Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 15, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | THESTREET, INC. | ||
Entity Central Index Key | 1,080,056 | ||
Document Type | 10-K | ||
Trading Symbol | TST | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 36,000,000 | ||
Entity Common Stock, Shares Outstanding | 35,628,317 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 21,371,122 | $ 28,445,416 |
Accounts receivable, net of allowance for doubtful accounts of $316,204 as of December 31, 2016 and $357,417 as of December 31, 2015 | 5,119,959 | 5,102,464 |
Other receivables | 358,266 | 790,148 |
Prepaid expenses and other current assets | 1,416,956 | 1,205,708 |
Restricted cash | 161,250 | |
Total current assets | 28,266,303 | 35,704,986 |
Noncurrent Assets: | ||
Property and equipment, net of accumulated depreciation and amortization of $5,682,286 as of December 31, 2016 and $4,804,411 as of December 31, 2015 | 3,550,007 | 2,773,737 |
Marketable securities | 1,550,000 | 1,590,000 |
Other assets | 285,843 | 329,885 |
Goodwill | 29,183,141 | 43,318,670 |
Other intangibles, net of accumulated amortization of $20,134,178 as of December 31, 2016 and $15,674,328 as of December 31, 2015 | 15,127,818 | 18,674,376 |
Restricted cash | 500,000 | 500,000 |
Total assets | 78,463,112 | 102,891,654 |
Current Liabilities: | ||
Accounts payable | 2,526,034 | 2,494,341 |
Accrued expenses | 5,115,558 | 5,161,981 |
Deferred revenue | 22,476,962 | 24,738,780 |
Other current liabilities | 983,799 | 1,235,551 |
Total current liabilities | 31,102,353 | 33,630,653 |
Noncurrent Liabilities: | ||
Deferred tax liability | 2,036,487 | 1,906,295 |
Other liabilities | 3,274,816 | 5,360,467 |
Total liabilities | 36,413,656 | 40,897,415 |
Stockholders' Equity: | ||
Convertible preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of December 31, 2016 and December 31, 2015; the aggregate liquidation preference as of December 31, 2016 and December 31, 2015 totals $55,000,000 | 55 | 55 |
Common stock; $0.01 par value; 100,000,000 shares authorized; 42,936,906 shares issued and 35,421,217 shares outstanding as of December 31, 2016, and 42,458,779 shares issued and 35,123,132 shares outstanding as of December 31, 2015 | 429,369 | 424,588 |
Additional paid-in capital | 271,143,445 | 269,524,415 |
Accumulated other comprehensive loss | (5,898,305) | (1,999,026) |
Treasury stock at cost 7,515,689 shares as of December 31, 2016 and 7,335,647 shares as of December 31, 2015 | (13,211,141) | (13,056,541) |
Accumulated deficit | (210,413,967) | (192,899,252) |
Total stockholders' equity | 42,049,456 | 61,994,239 |
Total liabilities and stockholders' equity | $ 78,463,112 | $ 102,891,654 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 316,204 | $ 357,417 |
Accumulated depreciation and amortization | 5,682,286 | 4,804,411 |
Accumulated amortization | $ 20,134,178 | $ 15,674,328 |
Convertible preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible preferred stock, shares issued | 5,500 | 5,500 |
Convertible preferred stock, shares outstanding | 5,500 | 5,500 |
Convertible 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, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,936,906 | 42,458,779 |
Common stock, shares outstanding | 35,421,217 | 35,123,132 |
Treasury stock, shares | 7,515,689 | 7,335,647 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||
Business to business | $ 29,323,401 | $ 28,992,120 |
Business to consumer | 34,176,130 | 38,663,780 |
Total revenue | 63,499,531 | 67,655,900 |
Operating expense: | ||
Cost of services (exclusive of depreciation and amortization shown separately below) | 32,440,598 | 33,615,867 |
Sales and marketing | 15,697,065 | 16,190,749 |
General and administrative | 16,157,151 | 15,000,439 |
Depreciation and amortization | 5,681,563 | 4,309,094 |
Impairment of Goodwill | 11,583,000 | |
Change in fair value of contingent consideration | (1,807,945) | |
Restructuring and other charges | 959,686 | (1,221,224) |
Total operating expense | 80,711,118 | 67,894,925 |
Operating loss | (17,211,587) | (239,025) |
Net interest expense | (34,121) | (122,637) |
Net loss before income taxes | (17,245,708) | (361,662) |
Provision for income taxes | 269,007 | 1,181,341 |
Net loss | (17,514,715) | (1,543,003) |
Preferred stock cash dividends | (385,696) | |
Net loss attributable to common stockholders | $ (17,514,715) | $ (1,928,699) |
Basic and diluted net loss per share attributable to common stockholders (in dollars per share) | $ (0.50) | $ (0.06) |
Cash dividends declared and paid per common share (in dollars per share) | $ 0.1 | |
Weighted average basic and diluted shares outstanding (in shares) | 35,236,113 | 34,839,233 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (17,514,715) | $ (1,543,003) |
Foreign currency translation loss | (3,859,279) | (1,797,794) |
Unrealized (loss) gain on marketable securities | (40,000) | 26,244 |
Comprehensive loss | $ (21,413,994) | $ (3,314,553) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Series B Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at beginning at Dec. 31, 2014 | $ 419,674 | $ 55 | $ 271,943,049 | $ (227,476) | $ (12,908,943) | $ (191,356,249) | $ 67,870,110 |
Balance at beginning (in shares) at Dec. 31, 2014 | 41,967,369 | 5,500 | (7,239,728) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain on marketable securities | 26,244 | 26,244 | |||||
Foreign currency translation loss | (1,797,794) | (1,797,794) | |||||
Exercise and issuance of equity grants | $ 4,914 | (4,075) | $ (147,598) | (146,759) | |||
Exercise and issuance of equity grants (in shares) | 491,410 | (95,919) | |||||
Stock-based consideration for services | 1,570,142 | 1,570,142 | |||||
Common stock cash dividends | (3,599,005) | (3,599,005) | |||||
Preferred stock cash dividends | (385,696) | (385,696) | |||||
Net loss | (1,543,003) | (1,543,003) | |||||
Balance at end at Dec. 31, 2015 | $ 424,588 | $ 55 | 269,524,415 | (1,999,026) | $ (13,056,541) | (192,899,252) | 61,994,239 |
Balance at end (in shares) at Dec. 31, 2015 | 42,458,779 | 5,500 | (7,335,647) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Unrealized gain on marketable securities | (40,000) | (40,000) | |||||
Foreign currency translation loss | (3,859,279) | (3,859,279) | |||||
Exercise and issuance of equity grants | $ 4,781 | (4,781) | $ (154,600) | (154,600) | |||
Exercise and issuance of equity grants (in shares) | 478,127 | (180,042) | |||||
Stock-based consideration for services | 1,623,811 | 1,623,811 | |||||
Net loss | (17,514,715) | (17,514,715) | |||||
Balance at end at Dec. 31, 2016 | $ 429,369 | $ 55 | $ 271,143,445 | $ (5,898,305) | $ (13,211,141) | $ (210,413,967) | $ 42,049,456 |
Balance at end (in shares) at Dec. 31, 2016 | 42,936,906 | 5,500 | (7,515,689) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (17,514,715) | $ (1,543,003) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Stock-based compensation expense | 1,518,698 | 1,570,142 |
Provision for doubtful accounts | 54,625 | 280,383 |
Depreciation and amortization | 5,681,563 | 4,309,094 |
Impairment of Goodwill | 11,583,000 | |
Deferred tax | 130,192 | 1,177,396 |
Change in fair value of contingent consideration | (1,807,945) | |
Restructuring and other charges | 105,113 | |
Deferred rent | (678,064) | (120,400) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (226,980) | (304,156) |
Other receivables | 421,843 | (242,563) |
Prepaid expenses and other current assets | (231,310) | (223,375) |
Other assets | 26,271 | (66,556) |
Accounts payable | 41,541 | 22,452 |
Accrued expenses | 67,540 | (1,146,629) |
Deferred revenue | (1,916,494) | (1,109,538) |
Other current liabilities | (138,187) | (311,049) |
Other liabilities | 125,264 | (1,401,639) |
Net cash (used in) provided by operating activities | (2,758,045) | 890,559 |
Cash Flows from Investing Activities: | ||
Sale and maturity of marketable securities | 2,005,484 | |
Purchase of Management Diagnostics Limited | 50,494 | |
Capital expenditures | (3,676,051) | (3,365,509) |
Restricted cash | 161,250 | 639,750 |
Net cash used in investing activities | (3,514,801) | (669,781) |
Cash Flows from Financing Activities: | ||
Cash dividends paid on common stock | (12,762) | (3,539,477) |
Cash dividends paid on preferred stock | (385,696) | |
Proceeds from the exercise of stock options | 839 | |
Shares withheld on RSU vesting to pay for withholding taxes | (154,600) | (147,598) |
Net cash used in financing activities | (167,362) | (4,071,932) |
Effect of exchange rate changes on cash and cash equivalents | (634,086) | (162,439) |
Net decrease in cash and cash equivalents | (7,074,294) | (4,013,593) |
Cash and cash equivalents, beginning of period | 28,445,416 | 32,459,009 |
Cash and cash equivalents, end of period | 21,371,122 | 28,445,416 |
Supplemental disclosures of cash flow information: | ||
Cash payments made for taxes | $ 159,477 | $ 223,110 |
Organization, Nature of Busines
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies | (1) Organization, Nature of Business and Summary of Operations and Significant Accounting Policies Organization and Nature of Business TheStreet, Inc. together with its wholly owned subsidiaries (“TheStreet”, “we”, “us” or the “Company”), is a leading financial news and information provider. Our business-to-business (“B2B”) and business-to-consumer (“B2C”) content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business. Our B2B business products have helped diversify our business from primarily serving retail investors to also providing an indispensable source of business intelligence for both high net worth individuals and executives in the top firms in the world. The Deal delivers sophisticated news and analysis on changes in corporate control including mergers and acquisitions, private equity, corporate activism and restructuring. BoardEx is an institutional relationship capital management database and platform which holds in-depth profiles of almost 1 million of the world's most important business leaders. Our third B2B business product, RateWatch, publishes bank rate market information including competitive deposit, loan and fee rate data. Our B2B business derives revenue primarily from subscription products, events/conferences and information services. Our B2C business is led by our namesake website, TheStreet.com Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, the following: useful lives of intangible assets, useful lives of property and equipment; the carrying value of goodwill, intangible assets and marketable securities, allowances for doubtful accounts and deferred tax assets, accrued expense estimates, reserves for estimated tax liabilities, certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees, restructuring charges, and the calculation of a contingent earn-out payment from the acquisition of Management Diagnostics Limited. Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of TheStreet, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Revenue Recognition We report revenue in two categories: business to business and business to consumer. Business to business revenue is primarily comprised of subscriptions that provide access to director and officer profiles, relationship capital management services, bank rate data and transactional information pertaining to the mergers and acquisitions environment as well as events/conferences, information services and other miscellaneous revenue. Business to consumer revenue is primarily comprised of subscriptions that provide access to securities investment information and stock market commentary, advertising and sponsorships and other miscellaneous revenue. Subscriptions are charged to customers’ credit cards or are directly billed to corporate subscribers, and are generally billed in advance on a monthly, quarterly or annual basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Deferred revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. Subscription revenue is subject to estimation and variability due to the fact that, in the normal course of business, subscribers may for various reasons contact us or their credit card companies to request a refund or other adjustment for a previously purchased subscription. With respect to many of our business to consumer products, we offer the ability to receive a refund during the first 30 days but none thereafter. Accordingly, we maintain a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which revenue was recognized in a prior period. The calculation of this provision is based upon historical trends and is reevaluated each quarter. The provision was not material for the years ended December 31, 2016 and 2015. Advertising revenue is comprised of fees charged for the placement of advertising and sponsorships, primarily within TheStreet.com Cash, Cash Equivalents and Restricted Cash The Company considers all short-term investment-grade securities with original maturities of three months or less from the date of purchase to be cash equivalents. As of December 31, 2016, the Company has a total of approximately $500 thousand of cash that serves as collateral for an outstanding letter of credit, which cash is classified as restricted. The letter of credit serves as a security deposit for the Company’s office space in New York City. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years and of furniture and fixtures is five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. Capitalized Software and Website Development Costs The Company expenses all costs incurred in the preliminary project stage for software developed for internal use and capitalizes all external direct costs of materials and services consumed in developing or obtaining internal-use computer software in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other . The Company also accounts for its Website development costs under ASC 350 , Capitalized software and Website development costs are amortized using the straight-line method over the estimated useful life of the software or Website, which varies based upon the project. Total amortization expense was approximately $1.8 million and $1.0 million, for the years ended December 31, 2016 and 2015, respectively. Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Under the provisions of ASC 350, goodwill and indefinite lived intangible assets are required to be tested for impairment on an annual basis and between annual tests whenever circumstances arise that indicate a possible impairment might exist. We perform our annual impairment tests as of October 1 each year. Impairment exists when the carrying amount of goodwill or indefinite lived intangible assets of a reporting unit exceed their implied fair value, resulting in an impairment charge for this excess. During the year ended December 31, 2015, the business was managed as a single segment where subscription and advertising products were sold throughout the Company, financial results were reviewed on a consolidated basis and separate and discrete financial information was not available. During 2016, the Company reassessed the identification of operating segments due to changes in key personnel, including the Chief Operating Decision Maker, and during the fourth quarter of 2016 began to provide separate and discrete segment financial information. We currently regard our Company to operate in three distinct operating segments: The Deal / BoardEx, RateWatch and Business to Consumer. These operating segments also represent the Company’s reporting units. Prior periods have been adjusted to reflect the change in operating segments. The Company tests goodwill for impairment using a quantitative analysis consisting of a two-step approach. The first step of our quantitative analysis consists of a comparison of the carrying value of each of our reporting units, including goodwill, to the estimated fair value of each of our reporting units using a market approach for the valuation of our Common Stock, based upon actual prices of the Company’s Common Stock, and the income approach for the estimated fair value of the Company’s outstanding Preferred Shares. The Company also performed an income approach to confirm the reasonableness of these result by using the discounted cash flow methodology. If step one resulted in the carrying value of the reporting unit exceeding the fair value of such reporting unit, we would then proceed to step two which would require us to calculate the amount of impairment loss, if any, that we would record for such reporting unit. The calculation of the impairment loss in step two would be equivalent to the reporting unit’s carrying value of goodwill less the implied fair value of such goodwill. Our use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. We also develop estimates for future levels of gross and operating profits and projected capital expenditures. Our methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that we use in our discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. ASU 2011-08, Testing for Goodwill Impairment Based upon the annual impairment test performed as of October 1, 2016, we concluded that The Deal / BoardEx reporting unit goodwill was impaired while the RateWatch and Business to Consumer reporting units’ were not impaired by approximately 16% and 33%, respectively. During the fourth quarter of 2016, the Company’s stock price declined from an average price of $1.115 on the valuation date to $0.855 as of December 31, 2016. This triggering event resulted in the Company performing a second impairment review as of December 31, 2016. Based on this analysis, we also concluded that The Deal / BoardEx reporting unit goodwill was impaired as of December 31, 2016, while the RateWatch and Business to Consumer reporting units’ were not impaired by approximately 26% and 21%, respectively. As a result of our impairment testing, we recorded an impairment charge of approximately $11.6 million to The Deal / BoardEx reporting unit. The fair value of the Company’s outstanding Preferred Shares requires significant judgments, including the estimation of the amount of time until a liquidation event occurs as well as an appropriate cash flow discount rate. Further, in assigning a fair value to the Company’s Preferred Stock, the Company also considered that the preferred shareholders are entitled to receive a $55 million liquidation preference upon liquidation or dissolution of the Company or upon any change of control event. Additionally, the holders of the Preferred Shares are entitled to receive dividends and to vote as a single class together with the holders of the Common Stock on an as-converted basis and, provided certain preferred share ownership levels are maintained, are entitled to representation on the Company’s board of directors and may unilaterally block issuance of certain classes of capital stock, the purchase or redemption of certain classes of capital stock, including Common Stock (with certain exceptions) and any increases in the per-share amount of dividends payable to the holders of the Common Stock. A decrease in the price of the Company’s Common Stock, or changes in the estimated value of the Company’s Preferred Shares, could materially affect the determination of the fair value and could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. In conducting our 2016 annual indefinite lived intangible asset impairment test with the assistance of our independent appraisal firm, we determined its fair value using the relief-from-royalty method. The application of the relief-from-royalty method requires the estimation of future income and the conversion of that income into an estimate of value. Future income related to a trade name is measured in terms of the savings that a company realizes by owning the indefinite lived trade name, thereby avoiding royalty payments to use the trade name in the absence of ownership. To calculate the royalty savings, we estimate (i) future revenue attributable to the RateWatch trade name; (ii) a royalty rate that a hypothetical licensee would be willing to pay for its use; and (iii) a discount rate to reduce future after-tax royalty savings to present value. We selected an appropriate royalty rate by searching various transaction databases for publicly disclosed transactions to license similar assets between service businesses, with a focus on companies that operate in industries similar to RateWatch. Based upon the analysis, we concluded that the book value of the indefinite lived trade name was not impaired as of the October 1, 2016 valuation date as the fair value exceeded its book value by approximately 29%. Based upon the annual impairment test performed in 2015, the Company concluded that the book value of its indefinite lived trade name was not impaired as the fair value exceeded its book value by approximately 129%. In testing for impairment of the Company’s Additionally, the Company evaluates the remaining useful lives of intangible assets each year to determine whether events or circumstances continue to support their useful life. There have been no changes in useful lives of intangible assets for each period presented. Long-Lived Assets The Company evaluates long-lived assets, including amortizable identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management does not believe that there was any impairment of long-lived assets as of December 31, 2016 and 2015. Income Taxes The Company accounts for its income taxes in accordance with ASC 740-10, Income Taxes ASC 740-10 also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. As of December 31, 2016 and 2015, no liability for unrecognized tax benefits was required to be recorded. Interest costs related to unrecognized tax benefits would be classified within “Net interest expense” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative” expense. There is no interest expense or penalty related to tax uncertainties reported in the consolidated statements of operations for the years ended December 31, 2016 or 2015. Deferred tax assets pertaining to windfall tax benefits on the exercise of share awards and the corresponding credit to additional paid-in capital are recorded if the related tax deduction reduces tax payable. The Company has elected the “with-and-without approach” regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to the Company. The Company files income tax returns in the United States (federal), and in various state and local jurisdictions, as well as in the United Kingdom and India. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2013, and is not currently under examination by any federal, state or local jurisdiction. It is not anticipated that unrecognized tax benefits will significantly change in the next twelve months. Fair Value of Financial Instruments The carrying amounts of accounts and other receivables, accounts payable, accrued expenses and deferred revenue approximate fair value due to the short-term maturities of these instruments. 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 December 31, 2016, the Company’s cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds. For the years ended December 31, 2016 and 2015, no single customer accounted for 10% or more of consolidated revenue. As of December 31, 2016 and 2015, no single customer 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. Other Comprehensive Loss Comprehensive loss is a measure which includes both net loss and other comprehensive loss. Other comprehensive loss results from items deferred from recognition into the statement of operations. Accumulated other comprehensive loss is separately presented on the consolidated statement of comprehensive loss and on both the Company's consolidated balance sheet and as part of the consolidated statement of stockholders’ equity. Other comprehensive loss consists of unrealized gains and losses on marketable securities classified as available for sale as well as foreign currency translation adjustments from subsidiaries where the local currency is the functional currency. Foreign Currency The functional currency of the Company’s international subsidiaries is the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and monthly average rates of exchange for the period for revenue and expense. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains and losses resulting from currency transactions are included in earnings. 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 years ended December 31, 2016 and 2015, approximately 708 thousand and 3.1 million, respectively, of unvested restricted stock units, vested and unvested options to purchase Common Stock, were excluded from the calculation, as their effect would result in a lower net loss per share. Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2016 and 2015, advertising expense totaled approximately $2.5 million and $2.6 million, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, Share Based Payment Transactions Stock-based compensation expense recognized for the years ended December 31, 2016 and 2015 was approximately $1.6 million (inclusive if $105 thousand of noncash compensation expense charged to restructuring and other charges) and $1.6 million, respectively. As of December 31, 2016, there was approximately $1.9 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.8 years. Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2016 and 2015 includes compensation expense for all share-based payment awards based upon the estimated grant date fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite service period of the award. As stock-based compensation expense recognized in the years ended December 31, 2016 and 2015 is based upon awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividends. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value stock option awards at their grant date. In determining the volatility assumption, the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to the expected option lives. The expected option lives, which represent the period of time that options granted are expected to be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s stock option awards. The dividend yield assumption was based on the history and expectation of future dividend payouts. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. The Company’s estimate of pre-vesting forfeitures is primarily based on historical experience and is adjusted to reflect actual forfeitures as the options vest. The weighted-average grant date fair value per share of stock option awards granted during the years ended December 31, 2016 and 2015 was $0.37 and $0.39, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Years Ended December 2016 2015 Expected option lives 4.5 years 3.0 years Expected volatility 34.87 % 35.45 % Risk-free interest rate 1.12 % 0.97 % Expected dividends 0.00 % 4.59 % The value of each restricted stock unit awarded is equal to the closing price per share of the Company’s Common Stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. The weighted-average grant date fair value per share of restricted stock units granted during the years ended December 31, 2016 and 2015 was $1.30 and $2.19, respectively. The Company utilizes the alternative transition method for calculating the tax effects of stock-based compensation. Under the alternative transition method the Company established the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation and then determined the subsequent impact on the APIC pool and cash flows of the tax effects of employee stock-based compensation awards that are outstanding. 2007 Performance Incentive Plan In 2007, the Company adopted the 2007 Plan, whereby executive officers, directors, employees and consultants may be eligible to receive cash or equity-based performance awards based on set performance criteria. In 2016 and 2015, the Compensation Committee granted short-term cash performance awards, payable to certain officers, upon the Company’s achievement of specified performance goals for such year as defined by the Compensation Committee. The target short-term cash bonus opportunities for officers reflected a percentage of the officer’s base salary. Potential payout was zero if a threshold percentage of the target was not achieved and a sliding scale thereafter, subject to a cap, starting at a figure less than 100% if the threshold was achieved but the target was not met and ending at a figure above 100% if the target was exceeded. Short-term incentives of approximately $486 thousand and $670 thousand were deemed earned with respect to the years ended December 31, 2016 and 2015, respectively. Preferred Stock The Company applies the guidance in ASC 480, Distinguishing Liabilities from Equity The Company’s Series B Convertible Preferred Stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within the Company’s control as of December 31, 2016. Accordingly, the Series B Convertible Preferred Stock is presented as a component of stockholders’ equity. Subsequent Events The Company has evaluated subsequent events for recognition or disclosure. New Accounting Pronouncements Accounting Pronouncements Adopted In January 2015, the FASB issued ASU No. 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items Recently Issued Accounting Standards 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). Based upon our revenue streams of subscription and advertising, we do not believe that adoption of ASU 2014-09 will have a significant impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17 (Topic 740), “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax liabilities and assets to be classified as noncurrent in the Consolidated Balance Sheet. The standard will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for financial statements that have not been previously issued. The ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The impact of our pending adoption of this standard is not expected to have a material impact on our consolidated balance sheet. 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 In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles — Goodwill and Other Simplifying the Test for goodwill Impairment |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | (2) Net Loss Per Share 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 years ended December 31, 2016 and 2015, approximately $708 thousand and 3.1 million unvested restricted stock units, and vested and unvested stock options, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share. The following table reconciles the numerator and denominator for the calculation. For the Years Ended December 2016 2015 Basic and diluted net loss per share Numerator: Net loss $ 17,514,715 $ 1,543,003 Preferred stock cash dividends - 385,696 Numerator for basic and diluted earnings per share – Net loss attributable to common stockholders $ 17,514,715 $ 1,928,699 Denominator: Weighted average basic and diluted shares outstanding 35,236,113 34,839,233 Basic and diluted net loss per share: Net loss attributable to common stockholders $ (0.50 ) $ (0.06 ) |
Cash and Cash Equivalents, Mark
Cash and Cash Equivalents, Marketable Securities and Restricted Cash | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Marketable Securities and Restricted Cash | (3) Cash and Cash Equivalents, Marketable Securities and Restricted Cash The Company’s cash and cash equivalents and restricted cash primarily consist of checking accounts and money market funds. As of December 31, 2016 and 2015, marketable securities consist of two municipal auction rate securities (“ARS”) issued by the District of Columbia with a cost basis of approximately $1.9 million and a fair value of approximately $1.6 million 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 December 31, 2016 and 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. As of December 31, 2016 2015 Cash and cash equivalents $ 21,371,122 $ 28,445,416 Noncurrent marketable securities 1,550,000 1,590,000 Current and noncurrent restricted cash 500,000 661,250 Total cash and cash equivalents, noncurrent marketable securities and current and noncurrent restricted cash $ 23,421,122 $ 30,696,666 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (4) Fair Value Measurements The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: • Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). • Level 2: Inputs 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 December 31, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 21,371,122 $ 21,371,122 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,550,000 — — 1,550,000 Contingent earn-out (3) 907,657 — — 907,657 Total at fair value $ 24,328,779 $ 21,871,122 $ — $ 2,457,657 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 and cash equivalents and restricted cash, totaling approximately $21.9 million and $29.1 million as of December 31, 2016 and 2015, respectively, consist primarily of checking accounts and money market funds for which we determine fair value through quoted market prices. (2) Marketable securities include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of December 31, 2016 and 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 and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2016, the Company determined there was a decline in the fair value of its ARS investments of $300 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. 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. The following table provides 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 Balance December 31, 2014 $ 1,560,000 Change in fair value of investment 30,000 Balance December 31, 2015 1,590,000 Change in fair value of investment (40,000 ) Balance December 31, 2016 $ 1,550,000 Contingent Balance December 31, 2014 $ 2,602,105 Purchase accounting adjustment (144,398 ) Accretion of net present value 132,632 Balance December 31, 2015 2,590,339 Reduction to estimated earn-out (1,807,945 ) Accretion of net present value 125,263 Balance December 31, 2016 $ 907,657 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | (5) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years and of furniture and fixtures is five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. Property and equipment as of December 31, 2016 and 2015 consists of the following: As of December 31, 2016 2015 Computer equipment and software $ 2,516,189 $ 1,823,428 Furniture and fixtures and telephone equipment 2,080,658 2,041,229 Leasehold improvements 4,635,446 3,713,491 9,232,293 7,578,148 Less accumulated depreciation and amortization 5,682,286 4,804,411 Property and equipment, net $ 3,550,007 $ 2,773,737 Depreciation and amortization expense for the above noted property and equipment was approximately $964 thousand and $1.3 million for the years ended December 31, 2016 and 2015, respectively. The Company does not include depreciation and amortization expense in cost of services, sales and marketing or general and administrative expense. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | (6) Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows: Balance as of December 31, 2014 $ 44,810,467 Purchase accounting adjustments (237,772 ) Exchange rate impact (1,254,025 ) Balance as of December 31, 2015 43,318,670 Impairment charge (11,583,000 ) Exchange rate impact (2,552,529 ) Balance as of December 31, 2016 $ 29,183,141 During the year ended December 31, 2015, the business was managed as a single segment where subscription and advertising products were sold throughout the Company, financial results were reviewed on a consolidated basis and separate and discrete financial information was not available. During 2016, the Company reassessed the identification of operating segments due to changes in key personnel, including the Chief Operating Decision Maker, and during the fourth quarter of 2016 began to provide separate and discrete segment financial information. We currently regard our Company to operate in three distinct operating segments: The Deal / BoardEx, RateWatch and Business to Consumer. These operating segments also represent the Company’s reporting units. The Deal/ RateWatch Business to Total Balance as of December 31, 2014 $ 44,810,467 Purchase accounting adjustments (237,772 ) Exchange rate impact (1,254,025 ) Balance December 31, 2015 43,318,670 Exchange rate impact (1,897,318 ) Balance October 1, 2016 $ 14,104,120 $ 5,851,050 $ 21,466,182 41,421,352 Exchange rate impact (655,211 ) - - (655,211 ) Impairment charge (11,583,000 ) - - (11,583,000 ) Balance December 31, 2016 $ 1,865,909 $ 5,851,050 $ 21,466,182 $ 29,183,141 The Company’s goodwill and intangible assets and related accumulated amortization as of December 31, 2016 and 2015 consist of the following: As of December 31, 2016 2015 Total goodwill $ 29,183,141 $ 43,318,670 Intangible assets not subject to amortization: Trade name $ 720,000 $ 720,000 Total intangible assets not subject to amortization 720,000 720,000 Intangible assets subject to amortization: Customer relationships 13,622,590 14,188,406 Software models 1,988,194 1,988,194 Noncompete agreement 130,000 130,000 Product databases 8,608,166 8,863,608 Trade names 719,085 786,878 Capitalized website and software development 9,313,536 7,511,193 Domain names 160,425 160,425 Total intangible assets subject to amortization 34,541,996 33,628,704 Less accumulated amortization (20,134,178 ) (15,674,328 ) Net intangible assets subject to amortization 14,407,818 17,954,376 Total intangible assets $ 15,127,818 $ 18,674,376 Intangible assets were established through business acquisitions and internally developed capitalized website and software development costs. Definite-lived intangible assets are amortized on a straight-line basis over a weighted-average period of approximately 9.8 years for customer relationships, 4.7 years for software models, 3.0 years for noncompete agreements, 9.9 years for product databases and 8.7 years for trade names. Amortization expense totaled approximately $4.7 million and $3.1 million for the years ended December 31, 2016 and 2015, respectively. The estimated amortization expense for the next five years and thereafter is as follows: For the Years December 31, Amount 2017 $ 3,811,478 2018 2,710,592 2019 1,888,557 2020 1,677,020 2021 1,526,446 Thereafter 2,793,725 Total $ 14,407,818 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | (7) Accrued Expenses Accrued expenses as of December 31, 2016 and 2015 consist of the following: As of December 31, 2016 2015 Payroll and related costs $ 2,261,401 $ 1,941,665 Professional fees 531,876 728,336 Tax related 531,609 591,827 Business development 440,668 391,854 Data related costs 338,064 331,918 Other liabilities 1,011,940 1,176,381 Total accrued expenses $ 5,115,558 $ 5,161,981 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (8) Income Taxes The Company accounts for its income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. The Company has determined that it files U.S. Federal, State and Foreign tax returns and has determined that its major tax jurisdictions are the United States, India and the United Kingdom. Tax years through 2016 remain open due to net operating loss carryforwards and are subject to examination by appropriate taxing authorities. The Company had approximately $160 million and $154 million of federal and state net operating loss carryforwards (“NOL”) as of December 31, 2016 and 2015, respectively. The Company has a full valuation allowance against its deferred tax assets as management concluded that it was more likely than not that the Company would not realize the benefit of its deferred tax assets by generating sufficient taxable income in future years. The Company expects to continue to provide a full valuation allowance until, or unless, it can sustain a level of profitability that demonstrates its ability to utilize these assets. The ability of the Company to utilize its NOL in full to reduce future taxable income may become subject to various limitations under Section 382 of the Internal Revenue Code of 1986 (“IRC”). The utilization of such carryforwards may be limited upon the occurrence of certain ownership changes, including the purchase and sale of stock by 5% shareholders and the offering of stock by the Company during any three-year period resulting in an aggregate change of more than 50% of the beneficial ownership of the Company. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of these carryforwards that can reduce future taxable income. Subject to potential Section 382 limitations, the federal losses are available to offset future taxable income through 2036 and expire from 2019 through 2036. Since the Company does business in various states and each state has its own rules with respect to the number of years losses may be carried forward, the state net operating loss carryforwards expire through 2036. The net operating loss carryforwards as of December 31, 2016 and 2015 include approximately $16 million and $16 million, respectively, related to windfall tax benefits for which a benefit would be recorded to additional paid in capital when realized. Upon adoption of ASU 2016-09, all tax effects related to share based payments will be recognized through earnings subject to valuation allowance considerations so we expect that any potential tax benefits from the adoption of ASU 2016-09 would increase our deferred tax asset which would be offset by a valuation allowance. The Company is subject to federal, state and local corporate income taxes. The components of the provision for income taxes reflected on the consolidated statements of operations are set forth below: (in thousands) 2016 2015 Current taxes: U.S. federal $ - $ - State and local - 0 Foreign 139 4 Total current tax benefit $ 139 $ 4 Deferred taxes: U.S. federal $ 38 $ 809 State and local 92 368 Foreign - - Total deferred tax expense $ 130 $ 1,177 Total tax expense $ 269 $ 1,181 A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is set forth below: For the Years Ended December 31, 2016 2015 U.S. statutory federal income tax rate 34.0 % 34.0 % State income taxes, net of federal tax benefit 10.2 % -67.2 % Effect of permanent differences -0.4 % -35.7 % R&D Credit 0.1 % 26.7 % Foreign Tax Rate Differential -6.3 % -2.9 % Change to valuation allowance -39.0 % -281.6 % Other -0.2 % - Effective income tax rate -1.6 % -326.6 % The Company has not provided for U.S. federal income and foreign withholding taxes on approximately $1.7 million of undistributed earnings from a non-U.S. subsidiary as of December 31, 2016 because such earnings are intended to be reinvested indefinitely outside of the United States. If these earnings were distributed, foreign tax credits may become available under current law to reduce the resulting U.S. income tax liability. However, it is not practicable to determine the amount of the tax and credits. The foreign earnings that the Company may repatriate to the United States in any year is limited to the amount of current year foreign earnings and are not made out of historic undistributed accumulated earnings. The amount of current year foreign earnings that are available for repatriation is determined after consideration of all foreign cash requirements including working capital needs, potential requirements for litigation and regulatory matters, and merger and acquisition activities, among others. Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company's net deferred tax assets and liabilities are set forth below: As of December 31 (in thousands) 2016 2015 Deferred tax assets: Operating loss carryforward $ 71,334 $ 70,426 Windfall tax benefit carryforward (5,332 ) (5,332 ) Capital loss carryforward 152 229 Goodwill 3,089 - Intangible assets 2,339 (329 ) Accrued expenses 1,112 1,158 Depreciation 551 884 Other 1,935 1,820 Total deferred tax assets 75,180 68,856 Goodwill (1,735 ) (1,612 ) Trademarks (301 ) (294 ) Total deferred tax liabilities (2,036 ) (1,906 ) Less: valuation allowance (75,180 ) (68,856 ) Net deferred tax liability $ (2,036 ) $ (1,906 ) The Company has no uncertain tax positions pursuant to ASC 740-10 for the years ended December 31, 2016 and 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | (9) Stockholders’ Equity Convertible Preferred Stock Securities Purchase Agreement On November 15, 2007, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with TCV VI, L.P., a Delaware limited partnership, and TCV Member Fund, L.P., a Delaware limited partnership (collectively, the “Purchasers”). Pursuant to the Purchase Agreement, the Company sold the Purchasers an aggregate of 5,500 shares of its newly-created Series B convertible preferred stock, par value $0.01 per share (“Series B Preferred Stock”), that are immediately convertible into an aggregate of 3,856,942 shares of its Common Stock at a conversion price of $14.26 per share, and warrants (the “Warrants”) to purchase an aggregate of 1,157,083 shares of Common Stock for $15.69 per share. The consideration paid for the Series B Preferred Stock and the Warrants was $55 million. As of December 31, 2016, no Series B Preferred Stock has been converted and the Warrants have expired without any shares having been purchased. The Series B Preferred Stock has not been registered and the Company has not registered the shares of Common Stock issuable upon the conversion of the Series B Preferred Stock. Investor Rights Agreement On November 15, 2007, the Company also entered into an Investor Rights Agreement with the Purchasers (the “Investor Rights Agreement”) pursuant to which, among other things, the Company agreed to grant the Purchasers certain registration rights including the right to require the Company to file a registration statement within 30 days to register the Common Stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants and to use its reasonable best efforts to cause the registration to be declared effective within 90 days after the date the registration is filed. To date, no such request has been made. Certificate of Designation Pursuant to a Certificate of Designation for the Series B Preferred Stock (the “Certificate of Designation”) filed by the Company with the Secretary of State of the State of Delaware on November 15, 2007: (i) the Series B Preferred Stock has a purchase price per share equal to $10,000 (the “Original Issue Price”); (ii) in the event of any Liquidation Event (as defined in the Certificate of Designation), the holders of shares of Series B Preferred Stock are entitled to receive, prior to any distribution to the holders of the Common Stock, an amount per share equal to the Original Issue Price, plus any declared and unpaid dividends; (iii) the holders of the Series B Preferred Stock have the right to vote on any matter submitted to a vote of the stockholders of the Company and are entitled to vote that number of votes equal to the aggregate number of shares of Common Stock issuable upon the conversion of such holders’ shares of Series B Preferred Stock; (iv) for so long as 40% of the shares of Series B Preferred Stock remain outstanding, the holders of a majority of such shares will have the right to elect one person to the Company’s board of directors; (v) the Series B Preferred Stock automatically converts into an aggregate of 3,856,942 shares of Common Stock in the event that the Common Stock trades on a trading market at or above a closing price equal to $28.52 per share for 90 consecutive trading days and any demand registration previously requested by the holders of the Series B Preferred Stock has become effective; and (vi) so long as 30% of the shares of the currently-outstanding Series B Preferred Stock remain outstanding, the affirmative vote of the holders of a majority of such shares will be necessary to take any of the following actions: (a) authorize, create or issue any class or classes of our capital stock ranking senior to, or on a parity with (as to dividends or upon a liquidation event) the Series B Preferred Stock or any securities exercisable or exchangeable for, or convertible into, any now or hereafter authorized capital stock ranking senior to, or on a parity with (as to dividends or upon a liquidation event) the Series B Preferred Stock (including, without limitation, the issuance of any shares of Series B Preferred Stock (other than shares of Series B Preferred Stock issued as a stock dividend or in a stock split)); (b) any increase or decrease in the authorized number of shares of Series B Preferred Stock; (c) any amendment, waiver, alteration or repeal of our certificate of incorporation or bylaws in a way that adversely affects the rights, preferences or privileges of the Series B Preferred Stock; (d) the payment of any dividends (other than dividends paid in the capital stock of the Company or any of its subsidiaries) in excess of $0.10 per share per annum on the Common Stock unless after the payment of such dividends we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) in an amount 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; and (e) the purchase or redemption of: (1) any 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 or redemption 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; or (2) any class or series of now or hereafter of our authorized stock that ranks junior to (upon a liquidation event) the Series B Preferred Stock. 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 as described above). During the years ended December 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 Company’s 2007 Plan, and certain procedures adopted by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through December 31, 2016, the Company had withheld an aggregate of 1,850,665 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 211,608 shares in treasury stock resulting from prior acquisitions. These shares have also been recorded as treasury stock. Dividends 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 year ended December 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. These dividend payments totaled approximately $3.9 million. Stock Options Under the terms of the 1998 Stock Incentive Plan (the “1998 Plan”), 8,900,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, restricted stock, deferred stock, restricted stock units, or any combination thereof. Under the terms of the 2007 Plan, 7,750,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards. The 2007 Plan also authorized cash performance awards. Additionally, under the terms of the 2007 Plan, unused shares authorized for award under the 1998 Plan are available for issuance under the 2007 Plan. No further awards will be made under the 1998 Plan. Awards may be granted to such directors, employees and consultants of the Company as the Compensation Committee of the Board of Directors shall select in its discretion or delegate to management to select. Only employees of the Company are eligible to receive grants of incentive stock options. Awards generally vest over a three- to five-year period and stock options generally have terms of five to seven years. As of December 31, 2016, there remained approximately 1.3 million shares available for future awards under 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 $1.6 million (inclusive of approximately $105 thousand included in restructuring and other charges) and $1.6 million, of noncash stock-based compensation for the years ended December 31, 2016 and 2015, respectively. A stock option represents the right, once the option has vested and become exercisable, to purchase a share of the Company’s Common Stock at a particular exercise price set at the time of the grant. A restricted stock unit (“RSU”) represents the right to receive one share of the Company’s Common Stock (or, if provided in the award, the fair market value of a share in cash) on the applicable vesting date for such RSU. Until the stock certificate for a share of Common Stock represented by an RSU is delivered, the holder of an RSU does not have any of the rights of a stockholder with respect to the Common Stock. However, the grant of an RSU includes the grant of dividend equivalents with respect to such RSU. The Company records cash dividends for RSUs to be paid in the future at an amount equal to the rate paid on a share of Common Stock for each then-outstanding RSU granted. The accumulated dividend equivalents related to outstanding grants vest on the applicable vesting date for the RSU with respect to which such dividend equivalents were credited, and are paid in cash at the time a stock certificate evidencing the shares represented by such vested RSU is delivered. 