TheStreet 10-Q 2 Nov 16 2016 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 31, 2016
Document And Entity Information
Entity Registrant Name	THESTREET, INC.
Entity Central Index Key	1,080,056
Document Type	10-Q
Trading Symbol	TST
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		35,255,824
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets:
Cash and cash equivalents	$ 23,945,895	$ 28,445,416
Accounts receivable, net of allowance for doubtful accounts of $276,825 as of September 30, 2016 and $357,417 as of December 31, 2015	3,552,972	5,102,464
Other receivables, net	517,800	790,148
Prepaid expenses and other current assets	1,581,979	1,205,708
Restricted cash		161,250
Total current assets	29,598,646	35,704,986
Noncurrent Assets:
Property and equipment, net of accumulated depreciation and amortization of $5,435,212 as of September 30, 2016 and $4,804,411 as of December 31, 2015	3,545,468	2,773,737
Marketable securities	1,490,000	1,590,000
Other assets	312,228	329,885
Goodwill	41,421,352	43,318,670
Other intangible assets, net of accumulated amortization of $17,787,509 as of September 30, 2016 and $15,674,328 as of December 31, 2015	17,203,219	18,674,376
Restricted cash	500,000	500,000
Total Assets	94,070,913	102,891,654
Current Liabilities:
Accounts payable	2,526,237	2,494,341
Accrued expenses	5,032,398	5,161,981
Deferred revenue	23,069,272	24,738,780
Other current liabilities	916,970	1,235,551
Total current liabilities	31,544,877	33,630,653
Noncurrent Liabilities:
Deferred tax liability	2,748,471	1,906,295
Other noncurrent liabilities	5,342,857	5,360,467
Total liabilities	39,636,205	40,897,415
Stockholders' Equity
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of September 30, 2016 and December 31, 2015; the aggregate liquidation preference totals $55,000,000 as of September 30, 2016 and December 31, 2015	55	55
Common stock; $0.01 par value; 100,000,000 shares authorized; 42,594,746 shares issued and 35,254,962 shares outstanding as of September 30, 2016, and 42,458,779 shares issued and 35,123,132 shares outstanding as of December 31, 2015	425,947	424,588
Additional paid-in capital	270,780,194	269,524,415
Accumulated other comprehensive loss	(4,934,699)	(1,999,026)
Treasury stock at cost; 7,339,784 shares as of September 30, 2016 and 7,335,647 shares as of December 31, 2015	(13,061,598)	(13,056,541)
Accumulated deficit	(198,775,191)	(192,899,252)
Total stockholders' equity	54,434,708	61,994,239
Total liabilities and stockholders' equity	$ 94,070,913	$ 102,891,654

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts on accounts receivable	$ 276,825	$ 357,417
Accumulated depreciation and amortization on property and equipment	5,435,212	4,804,411
Accumulated amortization on other intangibles	$ 17,787,509	$ 15,674,328
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	5,500	5,500
Preferred stock, outstanding	5,500	5,500
Preferred stock, aggregate liquidation preference	$ 55,000,000	$ 55,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	42,594,746	42,458,779
Common stock, oustanding	35,254,962	35,123,132
Treasury stock, shares	7,339,784	7,335,647

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Revenue:
Business to business	$ 7,215,910	$ 7,174,471	$ 21,879,869	$ 21,575,657
Business to consumer	7,997,944	9,487,173	25,695,944	29,112,955
Total net revenue	15,213,854	16,661,644	47,575,813	50,688,612
Operating expense:
Cost of services (exclusive of depreciation and amortization shown separately below)	7,924,852	8,707,353	23,956,285	25,617,022
Sales and marketing	3,736,815	3,703,463	11,634,402	12,328,229
General and administrative	3,937,226	3,773,790	12,930,523	11,245,280
Depreciation and amortization	1,080,651	1,069,161	2,996,121	3,184,839
Restructuring and other charges	(582,519)	(1,221,224)	960,491	(1,221,224)
Total operating expense	16,097,025	16,032,543	52,477,822	51,154,146
Operating (loss) income	(883,171)	629,101	(4,902,009)	(465,534)
Net interest expense	(12,179)	(30,891)	(24,273)	(97,296)
Net (loss) income before income taxes	(895,350)	598,210	(4,926,282)	(562,830)
Provision for income taxes	325,781	243,884	949,657	730,916
Net (loss) income	(1,221,131)	354,326	(5,875,939)	(1,293,746)
Preferred stock cash dividends		96,424		289,272
Net (loss) income attributable to common stockholders	$ (1,221,131)	$ 257,902	$ (5,875,939)	$ (1,583,018)
Net (loss) income per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.03)	$ 0.01	$ (0.17)	$ (0.05)
Diluted (in dollars per share)	(0.03)	0.01	(0.17)	(0.05)
Cash dividends declared and paid per common share (in dollars per share)		$ 0.025		$ 0.075
Weighted average basic shares outstanding	35,253,930	34,854,472	35,228,863	34,827,678
Effect of dilutive securities:
Employee stock options and restricted stock units		231,281
Weighted average diluted shares outstanding (in shares)	35,253,930	35,085,753	35,228,863	34,827,678

