles with Finite Lives | |||||||||||||||||
Property and equipment and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an analysis is necessitated by the occurrence of a triggering event, the Company compares the carrying amount of the asset with the estimated future undiscounted cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset with its estimated fair value. Such analyses necessarily involve significant judgments and estimations on the part of the Company. For the years ended December 31, 2013 and 2012, the Company determined that no impairment charge was necessary. | |||||||||||||||||
Lease Accounting | |||||||||||||||||
The Company accounts for operating lease transactions by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date it gains possession of leased property. The Company includes tenant improvement allowances and rent holidays received from landlords and the effect of any rent escalation clauses as adjustments to straight-line rent expense over the expected life of the lease. | |||||||||||||||||
Capital lease transactions are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under capital leases are recorded in Property and Equipment, net on the consolidated balance sheets and depreciated in a manner similar to other Property and Equipment. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
The fair values of the Company’s financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). | |||||||||||||||||
The Company’s financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and deferred revenue. The carrying amounts approximate fair value due to their short maturities. Amounts recorded for subordinated notes payable, net of discount, and loans payable also approximate fair value because current interest rates available to the Company for debt with similar terms and maturities are substantially the same. Certain common stock warrants are carried at fair value as disclosed below. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | |||||||||||||||||
Foreign Currency | |||||||||||||||||
The functional currency of our foreign subsidiaries is the local currency. The financial statements of these subsidiaries are translated to U.S. dollars using period-end rates of exchange for assets and liabilities and average quarterly rates of exchange for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income (expense). | |||||||||||||||||
Net Loss per Share | |||||||||||||||||
Basic earnings or losses per share are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings or loss per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and common stock equivalents outstanding, calculated on the treasury stock method for options and warrants using the average market prices during the period. | |||||||||||||||||
As the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of diluted loss per share since the effect of including them is anti-dilutive. | |||||||||||||||||
The following table summarizes the number of dilutive securities, which may dilute future earnings per share, outstanding for each of the periods presented, but not included in the calculation of diluted loss per share: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Stock options | 9,138,131 | 9,082,753 | |||||||||||||||
Unvested restricted stock awards | 1,361,750 | - | |||||||||||||||
Warrants | 3,111,690 | 4,200,000 | |||||||||||||||
Convertible preferred stock | 1,479,949 | 1,479,949 | |||||||||||||||
Totals | 15,091,520 | 14,762,702 | |||||||||||||||
Significant Customers and Concentration of Credit Risk | |||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company invests their excess cash in high-quality, liquid money market instruments maintained by major U.S. banks and financial institutions. The Company has not experienced any losses on their cash equivalents. | |||||||||||||||||
The Company performs ongoing credit evaluations of their customers and generally do not require collateral. The Company has no history of significant losses from uncollectible accounts. During the years December 31, 2013 and 2012, one non-affiliate customer, an advertising aggregator, comprised approximately 22% and 25% of total revenues, respectively. For the years ended December, 2013 and 2012 an affiliate customer, a principal shareholder of the Company, MATT and its parent company, comprised 0% and 13%, respectively, of total revenues. Three customers comprised 37% and 58% of total accounts receivable as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
The Company does not expect their current or future credit risk exposures to have a significant impact on their operations. However, there can be no assurance that the Company’s business will not experience any adverse impact from credit risk in the future. | |||||||||||||||||
Discontinued Operations from Quepasa Games | |||||||||||||||||
On June 30, 2012, the Company discontinued its games development and hosting operations. Accordingly, games operations have been classified as discontinued operations for all periods presented. Game revenue was recognized when persuasive evidence of an arrangement exists, the sales price was fixed or determinable, collectability was reasonable assured, and the service was rendered. For the purpose of determining when the service had been provided to the player, we determined an implied obligation existed to the paying player to continue displaying the purchased virtual items within the online game of a paying player over their estimated life. | |||||||||||||||||
The virtual goods were categorized as either consumable or durable. Consumable goods represent goods that are consumed immediately by a specific player action and have no residual value. Revenue from consumable goods was recognized at the time of sale. Durable goods add to the player’s game environment over the playing period. Durable items, that otherwise do not have a limitation on repeated use, were recorded as deferred revenue at time of sale and recognized as revenue ratably over the estimated average playing period of a paying player. For these items, the Company considered the average playing period that the paying players typically play the game, to be 18 months. If we did not have the ability to differentiate revenue attributable to durable virtual goods from the consumable virtual goods for the specific game, we recognized revenue on the sale of the virtual goods for the game ratably over the estimated average playing period that paying players typically play the game. Any adjustments arising from changes in the average playing period would have been applied prospectively on the basis that such changes are caused by new information indicating a change in the game player behavior patterns. As the Company controlled the game process and acted as a principal in the transaction, revenue for internally developed games was recognized on a gross basis from sales proceeds reported by pay aggregators which were net of payment rejections, charge-backs and reversals. | |||||||||||||||||
Games expenses represented the direct expenses for hosting, marketing, site fees, reporting and foreign taxes. Games product development and content expenses included salaries, benefits, and share-based compensation for our employees, utility charges, and production office costs, were charged to discontinuing operations as incurred. Game exit costs included severance costs of terminated employees and exit costs of office closure expenses and were charged to discontinuing operations as incurred. | |||||||||||||||||
Income Taxes | |||||||||||||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |||||||||||||||||
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would not be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would increase the provision for income taxes. | |||||||||||||||||
The Company’s income tax returns are periodically audited by U.S. federal, state and local and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. In evaluating the tax benefits associated with the Company’s various tax filing positions, the Company records a tax benefit for uncertain tax positions using the highest cumulative tax benefit that is more likely than not to be realized. A number of years may elapse before a particular matter, for which a liability has been established, is audited and effectively settled. The Company adjusts its liability for unrecognized tax benefits in the period in which it determines the issue is effectively settled with the tax authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. | |||||||||||||||||
Derivatives | |||||||||||||||||
All derivatives held by the Company are recognized in the consolidated balance sheets at fair value. The Company issued warrants on its own common stock in conjunction with the term loan discussed in Note 8. These warrants meet the definition of a derivative and are reflected as a warrant liability at fair value in the consolidated balance sheets. | |||||||||||||||||
Product Development and Content Costs | |||||||||||||||||
Product development and content costs, including costs incurred in the classification and organization of listings within our websites, salaries, benefits, and stock-based compensation, utility charges, occupancy and support for our offsite technology infrastructure, bandwidth and content delivery fees, and internet development and maintenance costs, are charged to expense as incurred. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The fair value of share-based payments are estimated on the date of grant using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. | |||||||||||||||||
Comprehensive Loss | |||||||||||||||||
Comprehensive loss includes all changes in stockholders’ equity during a period from non-owner sources. Comprehensive loss consists of foreign currency translation adjustments which are added to net loss to compute total comprehensive loss. | |||||||||||||||||
Contingencies | |||||||||||||||||
The Company accrues for contingent obligations, including legal costs and restructuring costs, when the obligation is probable and the amount can be reasonably estimated. As facts concerning contingencies become known the Company reassess their position and make appropriate adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All long-lived assets of the Company reside in the U.S. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period’s presentation. | |||||||||||||||||
Recent Issued Accounting Standards | |||||||||||||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income (loss) is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income (loss) if the amount reclassified is required under GAAP to be reclassified to net income (loss) in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income (loss), an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard was effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. The Company adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive loss as such transactions arise. ASU 2013-02 affects financial statement presentation only and has no impact on the Company’s results of operations or consolidated financial statements. |
Note_2_Fair_Value_Measurements
Note 2 - Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
Note 2—Fair Value Measurements | |||||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||||
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following: | |||||||||||||||||
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||||||||||||||||
Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. | |||||||||||||||||
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||||
Recurring Fair Value Measurements | |||||||||||||||||
Items measured at fair value on a recurring basis include money market mutual funds and warrants to purchase convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis: | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | |||||||||||||||
Items | |||||||||||||||||
(Level 1) | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Assets | |||||||||||||||||
Money market | $ | 3,206,079 | $ | — | $ | — | $ | 3,206,079 | |||||||||
Total assets | $ | 3,206,079 | $ | — | $ | — | $ | 3,206,079 | |||||||||
Liabilities | |||||||||||||||||
Warrants to purchase common stock | $ | — | $ | 819,930 | $ | — | 819,930 | ||||||||||
Total liabilities | $ | — | $ | 819,930 | $ | — | 819,930 | ||||||||||
31-Dec-12 | |||||||||||||||||
Assets | |||||||||||||||||
Money market | $ | 2,497,053 | $ | — | $ | — | $ | 2,497,053 | |||||||||
Total assets | $ | 2,497,053 | $ | — | $ | — | $ | 2,497,053 | |||||||||
Total liabilities | $ | — | $ | — | $ | — | — | ||||||||||
The following table sets forth a summary of changes in the fair value of the Company's Common Stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs: | |||||||||||||||||
Convertible | |||||||||||||||||
Common | |||||||||||||||||
Stock Warrant | |||||||||||||||||
Liability | |||||||||||||||||
Balance as of December 31, 2012 | $ | — | |||||||||||||||
Amounts acquired or issued | 897,190 | ||||||||||||||||
Changes in estimated fair value | (77,260 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 819,930 | |||||||||||||||
The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2013 or 2012. | |||||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants, no dividend yield, weighted average risk-free interest rate of 3.04% at December 31, 2013 and weighted average volatility of 93.15%. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The warrant liability is recorded in other liabilities on the Company's Consolidated Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded as interest expense on the Consolidated Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. | |||||||||||||||||
Nonrecurring Fair Value Measurements | |||||||||||||||||
The Company's financial assets measured at fair value on a nonrecurring basis during the year ended December 31, 2012 were as follows: | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total Expense for the Year Ended December 31, 2012 | ||||||||||||||
Active Markets | Observable Inputs | Unobservable Inputs | |||||||||||||||
for Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Goodwill | — | — | $ | 70,646,036 | $ | 2,288,776 | |||||||||||
Total | $ | — | $ | — | $ | 70,646,036 | $ | 2,288,776 | |||||||||
See Note 4. for a discussion of goodwill impairment charges. There were no remeasured assets or liabilities at fair value on a non-recurring basis for the year ended December 31, 2013. |
Note_3_Discontinued_Operations
Note 3 - Discontinued Operations - Quepasa Games | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | ||||
Note 3 —Discontinued Operations – Quepasa Games | |||||
The games development business of our Brazilian subsidiary, Quepasa Games, was discontinued on June 30, 2012 in order to streamline efforts to improve efficiencies, reduce costs and focus on the Company’s core social network business. In connection with this closure, the Company transferred the hosting responsibilities of its games Wonderful City Rio and Amazon Alive to third parties, Quepasa Games office in Curitiba, Brazil was closed and all Quepasa Games employees were terminated. The games business closure qualifies as a discontinued operation and accordingly the Company has excluded results for Quepasa Games operations from its continuing operations in the Consolidated Statement of Operations for all periods presented. The following table shows the results of Quepasa Games included in the loss from discontinued operations for the years ended December 31: | |||||
2012 | |||||
Games Revenues | $ | 840,190 | |||
Games Expenses | 1,032,366 | ||||
Product development and content | 552,563 | ||||
Depreciation and amortization | 16,102 | ||||
Exit costs | 431,418 | ||||
Loss on disposable of assets | 48,084 | ||||
Stock-based compensation | 151,508 | ||||
Loss on impairment of goodwill | 2,288,776 | ||||
Total | 4,520,817 | ||||
Loss from discontinued operations attributable to Quepasa Games | $ | (3,680,627 | ) | ||
The Company did not incur any activity for the year ended December 31, 2013. |
Note_4_Goodwill
Note 4 - Goodwill | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Goodwill Disclosure [Text Block] | ' | ||||||||
Note 4—Goodwill | |||||||||
Changes in the carrying amount of goodwill consisted of the following at December 31: | |||||||||
2013 | 2012 | ||||||||
Balance at January 1 | $ | 70,646,036 | $ | 72,934,812 | |||||
Goodwill acquired during the period | — | — | |||||||
Impairment charges during the period | — | 2,288,776 | |||||||
Balance at December 31 | $ | 70,646,036 | $ | 70,646,036 | |||||
In June 2012, the Company discontinued the Quepasa Games operations and as a result, the Company recognized an impairment of approximately $2.3 million recorded as a loss from discontinued operations for the year ended December 31, 2012. This discontinued operation is discussed in greater detail in Note 3. |
Note_5_Intangible_Assets
Note 5 - Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||
Note 5—Intangible Assets | |||||||||
Intangible assets consist of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Trademarks and domains names | $ | 6,124,994 | $ | 6,124,994 | |||||
Advertising customer relationships | 1,165,000 | 1,165,000 | |||||||
Mobile applications | 1,725,000 | 1,725,000 | |||||||
9,014,994 | 9,014,994 | ||||||||
Less accumulated amortization | (4,227,053 | ) | (2,268,721 | ) | |||||
Intangible assets—net | $ | 4,787,941 | $ | 6,746,273 | |||||
Amortization expense for continuing operations was approximately $2.0 million and $1.9 million for the years ended December 31, 2013 and 2012, respectively. Amortization expense for discontinued operations was approximately $0 and $600 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Annual future amortization expense for the Company’s intangible assets is as follows: | |||||||||
