Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | THESTREET, INC. | |
Entity Central Index Key | 1,080,056 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
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 | 35,234,728 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 29,831,758 | $ 28,445,416 |
Accounts receivable, net of allowance for doubtful accounts of $287,984 as of March 31, 2016 and $357,417 as of December 31, 2015 | 3,481,733 | 5,102,464 |
Other receivables, net | 578,549 | 790,148 |
Prepaid expenses and other current assets | 1,161,447 | 1,205,708 |
Restricted cash | 161,250 | 161,250 |
Total current assets | 35,214,737 | 35,704,986 |
Property and equipment, net of accumulated depreciation and amortization of $5,020,356 as of March 31, 2016 and $4,804,411 as of December 31, 2015 | 3,277,008 | 2,773,737 |
Marketable securities | 1,490,000 | 1,590,000 |
Other assets | 322,354 | 329,885 |
Goodwill | 42,869,441 | 43,318,670 |
Other intangibles, net of accumulated amortization of $16,351,971 as of March 31, 2016 and $15,674,328 as of December 31, 2015 | 18,301,648 | 18,674,376 |
Restricted cash | 500,000 | 500,000 |
Total assets | 101,975,188 | 102,891,654 |
Current Liabilities: | ||
Accounts payable | 2,893,769 | 2,494,341 |
Accrued expenses | 5,534,187 | 5,161,981 |
Deferred revenue | 25,942,582 | 24,738,780 |
Other current liabilities | 1,282,416 | 1,235,551 |
Total current liabilities | 35,652,954 | 33,630,653 |
Deferred tax liability | 2,187,021 | 1,906,295 |
Other liabilities | 5,873,767 | 5,360,467 |
Total liabilities | 43,713,742 | 40,897,415 |
Stockholders' Equity | ||
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of March 31, 2016 and December 31, 2015; the aggregate liquidation preference totals $55,000,000 as of March 31, 2016 and December 31, 2015 | 55 | 55 |
Common stock; $0.01 par value; 100,000,000 shares authorized; 42,567,444 shares issued and 35,230,812 shares outstanding as of March 31, 2016, and 42,458,779 shares issued and 35,123,132 shares outstanding as of December 31, 2015 | 425,674 | 424,588 |
Additional paid-in capital | 269,991,552 | 269,524,415 |
Accumulated other comprehensive loss | (2,754,567) | (1,999,026) |
Treasury stock at cost; 7,336,632 shares as of March 31, 2016 and 7,335,647 shares as of December 31, 2015 | (13,057,729) | (13,056,541) |
Accumulated deficit | (196,343,539) | (192,899,252) |
Total stockholders' equity | 58,261,446 | 61,994,239 |
Total liabilities and stockholders' equity | $ 101,975,188 | $ 102,891,654 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $ 287,984 | $ 357,417 |
Accumulated depreciation and amortization (in dollars) | 5,020,356 | 4,804,411 |
Accumulated amortization (in dollars) | $ 16,351,971 | $ 15,674,328 |
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 | 42,567,444 | 42,458,779 |
Common stock, shares outstanding | 35,230,812 | 35,123,132 |
Treasury stock, shares | 7,336,632 | 7,335,647 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net revenue: | ||
Business to business | $ 7,132,800 | $ 7,133,625 |
Business to consumer | 8,936,632 | 9,756,424 |
Total net revenue | 16,069,432 | 16,890,049 |
Operating expense: | ||
Cost of services (exclusive of depreciation and amortization shown separately below) | 7,886,556 | 8,323,691 |
Sales and marketing | 3,884,426 | 4,511,089 |
General and administrative | 5,113,906 | 3,787,871 |
Depreciation and amortization | 943,156 | $ 978,236 |
Restructuring and other charges | 1,380,052 | |
Total operating expense | 19,208,096 | $ 17,600,887 |
Operating loss | (3,138,664) | (710,838) |
Net interest expense | (495) | (33,533) |
Net loss before income taxes | (3,139,159) | (744,371) |
Provision for income taxes | 305,128 | 232,441 |
Net loss | $ (3,444,287) | (976,812) |
Preferred stock cash dividends | 96,424 | |
Net loss attributable to common stockholders | $ (3,444,287) | $ (1,073,236) |
Basic and diluted net loss per share | ||
Net loss attributable to common stockholders | $ (0.10) | $ (0.03) |
Cash dividends declared and paid per common share | $ 0.025 | |
Weighted average basic and diluted shares outstanding | 35,197,955 | 34,779,165 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,444,287) | $ (976,812) |
Foreign currency translation loss | (655,541) | (1,498,599) |
Unrealized loss on marketable securities | (100,000) | (23,756) |
Comprehensive loss | $ (4,199,828) | $ (2,499,167) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (3,444,287) | $ (976,812) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation expense | 363,128 | 373,391 |
Provision for doubtful accounts | (56,454) | 50,013 |
Depreciation and amortization | 943,156 | 978,236 |
Deferred taxes | 280,726 | $ 185,777 |
Restructuring and other charges | 105,113 | |
Deferred rent | 31,830 | $ (81,949) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,661,128 | 1,188,264 |
Other receivables | 210,202 | 16,698 |
Prepaid expenses and other current assets | 40,331 | (549,954) |
Other assets | 4,602 | (215,314) |
Accounts payable | 403,023 | 162,968 |
Accrued expenses | 386,873 | (1,836,116) |
Deferred revenue | 1,385,980 | 1,544,495 |
Other current liabilities | (148,288) | (218,161) |
Other liabilities | 33,159 | 223,146 |
Net cash provided by operating activities | $ 2,200,222 | 844,682 |
Cash Flows from Investing Activities: | ||
Sale and maturity of marketable securities | 2,005,484 | |
Capital expenditures | $ (718,818) | (672,791) |