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (1,221,131)	$ 354,326	$ (5,875,939)	$ (1,293,746)
Foreign currency translation loss	(630,567)	(798,960)	(2,835,673)	(1,280,067)
Unrealized gain (loss) on marketable securities	20,000	85,992	(100,000)	23,042
Comprehensive loss	$ (1,831,698)	$ (358,642)	$ (8,811,612)	$ (2,550,771)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities:
Net loss	$ (5,875,939)	$ (1,293,746)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	1,152,025	1,129,257
(Recovery of) provision for doubtful accounts	(13,892)	172,066
Depreciation and amortization	2,996,121	3,184,839
Deferred taxes	842,176	541,323
Restructuring and other charges	105,113
Deferred rent	(547,350)	(245,849)
Changes in operating assets and liabilities:
Accounts receivable	1,465,800	185,448
Other receivables	266,451	(16,581)
Prepaid expenses and other current assets	(393,861)	(430,655)
Other assets	3,999	(57,629)
Accounts payable	40,502	(235,941)
Accrued expenses	(38,541)	(1,881,059)
Deferred revenue	(1,404,244)	(772,343)
Other current liabilities	(208,328)	(377,494)
Other liabilities	99,475	(1,401,092)
Net cash used in operating activities	(1,510,493)	(1,499,456)
Cash Flows from Investing Activities:
Sale and maturity of marketable securities		2,005,484
Adjustment to purchase of Management Diagnostics Limited		50,494
Restricted cash	161,250	139,750
Capital expenditures	(2,707,638)	(2,688,194)
Net cash used in investing activities	(2,546,388)	(492,466)
Cash Flows from Financing Activities:
Cash dividends paid on common stock	(12,492)	(2,663,771)
Cash dividends paid on preferred stock		(289,272)
Proceeds from the exercise of stock options		839
Shares withheld on RSU vesting to pay for withholding taxes	(5,057)	(11,211)
Net cash used in financing activities	(17,549)	(2,963,415)
Effect of foreign exchange rate changes on cash and cash equivalents	(425,091)	38,136
Net decrease in cash and cash equivalents	(4,499,521)	(4,917,201)
Cash and cash equivalents, beginning of period	28,445,416	32,459,009
Cash and cash equivalents, end of period	$ 23,945,895	$ 27,541,808

DESCRIPTION OF THE BUSINESS AND

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 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 financial news and information company providing business and financial news, market data, investing ideas and analysis to personal and institutional investors worldwide. The Company's 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. The Company's portfolio of consumer focused brands includes TheStreet, RealMoney and Action Alerts PLUS, providing personal business and financial news and information. The Company's portfolio of institutional focused brands includes The Deal, providing intraday coverage of mergers and acquisitions and all other changes in corporate control, BoardEx, providing dealmakers, advisers and institutional investors with director and officer profiles and relationship capital management services, and RateWatch, primarily utilized by the banking industry providing up-to-date rate information in several key price-setting areas, including deposits, loans and fees. Unaudited Interim Financial Statements The interim consolidated balance sheet as of September 30, 2016, the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2016 and 2015 and the consolidated statements of cash flows for the nine months ended September 30, 2016 and 2015 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of September 30, 2016 and its results of consolidated operations, comprehensive income and cash flows for the three and nine months ended September 30, 2016 and 2015. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016 or for any other future annual or interim period. There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 9, 2016. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The Company has evaluated subsequent events for recognition or disclosure. 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. Prior period amounts have been reclassified to conform to current period presentation. Business to business revenue is primarily comprised of subscriptions, licenses and fees for access to the Company’s institutional products, including 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 primarily comprised of subscriptions, licenses and fees for access to the Company’s personal finance products, including securities investment information and stock market commentary, as well as the fees charged for the purchase and placement of advertising and sponsorships across the Company’s digital network and events along with 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 February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting

CASH AND CASH EQUIVALENTS, MARK

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH	9 Months Ended
	Sep. 30, 2016
Cash and Cash Equivalents [Abstract]
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH	2. CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH The Company’s cash, cash equivalents and restricted cash primarily consist of money market funds and checking accounts. As of September 30, 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 September 30, 2016 and December 31, 2015, the Company has a total of approximately $500 thousand and $661 thousand, respectively, 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 Company’s office space in New York City. September 30, 2016 December 31, 2015 Cash and cash equivalents $ 23,945,895 $ 28,445,416 Marketable securities 1,490,000 1,590,000 Current and noncurrent restricted cash 500,000 661,250 Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $ 25,935,895 $ 30,696,666