Years ending December 31: | |||||||||
2014 | $ | 1,893,610 | |||||||
2015 | 1,569,999 | ||||||||
2016 | 1,324,332 | ||||||||
Total | $ | 4,787,941 | |||||||
Note_6_Property_and_Equipment
Note 6 - Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
Note 6—Property and Equipment | |||||||||
Property and equipment consist of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Servers, computer equipment and software | $ | 7,308,536 | $ | 6,805,099 | |||||
Office furniture and equipment | 152,064 | 143,037 | |||||||
Leasehold Improvements | 373,399 | 367,437 | |||||||
7,833,999 | 7,315,573 | ||||||||
Less accumulated depreciation/amortization | (4,962,199 | ) | (2,542,941 | ) | |||||
Property and equipment—net | $ | 2,871,800 | $ | 4,772,632 | |||||
The above amounts as of December 31, 2013 and 2012 include certain leases accounted for as capital leases. The total cost and accumulated depreciation of property and equipment recorded under capital leases at December 31, 2013 was approximately $519,000 and $250,000, respectively (See Note 9). | |||||||||
Property and equipment depreciation and amortization expense for continuing operations was approximately $2.4 million and $2.0 million for the years ended December 31, 2013 and 2012, respectively. Depreciation expense for discontinued operations was approximately $16,000 for the year ended December 31, 2012. |
Note_7_Accrued_Expenses_and_Ot
Note 7 - Accrued Expenses and Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
Note 7—Accrued Expenses and Other Liabilities | |||||||||
Accrued expenses and other liabilities consist of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Accrued expenses | $ | 1,539,269 | $ | 1,644,199 | |||||
Accrued bonuses | 1,108,000 | 881,269 | |||||||
Accrued employee benefits | 492,496 | 463,323 | |||||||
Accrued restructuring costs | 122,562 | 224,324 | |||||||
Accrued expenses and other liabilities | $ | 3,262,327 | $ | 3,213,115 | |||||
Note_8_Long_Term_Debt
Note 8 - Long Term Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 8— Long-term Debt | |||||||||
The components of the Company’s total indebtedness were as follows: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Senior Loans Payable: | |||||||||
Term Loan | $ | 4,663,018 | $ | - | |||||
LSA2 Loan | - | 125,679 | |||||||
S2LSA Loan | - | 496,381 | |||||||
LSA2 Loan | 480,753 | 1,762,061 | |||||||
Less: unamortized discount | (706,963 | ) | - | ||||||
4,436,808 | 2,384,121 | ||||||||
Subordinated Notes Payable: | |||||||||
MATT Note payable | - | 5,000,000 | |||||||
RSI Note payable | - | 2,000,000 | |||||||
Add: Accrued interest | - | 1,686,973 | |||||||
Less: unamortized discounts | - | (1,069,168 | ) | ||||||
- | 7,617,805 | ||||||||
Total long-term debt, net | 4,436,808 | 10,001,926 | |||||||
Less current portion | 2,333,966 | 1,903,368 | |||||||
Total long-term debt, less current portion, net | $ | 2,102,842 | $ | 8,098,558 | |||||
Senior Loans Payable | |||||||||
Term Loan | |||||||||
On April 29, 2013, the Company entered into an $8.0 million loan and security agreement with Venture Lending & Leasing VI, Inc. and Venture Lending and Leasing VII, Inc., at 11% fixed interest rate, maturing in 36 months, and which may be drawn in three tranches (the “Loan”). On April 29, 2013, the Company drew $5.0 million on the facility. Interest is payable monthly for the first six months of the loan term, and monthly principal and interest payments are due thereafter through the maturity date. The Company issued warrants to each of the lenders in conjunction with the loan facility with an initial aggregate exercise price of $800,000, which increased by $200,000 with the first tranche and would increase by $300,000 with the second and third tranche draw down of the Loan. The Loan payable is net of the initial value of the warrants (See Note 11). The initial value of warrants have been capitalized within the other assets section of the balance sheet and are being amortized under the interest method over the term of the loan. Amortization expense was $190,225 for the year ended December 31, 2013. The lenders have a priority first security lien on substantially all assets of the Company. | |||||||||
Growth and Equipment Term Loans | |||||||||
On November 10, 2011, in conjunction with the acquisition of Insider Guides, the Company assumed loans payable consisting of a growth capital term loan and three equipment term loans. The loans are collateralized by substantially all the assets of the Company. Under the Loan and Security Agreement Number 2 (“LSA2”) growth term and equipment term loans, dated December 13, 2010, principal and interest are payable monthly at a fixed interest rate of 12.50% per annum, and the loans are due September 2014. Under the Supplemental Loan and Security Agreement (“SLSA”), dated November 21, 2008, principal and interest are payable monthly at a fixed interest rate of 12.60% per annum, and the loan was repaid by April 2012. Under the Supplement Number 2 Loan and Security Agreement (“S2LSA”) dated January 22, 2010, principal and interest are payable monthly at a fixed interest rate of 12.50% per annum, and the loan was due June 2013. On February 13, 2012, the loans payable and security agreements were amended and restated to include additional debt covenants. The amendment includes limitations of additional $6.0 million of bank borrowing and indebtedness for leased office equipment. The amendment requires that the Company’s unrestricted cash and accounts receivable be greater than or equal to 200% of the borrowers indebtedness and the Company’s unrestricted cash be greater than or equal to the aggregate amount of interest that will accrue and be payable through the maturity date of loans payable and security agreement. | |||||||||
Subordinated Notes Payable | |||||||||
MATT Note Payable | |||||||||
On January 25, 2008, the Company entered into a Note Purchase Agreement (the “MATT Agreement”) with MATT Inc. Pursuant to the terms of the MATT Agreement: (i) MATT Inc. invested $5,000,000 in the Company and the Company issued MATT Inc. a subordinated promissory note due October 16, 2016 with 4.46% interest per annum (the “MATT Note”); (ii) the exercise price of MATT Inc.’s outstanding Series 1 Warrant to purchase 1,000,000 shares of our common stock was reduced from $12.50 per share to $2.75 per share; (iii) the exercise price of MATT Inc.’s outstanding Series 2 Warrant to purchase 1,000,000 shares of the Company’s common stock was reduced from $15.00 per share to $2.75 per share (see Note 11); and (iv) the Amended and Restated Support Agreement between the Company and MATT Inc. was terminated, which terminated MATT Inc.’s obligation to provide us with the use of a corporate jet for up to 25 hours per year through October 2016. Debt issuance costs of $24,580 related to this transaction have been capitalized within the other assets section of the balance sheet and are being amortized to interest expense over the life of the note. Amortization expense was $455 and $2,823 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
MATT note payable consisted of the following as of December 31, 2012: | |||||||||
Notes Payable, face amount | $ | 5,000,000 | |||||||
Discounts on Notes: | |||||||||
Revaluation of Warrants | (1,341,692 | ) | |||||||
Termination of Jet Rights | (878,942 | ) | |||||||
Accumulated Amortization | 1,255,596 | ||||||||
Total Discounts | (965,038 | ) | |||||||
Accrued Interest | 1,204,980 | ||||||||
MATT Note Payable, net | $ | 5,239,942 | |||||||
On March 5, 2013, the Company, Altos Hornos de Mexico, S.A.B. de C.V. (“AHMSA”) and MATT entered into an agreement to offset the MATT Note with approximately $6.0 million of accounts receivable that MATT and AHMSA owed to the Company (the “Receivable”). As of March 5, 2013, $6,254,178 in principal and accrued interest was outstanding under the MATT Note, and the Receivable had a balance of $6,025,828 plus interest of $222,446 from the agreement. MATT exercised warrants dated October 17, 2006 at an exercise price of $2.75 per share (the “MATT Warrants”) to purchase 2,147 shares of common stock using the amount by which the outstanding principal and accrued interest under the Note exceeded the amount of the Receivable. As a result of these transactions, both the MATT Note and the Receivable have been deemed fully satisfied. In connection therewith, MATT has agreed to exercise or forfeit the MATT Warrants with an aggregate exercise price of $2,000,000 over an eleven-month period beginning in March 2013. The Company recorded a net loss on debt restructure (see statement of operations and comprehensive loss) of approximately $712,000 in connection with the debt offset and warrant, attributable to the write-off of unamortized discounts and debt issue costs at the date of the agreement. | |||||||||
RSI Note Payable | |||||||||
On January 25, 2008, the Company entered into a Note Purchase Agreement (the “RSI Agreement”) with Richard L. Scott Investments, LLC (“RSI”). Pursuant to the terms of the RSI Agreement: (i) RSI invested $2,000,000 in the Company and the Company issued RSI a subordinated promissory note due March 21, 2016 with 4.46% interest per annum (the “RSI Note”); (ii) the exercise price of RSI’s outstanding Series 2 Warrant to purchase 500,000 shares of our common stock was reduced from $4.00 per share to $2.75 per share, (See Note 12); and (iii) the exercise price of RSI’s outstanding Series 3 Warrant to purchase 500,000 shares of our common stock was reduced from $7.00 per share to $2.75 per share. Debt issuance costs of $15,901 related to this transaction have been capitalized within the other assets section of the balance sheet and were amortized to interest expense over the life of the RSI Note. Amortization expense was $315 and $1,954 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
RSI note payable consisted of the following as of December 31, 2012: | |||||||||
Notes Payable, face amount | $ | 2,000,000 | |||||||
Discounts on Notes: | |||||||||
Revaluation of Warrants | (263,690 | ) | |||||||
Accumulated Amortization | 159,560 | ||||||||
Total Discounts | (104,130 | ) | |||||||
Accrued Interest | 481,993 | ||||||||
RSI Notes Payable, net | $ | 2,377,863 | |||||||
On March 5, 2013, the Company and RSI entered into an agreement pursuant to which RSI exercised warrants dated as of March 21, 2006 to purchase one million shares of common stock at an exercise price of $2.75 per share (the “RSI Warrants”). RSI paid the exercise price of the RSI Warrants by offsetting that same amount under the RSI Note. The Company paid RSI $107,504 in cash, which represented the difference between the aggregate exercise price of the RSI Warrants of $2,750,000, and the total amount of principal and interest under the RSI Note that would have accrued through the 2016 due date of $2,857,504. As a result of these transactions, the RSI Warrants have been fully exercised and are of no further force or effect and the RSI Note has been deemed fully satisfied. The Company recorded a net loss on debt restructure (see statement of operations and comprehensive loss) of approximately $463,000 in connection with the warrant exercise and debt cancellation, attributable to the write-off of unamortized discounts and debt issue costs, and accelerated interest at the date of the agreement. | |||||||||
Convertible Note Payable | |||||||||
On March 21, 2013, the Company issued a non-interest bearing $600,000 note payable to a third party, maturing six months from the origination date, in settlement of a trademark dispute. The note payable is convertible solely at the option of the Company into shares of its common stock. The Company had the option to convert as a whole or in part up to the entire amount outstanding under the note payable into the Company’s common stock at a conversion price equal to the volume weighted average trading price of the Company’s stock for the five trading days immediately prior to the date of conversion notice. During the third quarter of 2013, the Company executed its option to convert in whole the entire amount outstanding under the note payable into the Company’s common stock at $1.96 per share resulting in the issuance of 306,122 shares of common stock of the Company. Therefore, the Company is no longer under any obligation pursuant to the convertible note agreement. | |||||||||
Maturities | |||||||||
Maturities on long-term debt, before discount, of each of the next five years as of December 31, 2013 are as follows: | |||||||||
Years ending December 31: | |||||||||
2014 | $ | 2,333,966 | |||||||
2015 | 2,068,326 | ||||||||
2016 | 741,479 | ||||||||
Total | $ | 5,143,771 | |||||||
Note_9_Commitments_and_Conting
Note 9 - Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||
Note 9—Commitments and Contingencies | |||||||||
Operating Leases | |||||||||
The Company leases certain fixed assets under capital leases that expire through 2016. The Company leases their operating facilities in the U.S. and Sao Paulo, Brazil, under certain noncancelable operating leases that expire through 2017. These leases are renewable at the Company’s option. | |||||||||
Capital Leases | |||||||||
During the first quarter 2012, the Company executed two non-cancelable master lease agreements one with Dell Financial Services and one with HP Financial Services. Both are for the purchase or lease of equipment for the Company’s data centers. Principal and interest are payable monthly at interest rates of ranging from 4.5% to 7.99% per annum, rates varying based on the type of equipment purchased. The capital leases are secured by the leased equipment, and outstanding principal and interest are due respectively in January and March 2015. | |||||||||
A summary of minimum future rental payments required under capital and operating leases as of December 31, 2013 are as follows: | |||||||||
Capital Leases (1) | Operating Leases | ||||||||
2014 | $ | 1,012,737 | $ | 1,067,443 | |||||
2015 | 631,357 | 459,387 | |||||||
2016 | 107,085 | 467,182 | |||||||
2017 | - | 114,981 | |||||||
2018 | - | - | |||||||
Thereafter | - | - | |||||||
Total minimum lease payments | $ | 1,751,179 | $ | 2,108,993 | |||||
Less: Amount representing interest | (109,299 | ) | |||||||
Total present value of minimum payments | $ | 1,641,880 | |||||||
Less: Current portion of such obligations | 928,181 | ||||||||
Long-term capital lease obligations | $ | 713,699 | |||||||
Rent expense for under these leases was approximately $2.2 million and $2.0 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||
Litigation | |||||||||
From time to time, we are party to certain legal proceedings that arise in the ordinary course and are incidental to our business. We operate our business online, which is subject to extensive regulation by federal and state governments. | |||||||||
On February 3, 2014, the San Francisco City Attorney filed a complaint against the Company in the Superior Court of the State of California, County of San Francisco, alleging that the Company engages in unfair business practices with respect to its use of information relating to minors, and particularly with respect to location information and the disclosure of such use. The Company believes the City Attorney’s allegations are without merit and intends to defend against them vigorously. | |||||||||
On March 18, 2014, RecruitME, LLC (“RecruitME”) served a complaint on the Company that it had filed on December 27, 2013 in the United States District Court for the Eastern District of Texas accusing the Company of patent infringement. The Company believes RecruitME’s claims are without merit and intends to defend against them vigorously. | |||||||||
By letter dated October 23, 2012, MeetMoi LLC accused the Company of breach of contract and infringement of trademark. The Company recorded a contingent liability of $1 million for the probable settlement of this matter to accrued expense and other liabilities and charged this expense to general and administrative expenses for the year ended December 31, 2012. In settlement of the matter, on March 21, 2013, the Company paid $400,000 to MeetMoi LLC and issued to MeetMoi LLC a non-interest bearing $600,000 note payable convertible solely at the Company’s option into shares of the Company's common stock. On September 17, 2013, the Company exercised its right to convert the note payable and issued 306,122 shares of the Company’s common stock at $1.96 per share to MeetMoi LLC. | |||||||||
On September 8, 2011, Stacey Caplan, the Company's former employee, filed a complaint with the Equal Employment Opportunity Commission (“EEOC”) alleging sexual discrimination by the Company in the period following her voluntary resignation. The Company denied the allegations. On July 6, 2012, the EEOC found the complaint unfounded and closed its file. On January 28, 2013, Ms. Caplan sued the Company and its then Chief Financial Officer, Michael Matte, in the Florida Circuit Court for Palm Beach County for alleged unlawful discrimination on the basis of sex and tortious interference with contractual relations. On April 17, 2013, the Court dismissed the plaintiff’s tortious interference claims against the Company, and on April 19, 2013, the plaintiff withdrew her claims against Mr. Matte. On March 21, 2014, the parties entered into a settlement agreement to dismiss the suit with prejudice and Ms. Caplan agreed to pay the Company $5,000. Accordingly, on March 24, 2014, the suit was dismissed. | |||||||||
Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods. | |||||||||
Restructuring Costs | |||||||||