Net cash (used in) provided by investing activities | (718,818) | 1,332,693 |
Cash Flows from Financing Activities: | ||
Cash dividends paid on common stock | $ (10,221) | (909,106) |
Cash dividends paid on preferred stock | (96,424) | |
Proceeds from the exercise of stock options | 391 | |
Shares withheld on RSU vesting to pay for withholding taxes | $ (1,188) | (10,741) |
Net cash used in financing activities | (11,409) | (1,015,880) |
Effect of exchange rate changes on cash and cash equivalents | (83,653) | 78,081 |
Net increase in cash and cash equivalents | 1,386,342 | 1,239,576 |
Cash and cash equivalents, beginning of period | 28,445,416 | 32,459,009 |
Cash and cash equivalents, end of period | $ 29,831,758 | $ 33,698,585 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
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 independent digital financial information services 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. The Deal, LLC (The Deal), our institutional services platform, provides dealmakers, advisers and institutional investors with director and officer profiles, relationship capital management services, and transactional information pertaining to mergers and acquisitions and other changes in the corporate control environment. 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, 2015 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, 2015, filed with the Securities and Exchange Commission (SEC) on March 9, 2016 (2015 Form 10-K). The Company has evaluated subsequent events for recognition or disclosure. Revenue Presentation on Condensed Consolidated Statements of Operations During the three months ended March 31, 2016, the Company began to report revenue within Business to business and Business to consumer categories rather than Subscription services and Media. Business to business revenue is comprised of subscriptions, licenses and fees for access to director and officer profiles, relationship capital management services, and transactional information pertaining to the mergers and acquisitions environment, rate services, events and other miscellaneous revenue. Business to consumer revenue is comprised of subscriptions, licenses and fees for access to securities investment information and stock market commentary, fees charged for the placement of advertising and sponsorships within TheStreet and its affiliated properties, and other miscellaneous revenue. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five 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 prescribes either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). 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 No. 2015-01, (ASU 2015-01). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply ASU 2015-01 prospectively. A reporting entity may also apply ASU 2015-01 retrospectively to all periods presented in the financial statements. The adoption of ASU 2015-01 did not have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, (ASU 2016-02). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, ("ASU No. 2016-09"). ASU 2016-09 simplifies various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. |
CASH AND CASH EQUIVALENTS, MARK
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH | 2. 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 March 31, 2016 and December 31, 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 $1.5 million and $1.6 million, respectively. With the exception of the ARS, Company policy limits the maximum maturity for any investment to three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss and excluded from net loss as they are deemed temporary. Additionally, as of March 31, 2016 and December 31, 2015, the Company has a total of approximately $661 thousand 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. March 31, 2016 December 31, 2015 Cash and cash equivalents $ 29,831,758 $ 28,445,416 Marketable securities 1,490,000 1,590,000 Current and noncurrent restricted cash 661,250 661,250 Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $ 31,983,008 $ 30,696,666 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). Level 2: Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially). Level 3: Inputs are unobservable inputs that reflect the 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 March 31, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 29,831,758 $ 29,831,758 $ $ Restricted cash (1) 661,250 661,250 Marketable securities (2) 1,490,000 1,490,000 Contingent earn-out (3) 2,623,497 2,623,497 Total at fair value $ 34,606,505 $ 30,493,008 $ $ 4,113,497 As of December 31, 2015 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 28,445,416 $ 28,445,416 $ $ Restricted cash (1) 661,250 661,250 Marketable securities (2) 1,590,000 1,590,000 Contingent earn-out (3) 2,590,339 2,590,339 Total at fair value $ 33,287,005 $ 29,106,666 $ $ 4,180,339 (1) Cash, cash equivalents and restricted cash, totaling approximately $30.5 million and $29.1 million as of March 31, 2016 and December 31, 2015, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. (2) Marketable securities consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.5 million and $1.6 million as of March 31, 2016 and December 31, 2015, 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 March 31, 2016, the Company determined that there was a decline in the fair value of its ARS investments of $360 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 Securities Contingent Earn-Out Balance December 31, 2015 $ 1,590,000 $ 2,590,339 Change in fair value (100,000 ) 33,158 Balance March 31, 2016 $ 1,490,000 $ 2,623,497 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 4. 