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 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 entity’s 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, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 23,945,895 $ 23,945,895 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,490,000 — — 1,490,000 Contingent earn-out (3) 2,689,813 — — 2,689,813 Total at fair value $ 28,625,708 $ 24,445,895 $ — $ 4,179,813 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 $24.4 million and $29.1 million as of September 30, 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 September 30, 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 September 30, 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, which was acquired by the Company in October 2014, which earn-out payments are based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on the Company’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. The following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Contingent Balance December 31, 2015 $ 1,590,000 $ 2,590,339 Change in fair value (100,000 ) 99,474 Balance September 30, 2016 $ 1,490,000 $ 2,689,813

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 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 Company’s 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 nine months ended September 30, 2016 and 2015 was $0.37 and $0.41, respectively. For the Nine Months Ended 2016 2015 Expected option lives 4.5 years 3.0 years Expected volatility 34.78 % 35.66 % Risk-free interest rate 1.11 % 0.99 % Expected dividend yield 0.00 % 4.51 % The value of each restricted stock unit awarded is equal to the closing price per share of the Company’s Common Stock on the date of grant. The weighted-average grant date fair value per share of restricted stock units granted during the nine months ended September 30, 2016 and 2015 was $1.30 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, 2016, there remained 1.1 million shares available for future awards under the Company’s 2007 Performance Incentive Plan (the “2007 Plan”). In connection with awards under both the 2007 Plan and awards issued outside of the Plan as inducement grants to new hires, the Company recorded approximately $407 thousand and $1.3 million (inclusive of approximately $105 thousand included in restructuring and other charges) of noncash stock-based compensation for the three and nine month periods ended September 30, 2016, respectively, as compared to 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 of September 30, 2016, there was approximately $2.4 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.9 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 Weighted Aggregate Weighted Awards outstanding at December 31, 2015 3,391,607 $ 1.87 Options granted 2,934,358 $ 1.23 Options exercised - $ - Options forfeited (87,666 ) $ 1.96 Options expired (451,566 ) $ 1.92 Awards outstanding at September 30, 2016 5,786,733 $ 1.54 $ 0 4.07 Awards vested and expected to vest at September 30, 2016 5,694,443 $ 1.54 $ 0 4.04 Awards exercisable at September 30, 2016 2,656,345 $ 1.83 $ 0 1.45 A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Aggregate Weighted Awards outstanding at December 31, 2015 806,324 Restricted stock units granted 557,586 Restricted stock units settled by delivery of Common Stock upon vesting (135,967 ) Restricted stock units forfeited (34,870 ) Awards outstanding at September 30, 2016 1,193,073 $ 1,312 1.47 Awards expected to vest at September 30, 2016 1,180,473 $ 1,299 1.38 A summary of the status of the Company’s unvested share-based payment awards as of September 30, 2016 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, 2015 1,473,765 $ 1.44 Shares underlying options granted 2,934,358 $ 0.37 Shares underlying restricted stock units granted 557,586 $ 1.30 Shares underlying options vested (383,745 ) $ 0.51 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (135,967 ) $ 2.05 Shares underlying options forfeited (87,666 ) $ 0.58 Shares underlying restricted stock units cancelled (34,870 ) $ 1.39 Shares underlying awards unvested at September 30, 2016 4,323,461 $ 0.78 For the nine months ended September 30, 2016 and 2015, the total fair value of share-based awards vested was approximately $389 thousand and $692 thousand, respectively. For the nine months ended September 30, 2016 and 2015, the total intrinsic value of options exercised was $0 and $373, respectively (there were no options exercised during the nine months ended September 30, 2016). For the nine months ended September 30, 2016 and 2015, approximately 2.9 million and 38 thousand stock options, respectively, were granted, and 0 and approximately 1 thousand stock options, respectively, were exercised yielding $0 and approximately $1 thousand, respectively, of cash proceeds to the Company. Additionally, for the nine months ended September 30, 2016 and 2015, approximately 558 thousand and 96 thousand restricted stock units, respectively, were granted, and approximately 136 thousand and 133 thousand shares, respectively, were issued under restricted stock unit grants.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	5. STOCKHOLDERS’ EQUITY Treasury Stock In December 2000, the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Company’s Board of Directors approved the resumption of the stock repurchase program (the “Program”) under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, is necessary for the Company to repurchase its Common Stock (except for the purchase or redemption from employees, directors and consultants pursuant to agreements providing us with repurchase rights upon termination of their service with us), unless after such purchase we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference. During the nine-month periods ended September 30, 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 Company’s 2007 Plan, and certain procedures approved by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through September 30, 2016, the Company had withheld an aggregate of 1,674,760 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. Dividends Beginning with the first quarter of 2016, the Company’s Board of Directors suspended the payment of a quarterly dividend and will continue to evaluate the uses of its cash in connection with planned investments in the business. During the three months ended September 30, 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 $979 thousand. When combined with the quarterly cash dividend paid during the first and second quarters of 2015, dividend payments totaled approximately $3.0 million.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	6. LEGAL PROCEEDINGS Currently, we are not a party to any material active litigation. In the ordinary course of our business, we are subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	9 Months Ended
	Sep. 30, 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 Company’s convertible preferred stock (using the if-converted method). For the three months ended September 30, 2016 and 2015, approximately 1.4 million and 1.7 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. For the nine months ended September 30, 2016 and 2015, approximately 1.2 million and 3.9 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 denominator for the calculation. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Basic and diluted net loss per share: Numerator: Net (loss) income $ (1,221,131 ) $ 354,326 $ (5,875,939 ) $ (1,293,746 ) Preferred stock cash dividends - (96,424 ) - (289,272 ) Numerator for basic and diluted earnings per share Net (loss) income attributable to common stockholders $ (1,221,131 ) $ 257,902 $ (5,875,939 ) $ (1,583,018 ) Denominator: Weighted average basic shares outstanding 35,253,930 34,854,472 35,228,863 34,827,678 Weighted average effect of dilutive securities: Employee stock options and restricted stock units - 231,281 - - Weighted average diluted shares outstanding 35,253,930 35,085,753 35,228,863 34,827,678 Basic net (loss) income per share: Net (loss) income attributable to common stockholders $ (0.03 ) $ 0.01 $ (0.17 ) $ (0.05 ) Diluted net (loss) income per share: Net (loss) income attributable to common stockholders $ (0.03 ) $ 0.01 $ (0.17 ) $ (0.05 )