During the second quarter of 2013, the Company announced a cost reduction initiative, including a workforce reduction of 15%. In addition, the Company implemented the workforce reduction and initiated further cost reductions by closing certain satellite offices and consolidating real estate facilities. The Company recorded restructuring costs of $2.5 million within operating expense related to the exit costs of non-cancellable leases and workforce reduction costs excluding the impact of stock based compensation expense reversals associated with employee terminations resulting from the restructure. Accrued restructuring expenses were approximately $123,000 and $224,000 at December 31, 2013 and 2012, respectively. The Company paid approximately $1.8 million of the restructuring expenses in severance and related employee exit costs to its former Chief Executive Officer and Chief Financial Officer during 2013. |
Note_10_Stockholders_Equity
Note 10 - Stockholder's Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||
Note 10—Stockholder’s Equity | |||||||||||||||||
Preferred Stock | |||||||||||||||||
The Board of Directors may, without further action by the stockholders, issue a series of Preferred Stock and fix the rights and preferences of those shares, including the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences, the number of shares constituting any series and the designation of such series. | |||||||||||||||||
In November 2011, the Company sold 1,000,000 shares of Series A-1 Preferred Stock (“Series A-1”) to MATT Inc. for $5,000,000. MATT Inc. was an existing stockholder of the Company. The Series A-1 shares are convertible, at MATT Inc.’s option, into 1,479,949 shares of the Company’s common stock, at a purchase price per share of approximately $3.38, and have voting rights on as converted basis. The holders of the Series A-1 do not have any change in control or liquidation preferences. | |||||||||||||||||
Common Stock | |||||||||||||||||
The total number of shares of common stock, $0.001 par value, that the Company is authorized to issue is 100,000,000. | |||||||||||||||||
The Company issued 122,685 and 901,321 shares of common stock in connection with the exercises of stock options during the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, the Company issued 1,002,147 common shares in connections with the exercises of warrants (see Note 11) and 306,122 common shares to MeetMoi as a result of the conversion of the note payable to shares of the Company’s common stock (see Note 8). | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The fair values of share-based payments are estimated on the date of grant using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect over the expected term at the time of grant. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. During 2013 and 2012, the Company continued to use the simplified method to determine the expected option term since the Company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term. | |||||||||||||||||
The Company began granting restricted stock awards (“RSAs”) to its employees in April 2013. The cost of the RSAs is determined using the fair value of the Company’s common stock on the date of grant. Stock-based compensation expense for RSAs is amortized on a straight-line basis over the requisite service period. RSAs generally vest over a three-year period with 33% vesting at the end of one year and the remaining vesting quarterly or annually thereafter. | |||||||||||||||||
The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company use different assumptions, the Company’s stock-based compensation expense could be materially different in the future. | |||||||||||||||||
Stock-based compensation expense includes incremental stock-based compensation expense as follows: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Sales and marketing | $ | 392,020 | $ | 347,555 | |||||||||||||
Product development and content | 1,755,712 | 1,856,622 | |||||||||||||||
General and administrative | 1,610,311 | 1,677,717 | |||||||||||||||
Total stock-based compensation for continuing operations | 3,758,043 | 3,881,894 | |||||||||||||||
Total stock-based compensation for discontinued operations | - | 151,508 | |||||||||||||||
Total stock-based compensation for vesting of options | $ | 3,758,043 | $ | 4,033,402 | |||||||||||||
As of December 31, 2013, there was approximately $3.3 million of total unrecognized compensation cost, which is expected to be recognized over a period of approximately two years. As of December 31, 2013, the Company had approximately $1.9 million of unrecognized stock-based compensation expense related to RSAs, which will be recognized over the remaining weighted-average vesting period of approximately 3 years. | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
2012 Omnibus Incentive Plan | |||||||||||||||||
On June 1, 2012, the stockholders approved the 2012 Omnibus Incentive Plan (the “2012 Plan”), providing for the issuance of up to 5,700,000 shares of common stock, including approximately 2,100,000 shares previously approved by the Company’s stockholders under the Company’s Amended and Restated 2006 Stock Incentive Plan (the “2006 Stock Plan”), less one share of common stock for every one share of common stock that was subject an option or other award granted after December 31, 2011 under the 2006 Stock Plan, plus an additional number of shares of common stock equal to the number of shares previously granted under the 2006 Stock Plan that either terminate, expire, or are forfeited after the December 31, 2011. As of December 31, 2013, there were approximately 6,400,000 shares of common stock available for grant. A summary of stock option activity under the 2012 Plan during the year ended December 31, 2013 is as follows: | |||||||||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 | 187,375 | $ | 2.86 | ||||||||||||||
Granted | 1,167,000 | $ | 1.88 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | (74,333 | ) | $ | 2.5 | |||||||||||||
Outstanding at December 31, 2013 | 1,280,042 | $ | 1.99 | 9.4 | $ | 101,830 | |||||||||||
Exercisable at December 31, 2013 | 190,625 | $ | 2.33 | 8.8 | $ | 23,436 | |||||||||||
The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the year ended December 31, 2013: | |||||||||||||||||
Risk-free interest rate: | 1.25 | % | |||||||||||||||
Expected term (in years): | 5.8 | ||||||||||||||||
Expected dividend yield: | - | ||||||||||||||||
Expected volatility: | 85 | % | |||||||||||||||
Restricted Stock Awards | |||||||||||||||||
The Company granted 1,458,000 Restricted Stock Awards (“RSAs”) during the year ended December 31, 2013. Shares are forfeited if not vested within three years from the date of grant, and vest in three equal annual increments. The Company recorded stock-based compensation expense related to RSAs of approximately $509,000 for the year ended December 31, 2013. A summary of RSA activity under the 2012 Plan during the year ended December 31, 2013 is as follows: | |||||||||||||||||
RSA's | Number of | Weighted- | |||||||||||||||
Stock | Average | ||||||||||||||||
Options | Stock Price | ||||||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||||||
Granted | 1,458,000 | $ | 1.79 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | (96,250 | ) | $ | 1.77 | |||||||||||||
Outstanding at December 31, 2013 | 1,361,750 | $ | 1.79 | ||||||||||||||
Unvested at December 31, 2013 | 1,361,750 | $ | 1.79 | ||||||||||||||
2006 Stock Incentive Plan | |||||||||||||||||
On June 27, 2007, the stockholders approved the 2006 Stock Plan, providing for the issuance of up to 3,700,000 shares of common stock plus an additional number of shares of common stock equal to the number of shares previously granted under the 1998 Stock Option Plan that either terminate, expire, or lapse after the date of the Board of Directors’ approval of the 2006 Plan. | |||||||||||||||||
In 2008, the Company’s Board of Directors and stockholders approved an amendment to the 2006 Plan to authorize the issuance of an additional 2,000,000 shares of common stock. In November 2009, the Company’s Board of Directors approved an amendment to the 2006 Plan to authorize the issuance of an additional 2,000,000 shares of common stock. On June 4, 2010, the Company’s stockholders ratified this amendment to the 2006 Plan. In June 2011 and November 2011, the Company’s Board of Directors and stockholders approved amendments to the 2006 Plan to authorize the issuances of 4,000,000 additional shares of common stock. Pursuant to the terms of the 2006 Plan, eligible individuals could be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, or stock grant awards. | |||||||||||||||||
A summary of stock option activity under the 2006 Stock Plans during the year ended December 31, 2013 is as follows: | |||||||||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 (1) | 8,452,340 | $ | 2.58 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised (2) | (122,685 | ) | $ | 1 | |||||||||||||
Forfeited or expired (3) | (914,604 | ) | $ | 4.55 | |||||||||||||
Outstanding at December 31, 2013 (4) | 7,415,051 | $ | 2.36 | 5.6 | $ | 3,445,390 | |||||||||||
Exercisable at December 31, 2013 | 6,371,372 | $ | 2.11 | 5.2 | $ | 3,445,390 | |||||||||||
-1 | Includes 135,531 outstanding options to purchase common stock at a weighted average exercise price of $3.62 per share being held by consultants. | ||||||||||||||||
-2 | Includes 20,000 outstanding options to purchase common stock at a weighted average exercise price of $1.00 per share being held by consultants. | ||||||||||||||||
-3 | Includes 115,531 options granted to purchase common stock at a weighted average exercise price of $4.08 per share being held by consultants. | ||||||||||||||||
-4 | Includes 71,352 exercisable options to purchase common stock at a weighted average exercise price of $3.64 per share being held by consultants. | ||||||||||||||||
The total intrinsic values of options exercised during the year ended December 31, 2013 and 2012 were approximately $102,000 and $1.8 million, respectively. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model with a risk-free interest rate of 0.80%, expected term of 6.0 years and expected volatility of 82%. | |||||||||||||||||
Non-Plan Options | |||||||||||||||||
The Board of Directors has approved and our stockholders have ratified the issuance of stock options outside of our stock incentive plans. A summary of Non-Plan option activity during the year ended December 31, 2013 is as follows: | |||||||||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 | 443,038 | $ | 1.34 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 443,038 | $ | 1.34 | 5.9 | $ | 217,089 | |||||||||||
Exercisable at December 31, 2013 | 443,038 | $ | 1.34 | 5.9 | $ | 217,089 | |||||||||||
Note_11_Warrant_Transactions
Note 11 - Warrant Transactions | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Warrants [Abstract] | ' | |||||||||||||||||
Warrants [Text Block] | ' | |||||||||||||||||
Note 11—Warrant Transactions | ||||||||||||||||||
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants: | ||||||||||||||||||
Weighted-average | Balance sheet | |||||||||||||||||
Warrants as of | exercise | classification | ||||||||||||||||
December 31, | December 31, | price | December 31, | |||||||||||||||
2013 | 2012 | per share | Expiration | 2013 | 2012 | |||||||||||||
Venture Lending & Leasing VI, Inc. | 255,102 | - | $ | 1.96 | 2/28/24 | Liability | N/A | |||||||||||
Venture Lending & Leasing VII, Inc. | 255,102 | - | 1.96 | 2/28/24 | Liability | N/A | ||||||||||||
Scott, Richard L. Series #2 | - | 500,000 | 2.75 | 3/21/16 | N/A | Equity | ||||||||||||
Scott, Richard L. Series #3 | - | 500,000 | 2.75 | 3/21/16 | N/A | Equity | ||||||||||||
Allen, F. Stephen Series #2 | 500,000 | 500,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
Allen, F. Stephen Series #3 | 500,000 | 500,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
Stearns, Robert | 200,000 | 200,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
MATT Series #1 | 401,486 | 1,000,000 | 2.75 | 9/19/16 | Equity | Equity | ||||||||||||
MATT Series #2 | 1,000,000 | 1,000,000 | 2.75 | 9/19/16 | Equity | Equity | ||||||||||||
All warrants | 3,111,690 | 4,200,000 | ||||||||||||||||
Venture Lending & Leasing VI and VII Inc. | ||||||||||||||||||
In connection with the Term loan that took place in April 2013, the Company issued warrants to the lender with an initial aggregate exercise value of $800,000, which increased by $200,000 with the first tranche and which would increase by $300,000 with the second and third tranche draw down of the loan (See Note 9). Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. | ||||||||||||||||||
The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive loss for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the Term loan. | ||||||||||||||||||
On December 31, 2013, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an decrease in fair value of $77,260, which was recorded in other expense in the accompanying statements of operations and comprehensive loss for the years ended December 31, 2013. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. | ||||||||||||||||||
The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities, and the fair value is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 2 measurement (Note 2). | ||||||||||||||||||
The fair value of the warrants was calculated using the Black-Scholes option-pricing model with the following assumptions as of December 31, 2013: | ||||||||||||||||||
Risk-free interest rate: | 3.04 | % | ||||||||||||||||
Expected term (years): | 10.17 | |||||||||||||||||
Expected dividend yield: | — | |||||||||||||||||
Expected volatility: | 93.15 | % | ||||||||||||||||
Scott, Richard L Series #2 and #3 | ||||||||||||||||||
In March 2006, the Company issued warrants to purchase 1,000,000 shares of common stock each at exercise prices of $4.00, and $7.00 as compensation for certain strategic initiatives. On January 25, 2008, the Company and RSI entered into a Note Purchase Agreement (the “RSI Agreement”). Pursuant to the terms of the RSI Agreement the exercise price of RSI’s outstanding warrants were reduced to $2.75 per share. The warrant re-pricing resulted in a discount on the Note Payable of $263,690, to be amortized over the life of the note, see Note 8. The Series 2 and Series 3 warrants were outstanding at December 31, 2012 and expire in March 2016. The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date and recording any excess as a discount on the note. | ||||||||||||||||||
The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date and recording any excess as a discount on the note. On March 5, 2013, the Company and RSI entered into an agreement pursuant to which RSI exercised its warrants. At December 31, 2013, the RSI Warrants have been fully exercised and are of no further force or effect. | ||||||||||||||||||
The fair value of the modified warrants was calculated using the Black-Scholes option-pricing model with the following assumptions: | ||||||||||||||||||
Risk-free interest rate: | 2.81 | % | ||||||||||||||||
Expected term (years): | 8.15 | |||||||||||||||||
Expected dividend yield: | - | |||||||||||||||||
Expected volatility: | 100.75 | % | ||||||||||||||||
Allen, F. Stephen Series #2 and #3 | ||||||||||||||||||
In March 2006, the Company issued warrants to purchase 1,000,000 shares of common stock each at exercise prices of $4.00, and $7.00 as compensation for certain strategic initiatives. On February 19, 2010, the Company reduced the exercise price of the remaining 1,000,000 outstanding warrants to $3.55 per share. The Series 2 and Series 3 warrants were outstanding at December 31, 2013 and expire in March 2016. The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date. The fair value of the modified warrants was calculated using the Black-Scholes option-pricing model with the following assumptions: | ||||||||||||||||||
Risk-free interest rate: | 3.24 | % | ||||||||||||||||
Expected term (years): | 6.08 | |||||||||||||||||
Expected dividend yield: | — | |||||||||||||||||
Expected volatility: | 94.07 | % | ||||||||||||||||
Stearns, Robert | ||||||||||||||||||
In March 2006, the Company issued warrants to purchase 200,000 shares of common stock at an exercise price of $3.55 per share as compensation to the Company’s then Chief Executive Officer. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to compensation expense. These warrants were still outstanding on December 31, 2013 and expire in March 2016. | ||||||||||||||||||
MATT Series #1 and #2 | ||||||||||||||||||
In October 2006, the Company issued two series of warrants to purchase 1,000,000 shares of common stock each at exercise prices of $12.50 and $15.00 per share to MATT in connection with the issuance of common stock. On January 25, 2008, the Company entered into a Note Purchase Agreement (the “MATT Agreement”) with MATT. Pursuant to the terms of the MATT Agreement the exercise price of MATT’s outstanding warrants was reduced to $2.75 per share. The warrant re-pricing resulted in a discount on the MATT Note of $1,341,692, to be amortized over the life of the MATT Note. These warrants expire in October 2016 and were outstanding as of December 31, 2013. The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date and recording any excess as a discount on the note. No such discount was recorded as the repriced warrants value decreased. On March 5, 2013, MATT exercised warrants to purchase 2,147 shares of common stock using the amount by which the outstanding principal and accrued interest under the MATT Note exceeded the amount of the Receivable (See Note 7). MATT agreed to exercise or forfeit the MATT warrants with an aggregate exercise price of $2,000,000 over an eleven-month period beginning in March 2013. For the year ended December 31, 2013 400,002 warrants were forfeited. At December 31, 2013, MATT Warrants totaling 1,597,851 were outstanding. | ||||||||||||||||||