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 assumptions in the table below represent the weighted-average value of the applicable assumptions used to value stock option awards at their grant date. The weighted-average grant date fair value per share of stock option awards granted during the three months ended March 31, 2016 and 2015 was $0.39 and $0.41, respectively. For the Three Months Ended March 31, 2016 2015 Expected option lives 4.4 years 3.0 years Expected volatility 32.52 % 35.82 % Risk-free interest rate 1.34 % 0.98 % Expected dividend yield 0.00 % 4.44 % 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 three months ended March 31, 2016 and 2015 was $1.45 and $2.30, 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 March 31, 2016, there remained 1,623,119 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 Plan, the Company recorded approximately $468 thousand (inclusive of $105 thousand included in Restructuring and other charges) and $373 thousand of noncash stock-based compensation for the three month periods ended March 31, 2016 and 2015, respectively. As of March 31, 2016, there was approximately $2.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.8 years. A summary of the activity of the 2007 Plan, and awards issued outside of the Plan pertaining to stock option grants is as follows: Shares Underlying Awards Weighted Average Exercise Price Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2015 3,391,607 $ 1.87 Options granted 839,714 $ 1.34 Options exercised - $ - Options cancelled (209 ) $ 2.23 Options expired (75,711 ) $ 2.66 Awards outstanding at March 31, 2016 4,155,401 $ 1.75 $ - 2.96 Awards vested and expected to vest at March 31, 2016 4,091,304 $ 1.75 $ - 2.94 Awards exercisable at March 31, 2016 2,907,403 $ 1.82 $ - 1.92 A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Underlying Awards Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2015 806,324 Restricted stock units granted 231,762 Restricted stock units settled by delivery of Common Stock upon vesting (114,395 ) Restricted stock units cancelled - Awards outstanding at March 31, 2016 923,691 $ 1,145 1.58 Awards expected to vest at March 31, 2016 923,691 $ 1,145 1.58 A summary of the status of the Companys unvested share-based payment awards as of March 31, 2016 and changes in the three 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, 2015 1,473,765 $ 1.44 Shares underlying options granted 839,714 $ 0.39 Shares underlying restricted stock units granted 231,762 $ 1.45 Shares underlying options vested (258,948 ) $ 0.49 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (114,395 ) $ 2.15 Shares underlying options cancelled (209 ) $ 0.67 Shares underlying restricted stock units cancelled - $ - Shares underlying awards unvested at March 31, 2016 2,171,689 $ 1.11 For the three months ended March 31, 2016 and 2015, the total fair value of share-based awards vested was approximately $296 thousand and $427 thousand, respectively. For the three months ended March 31, 2016 and 2015, the total intrinsic value of options exercised was $0 and $205 thousand, respectively (there were no options exercised during the three months ended March 31, 2016). For the three months ended March 31, 2016 and 2015, approximately 840 thousand and 35 thousand stock options, respectively, were granted, and 0 and 281 stock options, respectively, were exercised yielding $0 and $391, respectively, of cash proceeds to the Company. Additionally, for the three months ended March 31, 2016 and 2015, approximately 232 thousand and 78 thousand restricted stock units, respectively, were granted, and approximately 114 thousand and 124 thousand shares, respectively, were issued under restricted stock unit grants. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 5. 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 three-month periods ended March 31, 2016 and 2015, 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 March 31, 2016, the Company had withheld an aggregate of 1,671,608 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 three months ended March 31, 2016, the Companys Board of Directors suspended the payment of a quarterly dividend and will continue to evaluate the uses of its cash in 2016 in connection with planned investments in the business. During the three months ended March 31, 2015, 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 $1.0 million. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