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	8. INCOME TAXES Income tax expense for the three and nine months ended September 30, 2016 was approximately $326 thousand and $950 thousand, respectively, and reflects an effective tax rate of -36% and -19%, respectively, as compared to approximately $244 thousand and $731 thousand, respectively, for the three and nine months ended September 30, 2015, reflecting an effective tax rate of 41% and -130%, respectively. Income tax expense for the three and nine months ended September 30, 2016 primarily relates to the recognition of $281 thousand and $842 thousand, respectively, of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of $45 thousand and $108 thousand, respectively, of income tax expense in certain jurisdictions where there are no net operating losses available to offset taxable income. Income tax expense for the three and nine months ended September 30, 2015 primarily relates to the recognition of $180 thousand and $541 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 $64 thousand and $190 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, Income Taxes 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 nine months ended September 30, 2016 and three 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 Company’s 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, 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 September 30, 2016, the Company’s cash, cash equivalents and restricted cash primarily consisted of money market funds and checking accounts. For the three and nine months ended September 30, 2016 and 2015, no individual client accounted for 10% or more of consolidated revenue. As of September 30, 2016 and December 31, 2015, no individual client accounted for more than 10% of our gross accounts receivable balance. The Company’s customers are primarily concentrated in the United States and Europe, and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within management’s expectations.

RESTRUCTURING AND OTHER CHARGES

RESTRUCTURING AND OTHER CHARGES	9 Months Ended
	Sep. 30, 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 Company’s President and Chief Executive Officer, who was also a member of the Company’s Board of Directors. In connection with this resignation, the Company paid severance, will provide continuing medical coverage for 18 months, and incurred recruiting fees, resulting in restructuring and other charges of approximately $1.5 million. The following table displays the activity of the restructuring reserve account during the nine months ended September 30, 2016. Total Charges $ 1,543,010 Payments To-Date (1,515,142 ) Ending Balance $ 27,868 During the year ended December 31, 2012, the Company implemented a targeted reduction in force. Additionally, in assessing the ongoing needs of the organization, the Company elected to discontinue using certain software as a service, consulting and data providers, and elected to write-off certain previously capitalized software development projects. The actions were taken after a review of the Company’s cost structure with the goal of better aligning the cost structure with the Company’s revenue base. These restructuring efforts resulted in restructuring and other charges of approximately $3.4 million during the year ended December 31, 2012. Additionally, as a result of the Company’s acquisition of The Deal, LLC (“The Deal”) in September 2012, the Company discontinued the use of The Deal’s office space and implemented a reduction in force to eliminate redundant positions, resulting in restructuring and other charges of approximately $3.5 million during the year ended December 31, 2012. In August 2015, the Company received a one year notice of termination under which the landlord elected to terminate The Deal’s office space lease. As a result, the Company was no longer obligated to fulfill the original full lease term. As such, the Company recorded an adjustment to its restructuring reserve totaling approximately $1.2 million during the three months ended September 30, 2015, respectively, and also received a lease termination fee of approximately $583 thousand from the landlord when the office space was vacated in August 2016, resulting in a restructuring and other charges credit on the Company’s Condensed Consolidated Statements of Operations. Collectively, these activities are referred to as the “2012 Restructuring”. The following table displays the activity of the 2012 Restructuring reserve account during the nine months ended September 30, 2016 and 2015. For the Nine Months Ended 2016 2015 Beginning balance $ 99,309 $ 1,384,736 Adjustment to prior estimate - (1,196,834 ) (Payments)/sublease income, net (77,609 ) (87,902 ) Ending balance $ 21,700 $ 100,000

OTHER LIABILITIES

OTHER LIABILITIES	9 Months Ended
	Sep. 30, 2016
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
OTHER LIABILITIES	11. OTHER LIABILITIES Other liabilities consist of the following: September 30, 2016 December 31, 2015 Acquisition contingent earn-out $ 2,689,813 $ 2,590,339 Deferred rent 2,020,743 1,870,583 Deferred revenue 587,229 897,453 Other 45,072 2,092 Total other liabilities $ 5,342,857 $ 5,360,467

STATE AND MUNICIPAL SALES TAX

STATE AND MUNICIPAL SALES TAX	9 Months Ended
	Sep. 30, 2016
Income Tax Disclosure [Abstract]
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 in certain states which may be required, except that we historically complied with New York sales tax. As such, we are currently conducting a review of these matters, and we have a reserve of $1.2 million included within accrued expenses as of September 30, 2016 as our best estimate of the potential tax exposure for any unresolved retroactive assessment.