The fair value of the modified warrants was calculated using the Black-Scholes option-pricing model with the following assumptions: | ||||||||||||||||||
Risk-free interest rate: | 2.81 | % | ||||||||||||||||
Expected term (years): | 8.73 | |||||||||||||||||
Expected dividend yield: | - | |||||||||||||||||
Expected volatility: | 100.75 | % | ||||||||||||||||
A summary of warrant activity for the year ended December 31, 2013 is as follows: | ||||||||||||||||||
Warrants | Number of | Weighted- | ||||||||||||||||
Warrants | Average | |||||||||||||||||
Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2012 | 4,200,000 | $ | 2.98 | |||||||||||||||
Granted | 510,204 | $ | 1.96 | |||||||||||||||
Exercised | (1,002,147 | ) | $ | 2.75 | ||||||||||||||
Forfeited or expired | (596,367 | ) | $ | 2.75 | ||||||||||||||
Outstanding at December 31, 2013 | 3,111,690 | $ | 2.61 | |||||||||||||||
Exercisable at December 31, 2013 | 3,111,690 | $ | 2.61 | |||||||||||||||
Note_12_Income_Taxes
Note 12 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
Note 12—Income Taxes | |||||||||
The Company provides for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | |||||||||
For the years ended December 31, 2013 and 2012, the Company did not record a current or deferred income tax expense or benefit. | |||||||||
The Company's loss before taxes was $10,898,325 and $10,308,338 for the years ended December 31, 2013 and 2012, respectively, and was primarily generated in the U.S. | |||||||||
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's deferred tax assets are comprised of the following: | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net operating loss | $ | 48,280,000 | $ | 50,515,000 | |||||
Property and equipment | (1,525,000 | ) | (2,447,000 | ) | |||||
Stock options and warrants | 9,738,000 | 7,960,000 | |||||||
Other | 1,151,000 | 1,269,000 | |||||||
Total deferred tax assets | 57,644,000 | 57,297,000 | |||||||
Valuation allowance | (57,644,000 | ) | (57,297,000 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2013 and 2012. | |||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate of 34% to income taxes as reflected in the financial statements is as follows: | |||||||||
2013 | 2012 | ||||||||
U.S. federal income tax at statutory rate | $ | (3,689,000 | ) | $ | (3,505,000 | ) | |||
Nondeductible expenses | 54,000 | 69,000 | |||||||
Exercise and forfeitures of stock based compensation | - | (383,000 | ) | ||||||
Change in valuation allowance | 3,708,000 | 2,869,000 | |||||||
State tax benefit, net of federal provision (benefit) | 2,000 | (428,000 | ) | ||||||
Foreign subsidiary loss | (22,000 | ) | 673,000 | ||||||
Adjustment for business combinations | - | 704,000 | |||||||
Other | (53,000 | ) | 1,000 | ||||||
Income Tax Expense | $ | - | $ | - | |||||
As of December 31, 2013 and 2012, the Company had U.S. federal net operating loss carryforwards of $136 million and $131 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2033. | |||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2013 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statements of operations and comprehensive income (loss). | |||||||||
The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2010 through December 31, 2013. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. |
Note_13_Transactions_with_Affi
Note 13 - Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 13—Transactions with Affiliates | |
Alonso Ancira serves on the Company’s Board of Directors as a non-employee director. Mr. Ancira also serves on the Board of Directors of Mexicans & Americans Thinking Together Foundation, Inc. (the "Organization"), is the Chairman of the Board of Directors of MATT Inc., a principal stockholder of the Company and is the Chairman of the Board of Directors of AHMSA, which owns MATT Inc. The Company has participated in several significant transactions with MATT Inc., the Organization and AHMSA. See Note 8 – Notes and Loans Payable, Note 10 – Stockholder’s Equity, and Note 11 – Warrants. | |
The Company earned $6.0 million of Social Theater revenue for the year ended December 31, 2012 from MATT. The Company did not have Social Theater revenue for the year ended December 31, 2013 from MATT or its parent company, AHMSA. At December 31, 2013 and 2012, approximately $0 and $6.0 million, respectively of the Company’s combined accounts receivable were from AHMSA and MATT. John Abbott, the Company's former Chief Executive Officer and Chairman of the Board, has been a financial advisor to AHMSA. In connection with providing these services, AHMSA has been paying Mr. Abbott $30,000 per month. |
Note_14_Subsequent_Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 14—Subsequent Events | |
On March 10, 2014, Venture Lending and Leasing VI and VII exercised 168,366 warrants with an exercise price of $1.96 per share. The warrants were net settled resulting in the Company issuing 89,230 shares of common stock. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Accounting Policies [Abstract] | ' | ||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||
Principles of Consolidation | |||||||
The consolidated financial statements include the accounts of MeetMe and its wholly-owned subsidiaries, Quepasa.com de Mexico, Quepasa Serviços em Solucoes de Publicidade E Tecnologia Ltda (inactive) and MeetMe Online S/S Ltda (formerly Quepasa Games S/S Ltda from March 2, 2011). All intercompany accounts and transactions have been eliminated in consolidation. On June 30, 2012 the Company discontinued its game development and creation of intellectual properties business. Accordingly, games operations have been classified as discontinued operations for all periods presented. | |||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||
Use of Estimates | |||||||
The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires the Company 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition, the allowance on accounts receivables, the fair value of financial instruments, the valuation of long-lived and indefinite-lived assets, and valuation of deferred tax assets, income taxes, contingencies and stock-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. The Company’s estimates often are based on complex judgments, probabilities and assumptions that they believe to be reasonable but that are inherently uncertain and unpredictable. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable. | |||||||
The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause them to change those estimates and assumptions. Market conditions, such as illiquid credit markets, volatile equity markets, dramatic fluctuations in foreign currency rates and economic downturn, can increase the uncertainty already inherent in their estimates and assumptions. The Company adjusts their estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in their consolidated financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts. The Company is also subject to other risks and uncertainties that may cause actual results to differ from estimated amounts, such as changes in competition, litigation, legislation and regulations. | |||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||
Revenue Recognition | |||||||
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue in accordance with ASC 605, “Revenue Recognition,” and ASC 605-45 “Principal Agent Considerations.” | |||||||
During the years ended December 31, 2013 and 2012, the Company had transactions with several partners that qualify for principal agent considerations. The Company recognizes revenue net of amounts retained by third party entities, pursuant to revenue sharing agreements with advertising networks for advertising and with other partners for royalties on product sales. | |||||||
During the years ended December 31, 2013 and 2012, the Company’s revenue was generated from three principal sources: revenue earned from the sales of advertising on the Company’s website and mobile applications and virtual currency products. | |||||||
Advertising Revenue | |||||||
Advertising and custom sponsorship revenues consist primarily of advertising fees earned from the display of advertisements and click-throughs on text based links on the Company’s website and mobile applications. Revenue from online advertising is recognized as impressions are delivered. An impression is delivered when an advertisement appears on pages viewed by members of the Company’s website and mobile applications. Revenue from the display of click-throughs on text based links is recognized as click-throughs occur. The Company recognizes advertising revenue from customers that are advertising networks on a net basis, while advertising revenues earned directly from advertisers are recognized on a gross basis. Approximately 69% and 56% of the Company’s revenue came from advertising during the years ended December 31, 2013 and 2012, respectively. | |||||||
Virtual Currency Products | |||||||
Revenue is earned from virtual currency monetization products sold to our website and mobile application users. The Company offers Credits and “Lunch Money” as virtual currency to our platform users. Users buy Lunch Money and credits to purchase the Company’s virtual products which put them in the spotlight, helping to get more attention from the community and thereby meet more people faster on our platform. These virtual products are consumed immediately. Credits can be purchased using PayPal on the website and iTunes and Google checkout via mobile applications. Platform users do not own the Credits but have a limited right to use the credits on virtual products offered for sale on the Company’s platform. Credits are non-refundable, the Company may change the purchase price of Credits at any time, and the Company reserves the right to stop issuing Credits in the future. The Company’s virtual currencies are not transferable, cannot be sold or exchanged outside our platform, are not redeemable for any sum of money, and can only be used for virtual products sold on the Company’ platform. Lunch Money is purchased by users and used and recorded as revenue immediately. Virtual Currency is recorded in deferred revenue when purchased and recognized as revenue when: (i) the credits are used by the customer; or (ii) the Company determines the likelihood of the credits being redeemed by the customer is remote (breakage) and there is not a legal obligation to remit the unredeemed credits to the relevant jurisdiction. The determination of the virtual currency breakage rate is based upon Company-specific historical redemption patterns. Virtual currency breakage is recognized in revenue as the credits are used on a pro rata basis over a three month period (life of the user) beginning at the date of the virtual currency sale and is included in revenue in the consolidated statement of operations and comprehensive loss. Breakage recognized during the years ended December 31, 2013 and 2012 was $625,000 and $0, respectively. For “VIP” and other subscriptions based products, the Company recognizes revenue over the term of the subscription. | |||||||
The Company also earns revenue from advertisement products from currency engagement actions (i.e. sponsored engagement advertisements) by users on all of the Company’ platforms, including cost-per-action (CPA) currency incented promotions and sales on our proprietary cross-platform currency monetization product, “Social Theater.” The Company controls and develops the Social Theater product and CPA promotions and acts as a principal in these transactions and recognizes the related revenue on a gross basis when collections are reasonably assured and upon delivery of the virtual currency to the users’ account. When a user performs an action, the user earns virtual currency and the Company earns product revenue from the advertiser. | |||||||
Social Theater is a product that allows the Company to offer advertisers a way to leverage the Facebook platform through guaranteed actions by Facebook’s user base. Social Theater is also hosted on the Company’s platform. Typical guaranteed actions available to advertisers are video views, fan page growth, quizzes and surveys. Social Theater revenue is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonable assured, and the service has been rendered. The Social Theater prices are both fixed and determinable based on the contract with the advertiser. The user completes an action and the electronic record of the transaction triggers the revenue recognition. The collection of the Social Theater revenue is reasonably assured by contractual obligation and historical payment performance. The delivery of virtual currency from the hosting platform to a user evidences the completion of the action required by the customer that the service has been rendered for Social Theater revenue recognition. | |||||||
Beanstock Media Inc. | |||||||
On September 25, 2013, the Company entered into a Media Publisher Agreement with Beanstock Media, Inc., a Delaware corporation (“Beanstock”) (the “Agreement”). The Agreement is effective from September 23, 2013 through December 31, 2015 (the “Term”), unless earlier terminated. | |||||||
Pursuant to the Agreement, Beanstock has the exclusive right and obligation to fill all of the Company’s remnant desktop in-page display advertising inventory on www.meetme.com (the “Site”), excluding, (i) any inventory sold to a third party under an insertion order that is campaign or advertiser specific, (ii) any inventory the Company reserves in existing and future agreements with third parties for barter transactions and as additional consideration as part of larger business development transactions, and (iii) any inventory reserved for premium advertising for the Site. The Company may also continue to place inventory outside of the Agreement in direct sales. | |||||||
Beanstock will pay for all advertising requests that the Company delivers, whether or not Beanstock fills the advertising request. For the United States, Beanstock will pay the Company specified CPM rates plus a percentage of revenue in excess of those rates; for the rest of the world, Beanstock will pay the Company 90% of its net ad revenue for the Site. | |||||||
The Company may terminate the Agreement at any time without charge or penalty by providing written notice to Beanstock. Either party may terminate the Agreement if the other party is in material breach of its obligations and does not cure such breach, or if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such party or its business. For the year ended December 31, 2013, the Company recognized approximately $3,800,000 in revenue under the terms of the agreement. | |||||||
Pinsight Media | |||||||
On October 31, 2013, the Company entered into an Advertising Agreement with Pinsight Media+, Inc. (“Pinsight”) (the “Agreement”). The Agreement is effective from October 31, 2013 through December 31, 2014, unless earlier terminated. | |||||||
Pinsight will pay for all ad requests that the Company delivers, whether or not Pinsight fills them. Pinsight will pay specified CPM rates depending on the type of advertising; provided, however, that if more than a stated percentage of all page views on the App originate outside of the United States, then Pinsight will remit to the Company a percentage of gross revenue relating to international advertising impressions in excess of such amount. The stated CPM rates for certain advertising are subject to renegotiation under certain conditions; in such case, if the parties do not agree on a modified rate, then such advertising will be excluded from the Agreement. | |||||||
On January 30, 2014, the Company and Pinsight entered into an amendment (the “Amendment”) to their Agreement dated October 31, 2013 (collectively with the Amendment, the “Pinsight Agreement”). The Pinsight Agreement is effective from October 31, 2013 through December 31, 2014, unless earlier terminated. | |||||||
Pursuant to the Pinsight Agreement, Pinsight has the right and obligation to fill all of the Company’s advertising inventory on its MeetMe mobile app for iOS and Android (the “App”). The Pinsight Agreement does not apply to other mobile apps or virtual currency features on the App, including without limitation offer wall features and the Company’s Social Theater business. The Pinsight Agreement contemplates that the Company will make certain specified changes to its existing ad logic on the App. If the Company wishes to increase the number, type, frequency or scope of impressions on the App (“Additional Inventory”), it must first notify Pinsight and upon Pinsight’s written consent, said Additional Inventory will become subject to the Agreement. | |||||||
Pinsight will comply with the Company’s advertising editorial guidelines as in effect from time to time. | |||||||