LEGAL PROCEEDINGS | 6. LEGAL PROCEEDINGS The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material. |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE OF COMMON STOCK | 7. NET LOSS PER SHARE OF COMMON STOCK Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Companys convertible preferred stock (using the if-converted method). For the three months ended March 31, 2016 and 2015, approximately 908 thousand and 4.2 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 denominator for the calculation. For the Three Months Ended March 31, 2016 2015 Basic and diluted net loss per share: Numerator: Net loss $ (3,444,287 ) $ (976,812 ) Preferred stock cash dividends - (96,424 ) Numerator for basic and diluted earnings per share Net loss available to common stockholders $ (3,444,287 ) $ (1,073,236 ) Denominator: Weighted average basic and diluted shares outstanding 35,197,955 34,779,165 Basic and diluted net loss per share: Net loss attributable to common stockholders $ (0.10 ) $ (0.03 ) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 8. INCOME TAXES Income tax expense for the three months ended March 31, 2016 was $305,128, as compared to $232,441 for the three months ended March 31, 2015, and reflects an effective tax rate of -10% and -31%, respectively. Income tax expense for the three months ended March 31, 2016 and 2015 primarily relates to the recognition of $281 thousand and $180 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $24 thousand and $52 thousand, respectively, 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, (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 $154 million of federal and state net operating loss carryforwards as of December 31, 2015, which results in deferred tax assets of approximately $69 million. As of March 31, 2016 and 2015, we maintain a full valuation allowance against our deferred tax assets due to our prior history of pre-tax losses and uncertainty about the timing of and ability to generate taxable income in the future and our assessment that the realization of the deferred tax assets did not meet the more likely than not criterion under ASC 740-10. We expect to continue to maintain a full valuation allowance until, or unless, we can sustain a level of profitability that demonstrates our ability to utilize these assets. Subject to potential Section 382 limitations as discussed below, the federal losses are available to offset future taxable income through 2035 and expire from 2019 through 2035. 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 2016 through 2035. The net operating loss carryforward as of December 31, 2015 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 three months ended March 31, 2016 and nine month projections, management expects to generate a tax loss in 2016 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 | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
BUSINESS CONCENTRATIONS AND CREDIT RISK | 9. BUSINESS CONCENTRATIONS AND CREDIT RISK Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains all of its cash, cash equivalents and restricted cash in seven financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. As of March 31, 2016, the Companys cash, cash equivalents and restricted cash primarily consisted of money market funds and checking accounts. For the three months ended March 31, 2016 and 2015, no individual client accounted for 10% or more of consolidated revenue. As of March 31, 2016 and December 31, 2015, 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 | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER CHARGES | 10. RESTRUCTURING AND OTHER CHARGES During the three months ended March 31, 2016, the Company announced the resignation of the Companys President and Chief Executive Officer, who was also a member of the Companys Board of Directors. In connection with this resignation, the Company paid severance, will provide continuing medical coverage for 18 months, and incurred recruiting fees, resulting in restructuring and other charges of approximately $1.4 million. 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. 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 restructuring reserve totaling approximately $1.2 million. Collectively, these activities are referred to as the 2012 Restructuring. The following table displays the activity of the 2012 Restructuring reserve account during the three months ended March 31, 2016 and 2015. The remaining balance as of March 31, 2016 relates to the lease for The Deals office space which expires in August 2016. For the Three Months Ended March 31, 2016 2015 Beginning balance $ 99,309 $ 1,384,736 Adjustment to prior estimate - 8,130 (Payments)/sublease income, net (3,759 ) (66,435 ) Ending balance $ 95,550 $ 1,326,431 |
OTHER LIABILITIES
OTHER LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
OTHER LIABILITIES | 11. OTHER LIABILITIES Other liabilities consist of the following: March 31, 2016 December 31, 2015 Acquisition contingent earn-out $ 2,623,497 $ 2,590,339 Deferred rent 2,274,617 1,870,583 Deferred revenue 910,026 897,453 Other 65,627 2,092 Total other liabilities $ 5,873,767 $ 5,360,467 |
STATE AND MUNICIPAL SALES TAX
STATE AND MUNICIPAL SALES TAX | 3 Months Ended |
Mar. 31, 2016 | |
State And Municipal Sales Tax | |
STATE AND MUNICIPAL SALES TAX | 12 . STATE AND MUNICIPAL SALES TAX In accordance with generally accepted accounting principles, we make a provision for a liability for taxes when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. For a period of time, we did not collect or remit state or municipal sales tax on the charges to our customers for our services, except that we historically complied with New York sales tax. As such, we have a reserve of $1.2 million as of March 31, 2016 as our best estimate of the potential tax exposure for any retroactive assessment. |
DESCRIPTION OF THE BUSINESS A19