DESCRIPTION OF THE BUSINESS A19

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 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 financial news and information company providing business and financial news, market data, investing ideas and analysis to personal and institutional investors worldwide. The Company’s 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. The Company's portfolio of business and personal finance brands includes: TheStreet, RealMoney and Action Alerts PLUS. While The Deal, LLC (“The Deal”), the Company's institutional business, provides intraday coverage of mergers and acquisitions and all other changes in corporate control, the Company’s BoardEx product provides dealmakers, advisers and institutional investors with director and officer profiles and relationship capital management services. Additionally, RateWatch, primarily utilized by the banking industry, is a leading provider of up-to-date rate information in several key price-setting areas, including deposits, loans and fees.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The interim consolidated balance sheet as of September 30, 2016, the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2016 and 2015 and the consolidated statements of cash flows for the nine months ended September 30, 2016 and 2015 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of September 30, 2016 and its results of consolidated operations, comprehensive income and cash flows for the three and nine months ended September 30, 2016 and 2015. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2016 or for any other future annual or interim period. There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 9, 2016. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The Company has evaluated subsequent events for recognition or disclosure.
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. Prior period amounts have been reclassified to conform to current period presentation. Business to business revenue is primarily comprised of subscriptions, licenses and fees for access to the Company’s institutional products, including 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 primarily comprised of subscriptions, licenses and fees for access to the Company’s personal finance products, including securities investment information and stock market commentary, as well as the fees charged for the purchase and placement of advertising and sponsorships across the Company’s digital network and events along with 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 February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting

CASH AND CASH EQUIVALENTS, MA20

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Tables)	9 Months Ended
	Sep. 30, 2016
Cash and Cash Equivalents [Abstract]
Schedule of cash and cash equivalents marketable securities and restricted cash	September 30, 2016 December 31, 2015 Cash and cash equivalents $ 23,945,895 $ 28,445,416 Marketable securities 1,490,000 1,590,000 Current and noncurrent restricted cash 500,000 661,250 Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash $ 25,935,895 $ 30,696,666

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Schedule of fair value measurements based on valuation technique	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, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 23,945,895 $ 23,945,895 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,490,000 — — 1,490,000 Contingent earn-out (3) 2,689,813 — — 2,689,813 Total at fair value $ 28,625,708 $ 24,445,895 $ — $ 4,179,813 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 $24.4 million and $29.1 million as of September 30, 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 September 30, 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 September 30, 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, which was acquired by the Company in October 2014, which earn-out payments are based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on the Company’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.
Schedule of assets and liabilities fair value using significant unobservable inputs (Level 3)	The following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Contingent Balance December 31, 2015 $ 1,590,000 $ 2,590,339 Change in fair value (100,000 ) 99,474 Balance September 30, 2016 $ 1,490,000 $ 2,689,813

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of valuation assumptions	For the Nine Months Ended 2016 2015 Expected option lives 4.5 years 3.0 years Expected volatility 34.78 % 35.66 % Risk-free interest rate 1.11 % 0.99 % Expected dividend yield 0.00 % 4.51 %
Schedule of stock option 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 Weighted Aggregate Weighted Awards outstanding at December 31, 2015 3,391,607 $ 1.87 Options granted 2,934,358 $ 1.23 Options exercised - $ - Options forfeited (87,666 ) $ 1.96 Options expired (451,566 ) $ 1.92 Awards outstanding at September 30, 2016 5,786,733 $ 1.54 $ 0 4.07 Awards vested and expected to vest at September 30, 2016 5,694,443 $ 1.54 $ 0 4.04 Awards exercisable at September 30, 2016 2,656,345 $ 1.83 $ 0 1.45
Schedule of restricted stock units	A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Aggregate Weighted Awards outstanding at December 31, 2015 806,324 Restricted stock units granted 557,586 Restricted stock units settled by delivery of Common Stock upon vesting (135,967 ) Restricted stock units forfeited (34,870 ) Awards outstanding at September 30, 2016 1,193,073 $ 1,312 1.47 Awards expected to vest at September 30, 2016 1,180,473 $ 1,299 1.38
Schedule of unvested awards	A summary of the status of the Company’s unvested share-based payment awards as of September 30, 2016 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, 2015 1,473,765 $ 1.44 Shares underlying options granted 2,934,358 $ 0.37 Shares underlying restricted stock units granted 557,586 $ 1.30 Shares underlying options vested (383,745 ) $ 0.51 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (135,967 ) $ 2.05 Shares underlying options forfeited (87,666 ) $ 0.58 Shares underlying restricted stock units cancelled (34,870 ) $ 1.39 Shares underlying awards unvested at September 30, 2016 4,323,461 $ 0.78