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, December 31, 2015 3,391,607 $ 1.87 Options granted 3,144,358 $ 1.21 Options exercised - $ - Options forfeited (182,189 ) $ 1.92 Options expired (453,045 ) $ 1.92 Awards outstanding, December 31, 2016 5,900,731 $ 1.52 $ 0 3.85 Awards vested and expected to vest at December 31, 2016 5,822,851 $ 1.52 $ 0 3.82 Awards exercisable at December 31, 2016 2,682,299 $ 1.84 $ 0 1.03 A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Aggregate Weighted Awards outstanding, December 31, 2015 806,324 Restricted stock units granted 557,586 Restricted stock units settled by delivery of Common Stock upon vesting (478,127 ) Restricted stock units forfeited (167,788 ) Awards outstanding, December 31, 2016 717,995 $ 610 1.21 Awards vested and expected to vest at December 31, 2016 709,495 $ 603 0.99 A summary of the status of the Company’s unvested share-based payment awards as of December 31, 2016 and changes in the year then ended is as follows: Unvested Awards Awards Weighted Shares underlying awards unvested at December 31, 2015 1,473,765 $ 1.44 Shares underlying options granted 3,144,358 $ 0.37 Shares underlying restricted stock units granted 557,586 $ 1.30 Shares underlying options vested (411,178 ) $ 0.51 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (478,127 ) $ 2.16 Shares underlying unvested options forfeited (182,189 ) $ 0.50 Shares underlying unvested restricted stock units forfeited (167,788 ) $ 1.25 Shares underlying awards unvested at December 31, 2016 3,936,427 $ 0.62 For the years ended December 31, 2016 and 2015, approximately 3.1 million and 41 thousand stock options, respectively, were granted to employees of the Company, and zero and 603 options were exercised during the years ended December 31, 2016 and 2015, respectively, yielding $0 and $838, respectively, of cash proceeds to the Company. For the years ended December 31, 2016 and 2015, approximately 558 thousand and 104 thousand restricted stock units, respectively, were granted to employees of the Company, and 478 thousand and 491 thousand, respectively, were issued under restricted stock unit grants. For the years ended December 31, 2016 and 2015, the total fair value of share-based awards vested was approximately $696 thousand and $1.3 million, respectively. For the years ended December 31, 2016 and 2015, the total intrinsic value of options exercised was approximately $0 and $373, respectively. For the years ended December 31, 2016 and 2015, the total intrinsic value of restricted stock units that vested was approximately $484 thousand and $840 thousand, respectively. As of December 31, 2016, there was approximately $1.9 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.8 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (10) Commitments and Contingencies Operating Leases and Employment Agreements The Company is committed under operating leases, principally for office space, which expire at various dates through January 2026. Certain leases contain escalation clauses relating to increases in property taxes and maintenance costs. Rent expense was approximately $2.1 million and $2.1 million for the years ended December 31, 2016 and 2015, respectively. Additionally, the Company has agreements with certain of its employees and outside contributors, whose future minimum payments are dependent on the future fulfillment of their services thereunder. As of December 31, 2016, total future minimum cash payments are as follows: Payments Due by Year Contractual Total 2017 2018 2019 2020 2021 After 2021 Operating leases $ 9,901,098 $ 2,548,668 $ 2,382,038 $ 1,996,904 $ 1,987,382 $ 186,294 $ 799,812 Employment agreement 2,500,000 2,500,000 — — — — — Outside contributors 137,500 137,500 — — — — — Total contractual cash obligations $ 12,538,598 $ 5,186,168 $ 2,382,038 $ 1,996,904 $ 1,987,382 $ 186,294 $ 799,812 Legal Proceedings The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material. |
Long Term Investment
Long Term Investment | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Long Term Investment | (11) Long Term Investment During 2008, the Company made an investment in Debtfolio, Inc. (“Debtfolio”), doing business as Geezeo, an online financial management solutions provider for banks and credit unions. The investment totaled approximately $1.9 million for an 18.5% ownership stake. Additionally, the Company incurred approximately $0.2 million of legal fees in connection with this investment. During the first quarter of 2009, the carrying value of the Company’s investment was written down to fair value based upon an estimate of the market value of the Company’s equity in light of Debtfolio’s efforts to raise capital at the time from third parties. The impairment charge approximated $1.5 million. During the three months ended June 30, 2010, the Company determined it was necessary to record a second impairment charge totaling approximately $555 thousand, writing the value of the investment to zero. This was deemed necessary by management based upon their consideration of Debtfolio, Inc.’s continued negative cash flow from operations, current financial position and lack of current liquidity. In October 2011, Debtfolio, Inc. repurchased the Company’s ownership stake in exchange for a subordinated promissory note in the aggregate principal amount of $555 thousand payable on October 31, 2014. On October 28, 2014, a revised subordinated promissory note with revised repayment terms was agreed to which required cash payments totaling $255 thousand during 2014, and eight quarterly installments of approximately $48 thousand plus 5% simple interest during 2015 and 2016. As of December 31, 2016, all required payments have been received. |
Restructuring and Other Charges
Restructuring and Other Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | (12) Restructuring and Other Charges During the year ended December 31, 2012, the Company implemented a targeted reduction in force. Additionally, in accessing the ongoing needs of the organization, the Company elected to discontinue using certain software as a service, consulting and data providers, and elected to write-off certain previously capitalized software development projects. The actions were taken after a review of the Company’s cost structure with the goal of better aligning the cost structure with the Company’s revenue base. These restructuring efforts resulted in restructuring and other charges of approximately $3.4 million during the year ended December 31, 2012. Additionally, as a result of the Company’s acquisition of The Deal LLC (“The Deal”) in September 2012, the Company discontinued the use of The Deal’s office space and implemented a reduction in force to eliminate redundant positions, resulting in restructuring and other charges of approximately $3.5 million during the year ended December 31, 2012. In August 2015, the Company received a one year notice of termination under which the landlord elected to terminate The Deal’s office space lease. As a result, the Company was no longer obligated to fulfill the original full lease term and the Company recorded an adjustment to its restructuring reserve totaling approximately $1.2 million, which resulted in a restructuring and other charges credit on the Company’s Consolidated Statements of Operations. Additionally, the Company received a lease termination credit of approximately $583 thousand from the landlord when the office space was vacated in August 2016. Collectively, these activities are referred to as the “2012 Restructuring”. The following table displays the activity of the 2012 Restructuring reserve account from the initial charges during the first quarter of 2012 through its conclusion during the year ended December 31, 2016. Workforce Asset Termination Lease Total Restructuring charge $ 3,307,330 $ 954,302 $ 531,828 $ 2,085,000 $ 6,878,460 Noncash charges (222,215 ) (954,302 ) (220,178 ) - (1,396,695 ) Payments (2,462,425 ) - (148,816 ) (190,518 ) (2,801,759 ) Balance December 31, 2012 622,690 - 162,834 1,894,482 2,680,006 Adjustments to prior estimates (7,586 ) - 5,446 27,130 24,990 (Payments)/sublease income, net (615,104 ) - (168,280 ) (640,200 ) (1,423,584 ) Balance December 31, 2013 - - - 1,281,412 1,281,412 Adjustment to prior estimates - - - 44,678 44,678 (Payments)/sublease income, net - - - 58,646 58,646 Balance December 31, 2014 - - - 1,384,736 1,384,736 Adjustment to prior estimates - - - (1,196,834 ) (1,196,834 ) (Payments)/sublease income, net - - - (88,593 ) (88,593 ) Balance December 31, 2015 - - - 99,309 99,309 Adjustment to prior estimates - - - (78,828 ) (78,828 ) (Payments)/sublease income, net - - - (20,481 ) (20,481 ) Balance December 31, 2016 $ - $ - $ - $ - $ - The following table shows, by reportable segment, the amounts expensed and paid for our 2012 Restructuring and the remaining accrued balance of restructuring costs as of December 31, 2016: The Deal / RateWatch Business to Total Restructuring charge $ 3,459,836 $ 218,129 $ 3,200,495 $ 6,878,460 Noncash charges - (38,707 ) (1,357,988 ) (1,396,695 ) Payments (1,295,452 ) (105,867 ) (1,400,440 ) (2,801,759 ) Balance December 31, 2012 2,164,384 73,554 442,068 2,680,006 Adjustments to prior estimates 27,130 (1,436 ) (704 ) 24,990 Payments (910,102 ) (72,119 ) (441,363 ) (1,423,584 ) Balance December 31, 2013 1,281,412 - - 1,281,412 Adjustments to prior estimates 44,678 - - 44,678 (Payments)/sublease income, net 58,646 - - 58,646 Balance December 31, 2014 1,384,736 - - 1,384,736 Adjustments to prior estimates (1,196,834 ) - - (1,196,834 ) (Payments)/sublease income, net (88,593 ) - - (88,593 ) Balance December 31, 2015 99,309 - - 99,309 Adjustments to prior estimates (78,828 ) - - (78,828 ) (Payments)/sublease income, net (20,481 ) - - (20,481 ) Balance December 31, 2016 $ - $ - $ - $ - 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. Additionally, in August 2016 the Company received the lease termination fee from the landlord when The Deal’s office space was vacated resulting in a reduction to restructuring and other charges of approximately $583 thousand. |
Change in Fair Value of Conting
Change in Fair Value of Contingent Consideration | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Change in Fair Value of Contingent Consideration | (13) Change in Fair Value of Contingent Consideration During the three months ended December 31, 2016, the Company reduced its estimate of the acquisition contingent earn-out payable to the former owners of Management Diagnostics LLC based upon revised 2017 revenue estimates, a resulting in restructuring and other charges credit of approximately $1.8 million. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | (14) Other Liabilities Other liabilities consist of the following: As of December 31, 2016 2015 Deferred rent $ 1,904,319 $ 1,870,583 Acquisition contingent earn-out 907,657 2,590,339 Deferred revenue 460,748 897,453 Other liabilities 2,092 2,092 $ 3,274,816 $ 5,360,467 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | (15) Employee Benefit Plan The Company maintains a noncontributory savings plan in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) plan covers all eligible employees. For the years ended December 31, 2016 and 2015, the plan provided an employer matching contribution of 100% of employee contributions, up to a maximum of 8% of each employee’s total compensation within statutory limits. The Company’s matching contribution totaled approximately $1.7 million and $1.7 million for the years ended December 31, 2016 and 2015, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | (16) Selected Quarterly Financial Data (Unaudited) For the Year Ended December 31, 2016 First Second Third Fourth (In thousands, except per share data) Total net revenue $ 16,069 $ 16,293 $ 15,214 $ 15,924 Total operating expense (Note 1) 19,208 17,173 16,097 28,233 Net loss (3,444 ) (1,211 ) (1,221 ) (11,639 ) Preferred stock cash dividends - - - - Net loss attributable to common stockholders $ (3,444 ) $ (1,211 ) $ (1,221 ) $ (11,639 ) Basic and diluted net loss attributable to common stockholders $ (0.10 ) $ (0.03 ) $ (0.03 ) $ (0.33 ) For the Year Ended December 31, 2015 First Second Third Fourth (In thousands, except per share data) Total net revenue $ 16,890 $ 17,137 $ 16,662 $ 16,967 Total operating expense (Note 2) 17,601 17,521 16,033 16,740 Net (loss) income (977 ) (671 ) 354 (249 ) Preferred stock cash dividends 96 96 96 96 Net (loss) income attributable to common stockholders $ (1,073 ) $ (768 ) $ 258 $ (346 ) Basic and diluted net (loss) income attributable to common stockholders $ (0.03 ) $ (0.02 ) $ 0.01 $ (0.01 ) Note 1: During the three months ended March 31, 2016, the Company announced the resignation of the Company’s President and Chief Executive Officer resulting in restructuring and other charges of approximately $1.4 million, with an additional $163 thousand charge recorded during the three months ended June 30, 2016. Additionally, during the three months ended March 31, 2016, the Company recorded a $1.2 million provision as an estimate for state and municipal sales tax not collected on sales to our customers or remitted to various states or municipalities, with an additional $120 thousand recorded during the three months ended June 30, 2016. During the three months ended September 30, 2016, the Company received a lease termination credit of approximately $583 thousand resulting from the termination of The Deal’s office space lease. During the three months ended December 31, 2016, the Company reduced its estimate of the acquisition contingent earn-out payable to the former owners of Management Diagnostics LLC based upon revised 2017 revenue estimates, a resulting in a change in fair value of contingent consideration credit of approximately $1.8 million. Additionally, during the three months ended December 31, 2016 the Company recorded an impairment of goodwill of approximately $11.6 million, reversed $700 thousand of the sales tax provision that had been recorded earlier in the year, and recorded catch up amortization expense of $1.5 million related to capitalized software and website development projects. Note 2: 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 resulting in a $1.2 million restructuring and other charges reduction to total operating expense. |
