Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | THESTREET, INC. | |
Entity Central Index Key | 1,080,056 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,870,290 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 27,541,808 | $ 32,459,009 |
Accounts receivable, net of allowance for doubtful accounts of $346,728 as of September 30, 2015 and $318,141 as of December 31, 2014 | $ 4,735,914 | 5,103,899 |
Marketable securities | 2,009,240 | |
Other receivables, net | $ 566,514 | 549,933 |
Prepaid expenses and other current assets | 1,414,437 | 987,693 |
Restricted cash | 661,250 | 639,750 |
Total current assets | 34,919,923 | 41,749,524 |
Property and equipment, net of accumulated depreciation and amortization of $4,640,057 as of September 30, 2015 and $4,003,538 as of December 31, 2014 | 2,969,084 | 2,926,825 |
Marketable securities | 1,580,000 | 1,560,000 |
Other assets | 325,034 | 77,052 |
Goodwill | 43,693,372 | 44,810,467 |
Other intangibles, net of accumulated amortization of $15,073,211 as of September 30, 2015 and $12,896,782 as of December 31, 2014 | 19,120,275 | 20,147,209 |
Restricted cash | 500,000 | 661,250 |
Total assets | 103,107,688 | 111,932,327 |
Current Liabilities: | ||
Accounts payable | 2,236,400 | 2,474,737 |
Accrued expenses | 4,365,929 | 6,279,082 |
Deferred revenue | 25,306,339 | 26,427,816 |
Other current liabilities | 1,003,249 | 1,241,508 |
Total current liabilities | 32,911,917 | 36,423,143 |
Deferred tax liability | 1,270,222 | 728,899 |
Other liabilities | 5,475,120 | 6,910,175 |
Total liabilities | 39,657,259 | 44,062,217 |
Stockholders' Equity | ||
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of September 30, 2015 and December 31, 2014; the aggregate liquidation preference totals $55,000,000 as of September 30, 2015 and December 31, 2014 | 55 | 55 |
Common stock; $0.01 par value; 100,000,000 shares authorized; 42,101,098 shares issued and 34,856,369 shares outstanding as of September 30, 2015, and 41,967,369 shares issued and 34,727,641 shares outstanding as of December 31, 2014 | 421,011 | 419,674 |
Additional paid-in capital | 270,084,013 | 271,943,049 |
Accumulated other comprehensive loss | (1,484,501) | (227,476) |
Treasury stock at cost; 7,244,729 shares as of September 30, 2015 and 7,239,728 shares as of December 31, 2014 | (12,920,154) | (12,908,943) |
Accumulated deficit | (192,649,995) | (191,356,249) |
Total stockholders' equity | 63,450,429 | 67,870,110 |
Total liabilities and stockholders' equity | $ 103,107,688 | $ 111,932,327 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 346,728 | $ 318,141 |
Accumulated depreciation and amortization (in dollars) | 4,640,057 | 4,003,538 |
Accumulated amortization (in dollars) | $ 15,073,211 | $ 12,896,782 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,500 | 5,500 |
Preferred stock, shares outstanding | 5,500 | 5,500 |
Preferred stock, aggregate liquidation preference (in dollars) | $ 55,000,000 | $ 55,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,101,098 | 41,967,369 |
Common stock, shares outstanding | 34,856,369 | 34,727,641 |
Treasury stock, shares | 7,244,729 | 7,239,728 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net revenue: | ||||
Subscription services | $ 13,709,870 | $ 11,715,504 | $ 41,790,803 | $ 34,722,784 |
Media | 2,951,774 | 2,903,571 | 8,897,809 | 9,047,623 |
Total net revenue | 16,661,644 | 14,619,075 | 50,688,612 | 43,770,407 |
Operating expense: | ||||
Cost of services | 8,707,353 | 7,483,414 | 25,617,022 | 22,897,998 |
Sales and marketing | 3,703,463 | 3,343,017 | 12,328,229 | 11,202,886 |
General and administrative | 3,773,790 | 3,564,887 | 11,245,280 | 9,821,941 |
Depreciation and amortization | 1,069,161 | $ 721,536 | 3,184,839 | $ 2,178,908 |
Restructuring and other charges | (1,221,224) | (1,221,224) | ||
Total operating expense | 16,032,543 | $ 15,112,854 | 51,154,146 | $ 46,101,733 |
Operating income (loss) | 629,101 | (493,779) | (465,534) | (2,331,326) |
Net interest (expense) income | (30,891) | 26,850 | (97,296) | 96,785 |
Net income (loss) before income taxes | 598,210 | $ (466,929) | (562,830) | $ (2,234,541) |
Provision for income taxes | 243,884 | 730,916 | ||
Net income (loss) | 354,326 | $ (466,929) | (1,293,746) | $ (2,234,541) |
Preferred stock cash dividends | 96,424 | 96,424 | 289,272 | 289,272 |
Net income (loss) attributable to common stockholders | $ 257,902 | $ (563,353) | $ (1,583,018) | $ (2,523,813) |
Basic net income (loss) per share | ||||
Net income (loss) attributable to common stockholders | $ 0.01 | $ (0.02) | $ (0.05) | $ (0.07) |
Diluted net income (loss) per share | ||||
Net income (loss) attributable to common stockholders | 0.01 | (0.02) | (0.05) | (0.07) |
Cash dividends declared and paid per common share | $ 0.025 | $ 0.025 | $ 0.075 | $ 0.075 |
Weighted average basic shares outstanding | 34,854,472 | 34,436,335 | 34,827,678 | 34,337,597 |
Weighted average effect of dilutive securities: | ||||
Employee stock options and restricted stock units | 231,281 | |||
Weighted average diluted shares outstanding | 35,085,753 | 34,436,335 | 34,827,678 | 34,337,597 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 354,326 | $ (466,929) | $ (1,293,746) | $ (2,234,541) |
Foreign currency translation loss | (798,960) | (1,280,067) | ||
Unrealized gain (loss) on marketable securities | 85,992 | $ 29,642 | 23,042 | $ (104,984) |
Comprehensive loss | $ (358,642) | $ (437,287) | $ (2,550,771) | $ (2,339,525) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,293,746) | $ (2,234,541) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation expense | 1,129,257 | 1,354,722 |
Provision for doubtful accounts | 172,066 | 36,201 |
Depreciation and amortization | 3,184,839 | $ 2,178,908 |
Deferred taxes | 541,323 | |
Deferred rent | (245,849) | $ (243,859) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 185,448 | 565,016 |
Other receivables | (16,581) | (107,053) |
Prepaid expenses and other current assets | (430,655) | (114,847) |
Other assets | (57,629) | 13,672 |
Accounts payable | (235,941) | (69,159) |
Accrued expenses | (1,881,059) | (340,598) |
Deferred revenue | (772,343) | 742,186 |
Other current liabilities | (377,494) | $ (155,302) |
Other liabilities | (1,401,092) | |
Net cash (used in) provided by operating activities | (1,499,456) | $ 1,625,346 |
Cash Flows from Investing Activities: | ||
Sale and maturity of marketable securities | 2,005,484 | $ 5,398,811 |
Adjustment to purchase of Management Diagnostics Limited | 50,494 | |
Capital expenditures | (2,688,194) | $ (1,323,403) |
Net cash (used in) provided by investing activities | (632,216) | 4,075,408 |
Cash Flows from Financing Activities: | ||
Cash dividends paid on common stock | (2,663,771) | (2,613,116) |
Cash dividends paid on preferred stock | (289,272) | (289,272) |
Proceeds from the exercise of stock options | 839 | $ 149,952 |
Restricted cash | 139,750 | |
Shares withheld on RSU vesting to pay for withholding taxes | (11,211) | $ (116,108) |
Net cash used in financing activities | (2,823,665) | $ (2,868,544) |