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 independent digital financial information services 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. The Deal, LLC (The Deal), our institutional services platform, provides dealmakers, advisers and institutional investors with director and officer profiles, relationship capital management services, and transactional information pertaining to mergers and acquisitions and other changes in the corporate control environment. 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, 2015 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, 2015, filed with the Securities and Exchange Commission (SEC) on March 9, 2016 (2015 Form 10-K). The Company has evaluated subsequent events for recognition or disclosure. |
Revenue Presentation on Condensed Consolidated Statements of Operations | Revenue Presentation on Condensed Consolidated Statements of Operations During the three months ended March 31, 2016, the Company began to report revenue within Business to business and Business to consumer categories rather than Subscription services and Media. Business to business revenue is comprised of subscriptions, licenses and fees for access to director and officer profiles, relationship capital management services, and transactional information pertaining to the mergers and acquisitions environment, rate services, events and other miscellaneous revenue. Business to consumer revenue is comprised of subscriptions, licenses and fees for access to securities investment information and stock market commentary, fees charged for the placement of advertising and sponsorships within TheStreet and its affiliated properties, and other miscellaneous revenue. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five 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 prescribes either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). 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 No. 2015-01, (ASU 2015-01). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply ASU 2015-01 prospectively. A reporting entity may also apply ASU 2015-01 retrospectively to all periods presented in the financial statements. The adoption of ASU 2015-01 did not have a material effect on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, (ASU 2016-02). ASU 2016-02 establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, ("ASU No. 2016-09"). ASU 2016-09 simplifies various aspects related to how share-based payments are accounted for and presented in the consolidated financial statements. The amendments include income tax consequences, the accounting for forfeitures, classification of awards as either equity or liabilities and classification on the statement of cash flows. The guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements. |
CASH AND CASH EQUIVALENTS, MA20
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule Of Cash Cash Equivalents Marketable Securities And Restricted Cash | The letters of credit serve as security deposits for the Companys office space in New York City. March 31, 2016 December 31, 2015 Cash and cash equivalents $ 29,831,758 $ 28,445,416 Marketable securities 1,490,000 1,590,000 Current and noncurrent restricted cash 661,250 661,250 Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $ 31,983,008 $ 30,696,666 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of March 31, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 29,831,758 $ 29,831,758 $ $ Restricted cash (1) 661,250 661,250 Marketable securities (2) 1,490,000 1,490,000 Contingent earn-out (3) 2,623,497 2,623,497 Total at fair value $ 34,606,505 $ 30,493,008 $ $ 4,113,497 As of December 31, 2015 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 28,445,416 $ 28,445,416 $ $ Restricted cash (1) 661,250 661,250 Marketable securities (2) 1,590,000 1,590,000 Contingent earn-out (3) 2,590,339 2,590,339 Total at fair value $ 33,287,005 $ 29,106,666 $ $ 4,180,339 (1) Cash, cash equivalents and restricted cash, totaling approximately $30.5 million and $29.1 million as of March 31, 2016 and December 31, 2015, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. (2) Marketable securities consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.5 million and $1.6 million as of March 31, 2016 and December 31, 2015, 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 March 31, 2016, the Company determined that there was a decline in the fair value of its ARS investments of $360 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. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | 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 Securities Contingent Earn-Out Balance December 31, 2015 $ 1,590,000 $ 2,590,339 Change in fair value (100,000 ) 33,158 Balance March 31, 2016 $ 1,490,000 $ 2,623,497 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The weighted-average grant date fair value per share of stock option awards granted during the three months ended March 31, 2016 and 2015 was $0.39 and $0.41, respectively. For the Three Months Ended March 31, 2016 2015 Expected option lives 4.4 years 3.0 years Expected volatility 32.52 % 35.82 % Risk-free interest rate 1.34 % 0.98 % Expected dividend yield 0.00 % 4.44 % |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the activity of the 2007 Plan, and awards issued outside of the Plan pertaining to stock option grants is as follows: Shares Underlying Awards Weighted Average Exercise Price Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2015 3,391,607 $ 1.87 Options granted 839,714 $ 1.34 Options exercised - $ - Options cancelled (209 ) $ 2.23 Options expired (75,711 ) $ 2.66 Awards outstanding at March 31, 2016 4,155,401 $ 1.75 $ - 2.96 Awards vested and expected to vest at March 31, 2016 4,091,304 $ 1.75 $ - 2.94 Awards exercisable at March 31, 2016 2,907,403 $ 1.82 $ - 1.92 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Underlying Awards Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2015 806,324 Restricted stock units granted 231,762 Restricted stock units settled by delivery of Common Stock upon vesting (114,395 ) Restricted stock units cancelled - Awards outstanding at March 31, 2016 923,691 $ 1,145 1.58 Awards expected to vest at March 31, 2016 923,691 $ 1,145 1.58 |