Segment and Geographic Data
Segment and Geographic Data | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Data | 17) Segment and Geographic Data Segments Effective October 1, 2016 and a result of organizational changes related to our new management team in 2016, we changed our financial reporting to better reflect how we gather and analyze business and financial information about our businesses. We now report our results in three segments: (i) The Deal / BoardEx and (ii) RateWatch, which comprise our business to business segment, and (iii) business to consumer, which is primarily comprised of the Company’s premium subscription newsletter products and website advertising. We have revised our 2015 financial results to conform to the 2016 presentation. For the Year Ended December 31, 2016 2015 Revenue: - The Deal / BoardEx $ 22,130,695 $ 21,716,721 - RateWatch 7,192,706 7,275,399 Total business to business 29,323,401 28,992,120 - Business to consumer 34,176,130 38,663,780 Total $ 63,499,531 $ 67,655,900 Operating (loss) income: - The Deal / BoardEx $ (14,714,304 ) $ (3,344,626 ) - RateWatch (484,439 ) 128,168 Total business to business (15,198,743 ) (3,216,458 ) - Business to consumer (2,012,844 ) 2,977,433 Total $ (17,211,587 ) $ (239,025 ) Net interest (expense) income: - The Deal / BoardEx $ (90,867 ) $ (142,694 ) - RateWatch 9,862 3,177 Total business to business (81,005 ) (139,517 ) - Business to consumer 46,884 16,880 Total $ (34,121 ) $ (122,637 ) Provision for income taxes: - The Deal / BoardEx $ 138,816 $ 382,043 - RateWatch 6,978 126,612 Total business to business 145,794 508,655 - Business to consumer 123,213 672,686 Total $ 269,007 $ 1,181,341 Net (loss) income: - The Deal / BoardEx $ (14,943,987 ) $ (3,869,363 ) - RateWatch (481,555 ) 4,733 Total business to business (15,425,542 ) (3,864,630 ) - Business to consumer (2,089,173 ) 2,321,627 Total $ (17,514,715 ) $ (1,543,003 ) Due to the nature of the Company’s operations, a majority of its assets are utilized across all segments. In addition, segment assets are not reported to, or used by, the Chief Operating Decision Maker to allocate resources or assess performance of the Company’s segments. Accordingly, the Company has not disclosed asset information by segment. Geographic Data In 2016 and 2015, substantially all of the Company’s revenue were from customers in the United States and substantially all of our long-loved assets are located in the United States. The remainder of the Company’s revenue and its long-lived assets are a result of our BoardEx operations outside of the United States, which is headquartered in London, England. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2016 and 2015 Allowance for Doubtful Accounts Balance at Provision Write- Balance at For the year ended December 31, 2016 $ 357,417 $ (21,458 ) $ 19,755 $ 316,204 For the year ended December 31, 2015 $ 318,141 $ 129,108 $ 89,832 $ 357,417 |
Organization, Nature of Busin26
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Organization and Nature of Business TheStreet, Inc. together with its wholly owned subsidiaries (“TheStreet”, “we”, “us” or the “Company”), is a leading financial news and information provider. Our business-to-business (“B2B”) and business-to-consumer (“B2C”) content and products provide individual and institutional investors, advisors and dealmakers with actionable information from the worlds of finance and business. Our B2B business products have helped diversify our business from primarily serving retail investors to also providing an indispensable source of business intelligence for both high net worth individuals and executives in the top firms in the world. The Deal delivers sophisticated news and analysis on changes in corporate control including mergers and acquisitions, private equity, corporate activism and restructuring. BoardEx is an institutional relationship capital management database and platform which holds in-depth profiles of almost 1 million of the world's most important business leaders. Our third B2B business product, RateWatch, publishes bank rate market information including competitive deposit, loan and fee rate data. Our B2B business derives revenue primarily from subscription products, events/conferences and information services. Our B2C business is led by our namesake website, TheStreet.com |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, the following: useful lives of intangible assets, useful lives of property and equipment; the carrying value of goodwill, intangible assets and marketable securities, allowances for doubtful accounts and deferred tax assets, accrued expense estimates, reserves for estimated tax liabilities, certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees, restructuring charges, and the calculation of a contingent earn-out payment from the acquisition of Management Diagnostics Limited. |
Consolidation | Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of TheStreet, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition We report revenue in two categories: business to business and business to consumer. Business to business revenue is primarily comprised of subscriptions that provide access to director and officer profiles, relationship capital management services, bank rate data and transactional information pertaining to the mergers and acquisitions environment as well as events/conferences, information services and other miscellaneous revenue. Business to consumer revenue is primarily comprised of subscriptions that provide access to securities investment information and stock market commentary, advertising and sponsorships and other miscellaneous revenue. Subscriptions are charged to customers’ credit cards or are directly billed to corporate subscribers, and are generally billed in advance on a monthly, quarterly or annual basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Deferred revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. Subscription revenue is subject to estimation and variability due to the fact that, in the normal course of business, subscribers may for various reasons contact us or their credit card companies to request a refund or other adjustment for a previously purchased subscription. With respect to many of our business to consumer products, we offer the ability to receive a refund during the first 30 days but none thereafter. Accordingly, we maintain a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which revenue was recognized in a prior period. The calculation of this provision is based upon historical trends and is reevaluated each quarter. The provision was not material for the years ended December 31, 2016 and 2015. Advertising revenue is comprised of fees charged for the placement of advertising and sponsorships, primarily within TheStreet.com |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all short-term investment-grade securities with original maturities of three months or less from the date of purchase to be cash equivalents. As of December 31, 2016, the Company has a total of approximately $500 thousand of cash that serves as collateral for an outstanding letter of credit, which cash is classified as restricted. The letter of credit serves as a security deposit for the Company’s office space in New York City. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years and of furniture and fixtures is five years. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. |
Capitalized Software and Website Development Costs | Capitalized Software and Website Development Costs The Company expenses all costs incurred in the preliminary project stage for software developed for internal use and capitalizes all external direct costs of materials and services consumed in developing or obtaining internal-use computer software in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other . The Company also accounts for its Website development costs under ASC 350 , Capitalized software and Website development costs are amortized using the straight-line method over the estimated useful life of the software or Website, which varies based upon the project. Total amortization expense was approximately $1.8 million and $1.0 million, for the years ended December 31, 2016 and 2015, respectively. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Under the provisions of ASC 350, goodwill and indefinite lived intangible assets are required to be tested for impairment on an annual basis and between annual tests whenever circumstances arise that indicate a possible impairment might exist. We perform our annual impairment tests as of October 1 each year. Impairment exists when the carrying amount of goodwill or indefinite lived intangible assets of a reporting unit exceed their implied fair value, resulting in an impairment charge for this excess. During the year ended December 31, 2015, the business was managed as a single segment where subscription and advertising products were sold throughout the Company, financial results were reviewed on a consolidated basis and separate and discrete financial information was not available and not presented to Company management or the Board of Directors. During 2016, the Company reassessed the identification of operating segments due to changes in key personnel, including the Chief Operating Decision Maker, and during the fourth quarter of 2016 began to provide separate and discrete segment financial information. We currently regard our Company to operate in three distinct operating segments: The Deal / BoardEx, RateWatch and Business to Consumer. These operating segments also represent the Company’s reporting units. Prior periods have been adjusted to reflect the change in operating segments. The Company tests goodwill for impairment using a quantitative analysis consisting of a two-step approach. The first step of our quantitative analysis consists of a comparison of the carrying value of our reporting units, including goodwill, to the estimated fair value of our reporting units using a market approach for the valuation of our common stock, based upon actual prices of the Company’s Common Stock, and the income approach for the estimated fair value of the Company’s outstanding Preferred Shares. The Company also performed an income approach to confirm the reasonableness of these result by using the discounted cash flow methodology. If step one results in the carrying value of the reporting unit exceeding the fair value of such reporting unit, we would then proceed to step two which would require us to calculate the amount of impairment loss, if any, that we would record for such reporting unit. The calculation of the impairment loss in step two would be equivalent to the reporting unit’s carrying value of goodwill less the implied fair value of such goodwill. Our use of a discounted cash flow methodology includes estimates of future revenue based upon budget projections and growth rates which take into account estimated inflation rates. We also develop estimates for future levels of gross and operating profits and projected capital expenditures. Our methodology also includes the use of estimated discount rates based upon industry and competitor analysis as well as other factors. The estimates that we use in our discounted cash flow methodology involve many assumptions by management that are based upon future growth projections. ASU 2011-08, Testing for Goodwill Impairment Based upon the annual impairment test performed as of October 1, 2016, we concluded that The Deal / BoardEx reporting unit goodwill was impaired while the RateWatch and Business to Consumer reporting units’ were not impaired by approximately 16% and 33%, respectively. During the fourth quarter of 2016, the Company’s stock price declined from an average price of $1.115 on the valuation date to $0.855 as of December 31, 2016. This triggering event resulted in the Company performing a second impairment review as of December 31, 2016. Based on this analysis, we also concluded that The Deal / BoardEx reporting unit goodwill was impaired as of December 31, 2016, while the RateWatch and Business to Consumer reporting units’ were not impaired by approximately 26% and 21%, respectively. As a result of our impairment testing, we recorded an impairment charge of approximately $11.6 million to The Deal / BoardEx reporting unit. The fair value of the Company’s outstanding Preferred Shares requires significant judgments, including the estimation of the amount of time until a liquidation event occurs as well as an appropriate cash flow discount rate. Further, in assigning a fair value to the Company’s Preferred Stock, the Company also considered that the preferred shareholders are entitled to receive a $55 million liquidation preference upon liquidation or dissolution of the Company or upon any change of control event. Additionally, the holders of the Preferred Shares are entitled to receive dividends and to vote as a single class together with the holders of the Common Stock on an as-converted basis and, provided certain preferred share ownership levels are maintained, are entitled to representation on