Effect of exchange rate changes on cash and cash equivalents | 38,136 | |
Net (decrease) increase in cash and cash equivalents | (4,917,201) | $ 2,832,210 |
Cash and cash equivalents, beginning of period | 32,459,009 | 45,443,759 |
Cash and cash equivalents, end of period | $ 27,541,808 | $ 48,275,969 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION Business TheStreet, Inc., together with its wholly owned subsidiaries (TheStreet, we, us or the Company), is a leading digital financial media company focused on the financial and mergers and acquisitions environment. The Companys collection of digital services provides users, subscribers and advertisers with a variety of content and tools through a range of online, social media, tablet and mobile channels. Our mission is to provide investors and advisors with actionable ideas from the world of investing, finance and business, and dealmakers with sophisticated analysis of the mergers and acquisitions environment, in order to break down information barriers, level the playing field and help all individuals and organizations grow their wealth. With a robust suite of digital services, TheStreet offers the tools and insights needed to make informed decisions about earning, investing, saving and spending money. Since its inception in 1996, TheStreet believes it has distinguished itself from other financial media companies with its journalistic excellence, unbiased approach and interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Securities Exchange Act of 1934, as amended (the Exchange Act) and for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements require the use of management estimates and include the accounts of the Company as required by GAAP. The consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and accompanying notes included in the Companys annual report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on March 5, 2015 (2014 Form 10-K). The Company has evaluated subsequent events for recognition or disclosure. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITION | 2. ACQUISITION On October 31, 2014, the Company acquired all of the outstanding share capital of Management Diagnostics Limited (MDL), a privately held company headquartered in London, England. MDL is the owner of BoardEx, an institutional relationship capital management database and platform. The Company paid cash consideration of approximately $22.1 million at closing, of which $1.5 million was placed in escrow which will be used to secure indemnity obligations for a period of 24 months. Additionally, the Company assumed net liabilities approximating $5.0 million, inclusive of a potential earn-out payable in 2018 based on 2017 net revenue of BoardExs existing products and services. Concurrent with the signing of the agreement, the Company also purchased warranty insurance from Pembroke Syndicate 4000 at Lloyds with a policy limit of $5 million dollars, subject to a deductible. The results of operations of MDL are included in the Companys condensed consolidated financial statements for the nine months ended September 30, 2015. Unaudited pro forma consolidated financial information is presented below as if the acquisition of MDL had occurred on January 1, 2014. The historical financial statements of MDL were prepared in accordance with United Kingdom generally accepted accounting principles and have been converted to U.S. generally accepted accounting principles for purposes of the unaudited pro forma consolidated financial information presented below. The results have been adjusted to account for the amortization of acquired intangible assets and to reclassify a defined benefit plan actuarial gain recorded by MDL within the statement of operations to accumulated other comprehensive income in accordance with U.S. generally accepted accounting principles. The pro forma information presented below does not purport to present what actual results would have been if the acquisition had occurred at the beginning of such period, nor does the information project results for any future period. The unaudited pro forma consolidated financial information should be read in conjunction with the historical financial information of the Company included in this report, as well as the historical financial information included in other reports and documents filed with the Securities and Exchange Commission. The unaudited pro forma consolidated financial information for the three and nine months ended September 30, 2014 is as follows: For the Three For the Nine Months Total revenue $ 17,186,997 $ 51,415,504 Net income (loss) $ 37,653 $ (1,378,347 ) Basic and diluted net income (loss) per share $ 0.00 $ (0.04 ) |
CASH AND CASH EQUIVALENTS, MARK
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH | 3. CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH The Companys cash, cash equivalents and restricted cash primarily consist of money market funds and checking accounts. As of September 30, 2015, marketable securities consist of two municipal auction rate securities (ARS) issued by the District of Columbia with a cost basis of approximately $1.9 million and a fair value of approximately $1.6 million. As of December 31, 2014, marketable securities also included an investment grade corporate bond, and the aggregate fair value of these marketable securities was approximately $3.6 million and the total cost basis was approximately $3.9 million. The decrease in marketable securities was due to the Company not reinvesting the proceeds as securities matured. With the exception of the ARS, the maximum maturity for any investment is three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss and excluded from net loss. Additionally, the Company has a total of approximately $1.2 million of cash that serves as collateral for outstanding letters of credit, and which cash is therefore restricted. The letters of credit serve as security deposits for the Companys office space in New York City. September 30, 2015 December 31, 2014 Cash and cash equivalents $ 27,541,808 $ 32,459,009 Current and noncurrent marketable securities 1,580,000 3,569,240 Current and noncurrent restricted cash 1,161,250 1,301,000 Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash $ 30,283,058 $ 37,329,249 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENTS The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). Level 2: Inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially). Level 3: Inputs are unobservable inputs that reflect the entitys own assumptions in pricing the asset or liability (used when little or no market data is available). Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of September 30, 2015 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 27,541,808 $ 27,541,808 $ $ Restricted cash (1) 1,161,250 1,161,250 Marketable securities (2) 1,580,000 1,580,000 Contingent earn-out (3) 2,557,181 2,557,181 Total at fair value $ 32,840,239 $ 28,703,058 $ $ 4,137,181 As of December 31, 2014 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 32,459,009 $ 32,459,009 $ $ Restricted cash (1) 1,301,000 1,301,000 Marketable securities (2) 3,569,240 2,009,240 1,560,000 Contingent earn-out (3) 2,602,105 2,602,105 Total at fair value $ 39,931,354 $ 35,769,249 $ $ 4,162,105 (1) Cash, cash equivalents and restricted cash, totaling approximately $28.7 million and $33.8 million as of September 30, 2015 and December 31, 2014, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. (2) Marketable securities as of December 31, 2014 included an investment grade corporate bond for which we determined fair value through quoted market prices. Marketable securities at both periods also include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of September 30, 2015 and December 31, 2014, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure, a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of September 30, 2015, the Company determined that there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. (3) Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Managements assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. The following tables provide a reconciliation of the beginning and ending balance for the Companys assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Contingent Balance December 31, 2014 $ 1,560,000 $ 2,602,105 Change in fair value 20,000 - Purchase accounting adjustment - (144,398 ) Accretion of net present value - 99,474 Balance September 30, 2015 $ 1,580,000 $ 2,557,181 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2015 | |
Stock-based Compensation | |
STOCK-BASED COMPENSATION | 5. STOCK-BASED COMPENSATION The Company estimates the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Companys stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividend yields. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The weighted-average grant date fair value per share of stock option awards granted during the nine months ended September 30, 2015 and 2014 was $0.41 and $0.46, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Nine Months Ended 2015 2014 Expected option lives 3.0 years 3.5 years Expected volatility 35.66 % 35.98 % Risk-free interest rate 0.99 % 1.04 % Expected dividend yield 4.51 % 4.04 % The value of each restricted stock unit awarded is equal to the closing price per share of the Companys Common Stock on the date of grant. The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2015 and 2014 was $2.23 and $2.23, respectively. For both option and restricted stock unit awards, the value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. As of September 30, 2015, there remained 1,807,411 shares available for future awards under the Companys 2007 Performance Incentive Plan (the 2007 Plan). In connection with awards under both the 2007 Plan and awards issued outside of the 2007 Plan, the Company recorded approximately $388 thousand and $1.1 million of noncash stock-based compensation for the three and nine month periods ended September 30, 2015, respectively, as compared to approximately $491 thousand and $1.4 million of noncash stock-based compensation for the three and nine month periods ended September 30, 2014, respectively. As of September 30, 2015, there was approximately $2.3 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 2.0 years. A summary of the activity of the 2007 Plan, and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows: Shares Weighted Aggregate Weighted Awards outstanding at December 31, 2014 4,246,041 $ 1.90 Options granted 37,795 $ 2.27 Options exercised (603 ) $ 1.39 Options forfeited (248,217 ) $ 1.92 Options expired (110,994 ) $ 2.73 Awards outstanding at September 30, 2015 3,924,022 $ 1.88 $ 97 3.07 Awards vested and expected to vest at September 30, 2015 3,850,444 $ 1.88 $ 96 3.07 Awards exercisable at September 30, 2015 2,908,395 $ 1.85 $ 74 2.99 A summary of the activity of the 2007 Plan pertaining to restricted stock unit grants is as follows: Shares Aggregate Weighted Awards outstanding at December 31, 2014 1,205,343 Restricted stock units granted 95,637 Restricted stock units vested (133,126 ) Restricted stock units forfeited (12,501 ) Awards outstanding at September 30, 2015 1,155,353 $ 1,929 2.16 Awards vested and expected to vest at September 30, 2015 1,132,853 $ 1,892 2.07 A summary of the status of the Companys unvested share-based payment awards as of September 30, 2015 and changes in the nine month period then ended, is as follows: Unvested Awards Number of Shares Weighted Average Grant Date Fair Value Shares underlying awards unvested at December 31, 2014 3,181,037 $ 1.16 Shares underlying options granted 37,795 $ 0.41 Shares underlying restricted stock units granted 95,637 $ 2.23 Shares underlying options vested (749,645 ) $ 0.52 Shares underlying restricted stock units vested (133,126 ) $ 2.19 Shares underlying options forfeited (248,217 ) $ 0.50 Shares underlying restricted stock units forfeited (12,501 ) $ 1.70 Shares underlying awards unvested at September 30, 2015 2,170,980 $ 1.42 For the nine months ended September 30, 2015 and 2014, the total fair value of share-based awards vested was approximately $692 thousand and $1.4 million, respectively. For the nine months ended September 30, 2015 and 2014, the total intrinsic value of options exercised was approximately $373 and $64 thousand, respectively. For the nine months ended September 30, 2015 and 2014, approximately 38 thousand and 126 thousand stock options, respectively, were granted, and approximately 1 thousand and 81 thousand stock options, respectively, were exercised yielding approximately $1 thousand and $150 thousand, respectively, of cash proceeds to the Company. Additionally, for the nine months ended September 30, 2015 and 2014, approximately 96 thousand and 471 thousand restricted stock units, respectively, were granted, and approximately 133 thousand and 364 thousand shares, respectively, were issued under restricted stock unit grants. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 6. STOCKHOLDERS EQUITY Treasury Stock In December 2000, the Companys Board of Directors authorized the repurchase of up to $10 million of the Companys Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Companys Board of Directors approved the resumption of the stock repurchase program (the Program) under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, is necessary for the Company to repurchase its Common Stock (except for the purchase or redemption from employees, directors and consultants pursuant to agreements providing us with repurchase rights upon termination of their service with us), unless after such purchase we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference. During the nine-month periods ended September 30, 2015 and 2014, the Company did not purchase any shares of Common Stock under the Program. Since inception of the Program, the Company has purchased a total of 5,453,416 shares of Common Stock at an aggregate cost of approximately $7.3 million. In addition, pursuant to the terms of the