The Company may terminate the Pinsight Agreement upon written notice if (i) Pinsight fails to pay any undisputed amount in a timely fashion, or (ii) in the Company’s sole discretion, Pinsight’s software development kit and those of its performance partners and the placement and running of advertising on the App causes a diminution in the App user experience. Either party may terminate the Pinsight Agreement upon written notice (a) for the other party’s violation of confidentiality provisions, (b) if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such other party or its business, or (c) for Cause. In the event of a termination for Cause, the terminating party will be entitled to liquidated damages. “Cause” means (i) the other party’s material breach if the breaching party does not cure said breach to the reasonable satisfaction of the non-breaching party within thirty days (or, if the breach cannot reasonably be cured within thirty days, does not commence a cure thereof to the reasonable satisfaction of the non-breaching party), (ii) the other party’s willful failure to perform under the Pinsight Agreement, including without limitation with respect to the payment for advertising, (iii) the other party communicates its intention (verbally or in writing) to discontinue performance hereunder (whether or not said party actually discontinues performance hereunder), unless, after inquiry by the first party, a Vice President (or his designee) of said other party affirms in writing within one business day that said party intends to continue performing hereunder, (iv) the other party attempts to terminate the Agreement for convenience or for a reason not specifically set forth in the Agreement, or (v) the other party ceases to do business or notifies the other party of its intention to cease doing business prior to the end of the term hereof. For the year ended December 31, 2013, the Company recognized approximately $695,000 in revenue under the terms of the agreement. | |||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||
Cash and Cash Equivalents | |||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash and cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. | |||||||
Receivables, Policy [Policy Text Block] | ' | ||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||
The Company extends credit on a non-collateralized basis primarily to United States (“U.S.”) and international customers. The Company extends credit to customers in the normal course of business and maintains an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. The Company prepares an analysis of its ability to collect outstanding receivables that provides a basis for an allowance estimate for doubtful accounts. | |||||||
Based on this evaluation, the Company maintains an allowance for potential credit losses and for potential discounts based on historical experience and other information available to management. Discounts historically represent less than 1% of the related revenues. The fees associated with display advertising are often based on “impressions,” which are created when the ad is viewed. The amount of impressions often differs between non-standardized tracking systems, resulting in discounts on some payments. Difference between ad serving platforms with respect to impressions is primarily due to lag time between serving of advertising and other technical differences. | |||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | ' | ||||||
Goodwill | |||||||
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is not amortized; however, it is assessed for impairment at least annually and as triggering events or indicators of potential impairment occur. The Company performs its annual impairment test in the fourth quarter of the calendar year. The Company evaluates the recoverability of goodwill by estimating the fair value of the reporting unit to which the goodwill relates. If the fair value of the reporting unit is less than the carrying value of the net assets and related goodwill, the Company performs a second step for that reporting unit to determine the amount of impairment loss, if any. Impairment losses, limited to the carrying value of goodwill, represent the excess of the carrying amount of a reporting unit’s goodwill over its implied fair value. In addition to the guidance indicated above, a qualitative assessment is permitted, whereby companies may assess all relevant events and circumstances to determine if it is “more likely than not” (meaning a likelihood of more than 50%) that the fair value of the reporting units goodwill is less than the carrying amount. If there is a more likely than not assessment, companies would need to perform the two-step process. | |||||||
Estimates and assumptions used to perform the impairment testing are inherently uncertain and can significantly affect the outcome of the impairment test. Changes in operating results and other assumptions could materially affect these estimates. | |||||||
For the year ended December 31, 2013, the Company determined that no impairment charge was necessary. During the year ended December 31, 2012, the Company recorded approximately $2.3 million goodwill impairment charges related to the discontinuance of Quepasa Games operations. Impairment charges for Quepasa Games are included in discontinued operations for the year ended December 31, 2012. | |||||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | ' | ||||||
Intangible Assets | |||||||
Intangible assets consist of acquired trademarks, domain names, advertising customer relationships and mobile applications recorded at fair value. Amortization is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||||
(years) | |||||||
Trademarks | 5 | ||||||
Domain names | 5 | ||||||
Mobile Applications, purchased and internally developed | 5 | ||||||
Advertising customer relationships | 3 | ||||||
Advertising customer relationships are amortized using the straight-line method over the term of the average contract term. | |||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||
Property and Equipment | |||||||
Property and equipment is stated at cost less accumulated depreciation and amortization. The cost of improvements that extend the life of property and equipment are capitalized. All ordinary repair and maintenance costs are expensed as incurred. When capitalized assets are retired or sold, the cost and related accumulated depreciation or amortization is removed from the accounts, with any gain or loss reflected in operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||||
(years) | |||||||
Software | 2 | to | 3 | ||||
Servers and computer equipment | 3 | to | 5 | ||||
Office furniture and equipment | 5 | to | 10 | ||||
Leasehold improvements are amortized using the straight-line method over the term of the individual lease. | |||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||
Long-Lived Assets and Intangibles with Finite Lives | |||||||
Property and equipment and amortizable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an analysis is necessitated by the occurrence of a triggering event, the Company compares the carrying amount of the asset with the estimated future undiscounted cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset with its estimated fair value. Such analyses necessarily involve significant judgments and estimations on the part of the Company. For the years ended December 31, 2013 and 2012, the Company determined that no impairment charge was necessary. | |||||||
Lease, Policy [Policy Text Block] | ' | ||||||
Lease Accounting | |||||||
The Company accounts for operating lease transactions by recording rent expense on a straight-line basis over the expected life of the lease, commencing on the date it gains possession of leased property. The Company includes tenant improvement allowances and rent holidays received from landlords and the effect of any rent escalation clauses as adjustments to straight-line rent expense over the expected life of the lease. | |||||||
Capital lease transactions are reflected as a liability at the inception of the lease based on the present value of the minimum lease payments or, if lower, the fair value of the property. Assets under capital leases are recorded in Property and Equipment, net on the consolidated balance sheets and depreciated in a manner similar to other Property and Equipment. | |||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||
Fair Value Measurements | |||||||
The fair values of the Company’s financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). | |||||||
The Company’s financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and deferred revenue. The carrying amounts approximate fair value due to their short maturities. Amounts recorded for subordinated notes payable, net of discount, and loans payable also approximate fair value because current interest rates available to the Company for debt with similar terms and maturities are substantially the same. Certain common stock warrants are carried at fair value as disclosed below. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | |||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||
Foreign Currency | |||||||
The functional currency of our foreign subsidiaries is the local currency. The financial statements of these subsidiaries are translated to U.S. dollars using period-end rates of exchange for assets and liabilities and average quarterly rates of exchange for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income (expense). | |||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||
Net Loss per Share | |||||||
Basic earnings or losses per share are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings or loss per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and common stock equivalents outstanding, calculated on the treasury stock method for options and warrants using the average market prices during the period. | |||||||
As the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of diluted loss per share since the effect of including them is anti-dilutive. | |||||||
The following table summarizes the number of dilutive securities, which may dilute future earnings per share, outstanding for each of the periods presented, but not included in the calculation of diluted loss per share: | |||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||
Significant Customers and Concentration of Credit Risk | |||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company invests their excess cash in high-quality, liquid money market instruments maintained by major U.S. banks and financial institutions. The Company has not experienced any losses on their cash equivalents. | |||||||
The Company performs ongoing credit evaluations of their customers and generally do not require collateral. The Company has no history of significant losses from uncollectible accounts. During the years December 31, 2013 and 2012, one non-affiliate customer, an advertising aggregator, comprised approximately 22% and 25% of total revenues, respectively. For the years ended December, 2013 and 2012 an affiliate customer, a principal shareholder of the Company, MATT and its parent company, comprised 0% and 13%, respectively, of total revenues. Three customers comprised 37% and 58% of total accounts receivable as of December 31, 2013 and 2012, respectively. | |||||||
The Company does not expect their current or future credit risk exposures to have a significant impact on their operations. However, there can be no assurance that the Company’s business will not experience any adverse impact from credit risk in the future. | |||||||
Discontinued Operations, Policy [Policy Text Block] | ' | ||||||
Discontinued Operations from Quepasa Games | |||||||
On June 30, 2012, the Company discontinued its games development and hosting operations. Accordingly, games operations have been classified as discontinued operations for all periods presented. Game revenue was recognized when persuasive evidence of an arrangement exists, the sales price was fixed or determinable, collectability was reasonable assured, and the service was rendered. For the purpose of determining when the service had been provided to the player, we determined an implied obligation existed to the paying player to continue displaying the purchased virtual items within the online game of a paying player over their estimated life. | |||||||
The virtual goods were categorized as either consumable or durable. Consumable goods represent goods that are consumed immediately by a specific player action and have no residual value. Revenue from consumable goods was recognized at the time of sale. Durable goods add to the player’s game environment over the playing period. Durable items, that otherwise do not have a limitation on repeated use, were recorded as deferred revenue at time of sale and recognized as revenue ratably over the estimated average playing period of a paying player. For these items, the Company considered the average playing period that the paying players typically play the game, to be 18 months. If we did not have the ability to differentiate revenue attributable to durable virtual goods from the consumable virtual goods for the specific game, we recognized revenue on the sale of the virtual goods for the game ratably over the estimated average playing period that paying players typically play the game. Any adjustments arising from changes in the average playing period would have been applied prospectively on the basis that such changes are caused by new information indicating a change in the game player behavior patterns. As the Company controlled the game process and acted as a principal in the transaction, revenue for internally developed games was recognized on a gross basis from sales proceeds reported by pay aggregators which were net of payment rejections, charge-backs and reversals. | |||||||
Games expenses represented the direct expenses for hosting, marketing, site fees, reporting and foreign taxes. Games product development and content expenses included salaries, benefits, and share-based compensation for our employees, utility charges, and production office costs, were charged to discontinuing operations as incurred. Game exit costs included severance costs of terminated employees and exit costs of office closure expenses and were charged to discontinuing operations as incurred. | |||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||
Income Taxes | |||||||
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. | |||||||
The Company records deferred tax assets to the extent it believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would not be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would increase the provision for income taxes. | |||||||
The Company’s income tax returns are periodically audited by U.S. federal, state and local and foreign tax authorities. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple tax years are subject to audit by the various tax authorities. In evaluating the tax benefits associated with the Company’s various tax filing positions, the Company records a tax benefit for uncertain tax positions using the highest cumulative tax benefit that is more likely than not to be realized. A number of years may elapse before a particular matter, for which a liability has been established, is audited and effectively settled. The Company adjusts its liability for unrecognized tax benefits in the period in which it determines the issue is effectively settled with the tax authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available. | |||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||
Derivatives | |||||||
All derivatives held by the Company are recognized in the consolidated balance sheets at fair value. The Company issued warrants on its own common stock in conjunction with the term loan discussed in Note 8. These warrants meet the definition of a derivative and are reflected as a warrant liability at fair value in the consolidated balance sheets. | |||||||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | ||||||
Product Development and Content Costs | |||||||
Product development and content costs, including costs incurred in the classification and organization of listings within our websites, salaries, benefits, and stock-based compensation, utility charges, occupancy and support for our offsite technology infrastructure, bandwidth and content delivery fees, and internet development and maintenance costs, are charged to expense as incurred. | |||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||
Stock-Based Compensation | |||||||
The fair value of share-based payments are estimated on the date of grant using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the Securities and Exchange Commission Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. | |||||||
Comprehensive Income, Policy [Policy Text Block] | ' | ||||||
Comprehensive Loss | |||||||
Comprehensive loss includes all changes in stockholders’ equity during a period from non-owner sources. Comprehensive loss consists of foreign currency translation adjustments which are added to net loss to compute total comprehensive loss. | |||||||
Commitments and Contingencies, Policy [Policy Text Block] | ' | ||||||
Contingencies | |||||||
The Company accrues for contingent obligations, including legal costs and restructuring costs, when the obligation is probable and the amount can be reasonably estimated. As facts concerning contingencies become known the Company reassess their position and make appropriate adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available. | |||||||
Segment Reporting, Policy [Policy Text Block] | ' | ||||||
Segment Reporting | |||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All long-lived assets of the Company reside in the U.S. | |||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||
Reclassifications | |||||||
Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period’s presentation. | |||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||