Schedule Of Unvested Share Based Payment Awards | A summary of the status of the Companys unvested share-based payment awards as of March 31, 2016 and changes in the three 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, 2015 1,473,765 $ 1.44 Shares underlying options granted 839,714 $ 0.39 Shares underlying restricted stock units granted 231,762 $ 1.45 Shares underlying options vested (258,948 ) $ 0.49 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (114,395 ) $ 2.15 Shares underlying options cancelled (209 ) $ 0.67 Shares underlying restricted stock units cancelled - $ - Shares underlying awards unvested at March 31, 2016 2,171,689 $ 1.11 |
NET LOSS PER SHARE OF COMMON 23
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the numerator and denominator for the calculation. For the Three Months Ended March 31, 2016 2015 Basic and diluted net loss per share: Numerator: Net loss $ (3,444,287 ) $ (976,812 ) Preferred stock cash dividends - (96,424 ) Numerator for basic and diluted earnings per share Net loss available to common stockholders $ (3,444,287 ) $ (1,073,236 ) Denominator: Weighted average basic and diluted shares outstanding 35,197,955 34,779,165 Basic and diluted net loss per share: Net loss attributable to common stockholders $ (0.10 ) $ (0.03 ) |
RESTRUCTURING AND OTHER CHARG24
RESTRUCTURING AND OTHER CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule Of Restructuring Reserve Activity | The remaining balance as of March 31, 2016 relates to the lease for The Deals office space which expires in August 2016. For the Three Months Ended March 31, 2016 2015 Beginning balance $ 99,309 $ 1,384,736 Adjustment to prior estimate - 8,130 (Payments)/sublease income, net (3,759 ) (66,435 ) Ending balance $ 95,550 $ 1,326,431 |
OTHER LIABILITIES (Tables)
OTHER LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities | Other liabilities consist of the following: March 31, 2016 December 31, 2015 Acquisition contingent earn-out $ 2,623,497 $ 2,590,339 Deferred rent 2,274,617 1,870,583 Deferred revenue 910,026 897,453 Other 65,627 2,092 Total other liabilities $ 5,873,767 $ 5,360,467 |
CASH AND CASH EQUIVALENTS, MA26
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - Cash and cash equivalents - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |||||
Cash and cash equivalents | $ 29,831,758 | $ 28,445,416 | $ 33,698,585 | $ 32,459,009 | |
Marketable securities | [1] | 1,490,000 | 1,590,000 | ||
Current and noncurrent restricted cash | [2] | 661,250 | 661,250 | ||
Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash | $ 31,983,008 | $ 30,696,666 | |||
[1] | Marketable securities consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.5 million and $1.6 million as of March 31, 2016 and December 31, 2015, 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 March 31, 2016, the Company determined that there was a decline in the fair value of its ARS investments of $360 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. | ||||
[2] | Cash, cash equivalents and restricted cash, totaling approximately $30.5 million and $29.1 million as of March 31, 2016 and December 31, 2015, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. |
CASH AND CASH EQUIVALENTS, MA27
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |||
Cost Basis Of Marketable Securities | $ 1,900,000 | $ 1,900,000 | |
Marketable securities fair value | 1,500,000 | 1,600,000 | |
Restricted Cash and Cash Equivalents | [1] | $ 661,250 | $ 661,250 |
[1] | Cash, cash equivalents and restricted cash, totaling approximately $30.5 million and $29.1 million as of March 31, 2016 and December 31, 2015, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Summary of Assets and Liabilities Measured at Fair Value - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 | |
Description: | |||
Cash and cash equivalents | [1] | $ 29,831,758 | $ 28,445,416 |
Restricted cash | [1] | 661,250 | 661,250 |
Marketable securities | [2] | 1,490,000 | 1,590,000 |
Contingent earn-out | [3] | 2,623,497 | 2,590,339 |
Total at fair value | 34,606,505 | 33,287,005 | |
Level 1 [Member] | |||
Description: | |||
Cash and cash equivalents | [1] | 29,831,758 | 28,445,416 |
Restricted cash | [1] | $ 661,250 | $ 661,250 |
Marketable securities | [2] | ||
Contingent earn-out | [3] | ||
Total at fair value | $ 30,493,008 | $ 29,106,666 | |
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] | $ 1,490,000 | $ 1,590,000 |
Contingent earn-out | [3] | 2,623,497 | 2,590,339 |
Total at fair value | $ 4,113,497 | $ 4,180,339 | |
[1] | Cash, cash equivalents and restricted cash, totaling approximately $30.5 million and $29.1 million as of March 31, 2016 and December 31, 2015, respectively, consist primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. | ||