Companys 2007 Plan, and certain procedures adopted by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Companys employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through September 30, 2015, the Company had withheld an aggregate of 1,579,705 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 208,270 shares as partial settlement of the working capital and debt adjustment from the acquisition of Corsis Technology Group II LLC and 3,338 shares as partial settlement of the working capital adjustment from the acquisition of Kikucall, Inc. These shares have been recorded as treasury stock. Dividends During the third quarter of 2015 and 2014, the Company paid a quarterly cash dividend of $0.025 per share on its Common Stock and its Series B Preferred Stock on a converted common share basis. The dividend payment totaled approximately $979 thousand and $989 thousand, respectively. When combined with the quarterly cash dividend paid during the first and second quarters of 2015 and 2014, year-to-date dividends totaled approximately $3.0 million and $2.9 million, respectively. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
LEGAL PROCEEDINGS | 7. LEGAL PROCEEDINGS The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material. |
NET INCOME (LOSS) PER SHARE OF
NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE OF COMMON STOCK | 8. NET INCOME (LOSS) PER SHARE OF COMMON STOCK Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a higher net income or lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Companys convertible preferred stock (using the if-converted method). For the three months ended September 30, 2015, approximately 1.7 million unvested restricted stock units and vested and unvested options to purchase common stock were included in the calculation, as their effect would result in a lower net income per share. For the three months ended September 30, 2014, approximately 5.9 million unvested restricted stock units and vested and unvested options to purchase Common Stock, were excluded from the calculation, as their effect would result in a lower net loss per share. For the nine months ended September 30, 2015 and 2014, approximately 3.9 million and 5.9 million unvested restricted stock units and vested and unvested options to purchase Common Stock, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share. The following table reconciles the numerator and denominators for the calculations for the three and nine month periods ended September 30, 2015 and 2014. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 354,326 $ (466,929 ) $ (1,293,746 ) $ (2,234,541 ) Preferred stock cash dividends (96,424 ) (96,424 ) (289,272 ) (289,272 ) Numerator for basic and diluted earnings per share Net income (loss) attributable to common stockholders $ 257,902 $ (563,353 ) $ (1,583,018 ) $ (2,523,813 ) Denominator: Weighted average basic shares outstanding 34,854,472 34,436,335 34,827,678 34,337,597 Weighted average effect of dilutive securities: Employee stock options and restricted stock units 231,281 - - - Weighted average diluted shares outstanding 35,085,753 34,436,335 34,827,678 34,337,597 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ 0.01 $ (0.02 ) $ (0.05 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) attributable to common stockholders $ 0.01 $ (0.02 ) $ (0.05 ) $ (0.07 ) |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES Income tax expense for the three and nine months ended September 30, 2015 was approximately $244 thousand and $731 thousand, respectively, and reflects an effective tax rate of 41% and 130%, respectively. There was no tax expense in the three or nine months ended September 30, 2014. Tax expense for the three months ended September 30, 2015 primarily relates to the recognition of approximately $180 thousand of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of approximately $64 thousand of income tax expense in certain jurisdictions where there are no net operating losses available to offset taxable income. Tax expense for the nine months ended September 30, 2015 primarily relates to the recognition of approximately $541 thousand of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of approximately $190 thousand of income tax expense in certain jurisdictions where there are no net operating losses available to offset taxable income. The Company accounts for its income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. The Company had approximately $149 million of federal and state net operating loss carryforwards as of December 31, 2014, which results in deferred tax assets of approximately $63 million. The Company has a full valuation allowance against its deferred tax assets as management concluded that it was more likely than not that the Company would not realize the benefit of its deferred tax assets by generating sufficient taxable income in future years. The Company expects to continue to provide a full valuation allowance until, or unless, it can sustain a level of profitability that demonstrates its ability to utilize these assets. Subject to potential Section 382 limitations as discussed below, the federal losses are available to offset future taxable income through 2034 and expire from 2019 through 2034. Since the Company does business in various states and each state has its own rules with respect to the number of years losses may be carried forward, the state net operating loss carryforwards expire from 2015 through 2034. The net operating loss carryforward as of December 31, 2014 includes approximately $16 million related to windfall tax benefits for which a benefit would be recorded to additional paid in capital when realized. Based on operating results for the nine months ended September 30, 2015 and nine month projections, management expects to generate a tax loss in 2015 and no tax benefit has been recorded. In accordance with Section 382 of the Internal Revenue Code, the ability to utilize the Companys net operating loss carryforwards could be limited in the event of a change in ownership and as such a portion of the existing net operating loss carryforwards may be subject to limitation. |
BUSINESS CONCENTRATIONS AND CRE
BUSINESS CONCENTRATIONS AND CREDIT RISK | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