Recent Issued Accounting Standards | |||||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income (loss) is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income (loss) if the amount reclassified is required under GAAP to be reclassified to net income (loss) in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income (loss), an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard was effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. The Company adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive loss as such transactions arise. ASU 2013-02 affects financial statement presentation only and has no impact on the Company’s results of operations or consolidated financial statements. |
Note_1_Description_of_Business1
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ' | ||||||||||||||||
Allowance for Credit Losses on Financing Receivables [Table Text Block] | ' | ||||||||||||||||
Balance at Beginning of Period | Additions, Costs and Expenses | Deductions, | Balance at End | ||||||||||||||
Write-offs | of Period | ||||||||||||||||
Allowance For Doubtful Accounts: | |||||||||||||||||
Year Ended December 31, 2012 | $ | 270,210 | $ | 276,790 | $ | - | $ | 547,000 | |||||||||
Year Ended December 31, 2013 | $ | 547,000 | $ | - | $ | 52,000 | $ | 495,000 | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Stock options | 9,138,131 | 9,082,753 | |||||||||||||||
Unvested restricted stock awards | 1,361,750 | - | |||||||||||||||
Warrants | 3,111,690 | 4,200,000 | |||||||||||||||
Convertible preferred stock | 1,479,949 | 1,479,949 | |||||||||||||||
Totals | 15,091,520 | 14,762,702 | |||||||||||||||
Finite-Lived Intangible Assets [Member] | ' | ||||||||||||||||
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Estimated Useful Lives [Table Text Block] | ' | ||||||||||||||||
(years) | |||||||||||||||||
Trademarks | 5 | ||||||||||||||||
Domain names | 5 | ||||||||||||||||
Mobile Applications, purchased and internally developed | 5 | ||||||||||||||||
Advertising customer relationships | 3 | ||||||||||||||||
Property, Plant and Equipment [Member] | ' | ||||||||||||||||
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Estimated Useful Lives [Table Text Block] | ' | ||||||||||||||||
(years) | |||||||||||||||||
Software | 2 | to | 3 | ||||||||||||||
Servers and computer equipment | 3 | to | 5 | ||||||||||||||
Office furniture and equipment | 5 | to | 10 |
Note_2_Fair_Value_Measurements1
Note 2 - Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total | ||||||||||||||
Active Markets | Observable Inputs | Unobservable | |||||||||||||||
for Identical | (Level 2) | Inputs (Level 3) | |||||||||||||||
Items | |||||||||||||||||
(Level 1) | |||||||||||||||||
31-Dec-13 | |||||||||||||||||
Assets | |||||||||||||||||
Money market | $ | 3,206,079 | $ | — | $ | — | $ | 3,206,079 | |||||||||
Total assets | $ | 3,206,079 | $ | — | $ | — | $ | 3,206,079 | |||||||||
Liabilities | |||||||||||||||||
Warrants to purchase common stock | $ | — | $ | 819,930 | $ | — | 819,930 | ||||||||||
Total liabilities | $ | — | $ | 819,930 | $ | — | 819,930 | ||||||||||
31-Dec-12 | |||||||||||||||||
Assets | |||||||||||||||||
Money market | $ | 2,497,053 | $ | — | $ | — | $ | 2,497,053 | |||||||||
Total assets | $ | 2,497,053 | $ | — | $ | — | $ | 2,497,053 | |||||||||
Total liabilities | $ | — | $ | — | $ | — | — | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||
Convertible | |||||||||||||||||
Common | |||||||||||||||||
Stock Warrant | |||||||||||||||||
Liability | |||||||||||||||||
Balance as of December 31, 2012 | $ | — | |||||||||||||||
Amounts acquired or issued | 897,190 | ||||||||||||||||
Changes in estimated fair value | (77,260 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 819,930 | |||||||||||||||
Fair Value Measurements, Nonrecurring [Table Text Block] | ' | ||||||||||||||||
Quoted Prices in | Significant Other | Significant | Total Expense for the Year Ended December 31, 2012 | ||||||||||||||
Active Markets | Observable Inputs | Unobservable Inputs | |||||||||||||||
for Identical Assets | (Level 2) | (Level 3) | |||||||||||||||
(Level 1) | |||||||||||||||||
Assets: | |||||||||||||||||
Goodwill | — | — | $ | 70,646,036 | $ | 2,288,776 | |||||||||||
Total | $ | — | $ | — | $ | 70,646,036 | $ | 2,288,776 |
Note_3_Discontinued_Operations1
Note 3 - Discontinued Operations - Quepasa Games (Tables) (Income Statement Disclosure [Member]) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Statement Disclosure [Member] | ' | ||||
Note 3 - Discontinued Operations - Quepasa Games (Tables) [Line Items] | ' | ||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||
2012 | |||||
Games Revenues | $ | 840,190 | |||
Games Expenses | 1,032,366 | ||||
Product development and content | 552,563 | ||||
Depreciation and amortization | 16,102 | ||||
Exit costs | 431,418 | ||||
Loss on disposable of assets | 48,084 | ||||
Stock-based compensation | 151,508 | ||||
Loss on impairment of goodwill | 2,288,776 | ||||
Total | 4,520,817 | ||||
Loss from discontinued operations attributable to Quepasa Games | $ | (3,680,627 | ) |
Note_4_Goodwill_Tables
Note 4 - Goodwill (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
Balance at January 1 | $ | 70,646,036 | $ | 72,934,812 | |||||
Goodwill acquired during the period | — | — | |||||||
Impairment charges during the period | — | 2,288,776 | |||||||
Balance at December 31 | $ | 70,646,036 | $ | 70,646,036 |
Note_5_Intangible_Assets_Table
Note 5 - Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Trademarks and domains names | $ | 6,124,994 | $ | 6,124,994 | |||||
Advertising customer relationships | 1,165,000 | 1,165,000 | |||||||
Mobile applications | 1,725,000 | 1,725,000 | |||||||
9,014,994 | 9,014,994 | ||||||||
Less accumulated amortization | (4,227,053 | ) | (2,268,721 | ) | |||||
Intangible assets—net | $ | 4,787,941 | $ | 6,746,273 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||
Years ending December 31: | |||||||||
2014 | $ | 1,893,610 | |||||||
2015 | 1,569,999 | ||||||||
2016 | 1,324,332 | ||||||||
Total | $ | 4,787,941 |
Note_6_Property_and_Equipment_
Note 6 - Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Servers, computer equipment and software | $ | 7,308,536 | $ | 6,805,099 | |||||
Office furniture and equipment | 152,064 | 143,037 | |||||||
Leasehold Improvements | 373,399 | 367,437 | |||||||
7,833,999 | 7,315,573 | ||||||||
Less accumulated depreciation/amortization | (4,962,199 | ) | (2,542,941 | ) | |||||
Property and equipment—net | $ | 2,871,800 | $ | 4,772,632 |
Note_7_Accrued_Expenses_and_Ot1
Note 7 - Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Accrued expenses | $ | 1,539,269 | $ | 1,644,199 | |||||
Accrued bonuses | 1,108,000 | 881,269 | |||||||
Accrued employee benefits | 492,496 | 463,323 | |||||||
Accrued restructuring costs | 122,562 | 224,324 | |||||||
Accrued expenses and other liabilities | $ | 3,262,327 | $ | 3,213,115 |
Note_8_Long_Term_Debt_Tables
Note 8 - Long Term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Note 8 - Long Term Debt (Tables) [Line Items] | ' | ||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | ' | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Senior Loans Payable: | |||||||||
Term Loan | $ | 4,663,018 | $ | - | |||||
LSA2 Loan | - | 125,679 | |||||||
S2LSA Loan | - | 496,381 | |||||||
LSA2 Loan | 480,753 | 1,762,061 | |||||||
Less: unamortized discount | (706,963 | ) | - | ||||||
4,436,808 | 2,384,121 | ||||||||
Subordinated Notes Payable: | |||||||||
MATT Note payable | - | 5,000,000 | |||||||
RSI Note payable | - | 2,000,000 | |||||||
Add: Accrued interest | - | 1,686,973 | |||||||
Less: unamortized discounts | - | (1,069,168 | ) | ||||||
- | 7,617,805 | ||||||||
Total long-term debt, net | 4,436,808 | 10,001,926 | |||||||
Less current portion | 2,333,966 | 1,903,368 | |||||||
Total long-term debt, less current portion, net | $ | 2,102,842 | $ | 8,098,558 | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | ||||||||
Years ending December 31: | |||||||||
2014 | $ | 2,333,966 | |||||||
2015 | 2,068,326 | ||||||||
2016 | 741,479 | ||||||||
Total | $ | 5,143,771 | |||||||
MATT Inc [Member] | ' | ||||||||
Note 8 - Long Term Debt (Tables) [Line Items] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
Notes Payable, face amount | $ | 5,000,000 | |||||||
Discounts on Notes: | |||||||||
Revaluation of Warrants | (1,341,692 | ) | |||||||
Termination of Jet Rights | (878,942 | ) | |||||||
Accumulated Amortization | 1,255,596 | ||||||||
Total Discounts | (965,038 | ) | |||||||
Accrued Interest | 1,204,980 | ||||||||
MATT Note Payable, net | $ | 5,239,942 | |||||||
RSI Note [Member] | ' | ||||||||
Note 8 - Long Term Debt (Tables) [Line Items] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
Notes Payable, face amount | $ | 2,000,000 | |||||||
Discounts on Notes: | |||||||||
Revaluation of Warrants | (263,690 | ) | |||||||
Accumulated Amortization | 159,560 | ||||||||
Total Discounts | (104,130 | ) | |||||||
Accrued Interest | 481,993 | ||||||||
RSI Notes Payable, net | $ | 2,377,863 |
Note_9_Commitments_and_Conting1
Note 9 - Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Schedule of Future Minimum Rental Payments for Capital and Operating Leases [Table Text Block] | ' | ||||||||
Capital Leases (1) | Operating Leases | ||||||||
2014 | $ | 1,012,737 | $ | 1,067,443 | |||||
2015 | 631,357 | 459,387 | |||||||
2016 | 107,085 | 467,182 | |||||||
2017 | - | 114,981 | |||||||
2018 | - | - | |||||||
Thereafter | - | - | |||||||
Total minimum lease payments | $ | 1,751,179 | $ | 2,108,993 | |||||
Less: Amount representing interest | (109,299 | ) | |||||||
Total present value of minimum payments | $ | 1,641,880 | |||||||
Less: Current portion of such obligations | 928,181 | ||||||||
Long-term capital lease obligations | $ | 713,699 |
Note_10_Stockholders_Equity_Ta
Note 10 - Stockholder's Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Sales and marketing | $ | 392,020 | $ | 347,555 | |||||||||||||
Product development and content | 1,755,712 | 1,856,622 | |||||||||||||||
General and administrative | 1,610,311 | 1,677,717 | |||||||||||||||
Total stock-based compensation for continuing operations | 3,758,043 | 3,881,894 | |||||||||||||||
Total stock-based compensation for discontinued operations | - | 151,508 | |||||||||||||||
Total stock-based compensation for vesting of options | $ | 3,758,043 | $ | 4,033,402 | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 | 187,375 | $ | 2.86 | ||||||||||||||
Granted | 1,167,000 | $ | 1.88 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | (74,333 | ) | $ | 2.5 | |||||||||||||
Outstanding at December 31, 2013 | 1,280,042 | $ | 1.99 | 9.4 | $ | 101,830 | |||||||||||
Exercisable at December 31, 2013 | 190,625 | $ | 2.33 | 8.8 | $ | 23,436 | |||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 (1) | 8,452,340 | $ | 2.58 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised (2) | (122,685 | ) | $ | 1 | |||||||||||||
Forfeited or expired (3) | (914,604 | ) | $ | 4.55 | |||||||||||||
Outstanding at December 31, 2013 (4) | 7,415,051 | $ | 2.36 | 5.6 | $ | 3,445,390 | |||||||||||
Exercisable at December 31, 2013 | 6,371,372 | $ | 2.11 | 5.2 | $ | 3,445,390 | |||||||||||
Options | Number of | Weighted- | Weighted | Aggregate | |||||||||||||
Stock | Average | Average | Intrinsic | ||||||||||||||
Options | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Life | |||||||||||||||||
Outstanding at December 31, 2012 | 443,038 | $ | 1.34 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | - | $ | - | ||||||||||||||
Outstanding at December 31, 2013 | 443,038 | $ | 1.34 | 5.9 | $ | 217,089 | |||||||||||
Exercisable at December 31, 2013 | 443,038 | $ | 1.34 | 5.9 | $ | 217,089 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Risk-free interest rate: | 1.25 | % | |||||||||||||||
Expected term (in years): | 5.8 | ||||||||||||||||
Expected dividend yield: | - | ||||||||||||||||
Expected volatility: | 85 | % | |||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
RSA's | Number of | Weighted- | |||||||||||||||
Stock | Average | ||||||||||||||||
Options | Stock Price | ||||||||||||||||
Outstanding at December 31, 2012 | - | $ | - | ||||||||||||||
Granted | 1,458,000 | $ | 1.79 | ||||||||||||||
Exercised | - | $ | - | ||||||||||||||
Forfeited or expired | (96,250 | ) | $ | 1.77 | |||||||||||||
Outstanding at December 31, 2013 | 1,361,750 | $ | 1.79 | ||||||||||||||
Unvested at December 31, 2013 | 1,361,750 | $ | 1.79 |
Note_11_Warrant_Transactions_T
Note 11 - Warrant Transactions (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Warrants [Abstract] | ' | |||||||||||||||||
Schedule of Warrant Summary [Table Text Block] | ' | |||||||||||||||||
Weighted-average | Balance sheet | |||||||||||||||||
Warrants as of | exercise | classification | ||||||||||||||||
December 31, | December 31, | price | December 31, | |||||||||||||||
2013 | 2012 | per share | Expiration | 2013 | 2012 | |||||||||||||
Venture Lending & Leasing VI, Inc. | 255,102 | - | $ | 1.96 | 2/28/24 | Liability | N/A | |||||||||||
Venture Lending & Leasing VII, Inc. | 255,102 | - | 1.96 | 2/28/24 | Liability | N/A | ||||||||||||
Scott, Richard L. Series #2 | - | 500,000 | 2.75 | 3/21/16 | N/A | Equity | ||||||||||||
Scott, Richard L. Series #3 | - | 500,000 | 2.75 | 3/21/16 | N/A | Equity | ||||||||||||
Allen, F. Stephen Series #2 | 500,000 | 500,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
Allen, F. Stephen Series #3 | 500,000 | 500,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
Stearns, Robert | 200,000 | 200,000 | 3.55 | 3/21/16 | Equity | Equity | ||||||||||||
MATT Series #1 | 401,486 | 1,000,000 | 2.75 | 9/19/16 | Equity | Equity | ||||||||||||
MATT Series #2 | 1,000,000 | 1,000,000 | 2.75 | 9/19/16 | Equity | Equity | ||||||||||||
All warrants | 3,111,690 | 4,200,000 | ||||||||||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | ' | |||||||||||||||||
Risk-free interest rate: | 3.04 | % | ||||||||||||||||
Expected term (years): | 10.17 | |||||||||||||||||
Expected dividend yield: | — | |||||||||||||||||
Expected volatility: | 93.15 | % | ||||||||||||||||
Risk-free interest rate: | 2.81 | % | ||||||||||||||||
Expected term (years): | 8.15 | |||||||||||||||||
Expected dividend yield: | - | |||||||||||||||||
Expected volatility: | 100.75 | % | ||||||||||||||||
Risk-free interest rate: | 3.24 | % | ||||||||||||||||
Expected term (years): | 6.08 | |||||||||||||||||
Expected dividend yield: | — | |||||||||||||||||
Expected volatility: | 94.07 | % | ||||||||||||||||
Risk-free interest rate: | 2.81 | % | ||||||||||||||||
Expected term (years): | 8.73 | |||||||||||||||||
Expected dividend yield: | - | |||||||||||||||||
Expected volatility: | 100.75 | % | ||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | |||||||||||||||||
Warrants | Number of | Weighted- | ||||||||||||||||
Warrants | Average | |||||||||||||||||
Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2012 | 4,200,000 | $ | 2.98 | |||||||||||||||
Granted | 510,204 | $ | 1.96 | |||||||||||||||
Exercised | (1,002,147 | ) | $ | 2.75 | ||||||||||||||
Forfeited or expired | (596,367 | ) | $ | 2.75 | ||||||||||||||
Outstanding at December 31, 2013 | 3,111,690 | $ | 2.61 | |||||||||||||||
Exercisable at December 31, 2013 | 3,111,690 | $ | 2.61 |
Note_12_Income_Taxes_Tables
Note 12 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Net operating loss | $ | 48,280,000 | $ | 50,515,000 | |||||
Property and equipment | (1,525,000 | ) | (2,447,000 | ) | |||||
Stock options and warrants | 9,738,000 | 7,960,000 | |||||||
Other | 1,151,000 | 1,269,000 | |||||||
Total deferred tax assets | 57,644,000 | 57,297,000 | |||||||
Valuation allowance | (57,644,000 | ) | (57,297,000 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
U.S. federal income tax at statutory rate | $ | (3,689,000 | ) | $ | (3,505,000 | ) | |||
Nondeductible expenses | 54,000 | 69,000 | |||||||
Exercise and forfeitures of stock based compensation | - | (383,000 | ) | ||||||
Change in valuation allowance | 3,708,000 | 2,869,000 | |||||||
State tax benefit, net of federal provision (benefit) | 2,000 | (428,000 | ) | ||||||
Foreign subsidiary loss | (22,000 | ) | 673,000 | ||||||
Adjustment for business combinations | - | 704,000 | |||||||
Other | (53,000 | ) | 1,000 | ||||||
Income Tax Expense | $ | - | $ | - |
Note_1_Description_of_Business2
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Revenues (in Dollars) | $40,378,007 | $46,657,959 |
Goodwill, Impairment Loss (in Dollars) | ' | 2,288,776 |
Number of Operating Segments | 1 | ' |
Customer (1) [Member] | Customer Concentration Risk [Member] | Sales Revenue, Product Line [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 22.00% | 25.00% |
MATT Inc [Member] | Customer Concentration Risk [Member] | Sales Revenue, Product Line [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 0.00% | 13.00% |
Media Publisher Agreement with Beanstock Media, Inc. [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Revenues (in Dollars) | 3,800,000 | ' |
Advertising Agreement with Pinsight Media [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Revenues (in Dollars) | 695,000 | ' |
Virtual Currency [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Recognition of Deferred Revenue (in Dollars) | 625,000 | 0 |
Quepasa Games [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Goodwill, Impairment Loss (in Dollars) | $2,288,776 | $2,300,000 |
Advertising Revenue [Member] | Sales [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 69.00% | 56.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 37.00% | 58.00% |
Number of Customers | 3 | 3 |
Beanstock Media, Inc. [Member] | ' | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Ad Revenue Percentage | 90.00% | ' |
Note_1_Description_of_Business3
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Allowance for Doubtful Accounts (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Allowance For Doubtful Accounts: | ' | ' |
Balance at Beginning of Period | $547,000 | $270,210 |
Additions, Costs and Expenses | -52,000 | 276,790 |