NET LOSS PER SHARE OF COMMON 23

NET LOSS PER SHARE OF COMMON STOCK (Tables)	9 Months Ended
	Sep. 30, 2016
Earnings Per Share [Abstract]
Schedule of net loss per share	The following table reconciles the numerator and denominator for the calculation. For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Basic and diluted net loss per share: Numerator: Net (loss) income $ (1,221,131 ) $ 354,326 $ (5,875,939 ) $ (1,293,746 ) Preferred stock cash dividends - (96,424 ) - (289,272 ) Numerator for basic and diluted earnings per share Net (loss) income attributable to common stockholders $ (1,221,131 ) $ 257,902 $ (5,875,939 ) $ (1,583,018 ) Denominator: Weighted average basic shares outstanding 35,253,930 34,854,472 35,228,863 34,827,678 Weighted average effect of dilutive securities: Employee stock options and restricted stock units - 231,281 - - Weighted average diluted shares outstanding 35,253,930 35,085,753 35,228,863 34,827,678 Basic net (loss) income per share: Net (loss) income attributable to common stockholders $ (0.03 ) $ 0.01 $ (0.17 ) $ (0.05 ) Diluted net (loss) income per share: Net (loss) income attributable to common stockholders $ (0.03 ) $ 0.01 $ (0.17 ) $ (0.05 )

RESTRUCTURING AND OTHER CHARG24

RESTRUCTURING AND OTHER CHARGES (Tables)	9 Months Ended
	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Schedule of restructuring reserve account	The following table displays the activity of the restructuring reserve account during the nine months ended September 30, 2016. Total Charges $ 1,543,010 Payments To-Date (1,515,142 ) Ending Balance $ 27,868
2012 Restructuring Reserve Account [Member]
Restructuring Cost and Reserve [Line Items]
Schedule of restructuring reserve account	For the Nine Months Ended 2016 2015 Beginning balance $ 99,309 $ 1,384,736 Adjustment to prior estimate - (1,196,834 ) (Payments)/sublease income, net (77,609 ) (87,902 ) Ending balance $ 21,700 $ 100,00 0

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2016
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Schedule of other liabilities	Other liabilities consist of the following: September 30, 2016 December 31, 2015 Acquisition contingent earn-out $ 2,689,813 $ 2,590,339 Deferred rent 2,020,743 1,870,583 Deferred revenue 587,229 897,453 Other 45,072 2,092 Total other liabilities $ 5,342,857 $ 5,360,467

CASH AND CASH EQUIVALENTS, MA26

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - USD ($)		Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents		$ 23,945,895	$ 28,445,416	$ 27,541,808	$ 32,459,009
Marketable securities		1,490,000	1,590,000
Current and noncurrent restricted cash	[1]	500,000	661,250
Total cash and cash equivalents, marketable securities and current and noncurrent restricted cash		$ 25,935,895	$ 30,696,666
[1]	Cash, cash equivalents and restricted cash, totaling approximately $24.4 million and $29.1 million as of September 30, 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 Narrative) - USD ($)		9 Months Ended
		Sep. 30, 2016	Dec. 31, 2015
Schedule of Trading Securities and Other Trading Assets [Line Items]
Marketable securities, fair value basis		$ 1,490,000	$ 1,590,000
Restricted cash collateral for outstanding letters of credit	[1]	500,000	661,250
Municipal Auction Rate Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Marketable securities,cost basis		1,900,000	1,900,000
Marketable securities, fair value basis		$ 1,500,000	$ 1,600,000
Maturity year		2,038
[1]	Cash, cash equivalents and restricted cash, totaling approximately $24.4 million and $29.1 million as of September 30, 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) - USD ($)		Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Restricted cash	[1]	$ 500,000	$ 661,250
Marketable securities		1,490,000	1,590,000
Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	23,945,895	28,445,416
Restricted cash	[1]	500,000	661,250
Marketable securities	[2]	1,490,000	1,590,000
Contingent earn-out	[3]	2,689,813	2,590,339
Total at fair value		28,625,708	33,287,005
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	23,945,895	28,445,416
Restricted cash	[1]	500,000	661,250
Marketable securities	[2]
Contingent earn-out	[3]
Total at fair value		24,445,895	29,106,666
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]
Restricted cash	[1]
Marketable securities	[2]
Contingent earn-out	[3]
Total at fair value
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]
Restricted cash	[1]
Marketable securities	[2]	1,490,000	1,590,000
Contingent earn-out	[3]	2,689,813	2,590,339
Total at fair value		$ 4,179,813	$ 4,180,339
[1]	Cash, cash equivalents and restricted cash, totaling approximately $24.4 million and $29.1 million as of September 30, 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 September 30, 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 September 30, 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, which was acquired by the Company in October 2014, which earn-out payments are based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on the Company'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 1)	9 Months Ended
	Sep. 30, 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	99,474
Balance at end of the period	2,689,813
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