BUSINESS CONCENTRATIONS AND CREDIT RISK | 10. BUSINESS CONCENTRATIONS AND CREDIT RISK Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains all of its cash, cash equivalents and restricted cash in seven financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. As of September 30, 2015, the Companys cash, cash equivalents and restricted cash primarily consisted of money market funds and checking accounts. For the three and nine months ended September 30, 2015 and 2014, no individual client accounted for 10% or more of consolidated revenue. As of September 30, 2015, one individual client accounted for more than 10% of our gross accounts receivable balance. As of December 31, 2014, no individual client accounted for more than 10% of our gross accounts receivable balance. The Companys customers are primarily concentrated in the United States and Europe, and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within managements expectations. |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER CHARGES | 11. RESTRUCTURING AND OTHER CHARGES During the year ended December 31, 2012, the Company implemented a targeted reduction in force. Additionally, in assessing the ongoing needs of the organization, the Company elected to discontinue using certain software as a service, consulting and data providers, and elected to write-off certain previously capitalized software development projects. The actions were taken after a review of the Companys cost structure with the goal of better aligning the cost structure with the Companys revenue base. These restructuring efforts resulted in restructuring and other charges of approximately $3.4 million during the year ended December 31, 2012. Additionally, as a result of the Companys acquisition of The Deal, LLC (the Deal) in September 2012, the Company discontinued the use of The Deals office space and implemented a reduction in force to eliminate redundant positions, resulting in restructuring and other charges of approximately $3.5 million during the year ended December 31, 2012. Collectively, these activities are referred to as the 2012 Restructuring. In August 2015, the Company received a one year notice of termination under which the landlord elected to terminate The Deals office space lease. As a result, the Company is no longer obligated to fulfill the original full lease term. As such, the Company recorded an adjustment to its 2012 Restructuring reserve totaling approximately $1.2 million, resulting in a restructuring and other charges credit on the Companys Condensed Consolidated Statements of Operations. Additionally, the Company is entitled to receive a lease termination fee of approximately $583 thousand from the landlord when the office space is vacated. The following table displays the activity of the 2012 Restructuring reserve account during the nine months ended September 30, 2015 and 2014. The remaining balance as of September 30, 2015 relates to the lease for The Deals office space which expires in August 2016. For the Nine Months Ended 2015 2014 Beginning balance $ 1,384,736 $ 1,281,412 Adjustment to prior estimate (1,196,834 ) 143,115 (Payments)/sublease income, net (87,902 ) 13,420 Ending balance $ 100,000 $ 1,437,947 |
OTHER LIABILITIES
OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
OTHER LIABILITIES | 12. OTHER LIABILITIES Other liabilities consist of the following: September 30, December 31, Acquisition contingent earn-out $ 2,557,181 $ 2,602,105 Deferred rent 1,993,348 2,301,999 Restructuring charge - 1,384,736 Deferred revenue 923,471 619,443 Other 1,120 1,892 Total other liabilities $ 5,475,120 $ 6,910,175 |
DESCRIPTION OF THE BUSINESS A19
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | Business TheStreet, Inc., together with its wholly owned subsidiaries (TheStreet, we, us or the Company), is a leading digital financial media company focused on the financial and mergers and acquisitions environment. The Companys collection of digital services provides users, subscribers and advertisers with a variety of content and tools through a range of online, social media, tablet and mobile channels. Our mission is to provide investors and advisors with actionable ideas from the world of investing, finance and business, and dealmakers with sophisticated analysis of the mergers and acquisitions environment, in order to break down information barriers, level the playing field and help all individuals and organizations grow their wealth. With a robust suite of digital services, TheStreet offers the tools and insights needed to make informed decisions about earning, investing, saving and spending money. Since its inception in 1996, TheStreet believes it has distinguished itself from other financial media companies with its journalistic excellence, unbiased approach and interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to the Securities Exchange Act of 1934, as amended (the Exchange Act) and for quarterly reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The financial statements require the use of management estimates and include the accounts of the Company as required by GAAP. The consolidated balance sheet at December 31, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and accompanying notes included in the Companys annual report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on March 5, 2015 (2014 Form 10-K). The Company has evaluated subsequent events for recognition or disclosure. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for interim and annual reporting periods beginning after that date. Early adoption of ASU 2014-09 is permitted but not before the original effective date (annual periods beginning after December 15, 2016). When effective, ASU 2014-09 will use either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Pro forma consolidated financial information | The unaudited pro forma consolidated financial information for the three and nine months ended September 30, 2014 is as follows: For the Three For the Nine Months Total revenue $ 17,186,997 $ 51,415,504 Net income (loss) $ 37,653 $ (1,378,347 ) Basic and diluted net income (loss) per share $ 0.00 $ (0.04 ) |
CASH AND CASH EQUIVALENTS, MA21
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule of cash and cash equivalents, marketable securities and restricted cash | The letters of credit serve as security deposits for the Companys office space in New York City. September 30, 2015 December 31, 2014 Cash and cash equivalents $ 27,541,808 $ 32,459,009 Current and noncurrent marketable securities 1,580,000 3,569,240 Current and noncurrent restricted cash 1,161,250 1,301,000 Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash $ 30,283,058 $ 37,329,249 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities included in our financial statements and measured at fair value | Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of September 30, 2015 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 27,541,808 $ 27,541,808 $ $ Restricted cash (1) 1,161,250 1,161,250 Marketable securities (2) 1,580,000 1,580,000 Contingent earn-out (3) 2,557,181 2,557,181 Total at fair value $ 32,840,239 $ 28,703,058 $ $ 4,137,181 As of December 31, 2014 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 32,459,009 $ 32,459,009 $ $ Restricted cash (1) 1,301,000 1,301,000 Marketable securities (2) 3,569,240 2,009,240 1,560,000 Contingent earn-out (3) 2,602,105 2,602,105 Total at fair value $ 39,931,354 $ 35,769,249 $ $ 4,162,105 (1) Cash, cash equivalents and restricted cash, totaling approximately $28.7 million and $33.8 million as of September 30, 2015 and December 31, 2014, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. (2) Marketable securities as of December 31, 2014 included an investment grade corporate bond for which we determined fair value through quoted market prices. Marketable securities at both periods also include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of September 30, 2015 and December 31, 2014, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure, a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of September 30, 2015, the Company determined that there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. (3) Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Managements assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. |