the Company’s board of directors and may unilaterally block issuance of certain classes of capital stock, the purchase or redemption of certain classes of capital stock, including Common Stock (with certain exceptions) and any increases in the per-share amount of dividends payable to the holders of the Common Stock. A decrease in the price of the Company’s Common Stock, or changes in the estimated value of the Company’s Preferred Shares, could materially affect the determination of the fair value and could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. In conducting our 2016 annual indefinite lived intangible asset impairment test with the assistance of our independent appraisal firm, we determined its fair value using the relief-from-royalty method. The application of the relief-from-royalty method requires the estimation of future income and the conversion of that income into an estimate of value. Future income related to a trade name is measured in terms of the savings that a company realizes by owning the indefinite lived trade name, thereby avoiding royalty payments to use the trade name in the absence of ownership. To calculate the royalty savings, we estimate (i) future revenue attributable to the RateWatch trade name; (ii) a royalty rate that a hypothetical licensee would be willing to pay for its use; and (iii) a discount rate to reduce future after-tax royalty savings to present value. We selected an appropriate royalty rate by searching various transaction databases for publicly disclosed transactions to license similar assets between service businesses, with a focus on companies that operate in industries similar to RateWatch. Based upon the analysis, we concluded that the book value of the indefinite lived trade name was not impaired as of the October 1, 2016 valuation date as the fair value exceeded its book value by approximately 29%. Based upon the annual impairment test performed in 2015, the Company concluded that the book value of its indefinite lived trade name was not impaired as the fair value exceeded its book value by approximately 129%. In testing for impairment of the Company’s Additionally, the Company evaluates the remaining useful lives of intangible assets each year to determine whether events or circumstances continue to support their useful life. There have been no changes in useful lives of intangible assets for each period presented. |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets, including amortizable identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management does not believe that there was any impairment of long-lived assets as of December 31, 2016 and 2015. |
Income Taxes | Income Taxes The Company accounts for its income taxes in accordance with ASC 740-10, Income Taxes ASC 740-10 also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. As of December 31, 2016 and 2015, no liability for unrecognized tax benefits was required to be recorded. Interest costs related to unrecognized tax benefits would be classified within “Net interest expense” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative” expense. There is no interest expense or penalty related to tax uncertainties reported in the consolidated statements of operations for the years ended December 31, 2016 or 2015. Deferred tax assets pertaining to windfall tax benefits on the exercise of share awards and the corresponding credit to additional paid-in capital are recorded if the related tax deduction reduces tax payable. The Company has elected the “with-and-without approach” regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to the Company. The Company files income tax returns in the United States (federal), and in various state and local jurisdictions, as well as in the United Kingdom and India. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2013, and is not currently under examination by any federal, state or local jurisdiction. It is not anticipated that unrecognized tax benefits will significantly change in the next twelve months. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of accounts and other receivables, accounts payable, accrued expenses and deferred revenue approximate fair value due to the short-term maturities of these instruments. |
Business Concentrations and Credit Risk | 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 December 31, 2016, the Company’s cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds. For the years ended December 31, 2016 and 2015, no single customer accounted for 10% or more of consolidated revenue. As of December 31, 2016 and 2015, no single customer 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. |
Other Comprehensive Loss | Other Comprehensive Loss Comprehensive loss is a measure which includes both net loss and other comprehensive loss. Other comprehensive loss results from items deferred from recognition into the statement of operations. Accumulated other comprehensive loss is separately presented on the consolidated statement of comprehensive loss and on both the Company's consolidated balance sheet and as part of the consolidated statement of stockholders’ equity. Other comprehensive loss consists of unrealized gains and losses on marketable securities classified as available for sale as well as foreign currency translation adjustments from subsidiaries where the local currency is the functional currency. |
Foreign Currency | Foreign Currency The functional currency of the Company’s international subsidiaries is the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and monthly average rates of exchange for the period for revenue and expense. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Gains and losses resulting from currency transactions are included in earnings. |
Net Loss Per Share of Common Stock | 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 years ended December 31, 2016 and 2015, approximately 708 thousand and 3.1 million, respectively, of unvested restricted stock units, vested and unvested options to purchase Common Stock, were excluded from the calculation, as their effect would result in a lower net loss per share. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. For the years ended December 31, 2016 and 2015, advertising expense totaled approximately $2.5 million and $2.6 million, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, Share Based Payment Transactions Stock-based compensation expense recognized for the years ended December 31, 2016 and 2015 was approximately $1.6 million (inclusive if $105 thousand of noncash compensation expense charged to restructuring and other charges) and $1.6 million, respectively. As of December 31, 2016, there was approximately $1.9 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 1.8 years. Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2016 and 2015 includes compensation expense for all share-based payment awards based upon the estimated grant date fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite service period of the award. As stock-based compensation expense recognized in the years ended December 31, 2016 and 2015 is based upon awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividends. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted-average value of the applicable assumption used to value stock option awards at their grant date. In determining the volatility assumption, the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to the expected option lives. The expected option lives, which represent the period of time that options granted are expected to be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s stock option awards. The dividend yield assumption was based on the history and expectation of future dividend payouts. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. The Company’s estimate of pre-vesting forfeitures is primarily based on historical experience and is adjusted to reflect actual forfeitures as the options vest. The weighted-average grant date fair value per share of stock option awards granted during the years ended December 31, 2016 and 2015 was $0.37 and $0.39, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Years Ended December 2016 2015 Expected option lives 4.5 years 3.0 years Expected volatility 34.87 % 35.45 % Risk-free interest rate 1.12 % 0.97 % Expected dividends 0.00 % 4.59 % The value of each restricted stock unit awarded is equal to the closing price per share of the Company’s Common Stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. The weighted-average grant date fair value per share of restricted stock units granted during the years ended December 31, 2016 and 2015 was $1.30 and $2.19, respectively. The Company utilizes the alternative transition method for calculating the tax effects of stock-based compensation. Under the alternative transition method the Company established the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation and then determined the subsequent impact on the APIC pool and cash flows of the tax effects of employee stock-based compensation awards that are outstanding. |
2007 Performance Incentive Plan | 2007 Performance Incentive Plan In 2007, the Company adopted the 2007 Plan, whereby executive officers, directors, employees and consultants may be eligible to receive cash or equity-based performance awards based on set performance criteria. In 2016 and 2015, the Compensation Committee granted short-term cash performance awards, payable to certain officers, upon the Company’s achievement of specified performance goals for such year as defined by the Compensation Committee. The target short-term cash bonus opportunities for officers reflected a percentage of the officer’s base salary. Potential payout was zero if a threshold percentage of the target was not achieved and a sliding scale thereafter, subject to a cap, starting at a figure less than 100% if the threshold was achieved but the target was not met and ending at a figure above 100% if the target was exceeded. Short-term incentives of approximately $486 thousand and $670 thousand were deemed earned with respect to the years ended December 31, 2016 and 2015, respectively. |
Preferred Stock | Preferred Stock The Company applies the guidance in ASC 480, Distinguishing Liabilities from Equity The Company’s Series B Convertible Preferred Stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within the Company’s control as of December 31, 2016. Accordingly, the Series B Convertible Preferred Stock is presented as a component of stockholders’ equity. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events for recognition or disclosure. |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Pronouncements Adopted In January 2015, the FASB issued ASU No. 2015-01, Income Statement — Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items Recently Issued Accounting Standards 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). Based upon our revenue streams of subscription and advertising, we do not believe that adoption of ASU 2014-09 will have a significant impact on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17 (Topic 740), “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 requires deferred tax liabilities and assets to be classified as noncurrent in the Consolidated Balance Sheet. The standard will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for financial statements that have not been previously issued. The ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The impact of our pending adoption of this standard is not expected to have a material impact on our consolidated balance sheet. 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 In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles — Goodwill and Other Simplifying the Test for goodwill Impairment |
Organization, Nature of Busin27
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of stock option weighted-average assumptions | The weighted-average grant date fair value per share of stock option awards granted during the years ended December 31, 2016 and 2015 was $0.37 and $0.39, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Year Ended December 2016 2015 Expected option lives 4.5 years 3.0 years Expected volatility 34.87 % 35.45 % Risk-free interest rate 1.12 % 0.97 % Expected dividends 0.00 % 4.59 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share reconciles | The following table reconciles the numerator and denominator for the calculation. For the Years Ended December 2016 2015 Basic and diluted net loss per share Numerator: Net loss $ 17,514,715 $ 1,543,003 Preferred stock cash dividends - 385,696 Numerator for basic and diluted earnings per share – Net loss attributable to common stockholders $ 17,514,715 $ 1,928,699 Denominator: Weighted average basic and diluted shares outstanding 35,236,113 34,839,233 Basic and diluted net loss per share: Net loss attributable to common stockholders $ (0.50 ) $ (0.06 ) |
Cash and Cash Equivalents, Ma29