[2] | Marketable securities consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.5 million and $1.6 million as of March 31, 2016 and December 31, 2015, 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 March 31, 2016, the Company determined that there was a decline in the fair value of its ARS investments of $360 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used both a discounted cash flow and market approach model to determine the estimated fair value of its ARS investments. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | ||
[3] | Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Management's assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. |
FAIR VALUE MEASUREMENTS (Deta29
FAIR VALUE MEASUREMENTS (Details) - Summary of Marketable Securities Measured at Fair Value | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Contingent Earn-Out [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the period | $ 2,590,339 |
Change in fair value | 33,158 |
Balance at end of the period | 2,623,497 |
Marketable Securities [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the period | 1,590,000 |
Change in fair value | (100,000) |
Balance at end of the period | $ 1,490,000 |
FAIR VALUE MEASUREMENTS (Deta30
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash, Cash Equivalents, and Restricted Cash | $ 30,500,000 | $ 29,100,000 |
Two Municipal Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities fair value | 1,500,000 | $ 1,600,000 |
Auction Rate Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $ 360,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Value of Employee Stock Options on the Date of Grant | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected option lives | 4.4 years | 3.0 years |
Expected volatility | 32.52% | 35.82% |
Risk-free interest rate | 1.34% | 0.98% |
Expected dividend yield | 0.00% | 4.44% |
STOCK-BASED COMPENSATION (Det32
STOCK-BASED COMPENSATION (Details) - Summary of Stock Options Activity - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Options granted | 839,714 | 35,000 |
Options exercised | 0 | (281,000) |
Options cancelled | (209) | |
2007 Plan [Member] | ||
Awards outstanding at December 31, 2015 | 3,391,607 | |
Awards outstanding at December 31, 2015 | $ 1.87 | |
Options granted | 839,714 | |
Options granted | $ 1.34 | |
Options exercised | 0 | |
Options exercised | ||
Options cancelled | (209) | |
Options cancelled | $ 2.23 | |
Options expired | (75,711) | |
Options expired | $ 2.66 | |
Awards outstanding at March 31, 2016 | 4,155,401 | |
Awards outstanding at March 31, 2016 | $ 1.75 | |
Awards outstanding at March 31, 2016 | 2 years 11 months 16 days | |
Awards outstanding at March 31, 2016 | ||
Awards vested and expected to vest at March 31, 2016 | 4,091,304 | |
Awards vested and expected to vest at March 31, 2016 | $ 1.75 | |
Awards vested and expected to vest at March 31, 2016 | 2 years 11 months 9 days | |
Awards vested and expected to vest at March 31, 2016 | ||
Awards exercisable at March 31, 2016 | 2,907,403 | |
Awards exercisable at March 31, 2016 | $ 1.82 | |
Awards exercisable at March 31, 2016 | 1 year 11 months 1 day | |
Awards exercisable at March 31, 2016 |
STOCK-BASED COMPENSATION (Det33
STOCK-BASED COMPENSATION (Details) - Summary of Restricted Stock Units Activity - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restricted stock units granted | 231,762 | 78,000 |
Restricted stock units settled by delivery of Common Stock upon vesting | (114,395) | (124,000) |
Restricted stock units cancelled | ||
Restricted Stock Units [Member] | ||
Awards outstanding at December 31, 2015 | 806,324 | |
Restricted stock units granted | 231,762 | |
Restricted stock units settled by delivery of Common Stock upon vesting | (114,395) | |
Restricted stock units cancelled | ||
Awards outstanding at March 31, 2016 | 923,691 | |
Awards outstanding at March 31, 2016 (in Dollars) | $ 1,145 | |
Awards outstanding at March 31, 2016 | 1 year 6 months 29 days | |
Awards vested and expected to vest at March 31, 2016 | 923,691 | |
Awards vested and expected to vest at March 31, 2016 (in Dollars) | $ 1,145 | |
Awards vested and expected to vest at March 31, 2016 | 1 year 6 months 29 days |
STOCK-BASED COMPENSATION (Det34
STOCK-BASED COMPENSATION (Details) - Status Of Unvested Share-based Payment Awards - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares underlying awards unvested at December 31, 2015 | 1,473,765 | |
Shares underlying awards unvested at December 31, 2015 | $ 1.44 | |
Shares underlying options granted | 839,714 | 35,000 |
Shares underlying options granted | $ 0.39 | $ 0.41 |
Shares underlying restricted stock units granted | 231,762 | 78,000 |
Shares underlying restricted stock units granted | $ 1.45 | $ 2.30 |
Shares underlying options vested | (258,948) | |
Shares underlying options vested | $ 0.49 | |
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting | (114,395) | (124,000) |
Shares underlying restricted stock units vested | $ 2.15 | |
Shares underlying options cancelled | (209) | |
Shares underlying options cancelled | $ 0.67 | |
Shares underlying restricted stock units cancelled | ||
Shares underlying restricted stock units cancelled | ||
Shares underlying awards unvested at March 31, 2016 | 2,171,689 | |
Shares underlying awards unvested at March 31, 2016 | $ 1.11 |
STOCK-BASED COMPENSATION (Det35
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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) | $ 0.39 | $ 0.41 |
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) | $ 1.45 | $ 2.30 |