Company's assets and liabilities measured at fair value using significant unobservable inputs (Level 3) | The following tables provide a reconciliation of the beginning and ending balance for the Companys assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Contingent Balance December 31, 2014 $ 1,560,000 $ 2,602,105 Change in fair value 20,000 - Purchase accounting adjustment - (144,398 ) Accretion of net present value - 99,474 Balance September 30, 2015 $ 1,580,000 $ 2,557,181 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of weighted-average assumptions | Black-Scholes model with the following weighted-average assumptions: For the Nine Months Ended 2015 2014 Expected option lives 3.0 years 3.5 years Expected volatility 35.66 % 35.98 % Risk-free interest rate 0.99 % 1.04 % Expected dividend yield 4.51 % 4.04 % |
Summary stock options activity | A summary of the activity of the 2007 Plan, and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows: Shares Weighted Aggregate Weighted Awards outstanding at December 31, 2014 4,246,041 $ 1.90 Options granted 37,795 $ 2.27 Options exercised (603 ) $ 1.39 Options forfeited (248,217 ) $ 1.92 Options expired (110,994 ) $ 2.73 Awards outstanding at September 30, 2015 3,924,022 $ 1.88 $ 97 3.07 Awards vested and expected to vest at September 30, 2015 3,850,444 $ 1.88 $ 96 3.07 Awards exercisable at September 30, 2015 2,908,395 $ 1.85 $ 74 2.99 |
Summary restricted stock unit grants | A summary of the activity of the 2007 Plan pertaining to restricted stock unit grants is as follows: Shares Aggregate Weighted Awards outstanding at December 31, 2014 1,205,343 Restricted stock units granted 95,637 Restricted stock units vested (133,126 ) Restricted stock units forfeited (12,501 ) Awards outstanding at September 30, 2015 1,155,353 $ 1,929 2.16 Awards vested and expected to vest at September 30, 2015 1,132,853 $ 1,892 2.07 |
Summary of the status of the Company's unvested share-based payment awards | A summary of the status of the Companys unvested share-based payment awards as of September 30, 2015 and changes in the nine month period then ended, is as follows: Unvested Awards Number of Shares Weighted Average Grant Date Fair Value Shares underlying awards unvested at December 31, 2014 3,181,037 $ 1.16 Shares underlying options granted 37,795 $ 0.41 Shares underlying restricted stock units granted 95,637 $ 2.23 Shares underlying options vested (749,645 ) $ 0.52 Shares underlying restricted stock units vested (133,126 ) $ 2.19 Shares underlying options forfeited (248,217 ) $ 0.50 Shares underlying restricted stock units forfeited (12,501 ) $ 1.70 Shares underlying awards unvested at September 30, 2015 2,170,980 $ 1.42 |
NET INCOME (LOSS) PER SHARE O24
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table reconciles the numerator and denominators for the calculations for the three and nine month periods ended September 30, 2015 and 2014. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Basic and diluted net income (loss) per share: Numerator: Net income (loss) $ 354,326 $ (466,929 ) $ (1,293,746 ) $ (2,234,541 ) Preferred stock cash dividends (96,424 ) (96,424 ) (289,272 ) (289,272 ) Numerator for basic and diluted earnings per share Net income (loss) attributable to common stockholders $ 257,902 $ (563,353 ) $ (1,583,018 ) $ (2,523,813 ) Denominator: Weighted average basic shares outstanding 34,854,472 34,436,335 34,827,678 34,337,597 Weighted average effect of dilutive securities: Employee stock options and restricted stock units 231,281 - - - Weighted average diluted shares outstanding 35,085,753 34,436,335 34,827,678 34,337,597 Basic net income (loss) per share: Net income (loss) attributable to common stockholders $ 0.01 $ (0.02 ) $ (0.05 ) $ (0.07 ) Diluted net income (loss) per share: Net income (loss) attributable to common stockholders $ 0.01 $ (0.02 ) $ (0.05 ) $ (0.07 ) |
RESTRUCTURING AND OTHER CHARG25
RESTRUCTURING AND OTHER CHARGES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve activity | The following table displays the activity of the 2012 Restructuring reserve account during the nine months ended September 30, 2015 and 2014. The remaining balance as of September 30, 2015 relates to the lease for The Deals office space which expires in August 2016. For the Nine Months Ended 2015 2014 Beginning balance $ 1,384,736 $ 1,281,412 Adjustment to prior estimate (1,196,834 ) 143,115 (Payments)/sublease income, net (87,902 ) 13,420 Ending balance $ 100,000 $ 1,437,947 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other liabilities | Other liabilities consist of the following: September 30, December 31, Acquisition contingent earn-out $ 2,557,181 $ 2,602,105 Deferred rent 1,993,348 2,301,999 Restructuring charge - 1,384,736 Deferred revenue 923,471 619,443 Other 1,120 1,892 Total other liabilities $ 5,475,120 $ 6,910,175 |
ACQUISITION (Details) - Busines
ACQUISITION (Details) - Business Acquisition, Pro Forma Information - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Total Revenue | $ 17,186,997 | $ 51,415,504 |
Net income (loss) | $ 37,653 | $ (1,378,347) |
Basic and diluted net income (loss) per share | $ 0 | $ (0.04) |
ACQUISITION (Details)
ACQUISITION (Details) - Management Diagnostics Limited [Member] | 1 Months Ended |
Oct. 31, 2014USD ($) | |
Business Acquisition [Line Items] | |
Business Acquisition, Name of Acquired Entity | Management Diagnostics Limited |
Payments to Acquire Businesses, Gross | $ 22,100,000 |
Escrow Deposit | $ 1,500,000 |
Escrow Agreement Secure Indemnity Obligations Period | 24 months |
Business Combination, Consideration Transferred, Liabilities Incurred | $ 5,000,000 |
Warranty Insurance, Policy Limit | $ 5,000,000 |
CASH AND CASH EQUIVALENTS, MA29
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - Cash and cash equivalents - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |||||
Cash and cash equivalents | $ 27,541,808 | $ 32,459,009 | $ 48,275,969 | $ 45,443,759 | |
Current and noncurrent marketable securities | [1] | 1,580,000 | 3,569,240 | ||
Current and noncurrent restricted cash | [2] | 1,161,250 | 1,301,000 | ||
Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash | $ 30,283,058 | $ 37,329,249 | |||