Deductions, Write-offs | 52,000 | ' |
Balance at End of Period | $495,000 | $547,000 |
Note_1_Description_of_Business4
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Intangible Assets | 12 Months Ended |
Dec. 31, 2013 | |
Trademarks [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Internet Domain Names [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Mobile Applications [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '5 years |
Advertising Relationships [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Estimated Useful Lives of Intangible Assets [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '3 years |
Note_1_Description_of_Business5
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment | 12 Months Ended |
Dec. 31, 2013 | |
Software Development [Member] | Minimum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '2 years |
Software Development [Member] | Maximum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '3 years |
Computer Equipment [Member] | Minimum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '3 years |
Computer Equipment [Member] | Maximum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '5 years |
Office Equipment [Member] | Minimum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '5 years |
Office Equipment [Member] | Maximum [Member] | ' |
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Property and Equipment [Line Items] | ' |
Useful lives | '10 years |
Note_1_Description_of_Business6
Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details) - Summary of Dilutive Securities | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities | 15,091,520 | 14,762,702 |
Equity Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities | 9,138,131 | 9,082,753 |
Restricted Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities | 1,361,750 | ' |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities | 3,111,690 | 4,200,000 |
Preferred Stock Convertible [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities | 1,479,949 | 1,479,949 |
Note_2_Fair_Value_Measurements2
Note 2 - Fair Value Measurements (Details) (Warrant [Member], Weighted Average [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant [Member] | Weighted Average [Member] | ' |
Note 2 - Fair Value Measurements (Details) [Line Items] | ' |
Fair Value Assumptions, Risk Free Interest Rate | 3.04% |
Fair Value Assumptions, Expected Volatility Rate | 93.15% |
Note_2_Fair_Value_Measurements3
Note 2 - Fair Value Measurements (Details) - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Assets | $3,206,079 | $2,497,053 |
Liabilities | ' | ' |
Liabilities | 819,930 | ' |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets | ' | ' |
Assets | 3,206,079 | 2,497,053 |
Money Market Funds [Member] | ' | ' |
Assets | ' | ' |
Assets | 3,206,079 | 2,497,053 |
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities | ' | ' |
Liabilities | 819,930 | ' |
Warrant [Member] | ' | ' |
Liabilities | ' | ' |
Liabilities | 819,930 | ' |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets | ' | ' |
Assets | 3,206,079 | 2,497,053 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities | ' | ' |
Liabilities | $819,930 | ' |
Note_2_Fair_Value_Measurements4
Note 2 - Fair Value Measurements (Details) - Summary of Changes in Fair Value of Company's Preferred Warrant Liability (Warrant [Member], Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Amounts acquired or issued | $897,190 |
Changes in estimated fair value | -77,260 |
Balance as of December 31, 2013 | $819,930 |
Note_2_Fair_Value_Measurements5
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis [Line Items] | ' |
ImpairmP5nt chargP5s during thP5 pP5riod | $2,288,776 |
Fair Value, Measurements, Nonrecurring [Member] | Goodwill [Member] | ' |
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis [Line Items] | ' |
ImpairmP5nt chargP5s during thP5 pP5riod | 2,288,776 |
Fair Value, Measurements, Nonrecurring [Member] | ' |
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis [Line Items] | ' |
ImpairmP5nt chargP5s during thP5 pP5riod | 2,288,776 |
Goodwill [Member] | Fair Value, Inputs, Level 3 [Member] | ' |
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis [Line Items] | ' |
Goodwill | 70,646,036 |
Fair Value, Inputs, Level 3 [Member] | ' |
Note 2 - Fair Value Measurements (Details) - Financial Assets Measured at Fair Value on Nonrecurring Basis [Line Items] | ' |
Goodwill | $70,646,036 |
Note_3_Discontinued_Operations2
Note 3 - Discontinued Operations - Quepasa Games (Details) - Disposal Groups - Income Statement Disclosure (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Loss on impairment of goodwill | ' | $2,288,776 |
Loss from discontinued operations attributable to Quepasa Games | ' | -3,680,627 |
Quepasa Games [Member] | Games Expenses [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Expenses | 1,032,366 | ' |
Quepasa Games [Member] | Product Development And Content [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Expenses | 552,563 | ' |
Quepasa Games [Member] | Depreciation and Amortization [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Expenses | 16,102 | ' |
Quepasa Games [Member] | Stock-based Compensation [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Expenses | 151,508 | ' |
Quepasa Games [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Games Revenues | 840,190 | ' |
Loss on impairment of goodwill | 2,288,776 | 2,300,000 |
Total | 4,520,817 | ' |
Loss from discontinued operations attributable to Quepasa Games | -3,680,627 | ' |
Exit costs | 431,418 | ' |
Loss on disposable of assets | $48,084 | ' |
Note_4_Goodwill_Details
Note 4 - Goodwill (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 4 - Goodwill (Details) [Line Items] | ' | ' |
Goodwill, Impairment Loss | ' | $2,288,776 |
Quepasa Games [Member] | ' | ' |
Note 4 - Goodwill (Details) [Line Items] | ' | ' |
Goodwill, Impairment Loss | $2,288,776 | $2,300,000 |
Note_4_Goodwill_Details_Goodwi
Note 4 - Goodwill (Details) - Goodwill (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | |
Goodwill [Abstract] | ' | ' |
Goodwill | $72,934,812 | $70,646,036 |
Impairment charges during the period | 2,288,776 | ' |
Goodwill | $70,646,036 | $70,646,036 |
Note_5_Intangible_Assets_Detai
Note 5 - Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 5 - Intangible Assets (Details) [Line Items] | ' | ' |
Amortization of Intangible Assets | $2,000,000 | $1,900,000 |
Discontinued Operations [Member] | ' | ' |
Note 5 - Intangible Assets (Details) [Line Items] | ' | ' |
Amortization of Intangible Assets | $0 | $600 |
Note_5_Intangible_Assets_Detai1
Note 5 - Intangible Assets (Details) - Intangible Assets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $9,014,994 | $9,014,994 |
Less accumulated amortization | -4,227,053 | -2,268,721 |
Intangible assetsbnet | 4,787,941 | 6,746,273 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 6,124,994 | 6,124,994 |
Advertising Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | 1,165,000 | 1,165,000 |
Mobile Applications [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets | $1,725,000 | $1,725,000 |
Note_5_Intangible_Assets_Detai2
Note 5 - Intangible Assets (Details) - Annual Future Amortization Expense (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Annual Future Amortization Expense [Abstract] | ' | ' |
2014 | $1,893,610 | ' |
2015 | 1,569,999 | ' |
2016 | 1,324,332 | ' |
Total | $4,787,941 | $6,746,273 |
Note_6_Property_and_Equipment_1
Note 6 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 6 - Property and Equipment (Details) [Line Items] | ' | ' |
Capital Leased Assets, Gross | $519,000 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 250,000 | ' |
Depreciation, Depletion and Amortization, Nonproduction | 4,387,464 | 3,962,290 |
Continuing Operations [Member] | ' | ' |
Note 6 - Property and Equipment (Details) [Line Items] | ' | ' |
Depreciation, Depletion and Amortization, Nonproduction | 2,400,000 | 2,000,000 |
Discontinued Operations [Member] | ' | ' |
Note 6 - Property and Equipment (Details) [Line Items] | ' | ' |
Depreciation and Amortization, Discontinued Operations | ' | $16,000 |
Note_6_Property_and_Equipment_2
Note 6 - Property and Equipment (Details) - Property and Equipment (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipmentbnet | $2,871,800 | $4,772,632 |
Computer Equipment [Member] | Continuing Operations [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 7,308,536 | 6,805,099 |
Office Equipment [Member] | Continuing Operations [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 152,064 | 143,037 |
Leasehold Improvements [Member] | Continuing Operations [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 373,399 | 367,437 |
Continuing Operations [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 7,833,999 | 7,315,573 |
Less accumulated depreciation/amortization | -4,962,199 | -2,542,941 |
Discontinued Operations [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipmentbnet | $2,871,800 | $4,772,632 |
Note_7_Accrued_Expenses_and_Ot2
Note 7 - Accrued Expenses and Other Liabilities (Details) - Accrued Expenses and Other Liabilities (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Expenses and Other Liabilities [Abstract] | ' | ' |
Accrued expenses | $1,539,269 | $1,644,199 |
Accrued bonuses | 1,108,000 | 881,269 |
Accrued employee benefits | 492,496 | 463,323 |
Accrued restructuring costs | 122,562 | 224,324 |
Accrued expenses and other liabilities | $3,262,327 | $3,213,115 |
Note_8_Long_Term_Debt_Details
Note 8 - Long Term Debt (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Mar. 21, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Feb. 19, 2010 | Jan. 25, 2008 | Mar. 31, 2006 | Dec. 31, 2013 | Jan. 25, 2008 | Jan. 25, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jan. 25, 2008 | Jan. 25, 2008 | Jan. 25, 2008 | Dec. 31, 2013 | Jan. 25, 2008 | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2013 | Nov. 21, 2008 | Jan. 22, 2010 | Feb. 13, 2012 | Sep. 30, 2013 | Apr. 29, 2013 | Dec. 31, 2013 | |
RSI Note [Member] | MATT Inc [Member] | MATT Inc [Member] | MATT Inc [Member] | MATT Inc [Member] | MATT Inc [Member] | MATT Inc [Member] | RSI Note [Member] | RSI Note [Member] | RSI Note [Member] | RSI Note [Member] | RSI Note [Member] | RSI Note [Member] | Bank Borrowings [Member] | Bank Borrowings [Member] | AHMSA and MATT Note [Member] | SLSA Loan [Member] | S2LSA Loan [Member] | LSA2 Loan [Member] | Convertible Debt [Member] | Term Loan [Member] | Term Loan [Member] | ||||||||
Series 1 Warrant [Member] | Series 2 Warrant [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Series 2 Warrant [Member] | Series 3 Warrant [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | ||||||||||||||||||
Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | Subordinated Debt [Member] | ||||||||||||||||||||||||||
Note 8 - Long Term Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | $5,000,000 | ' | ' | $2,000,000 | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.46% | ' | ' | ' | 4.46% | ' | ' | ' | ' | ' | 12.60% | 12.50% | ' | ' | 11.00% | ' |
Proceeds from Notes Payable | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Warrants Aggregate Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' |
Excercise Value Increase, First Tranche | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Exercise Value Increase Second and Third Tranche | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Amortization of Debt Discount (Premium) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,560 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,225 |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' |
Debt Instrument, Covenant Terms, Unrestricted Cash and Accounts Receivable to Indebtedness, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200.00% | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | 2,147 | ' | ' | ' | 200,000 | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | 500,000 | 500,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercise Price Of Warrant Or Rights Max (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $12.50 | $15 | ' | ' | ' | ' | $4 | $7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercise Price Of Warrant Or Rights Minimum (in Dollars per share) | ' | ' | $2,000,000 | ' | ' | ' | ' | ' | $2.75 | $2.75 | ' | ' | ' | ' | $2.75 | $2.75 | ' | ' | $2,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,580 | ' | ' | ' | 15,901 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 455 | 2,823 | ' | ' | ' | ' | ' | ' | ' | ' | 315 | 1,954 | ' | ' | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' |
Long-term Debt | 5,143,771 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,254,178 | ' | ' | ' | ' | ' | ' |
Notes Receivable, Related Parties | ' | ' | 6,025,828 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Receivable | ' | ' | 222,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 2.61 | ' | 2.75 | 2.98 | 3.55 | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75 | ' | ' | ' | ' | ' | ' | 1.96 | ' | ' |
Deferred Finance Costs, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 712,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment For RSI Note | 107,504 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal and Interest That Would Have Accrued Through Due Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,857,504 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Restructuring of Debt | ' | ' | ' | ' | ' | ' | ' | ($463,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 306,122 | ' | ' |
Note_8_Long_Term_Debt_Details_
Note 8 - Long Term Debt (Details) - Long-Term Debt (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 25, 2008 |
Senior Loans Payable: | ' | ' | ' |
Long-term Debt | $4,436,808 | ' | ' |
Less current portion | 2,333,966 | 1,903,368 | ' |
Total long-term debt, less current portion, net | 2,102,842 | 8,098,558 | ' |
Unamortized discount | ' | ' | -263,690 |
Term Loans [Member] | Senior Notes [Member] | ' | ' | ' |
Senior Loans Payable: | ' | ' | ' |
Long-term Debt | 4,663,018 | ' | ' |
LSA2 Loan 2 [Member] | Senior Notes [Member] | ' | ' | ' |
Senior Loans Payable: | ' | ' | ' |
Long-term Debt | 480,753 | ' | ' |
Senior Notes [Member] | ' | ' | ' |
Senior Loans Payable: | ' | ' | ' |
Long-term Debt | 4,436,808 | ' | ' |
Unamortized discount | ($706,963) | ' | ' |
Note_8_Long_Term_Debt_Details_1
Note 8 - Long Term Debt (Details) - MATT Note Payable (USD $) | Mar. 21, 2013 | Dec. 31, 2013 | Jan. 25, 2008 |
MATT Inc [Member] | MATT Inc [Member] | ||
Subordinated Debt [Member] | Subordinated Debt [Member] | ||
Note 8 - Long Term Debt (Details) - MATT Note Payable [Line Items] | ' | ' | ' |
Notes Payable, face amount | $600,000 | $5,000,000 | $5,000,000 |
Revaluation of Warrants | ' | -1,341,692 | ' |
Termination of Jet Rights | ' | -878,942 | ' |
Accumulated Amortization | ' | 1,255,596 | ' |
Total Discounts | ' | -965,038 | ' |
Accrued Interest | ' | 1,204,980 | ' |
MATT Note Payable, net | ' | $5,239,942 | ' |
Note_8_Long_Term_Debt_Details_2
Note 8 - Long Term Debt (Details) - RSI Note Payable (USD $) | Mar. 21, 2013 | Dec. 31, 2013 | Jan. 25, 2008 |
RSI Note [Member] | RSI Note [Member] | ||
Subordinated Debt [Member] | Subordinated Debt [Member] | ||
Note 8 - Long Term Debt (Details) - RSI Note Payable [Line Items] | ' | ' | ' |
Notes Payable, face amount | $600,000 | $2,000,000 | $2,000,000 |
Revaluation of Warrants | ' | -263,690 | ' |
Accumulated Amortization | ' | 159,560 | ' |
Total Discounts | ' | -104,130 | ' |
Accrued Interest | ' | 481,993 | ' |
RSI Notes Payable, net | ' | $2,377,863 | ' |
Note_8_Long_Term_Debt_Details_3
Note 8 - Long Term Debt (Details) - Maturities on Long-term Debt (USD $) | Dec. 31, 2013 |
Maturities on Long-term Debt [Abstract] | ' |
2014 | $2,333,966 |
2015 | 2,068,326 |
2016 | 741,479 |
Total | $5,143,771 |
Note_9_Commitments_and_Conting2
Note 9 - Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Sep. 17, 2013 | Jun. 30, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Subsequent Event [Member] | Contingent Consideration, Cash [Member] | Contingent Consideration, Note Payable [Member] | Dell Financial Services [Member] | HP Financial Services [Member] | Minimum [Member] | Maximum [Member] | ||||||
Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | |||||||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Capital Leases | ' | ' | 2 | ' | ' | ' | ' | ' | 1 | 1 | ' | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | 7.99% |
Operating Leases, Rent Expense | ' | ' | ' | $2,200,000 | $2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Loss in Period | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement, Amount | ' | ' | ' | ' | ' | 5,000 | 400,000 | 600,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 306,122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share (in Dollars per share) | $1.96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Costs | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | ' | ' | 122,562 | 224,324 | ' | ' | ' | ' | ' | ' | ' |
Payments for Restructuring | ' | ' | ' | $1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_9_Commitments_and_Conting3
Note 9 - Commitments and Contingencies (Details) - Future Minimum Rental Payments for Capital and Operating Leases (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Future Minimum Rental Payments for Capital and Operating Leases [Abstract] | ' | ' |
2014 | $1,012,737 | ' |
2014 | 1,067,443 | ' |
2015 | 631,357 | ' |
2015 | 459,387 | ' |
2016 | 107,085 | ' |
2016 | 467,182 | ' |
2017 | 114,981 | ' |
Total minimum lease payments | 1,751,179 | ' |
Total minimum lease payments | 2,108,993 | ' |
Less: Amount representing interest | -109,299 | ' |