Share-based Compensation | $ 363,128 | $ 373,391 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 296,000 | 427,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0 | $ 205,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | 839,714 | 35,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in Shares) | 0 | 281,000 |
Proceeds from Stock Options Exercised | $ 391 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 231,762 | 78,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | 114,395 | 124,000 |
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 | 1,623,119 | |
Share-based Compensation | $ 468,000 | $ 373,000 |
Unrecognized stock-based compensation expense | $ 2,100,000 | |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition In Years | 1 year 9 months 18 days | |
Restructuring and Other Charges [Member] | ||
Stock-Based Compensation (Details) [Line Items] | ||
Share-based Compensation | $ 105,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 111 Months Ended | 195 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2000 | |
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 10,000,000 | ||||
Treasury Stock, Shares, Acquired (in Shares) | 1,671,608 | 5,453,416 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 7,300,000 | ||||
Dividends, Cash (in Dollars) | $ 1,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.025 | ||||
Convertible Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | $ 0.025 | ||||
Kikucall Inc [Member] | |||||
Class of Stock [Line Items] | |||||
Business Acquisition, Shares Received For Settlement (in Shares) | 3,338 | ||||
Corsis Technology Group IILLC [Member] | |||||
Class of Stock [Line Items] | |||||
Business Acquisition, Shares Received For Settlement (in Shares) | 208,270 |
NET LOSS PER SHARE OF COMMON 37
NET LOSS PER SHARE OF COMMON STOCK (Details) - Summary of Earnings Per Share Reconcilation - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Numerator: | ||
Net loss | $ (3,444,287) | $ (976,812) |
Preferred stock cash dividends | (96,424) | |
Numerator for basic and diluted earnings per share | ||
Net loss available to common stockholders | $ (3,444,287) | $ (1,073,236) |
Denominator: | ||
Weighted average basic and diluted shares outstanding | 35,197,955 | 34,779,165 |
Basic and diluted net loss per share: | ||
Net loss attributable to common stockholders | $ (0.10) | $ (0.03) |
NET LOSS PER SHARE OF COMMON 38
NET LOSS PER SHARE OF COMMON STOCK (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 908,000 | 4,200,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Taxes [Line Items] | |||
Income tax expense | $ 305,128 | $ 232,441 | |
Effective tax rate | 10.00% | 31.00% | |
Deferred tax liability | $ 281,000 | $ 180,000 | |
Income tax expense in certain jurisdictions | $ 24,000 | $ 52,000 | |
Operating Loss Carryforwards, Windfall Tax Benefits | $ 16,000,000 | ||
Federal net operating loss carryforwards [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 154,000,000 | ||
Deferred tax assets | 69,000,000 | ||
Operating Loss Carryforwards, expiration date | expire from 2019 through 2035 | ||
State net operating loss carryforwards [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 154,000,000 | ||
Deferred tax assets | $ 69,000,000 | ||
Operating Loss Carryforwards, expiration date | expire from 2016 through 2035 |
BUSINESS CONCENTRATIONS AND C40
BUSINESS CONCENTRATIONS AND CREDIT RISK (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Concentration Risk, Customer | For the three months ended March 31, 2016 and 2015, no individual client accounted for 10% or more of consolidated revenue. As of March 31, 2016 and December 31, 2015, no individual client accounted for more than 10% of our gross accounts receivable balance. | ||
Revenue [Member] | |||
Concentration Risk, Percentage | 10.00% | 10.00% | |
Accounts Receivable [Member] | |||
Concentration Risk, Percentage | 10.00% | 10.00% |
RESTRUCTURING AND OTHER CHARG41
RESTRUCTURING AND OTHER CHARGES (Details) - Summary of Restructuring Reserve Activity 2012 - Restructuring Reserve 2012 [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning balance | $ 99,309 | $ 1,384,736 |
Adjustment to prior estimate | 8,130 | |
(Payments)/sublease income, net | $ (3,759) | (66,435) |
Ending balance | $ 95,550 | $ 1,326,431 |
RESTRUCTURING AND OTHER CHARG42
RESTRUCTURING AND OTHER CHARGES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 1,380,052 | |||
Restructuring Reserve 2012 [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 1,200,000 | $ 1,400,000 | ||
Lease expiration date | Aug. 31, 2016 | |||
Other Restructuring [Member] | Restructuring Reserve 2012 [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 3,400,000 | |||
The Deal LLC [Member] | Restructuring Reserve 2012 [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 3,500,000 |
OTHER LIABILITIES (Details) - S
OTHER LIABILITIES (Details) - Summary of Other Liabilities - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ||
Acquisition contingent earn-out | $ 2,623,497 | $ 2,590,339 |
Deferred rent | 2,274,617 | 1,870,583 |
Deferred revenue | 910,026 | 897,453 |
Other | 65,627 | 2,092 |
Total other liabilities | $ 5,873,767 | $ 5,360,467 |
STATE AND MUNICIPAL SALES TAX (
STATE AND MUNICIPAL SALES TAX (Details Narrative) | Mar. 31, 2016USD ($) |
State And Municipal Sales Tax | |
Reserve for state and municipal sales tax | $ 1,200,000 |