[1] | Marketable securities as of December 31, 2014 includedan investment grade corporate bond for which we determined fair value through quoted market prices. Marketable securities at both periods also include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of September30, 2015 and December 31, 2014, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure, a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of September30, 2015, the Company determined that there was a decline in the fair value of its ARS investments of $270thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | ||||
[2] | Cash, cash equivalents and restricted cash, totaling approximately $28.7 million and $33.8 million as of September 30, 2015 and December 31, 2014, respectively, consist primarilyof money market funds and checking accounts for which we determine fair value through quoted market prices. |
CASH AND CASH EQUIVALENTS, MA30
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Disclosure Text Block Supplement [Abstract] | ||
Cost Basis Of Marketable Securities | $ 1,900,000 | $ 3,900,000 |
Marketable securities fair value | 1,600,000 | $ 3,600,000 |
Cash as collateral for outstanding letters of credit | $ 1,200,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Summary of Assets and Liabilities Measured at Fair Value - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Description: | |||
Cash and cash equivalents | [1] | $ 27,541,808 | $ 32,459,009 |
Restricted cash | [1] | 1,161,250 | 1,301,000 |
Marketable securities | [2] | 1,580,000 | 3,569,240 |
Contingent earn-out | [3] | 2,557,181 | 2,602,105 |
Total at fair value | 32,840,239 | 39,931,354 | |
Level 1 [Member] | |||
Description: | |||
Cash and cash equivalents | [1] | 27,541,808 | 32,459,009 |
Restricted cash | [1] | $ 1,161,250 | 1,301,000 |
Marketable securities | [2] | $ 2,009,240 | |
Contingent earn-out | [3] | ||
Total at fair value | $ 28,703,058 | $ 35,769,249 | |
Level 2 [Member] | |||
Description: | |||
Cash and cash equivalents | [1] | ||
Restricted cash | [1] | ||
Marketable securities | [2] | ||
Contingent earn-out | [3] | ||
Total at fair value | |||
Level 3 [Member] | |||
Description: | |||
Cash and cash equivalents | [1] | ||
Restricted cash | [1] | ||
Marketable securities | [2] | $ 1,580,000 | $ 1,560,000 |
Contingent earn-out | [3] | 2,557,181 | 2,602,105 |
Total at fair value | $ 4,137,181 | $ 4,162,105 | |
[1] | Cash, cash equivalents and restricted cash, totaling approximately $28.7 million and $33.8 million as of September 30, 2015 and December 31, 2014, respectively, consist primarilyof money market funds and checking accounts for which we determine fair value through quoted market prices. | ||
[2] | Marketable securities as of December 31, 2014 includedan investment grade corporate bond for which we determined fair value through quoted market prices. Marketable securities at both periods also include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of September30, 2015 and December 31, 2014, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure, a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of September30, 2015, the Company determined that there was a decline in the fair value of its ARS investments of $270thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | ||
[3] | Contingent earn-outrepresents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Management's assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. |
FAIR VALUE MEASUREMENTS (Deta32
FAIR VALUE MEASUREMENTS (Details) - Summary of Marketable Securities Measured at Fair Value | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Marketable Securities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the period | $ 1,560,000 |
Change in fair value | $ 20,000 |
Purchase accounting adjustment | |
Accretion of net present value | |
Balance at end of the period | $ 1,580,000 |
Contingent Earn-Out [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the period | $ 2,602,105 |
Change in fair value | |
Purchase accounting adjustment | $ (144,398) |
Accretion of net present value | 99,474 |
Balance at end of the period | $ 2,557,181 |
FAIR VALUE MEASUREMENTS (Deta33
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Auction Rate Securities, Noncurrent | $ 1,900,000 | |
Cash, Cash Equivalents, and Restricted Cash | 28,700,000 | $ 33,800,000 |
Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of auction rate securities investment from cost basis | 270,000 | |
Two Municipal Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Auction Rate Securities, Noncurrent | $ 1,600,000 | $ 1,600,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Value of Employee Stock Options on the Date of Grant | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected option lives | 3.0 years | 3.5 years |
Expected volatility | 35.66% | 35.98% |
Risk-free interest rate | 0.99% | 1.04% |
Expected dividend yield | 4.51% | 4.04% |
STOCK-BASED COMPENSATION (Det35
STOCK-BASED COMPENSATION (Details) - Summary of Stock Options Activity - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Options granted | 37,795 | 126,000 |
Options exercised | 603 | 81,000 |
Options forfeited | (248,217) | |
2007 Plan [Member] | ||
Awards outstanding at December 31, 2014 | 4,246,041 | |
Options granted | 37,795 | |
Options exercised | (603) | |
Options forfeited | (248,217) | |
Options expired | (110,994) | |
Awards outstanding at September 30, 2015 | 3,924,022 | |
Awards vested and expected to vest at September 30, 2015 | 3,850,444 | |
Awards exercisable at September 30, 2015 | 2,908,395 | |
Awards outstanding at December 31, 2014 | $ 1.90 | |
Options granted | 2.27 | |
Options exercised | 1.39 | |
Options forfeited | 1.92 | |
Options expired | 2.73 | |
Awards outstanding at September 30, 2015 | 1.88 | |
Awards vested and expected to vest at September 30, 2015 | 1.88 | |
Awards exercisable at September 30, 2015 | $ 1.85 | |
Awards outstanding at September 30, 2015 | $ 97,000 | |
Awards vested and expected to vest at September 30, 2015 | 96,000 | |
Awards exercisable at September 30, 2015 | $ 74,000 | |
Awards outstanding at September 30, 2015 | 3 years 26 days | |
Awards vested and expected to vest at September 30, 2015 | 3 years 26 days | |
Awards exercisable at September 30, 2015 | 2 years 11 months 27 days |
STOCK-BASED COMPENSATION (Det36
STOCK-BASED COMPENSATION (Details) - Summary of Restricted Stock Units Activity - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Restricted stock units granted | 95,637 | 471,000 |
Restricted stock units vested | (133,126) | (364,000) |
Restricted stock units forfeited | 12,501 | |
Restricted Stock Units [Member] | ||
Awards outstanding at December 31, 2014 | 1,205,343 | |
Restricted stock units granted | 95,637 | |
Restricted stock units vested | (133,126) | |
Restricted stock units forfeited | 12,501 | |
Awards outstanding at September 30, 2015 | 1,155,353 | |
Awards vested and expected to vest at September 30, 2015 | 1,132,853 | |
Awards outstanding at September 30, 2015 (in Dollars) | $ 1,929,000 | |
Awards vested and expected to vest at September 30, 2015 (in Dollars) | $ 1,892,000 | |
Awards outstanding at September 30, 2015 | 2 years 1 month 28 days | |
Awards vested and expected to vest at September 30, 2015 | 2 years 26 days |
STOCK-BASED COMPENSATION (Det37