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected option lives	P4Y6M	P3Y
Expected volatility	34.78%	35.66%
Risk-free interest rate	1.11%	0.99%
Expected dividend yield	0.00%	4.51%

STOCK-BASED COMPENSATION (Det31

STOCK-BASED COMPENSATION (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options granted	2,934,358
2007 Performance Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Awards outstanding at beginning	3,391,607
Options granted	2,934,358	38,000
Options exercised		1,000
Options forfeited	(87,666)
Options expired	(451,566)
Awards outstanding at ending	5,786,733
Awards vested and expected to vest at ending	5,694,443
Awards exercisable at ending	2,656,345
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Awards outstanding at beginning	$ 1.87
Options granted	1.23
Options exercised
Options forfeited	1.96
Options expired	1.92
Awards outstanding at ending	1.54
Awards vested and expected to vest at ending	1.54
Awards exercisable at ending	$ 1.83
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward]
Awards outstanding at ending	$ 0
Awards vested and expected to vest at ending	0
Awards exercisable at ending	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward]
Awards outstanding at ending	4 years 25 days
Awards vested and expected to vest at ending	4 years 14 days
Awards exercisable at ending	1 year 5 months 12 days

STOCK-BASED COMPENSATION (Det32

STOCK-BASED COMPENSATION (Details 2) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted stock units granted	557,586
Restricted stock units settled by delivery of Common Stock upon vesting	(135,967)
Restricted stock units forfeited	(34,870)
2007 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Awards outstanding at beginning	806,324
Restricted stock units granted	557,586	96,000
Restricted stock units settled by delivery of Common Stock upon vesting	(135,967)	(133,000)
Restricted stock units forfeited	(34,870)
Awards outstanding at ending	1,193,073
Awards expected to vest at ending	1,180,473
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward]
Awards outstanding at ending	$ 1,312
Awards expected to vest at ending	$ 1,299
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Weighted Average Remaining Contractual Life [Roll Foward]
Awards outstanding at ending	1 year 5 months 19 days
Awards expected to vest at ending	1 year 4 months 17 days

STOCK-BASED COMPENSATION (Det33

STOCK-BASED COMPENSATION (Details 3) - $ / shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Shares underlying awards unvested at beginning	1,473,765
Shares underlying options granted	2,934,358
Shares underlying restricted stock units granted	557,586
Shares underlying options vested	(383,745)
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting	(135,967)
Shares underlying options forfeited	(87,666)
Shares underlying restricted stock units cancelled	(34,870)
Shares underlying awards unvested at ending	4,323,461
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Shares underlying awards unvested at beginning	$ 1.44
Shares underlying options granted	0.37	$ 0.41
Shares underlying restricted stock units granted	1.30	$ 2.23
Shares underlying options vested	0.51
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting	2.05
Shares underlying options forfeited	0.58
Shares underlying restricted stock units cancelled	1.39
Shares underlying awards unvested at ending	$ 0.78

STOCK-BASED COMPENSATION (Det34

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Weighted-average grant date fair value of stock option (in dollars per share)			$ 0.37	$ 0.41
Weighted-average grant date fair value per share (in dollars per share)			$ 1.30	$ 2.23
Noncash share-based compensation			$ 1,152,025	$ 1,129,257
Restructuring and other charges			105,113
Total fair value of share-based awards vested			389,000	692,000
Total intrinsic value of options exercised			$ 0	373
Number of stock option granted			2,934,358
Number of RSU granted			557,586
Proceeds from the exercise of stock options				839
Number of shares issued for settled by delivery of common stock upon vesting			135,967
2007 Performance Incentive Plan [Member]
Number of remaining shares available for future grants	1,100,000		1,100,000
Noncash share-based compensation	$ 407,000	$ 388,000	$ 1,300,000	$ 1,100,000
Restructuring and other charges			105,000
Unrecognized stock-based compensation expense	$ 2,400,000		$ 2,400,000
Weighted average period of recognization			1 year 10 months 24 days
Number of stock option granted			2,934,358	38,000
Number of stock option exercised				1,000
Proceeds from the exercise of stock options				$ 1,000
Restricted Stock Units (RSUs) [Member] | 2007 Performance Incentive Plan [Member]
Weighted-average grant date fair value per share (in dollars per share)			$ 1.31	$ 2.23
Number of RSU granted			557,586	96,000
Number of shares issued for settled by delivery of common stock upon vesting			135,967	133,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2000
Number of treasury shares purchased		211,608
Cash dividend paid to common shares (Series B Preferred Stock on a converted common share basis) (in dollars per share)	$ 0.025
Dividend paid	$ 979,000		$ 3,000,000
2007 Performance Incentive Plan [Member]
Number of shares for withholding taxes		1,674,760
Share Repurchase Program [Member] | Common Stock [Member]
Number of authorized shares repurchased				$ 10,000,000
Number of treasury shares purchased		5,453,416
Value of treasury shares purchased		$ 7,300,000