Total present value of minimum payments | 1,641,880 | ' |
Less: Current portion of such obligations | 928,181 | 648,573 |
Long-term capital lease obligations | $713,699 | $1,058,230 |
Note_10_Stockholders_Equity_De
Note 10 - Stockholder's Equity (Details) (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | 31-May-12 | Jun. 30, 2011 | Nov. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2012 | Jun. 27, 2007 | Dec. 31, 2013 | Sep. 30, 2011 | |||
End of One Year [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Employee Stock Option [Member] | Consultant Compensation [Member] | Consultant Compensation [Member] | 2012 Omnibus Incentive Plan [Member] | 2012 Omnibus Incentive Plan [Member] | 2012 Omnibus Incentive Plan [Member] | Amended and Restated 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | MEETMOI [Member] | Series A Preferred Stock [Member] | |||||
Restricted Stock [Member] | 2006 Stock Incentive Plan [Member] | 2006 Stock Incentive Plan [Member] | ||||||||||||||||||||
Note 10 - Stockholder's Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock, Shares Issued | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ||
Proceeds from Issuance of Preferred Stock and Preference Stock (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,479,949 | ||
Preferred Stock, Redemption Price Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.38 | ||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 122,685 | 901,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock Issued During Period, Shares, Other | 1,002,147 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 306,122 | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 3,300,000 | ' | ' | 1,900,000 | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '2 years | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,700,000 | 2,100,000 | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | 1,458,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Number of Annual Increments | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | 509,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | ' | ' | ' | ' | ' | 115,531 | 135,531 | 1,280,042 | 187,375 | ' | ' | ' | ' | 7,415,051 | [1] | ' | 8,452,340 | [2] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $4.08 | $3.62 | $1.99 | $2.86 | ' | ' | ' | ' | $2.36 | [1] | ' | $2.58 | [2] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' | ' | ' | ' | ' | 122,685 | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | ' | ' | ' | ' | ' | ' | 71,352 | ' | 190,625 | ' | ' | ' | ' | ' | 6,371,372 | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $3.64 | ' | $2.33 | ' | ' | ' | ' | ' | $2.11 | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | $102,000 | $1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | 0.80% | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | '6 years | ' | ' | '5 years 292 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | 82.00% | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Includes 71,352 exercisable options to purchase common stock at a weighted average exercise price of $3.64 per share being held by consultants. | |||||||||||||||||||||
[2] | Includes 135,531 outstanding options to purchase common stock at a weighted average exercise price of $3.62 per share being held by consultants. |
Note_10_Stockholders_Equity_De1
Note 10 - Stockholder's Equity (Details) - Stock-Based Compensation Expense (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | $3,758,043 | $4,033,402 |
Selling and Marketing Expense [Member] | Continuing Operations [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 392,020 | 347,555 |
Product Development And Content [Member] | Continuing Operations [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 1,755,712 | 1,856,622 |
General and Administrative Expense [Member] | Continuing Operations [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 1,610,311 | 1,677,717 |
Continuing Operations [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 3,758,043 | 3,881,894 |
Discontinued Operations [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | ' | $151,508 |
Note_10_Stockholders_Equity_De2
Note 10 - Stockholder's Equity (Details) - Stock Option Activity (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
2012 Omnibus Incentive Plan [Member] | ' | ' | ||
Note 10 - Stockholder's Equity (Details) - Stock Option Activity [Line Items] | ' | ' | ||
Options Outstanding | 1,280,042 | 187,375 | ||
Options Outstanding, Weighted- Average Exercise Price | $1.99 | $2.86 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | '9 years 146 days | ' | ||
Options Outstanding, Aggregate Intrinsic Value | $101,830 | ' | ||
Options Exercisable | 190,625 | ' | ||
Options Exercisable, Weighted-Average Exercise Price | $2.33 | ' | ||
Options Exercisable, Weighted Average Remaining Contractual Life | '8 years 292 days | ' | ||
Options Exercisable, Aggregate Intrinsic Value | 23,436 | ' | ||
Options Granted | 1,167,000 | ' | ||
Options Granted, Weighted-Average Exercise Price | $1.88 | ' | ||
Options Forfeited or Expired | -74,333 | ' | ||
Options Forfeited or Expired, Weighted-Average Exercise Price | $2.50 | ' | ||
2006 Stock Incentive Plan [Member] | ' | ' | ||
Note 10 - Stockholder's Equity (Details) - Stock Option Activity [Line Items] | ' | ' | ||
Options Outstanding | 7,415,051 | [1] | 8,452,340 | [2] |
Options Outstanding, Weighted- Average Exercise Price | $2.36 | [1] | $2.58 | [2] |
Options Outstanding, Weighted Average Remaining Contractual Life | '5 years 219 days | [1] | ' | |
Options Outstanding, Aggregate Intrinsic Value | 3,445,390 | [1] | ' | |
Options Exercisable | 6,371,372 | ' | ||
Options Exercisable, Weighted-Average Exercise Price | $2.11 | ' | ||
Options Exercisable, Weighted Average Remaining Contractual Life | '5 years 73 days | ' | ||
Options Exercisable, Aggregate Intrinsic Value | 3,445,390 | ' | ||
Options Granted | ' | [3] | ' | |
Options Granted, Weighted-Average Exercise Price | ' | [3] | ' | |
Options Exercised | -122,685 | ' | ||
Options Exercised, Weighted-Average Exercise Price | $1 | ' | ||
Options Forfeited or Expired | -914,604 | [4] | ' | |
Options Forfeited or Expired, Weighted-Average Exercise Price | $4.55 | [4] | ' | |
Non-Plan Option Activity [Member] | ' | ' | ||
Note 10 - Stockholder's Equity (Details) - Stock Option Activity [Line Items] | ' | ' | ||
Options Outstanding | 443,038 | 443,038 | ||
Options Outstanding, Weighted- Average Exercise Price | $1.34 | $1.34 | ||
Options Outstanding, Weighted Average Remaining Contractual Life | '5 years 328 days | ' | ||
Options Outstanding, Aggregate Intrinsic Value | 217,089 | ' | ||
Options Exercisable | 443,038 | ' | ||
Options Exercisable, Weighted-Average Exercise Price | $1.34 | ' | ||
Options Exercisable, Weighted Average Remaining Contractual Life | '5 years 328 days | ' | ||
Options Exercisable, Aggregate Intrinsic Value | $217,089 | ' | ||
[1] | Includes 71,352 exercisable options to purchase common stock at a weighted average exercise price of $3.64 per share being held by consultants. | |||
[2] | Includes 135,531 outstanding options to purchase common stock at a weighted average exercise price of $3.62 per share being held by consultants. | |||
[3] | Includes 20,000 outstanding options to purchase common stock at a weighted average exercise price of $1.00 per share being held by consultants. | |||
[4] | Includes 115,531 options granted to purchase common stock at a weighted average exercise price of $4.08 per share being held by consultants. |
Note_10_Stockholders_Equity_De3
Note 10 - Stockholder's Equity (Details) - Fair Value Assumption (2012 Omnibus Incentive Plan [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
2012 Omnibus Incentive Plan [Member] | ' |
Note 10 - Stockholder's Equity (Details) - Fair Value Assumption [Line Items] | ' |
Risk-free interest rate: | 1.25% |
Expected term (in years): | '5 years 292 days |
Expected volatility: | 85.00% |
Note_10_Stockholders_Equity_De4
Note 10 - Stockholder's Equity (Details) - RSA Activity (Restricted Stock [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock [Member] | ' | ' |
Note 10 - Stockholder's Equity (Details) - RSA Activity [Line Items] | ' | ' |
Granted | ' | 1,458,000 |
Granted | ' | $1.79 |
Forfeited or expired | -96,250 | ' |
Forfeited or expired | $1.77 | ' |
RSA's Outstanding | 1,361,750 | ' |
RSA's Outstanding, Weighted- Average Stock Price | $1.79 | ' |
Note_11_Warrant_Transactions_D
Note 11 - Warrant Transactions (Details) (USD $) | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Feb. 19, 2010 | Jan. 25, 2008 | Mar. 31, 2006 | Apr. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2006 | Mar. 31, 2006 | Mar. 31, 2006 | Mar. 31, 2006 | Mar. 31, 2006 | Feb. 19, 2010 | Mar. 31, 2006 | Mar. 31, 2006 | Mar. 05, 2013 | Dec. 31, 2013 | Mar. 05, 2013 | Jan. 25, 2008 | Oct. 31, 2006 | Oct. 31, 2006 | Oct. 31, 2006 | Jan. 25, 2008 |
Venture Lending & Leasing VI and VII [Member] | Venture Lending & Leasing VI and VII [Member] | Scott, Richard L Series #2 and #3 [Member] | Scott, Richard L Series #2 and #3 [Member] | Scott, Richard L Series #2 and #3 [Member] | Allen, F. Stephen Series #2 and #3 [Member] | Allen, F. Stephen Series #2 and #3 [Member] | Allen, F. Stephen Series #2 and #3 [Member] | Allen, F. Stephen Series #2 and #3 [Member] | CEO Compensation [Member] | Series 1 and 2 MATT Inc. [Member] | Series 1 and 2 MATT Inc. [Member] | Series 1 and 2 MATT Inc. [Member] | Series 1 and 2 MATT Inc. [Member] | Series 1 and 2 MATT Inc. [Member] | Series 1, MATT Inc [Member] | Series 2, MATT Inc [Member] | MATT Inc [Member] | |||||||
Series 2 Warrant [Member] | Series 3 Warrant [Member] | Series 3 Warrant [Member] | Series 2, MATT Inc [Member] | Exercised [Member] | ||||||||||||||||||||
Note 11 - Warrant Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Aggregate Exercise Value of Warrants Issued | ' | ' | ' | ' | ' | ' | $800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Value Increase First Tranche | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Value Increase Second and Third Tranche | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Expiration Term | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Fair Value of Outstanding Warrants | ' | ' | ' | ' | ' | ' | ' | -77,260 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | 2,147 | ' | ' | ' | 200,000 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | 1,000,000 | ' | 2,147 | ' | ' | ' | 1,000,000 | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2.61 | 2.75 | 2.98 | 3.55 | 2.75 | ' | ' | ' | 4 | 7 | ' | 7 | 4 | ' | ' | 3.55 | ' | ' | ' | 2.75 | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | 263,690 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,341,692 |
Share-Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Period Balance Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.50 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights Maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' |
Warrants Aggregate Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,002 | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | 3,111,690 | ' | 4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,597,851 | ' | ' | ' | ' | ' | ' |
Note_11_Warrant_Transactions_D1
Note 11 - Warrant Transactions (Details) - Warrant Summary | Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Feb. 19, 2010 | Jan. 25, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Venture Lending & Leasing VI, Inc.[Member] | Venture Lending & Leasing VI, Inc.[Member] | Venture Lending & Leasing VII, Inc.[Member] | Venture Lending & Leasing VII, Inc.[Member] | Scott, Richard L. Series #2 [Member] | Scott, Richard L. Series #2 [Member] | Scott, Richard L. Series #3 [Member] | Scott, Richard L. Series #3 [Member] | Allen, F. Stephen Series #2 [Member] | Allen, F. Stephen Series #2 [Member] | Allen, F. Stephen Series #3 [Member] | Allen, F. Stephen Series #3 [Member] | Stearns, Robert [Member] | Stearns, Robert [Member] | MATT Series #1 [Member] | MATT Series #1 [Member] | MATT Series #2 [Member] | MATT Series #2 [Member] | ||||||
Note 11 - Warrant Transactions (Details) - Warrant Summary [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants | 3,111,690 | ' | 4,200,000 | ' | ' | 255,102 | ' | 255,102 | ' | ' | 500,000 | ' | 500,000 | 500,000 | 500,000 | 500,000 | 500,000 | 200,000 | 200,000 | 401,486 | 1,000,000 | 1,000,000 | 1,000,000 |
Weighted- average exercise price per share | 2.61 | 2.75 | 2.98 | 3.55 | 2.75 | 1.96 | ' | 1.96 | ' | 2.75 | ' | 2.75 | ' | 3.55 | ' | 3.55 | ' | 3.55 | ' | 2.75 | ' | 2.75 | ' |
Expiration | ' | ' | ' | ' | ' | '2/28/2024 | ' | '2/28/2024 | ' | '3/21/2016 | ' | '3/21/2016 | ' | '3/21/2016 | ' | '3/21/2016 | ' | '3/21/2016 | ' | '9/19/2016 | ' | '9/19/2016 | ' |
Balance sheet classification | ' | ' | ' | ' | ' | 'Liability | 'N/A | 'Liability | 'N/A | 'N/A | 'Equity | 'N/A | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity | 'Equity |
Note_11_Warrant_Transactions_D2
Note 11 - Warrant Transactions (Details) - Modified Warrants Fair Value Assumptions | 12 Months Ended |
Dec. 31, 2013 | |
Venture Lending & Leasing VI and VII [Member] | ' |
Note 11 - Warrant Transactions (Details) - Modified Warrants Fair Value Assumptions [Line Items] | ' |
Risk-free interest rate | 3.04% |
Expected term | '10 years 62 days |
Expected volatility | 93.15% |
Scott, Richard L Series #2 and #3 [Member] | ' |
Note 11 - Warrant Transactions (Details) - Modified Warrants Fair Value Assumptions [Line Items] | ' |
Risk-free interest rate | 2.81% |
Expected term | '8 years 54 days |
Expected volatility | 100.75% |
Allen, F. Stephen Series #2 and #3 [Member] | ' |
Note 11 - Warrant Transactions (Details) - Modified Warrants Fair Value Assumptions [Line Items] | ' |
Risk-free interest rate | 3.24% |
Expected term | '6 years 29 days |
Expected volatility | 94.07% |
MATT Warrants [Member] | ' |
Note 11 - Warrant Transactions (Details) - Modified Warrants Fair Value Assumptions [Line Items] | ' |
Risk-free interest rate | 2.81% |
Expected term | '8 years 266 days |
Expected volatility | 100.75% |
Note_11_Warrant_Transactions_D3
Note 11 - Warrant Transactions (Details) - Warrant Activity | 12 Months Ended | |||
Dec. 31, 2013 | Mar. 05, 2013 | Feb. 19, 2010 | Jan. 25, 2008 | |
Warrant Activity [Abstract] | ' | ' | ' | ' |
Number of Warrants | 4,200,000 | ' | ' | ' |
Weighted Average Exercise Price | 2.98 | 2.75 | 3.55 | 2.75 |
Exercisable at December 31, 2013 | 3,111,690 | ' | ' | ' |
Exercisable at December 31, 2013 | 2.61 | ' | ' | ' |
Granted | 510,204 | ' | ' | ' |
Granted | 1.96 | ' | ' | ' |
Exercised | -1,002,147 | ' | ' | ' |
Exercised | 2.75 | ' | ' | ' |
Forfeited or expired | -596,367 | ' | ' | ' |
Forfeited or expired | 2.75 | ' | ' | ' |
Number of Warrants | 3,111,690 | ' | ' | ' |
Weighted Average Exercise Price | 2.61 | 2.75 | 3.55 | 2.75 |
Note_12_Income_Taxes_Details
Note 12 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 12 - Income Taxes (Details) [Line Items] | ' | ' |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | $10,898,325 | $10,308,338 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | ' |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 |
Internal Revenue Service (IRS) [Member] | ' | ' |
Note 12 - Income Taxes (Details) [Line Items] | ' | ' |
Operating Loss Carryforwards | $136,000,000 | $131,000,000 |
Minimum [Member] | ' | ' |
Note 12 - Income Taxes (Details) [Line Items] | ' | ' |
Open Tax Year | '2010 | ' |
Maximum [Member] | ' | ' |
Note 12 - Income Taxes (Details) [Line Items] | ' | ' |
Open Tax Year | '2013 | ' |
Note_12_Income_Taxes_Details_D
Note 12 - Income Taxes (Details) - Deferred Tax Assets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets [Abstract] | ' | ' |
Net operating loss | $48,280,000 | $50,515,000 |
Property and equipment | -1,525,000 | -2,447,000 |
Stock options and warrants | 9,738,000 | 7,960,000 |
Other | 1,151,000 | 1,269,000 |
Total deferred tax assets | 57,644,000 | 57,297,000 |
Valuation allowance | ($57,644,000) | ($57,297,000) |
Note_12_Income_Taxes_Details_R
Note 12 - Income Taxes (Details) - Reconciliation of Income Tax Expense (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of Income Tax Expense [Abstract] | ' | ' |
U.S. federal income tax at statutory rate | ($3,689,000) | ($3,505,000) |
Nondeductible expenses | 54,000 | 69,000 |
Exercise and forfeitures of stock based compensation | ' | -383,000 |
Change in valuation allowance | 3,708,000 | 2,869,000 |
State tax benefit, net of federal provision (benefit) | 2,000 | -428,000 |
Foreign subsidiary loss | -22,000 | 673,000 |
Adjustment for business combinations | ' | 704,000 |
Other | ($53,000) | $1,000 |
Note_13_Transactions_with_Affi1
Note 13 - Transactions with Affiliates (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Payments Per Month [Member] | Social Theater [Member] | |||
Financial Advisory Services [Member] | ||||
Former Chief Executive Officer and Chairman of the Board [Member] | ||||
Note 13 - Transactions with Affiliates (Details) [Line Items] | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | $6,000,000 |
Accounts Receivable, Related Parties, Current | 0 | 6,000,000 | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | $30,000 | ' |
Note_14_Subsequent_Events_Deta
Note 14 - Subsequent Events (Details) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Mar. 05, 2013 | Dec. 31, 2012 | Feb. 19, 2010 | Jan. 25, 2008 | Mar. 10, 2014 | |
Subsequent Event [Member] | ||||||
Note 14 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
1,002,147 | ' | ' | ' | ' | 168,366 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 2.61 | 2.75 | 2.98 | 3.55 | 2.75 | 1.96 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 89,230 |