STOCK-BASED COMPENSATION (Details) - Status Of Unvested Share-based Payment Awards - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares underlying awards unvested at December 31, 2014 | 3,181,037 | |
Shares underlying options granted | 37,795 | 126,000 |
Shares underlying restricted stock units granted | 95,637 | 471,000 |
Shares underlying options vested | (749,645) | |
Shares underlying restricted stock units vested | (133,126) | (364,000) |
Shares underlying options forfeited | (248,217) | |
Shares underlying restricted stock units forfeited | (12,501) | |
Shares underlying awards unvested at September 30, 2015 | 2,170,980 | |
Shares underlying awards unvested at December 31, 2014 | $ 1.16 | |
Shares underlying options granted | 0.41 | $ 0.46 |
Shares underlying restricted stock units granted | 2.23 | $ 2.23 |
Shares underlying options vested | 0.52 | |
Shares underlying restricted stock units vested | 2.19 | |
Shares underlying options forfeited | 0.50 | |
Shares underlying restricted stock units forfeited | 1.70 | |
Shares underlying awards unvested at September 30, 2015 | $ 1.42 |
STOCK-BASED COMPENSATION (Det38
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Stock-Based Compensation (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 0.41 | $ 0.46 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 2.23 | $ 2.23 | ||
Share-based Compensation | $ 741,145 | $ 864,059 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 692,000 | 1,400,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 373 | $ 64,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | 37,795 | 126,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 603 | 81,000 | ||
Proceeds from Stock Options Exercised | $ 839 | $ 149,952 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 95,637 | 471,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | 133,126 | 364,000 | ||
Performance Incentive Plan 2007 [Member] | ||||
Stock-Based Compensation (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,807,411 | 1,807,411 | ||
Share-based Compensation | $ 388,000 | $ 491,000 | $ 1,100,000 | $ 1,400,000 |
Unrecognized stock-based compensation expense | $ 2,300,000 | $ 2,300,000 | ||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition In Years | 2 years |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 105 Months Ended | 189 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2000 | |
Class of Stock [Line Items] | |||||||
Stock Repurchase Program, Authorized Amount | $ 10,000,000 | ||||||
Treasury Stock, Shares, Acquired (in Shares) | 5,453,416 | ||||||
Treasury Stock, Value, Acquired, Cost Method | $ 7,300,000 | ||||||
Business Acquisition, Shares Received For Settlement (in Shares) | 1,579,705 | ||||||
Dividends, Cash (in Dollars) | $ 979,000 | $ 989,000 | $ 3,000,000 | $ 2,900,000 | |||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.025 | $ 0.025 | |||||
Convertible Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.025 | $ 0.025 | |||||
Corsis Technology Group IILLC [Member] | |||||||
Class of Stock [Line Items] | |||||||
Business Acquisition, Shares Received For Settlement (in Shares) | 208,270 | ||||||
Kikucall Inc [Member] | |||||||
Class of Stock [Line Items] | |||||||
Business Acquisition, Shares Received For Settlement (in Shares) | 3,338 |
NET INCOME (LOSS) PER SHARE O40
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Details) - Summary of Earnings Per Share Reconcilation - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income (loss) | $ 354,326 | $ (466,929) | $ (1,293,746) | $ (2,234,541) |
Preferred stock cash dividends | (96,424) | (96,424) | (289,272) | (289,272) |
Numerator for basic and diluted earnings per share | ||||
Net income (loss) attributable to common stockholders | $ 257,902 | $ (563,353) | $ (1,583,018) | $ (2,523,813) |
Denominator: | ||||
Weighted average basic shares outstanding | 34,854,472 | 34,436,335 | 34,827,678 | 34,337,597 |
Weighted average effect of dilutive securities: | ||||
Employee stock options and restricted stock units | 231,281 | |||
Weighted average diluted shares outstanding | 35,085,753 | 34,436,335 | 34,827,678 | 34,337,597 |
Basic net income (loss) per share: | ||||
Net income (loss) attributable to common stockholders | $ 0.01 | $ (0.02) | $ (0.05) | $ (0.07) |
Diluted net income (loss) per share: | ||||
Diluted net income (loss) per share: | $ 0.01 | $ (0.02) | $ (0.05) | $ (0.07) |
NET INCOME (LOSS) PER SHARE O41
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,700,000 | 5,900,000 | 3,900,000 | 5,900,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 243,884 | $ 730,916 | |||
Effective tax rate | 41.00% | 130.00% | |||
Tax expense for deferred tax liability | $ 180,000 | $ 541,000 | |||
Income tax expense in certain jurisdictions | $ 64,000 | $ 190,000 | |||
Operating Loss Carryforwards | $ 149,000,000 | ||||
Operating Loss Carryforwards, Windfall Tax Benefits | 16,000,000 | ||||
Deferred tax assets | $ 63,000,000 | ||||
Federal losses are available to offset future taxable income, expiration date | expire from 2019 through 2034 | ||||
Operating Loss Carryforwards, expiration date | Dec. 31, 2034 |
BUSINESS CONCENTRATIONS AND C43
BUSINESS CONCENTRATIONS AND CREDIT RISK (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk, Customer | For the three and ninemonths ended September30, 2015 and 2014, no individual client accounted for 10% or more of consolidated revenue. As of September30, 2015, one individual client accounted for more than 10% of our gross accounts receivable balance. As of December 31, 2014, no individual client accounted for more than 10% of our gross accounts receivable balance. |
RESTRUCTURING AND OTHER CHARG44
RESTRUCTURING AND OTHER CHARGES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | $ (1,221,224) | $ (1,221,224) | ||||
Restructuring Reserve 2012 [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Lease expiration date | Aug. 31, 2016 | |||||
Restructuring Reserve 2012 [Member] | The Deal LLC [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | $ 1,200,000 | $ 3,500,000 | ||||
Lease termination fee | $ 583,000 | |||||
Restructuring Reserve 2012 [Member] | Other Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring Charges | $ 3,400,000 |
RESTRUCTURING AND OTHER CHARG45
RESTRUCTURING AND OTHER CHARGES (Details) - Summary of Restructuring Reserve Activity 2012 - Restructuring Reserve 2012 [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | $ 1,384,736 | $ 1,281,412 |
Adjustment to prior estimate | (1,196,834) | 143,115 |
(Payments)/sublease income, net | (87,902) | 13,420 |
Ending balance | $ 100,000 | $ 1,437,947 |
OTHER LIABILITIES (Details) - S
OTHER LIABILITIES (Details) - Summary of Other Liabilities - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Summary Of Other Liabilities [Abstract] | ||
Acquisition contingent earn-out | $ 2,557,181 | $ 2,602,105 |
Deferred rent | $ 1,993,348 | 2,301,999 |
Restructuring charge | 1,384,736 | |
Deferred revenue | $ 923,471 | 619,443 |
Other | 1,120 | 1,892 |
Total other liabilities | $ 5,475,120 | $ 6,910,175 |