NET LOSS PER SHARE OF COMMON 36

NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Numerator:
Net (loss) income	$ (1,221,131)	$ 354,326	$ (5,875,939)	$ (1,293,746)
Preferred stock cash dividends		(96,424)		(289,272)
Numerator for basic and diluted earnings per share
Net (loss) income attributable to common stockholders	$ (1,221,131)	$ 257,902	$ (5,875,939)	$ (1,583,018)
Denominator:
Weighted average basic shares outstanding	35,253,930	34,854,472	35,228,863	34,827,678
Weighted average effect of dilutive securities:
Employee stock options and restricted stock units		231,281
Weighted average diluted shares outstanding	35,253,930	35,085,753	35,228,863	34,827,678
Basic net (loss) income per share:
Net (loss) income attributable to common stockholders	$ (0.03)	$ 0.01	$ (0.17)	$ (0.05)
Diluted net (loss) income per share:
Net (loss) income attributable to common stockholders	$ (0.03)	$ 0.01	$ (0.17)	$ (0.05)

NET LOSS PER SHARE OF COMMON 37

NET LOSS PER SHARE OF COMMON STOCK (Details Narrative) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Earnings Per Share [Abstract]
Number of restricted stock units and option excluded from calculation	1,400,000	1,700,000	1,200,000	3,900,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Income tax expense	$ 325,781	$ 243,884	$ 949,657	$ 730,916
Effective tax rate	(36.00%)	41.00%	(19.00%)	(130.00%)
Income tax expense recognised as deferred tax liabilities, goodwill and intangible assets	$ 281,000	$ 180,000	$ 842,000	$ 541,000
Windfall tax net operating loss carryforward					$ 16,000,000
Federal And State Tax Authority [Member]
Net operating losses					154,000,000
Deferred tax assets					$ 69,000,000
Description of operating loss carry forward expiration year					Expire from 2019 through 2035
Certain Jurisdictions Tax Authority [Member]
Income tax expense	$ 45,000	$ 64,000	$ 108,000	$ 190,000

BUSINESS CONCENTRATIONS AND C39

BUSINESS CONCENTRATIONS AND CREDIT RISK (Details Narrative) - Numerator	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Number of financial institutuions	7
Exceeds 10% Revenue [Member] | Customer Concentration Risk [Member]
Number of customers	0		0
Exceeds 10% Accounts Receivables [Member] | Customer Concentration Risk [Member]
Number of customers	0	0

RESTRUCTURING AND OTHER CHARG40

RESTRUCTURING AND OTHER CHARGES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Restructuring Reserve [Roll Forward]
Total Charges	$ (582,519)	$ (1,221,224)	$ 960,491	$ (1,221,224)
Payments To-Date			(1,515,142)
Ending balance	$ 27,868		$ 27,868

RESTRUCTURING AND OTHER CHARG41

RESTRUCTURING AND OTHER CHARGES (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Restructuring Reserve [Roll Forward]
(Payments)/sublease income, net	$ (1,515,142)
Ending balance	27,868
2012 Restructuring Reserve Account [Member]
Restructuring Reserve [Roll Forward]
Beginning balance	99,309	$ 1,384,736
Adjustment to prior estimate		(1,196,834)
(Payments)/sublease income, net	(77,609)	(87,902)
Ending balance	$ 21,700	$ 100,000

RESTRUCTURING AND OTHER CHARG42

RESTRUCTURING AND OTHER CHARGES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2012	Dec. 31, 2015	Dec. 31, 2014
Restructuring and other charges	$ (582,519)	$ (1,221,224)	$ 960,491	$ (1,221,224)
Restructuring reserve	27,868		27,868
2012 Restructuring Reserve Account [Member]
Restructuring reserve	$ 21,700	100,000	21,700	$ 100,000		$ 99,309	$ 1,384,736
Lease termination fees		$ 583,000
Employee Severance [Member]
Restructuring and other charges			$ 1,500,000
Software [Member] | 2012 Restructuring Reserve Account [Member]
Restructuring and other charges					$ 3,400,000
Office Space [Member] | 2012 Restructuring Reserve Account [Member] | The Deal, LLC [Member]
Restructuring and other charges					$ 3,500,000

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Acquisition contingent earn-out	$ 2,689,813	$ 2,590,339
Deferred rent	2,020,743	1,870,583
Deferred revenue	587,229	897,453
Other	45,072	2,092
Total other liabilities	$ 5,342,857	$ 5,360,467

STATE AND MUNICIPAL SALES TAX (

STATE AND MUNICIPAL SALES TAX (Details Narrative)	Sep. 30, 2016USD ($)
Income Tax Disclosure [Abstract]
Reserve for state and municipal sales tax	$ 1,200,000