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule of cash cash equivalents marketable securities and restricted cash | As of December 31, 2016 2015 Cash and cash equivalents $ 21,371,122 $ 28,445,416 Noncurrent marketable securities 1,550,000 1,590,000 Current and noncurrent restricted cash 500,000 661,250 Total cash and cash equivalents, noncurrent marketable securities and current and noncurrent restricted cash $ 23,421,122 $ 30,696,666 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial statements and measured at fair value | Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of December 31, 2016 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 21,371,122 $ 21,371,122 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,550,000 — — 1,550,000 Contingent earn-out (3) 907,657 — — 907,657 Total at fair value $ 24,328,779 $ 21,871,122 $ — $ 2,457,657 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 and cash equivalents and restricted cash, totaling approximately $21.9 million and $29.1 million as of December 31, 2016 and 2015, respectively, consist primarily of checking accounts and money market funds for which we determine fair value through quoted market prices. (2) Marketable securities include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of December 31, 2016 and 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 and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2016, the Company determined there was a decline in the fair value of its ARS investments of $300 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. 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. |
Schedule of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) | The following table provides 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 Balance December 31, 2014 $ 1,560,000 Change in fair value of investment 30,000 Balance December 31, 2015 1,590,000 Change in fair value of investment (40,000 ) Balance December 31, 2016 $ 1,550,000 Contingent Balance December 31, 2014 $ 2,602,105 Purchase accounting adjustment (144,398 ) Accretion of net present value 132,632 Balance December 31, 2015 2,590,339 Reduction to estimated earn-out (1,807,945 ) Accretion of net present value 125,263 Balance December 31, 2016 $ 907,65 7 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment as of December 31, 2016 and 2015 consists of the following: As of December 31, 2016 2015 Computer equipment and software $ 2,516,189 $ 1,823,428 Furniture and fixtures and telephone equipment 2,080,658 2,041,229 Leasehold improvements 4,635,446 3,713,491 9,232,293 7,578,148 Less accumulated depreciation and amortization 5,682,286 4,804,411 Property and equipment, net $ 3,550,007 $ 2,773,73 7 |
Goodwill and Other Intangible32
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 were as follows: Balance as of December 31, 2014 $ 44,810,467 Purchase accounting adjustments (237,772 ) Exchange rate impact (1,254,025 ) Balance as of December 31, 2015 43,318,670 Impairment charge (11,583,000 ) Exchange rate impact (2,552,529 ) Balance as of December 31, 2016 $ 29,183,141 During the year ended December 31, 2015, the business was managed as a single segment where subscription and advertising products were sold throughout the Company, financial results were reviewed on a consolidated basis and separate and discrete financial information was not available. During 2016, the Company reassessed the identification of operating segments due to changes in key personnel, including the Chief Operating Decision Maker, and during the fourth quarter of 2016 began to provide separate and discrete segment financial information. We currently regard our Company to operate in three distinct operating segments: The Deal / BoardEx, RateWatch and Business to Consumer. These operating segments also represent the Company’s reporting units. The Deal/ RateWatch Business to Total Balance as of December 31, 2014 $ 44,810,467 Purchase accounting adjustments (237,772 ) Exchange rate impact (1,254,025 ) Balance December 31, 2015 43,318,670 Exchange rate impact (1,897,318 ) Balance October 1, 2016 $ 14,104,120 $ 5,851,050 $ 21,466,182 41,421,352 Exchange rate impact (655,211 ) - - (655,211 ) Impairment charge (11,583,000 ) - - (11,583,000 ) Balance December 31, 2016 $ 1,865,909 $ 5,851,050 $ 21,466,182 $ 29,183,141 |
Schedule of goodwill and intangible assets and related accumulated amortization | The Company’s goodwill and intangible assets and related accumulated amortization as of December 31, 2016 and 2015 consist of the following: As of December 31, 2016 2015 Total goodwill $ 29,183,141 $ 43,318,670 Intangible assets not subject to amortization: Trade name $ 720,000 $ 720,000 Total intangible assets not subject to amortization 720,000 720,000 Intangible assets subject to amortization: Customer relationships 13,622,590 14,188,406 Software models 1,988,194 1,988,194 Noncompete agreement 130,000 130,000 Product databases 8,608,166 8,863,608 Trade names 719,085 786,878 Capitalized website and software development 9,313,536 7,511,193 Domain names 160,425 160,425 Total intangible assets subject to amortization 34,541,996 33,628,704 Less accumulated amortization (20,134,178 ) (15,674,328 ) Net intangible assets subject to amortization 14,407,818 17,954,376 Total intangible assets $ 15,127,818 $ 18,674,376 |
Schedule of estimated amortization expense | Amortization expense totaled approximately $4.7 million and $3.1 million for the years ended December 31, 2016 and 2015, respectively. The estimated amortization expense for the next five years and thereafter is as follows: For the Years December 31, Amount 2017 $ 3,811,478 2018 2,710,592 2019 1,888,557 2020 1,677,020 2021 1,526,446 Thereafter 2,793,725 Total $ 14,407,818 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued expenses as of December 31, 2016 and 2015 consist of the following: As of December 31, 2016 2015 Payroll and related costs $ 2,261,401 $ 1,941,665 Professional fees 531,876 728,336 Tax related 531,609 591,827 Business development 440,668 391,854 Data related costs 338,064 331,918 Other liabilities 1,011,940 1,176,381 Total accrued expenses $ 5,115,558 $ 5,161,98 1 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of the provision for income taxes | The Company is subject to federal, state and local corporate income taxes. The components of the provision for income taxes reflected on the consolidated statements of operations are set forth below: (in thousands) 2016 2015 Current taxes: U.S. federal $ - $ - State and local - 0 Foreign 139 4 Total current tax benefit $ 139 $ 4 Deferred taxes: U.S. federal $ 38 $ 809 State and local 92 368 Foreign - - Total deferred tax expense $ 130 $ 1,177 Total tax expense $ 269 $ 1,181 |
Schedule of reconciliation of effective income tax rate | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective income tax rate is set forth below: For the Years Ended December 31, 2016 2015 U.S. statutory federal income tax rate 34.0 % 34.0 % State income taxes, net of federal tax benefit 10.2 % -67.2 % Effect of permanent differences -0.4 % -35.7 % R&D Credit 0.1 % 26.7 % Foreign Tax Rate Differential -6.3 % -2.9 % Change to valuation allowance -39.0 % -281.6 % Other -0.2 % - Effective income tax rate -1.6 % -326.6 % |
Schedule of net deferred tax assets and liabilities | Significant components of the Company's net deferred tax assets and liabilities are set forth below: As of December 31, (in thousands) 2016 2015 Deferred tax assets: Operating loss carryforward $ 71,334 $ 70,426 Windfall tax benefit carryforward (5,332 ) (5,332 ) Capital loss carryforward 152 229 Goodwill 3,089 - Intangible assets 2,339 (329 ) Accrued expenses 1,112 1,158 Depreciation 551 884 Other 1,935 1,820 Total deferred tax assets 75,180 68,856 Goodwill (1,735 ) (1,612 ) Trademarks (301 ) (294 ) Total deferred tax liabilities (2,036 ) (1,906 ) Less: valuation allowance (75,180 ) (68,856 ) Net deferred tax liability $ (2,036 ) $ (1,906 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of 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 Weighted Aggregate Weighted Awards outstanding, December 31, 2015 3,391,607 $ 1.87 Options granted 3,144,358 $ 1.21 Options exercised - $ - Options forfeited (182,189 ) $ 1.92 Options expired (453,045 ) $ 1.92 Awards outstanding, December 31, 2016 5,900,731 $ 1.52 $ 0 3.85 Awards vested and expected to vest at December 31, 2016 5,822,851 $ 1.52 $ 0 3.82 Awards exercisable at December 31, 2016 2,682,299 $ 1.84 $ 0 1.0 3 |
Schedule of 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 Aggregate Weighted Awards outstanding, December 31, 2015 806,324 Restricted stock units granted 557,586 Restricted stock units settled by delivery of Common Stock upon vesting (478,127 ) Restricted stock units forfeited (167,788 ) Awards outstanding, December 31, 2016 717,995 $ 610 1.21 Awards vested and expected to vest at December 31, 2016 709,495 $ 603 0.9 9 |
Schedule of unvested share-based payment awards | A summary of the status of the Company’s unvested share-based payment awards as of December 31, 2016 and changes in the year then ended is as follows: Unvested Awards Awards Weighted Shares underlying awards unvested at December 31, 2015 1,473,765 $ 1.44 Shares underlying options granted 3,144,358 $ 0.37 Shares underlying restricted stock units granted 557,586 $ 1.30 Shares underlying options vested (411,178 ) $ 0.51 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (478,127 ) $ 2.16 Shares underlying unvested options forfeited (182,189 ) $ 0.50 Shares underlying unvested restricted stock units forfeited (167,788 ) $ 1.25 Shares underlying awards unvested at December 31, 2016 3,936,427 $ 0.6 2 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total future minimum cash payments | As of December 31, 2016, total future minimum cash payments are as follows: Payments Due by Year Contractual Total 2017 2018 2019 2020 2021 After 2021 Operating leases $ 9,901,098 $ 2,548,668 $ 2,382,038 $ 1,996,904 $ 1,987,382 $ 186,294 $ 799,812 Employment agreement 2,500,000 2,500,000 — — — — — Outside contributors 137,500 137,500 — — — — — Total contractual cash obligations $ 12,538,598 $ 5,186,168 $ 2,382,038 $ 1,996,904 $ 1,987,382 $ 186,294 $ 799,812 |
Restructuring and Other Charg37
Restructuring and Other Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve | The following table displays the activity of the 2012 Restructuring reserve account from the initial charges during the first quarter of 2012 through its conclusion during the year ended December 31, 2016. Workforce Asset Termination Lease Total Restructuring charge $ 3,307,330 $ 954,302 $ 531,828 $ 2,085,000 $ 6,878,460 Noncash charges (222,215 ) (954,302 ) (220,178 ) - (1,396,695 ) Payments (2,462,425 ) - (148,816 ) (190,518 ) (2,801,759 ) Balance December 31, 2012 622,690 - 162,834 1,894,482 2,680,006 Adjustments to prior estimates (7,586 ) - 5,446 27,130 24,990 (Payments)/sublease income, net (615,104 ) - (168,280 ) (640,200 ) (1,423,584 ) Balance December 31, 2013 - - - 1,281,412 1,281,412 Adjustment to prior estimates - - - 44,678 44,678 (Payments)/sublease income, net - - - 58,646 58,646 Balance December 31, 2014 - - - 1,384,736 1,384,736 Adjustment to prior estimates - - - (1,196,834 ) (1,196,834 ) (Payments)/sublease income, net - - - (88,593 ) (88,593 ) Balance December 31, 2015 - - - 99,309 99,309 Adjustment to prior estimates - - - (78,828 ) (78,828 ) (Payments)/sublease income, net - - - (20,481 ) (20,481 ) Balance December 31, 2016 $ - $ - $ - $ - $ - |
Schedule of restructuring and related costs | The following table shows, by reportable segment, the amounts expensed and paid for our 2012 Restructuring and the remaining accrued balance of restructuring costs as of December 31, 2016: The Deal / RateWatch Business to Total Restructuring charge $ 3,459,836 $ 218,129 $ 3,200,495 $ 6,878,460 Noncash charges - (38,707 ) (1,357,988 ) (1,396,695 ) Payments (1,295,452 ) (105,867 ) (1,400,440 ) (2,801,759 ) Balance December 31, 2012 2,164,384 73,554 442,068 2,680,006 Adjustments to prior estimates 27,130 (1,436 ) (704 ) 24,990 Payments (910,102 ) (72,119 ) (441,363 ) (1,423,584 ) Balance December 31, 2013 1,281,412 - - 1,281,412 Adjustments to prior estimates 44,678 - - 44,678 (Payments)/sublease income, net 58,646 - - 58,646 Balance December 31, 2014 1,384,736 - - 1,384,736 Adjustments to prior estimates (1,196,834 ) - - (1,196,834 ) (Payments)/sublease income, net (88,593 ) - - (88,593 ) Balance December 31, 2015 99,309 - - 99,309 Adjustments to prior estimates (78,828 ) - - (78,828 ) (Payments)/sublease income, net (20,481 ) - - (20,481 ) Balance December 31, 2016 $ - $ - $ - $ - |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other liabilities | Other liabilities consist of the following: As of December 31, 2016 2015 Deferred rent $ 1,904,319 $ 1,870,583 Acquisition contingent earn-out 907,657 2,590,339 Deferred revenue 460,748 897,453 Other liabilities 2,092 2,092 $ 3,274,816 $ 5,360,46 7 |
Selected Quarterly Financial 39
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | For the Year Ended December 31, 2016 First Second Third Fourth (In thousands, except per share data) Total net revenue $ 16,069 $ 16,293 $ 15,214 $ 15,924 Total operating expense (Note 1) 19,208 17,173 16,097 28,233 Net loss (3,444 ) (1,211 ) (1,221 ) (11,639 ) Preferred stock cash dividends - - - - Net loss attributable to common stockholders $ (3,444 ) $ (1,211 ) $ (1,221 ) $ (11,639 ) Basic and diluted net loss attributable to common stockholders $ (0.10 ) $ (0.03 ) $ (0.03 ) $ (0.33 ) For the Year Ended December 31, 2015 First Second Third Fourth (In thousands, except per share data) Total net revenue $ 16,890 $ 17,137 $ 16,662 $ 16,967 Total operating expense (Note 2) 17,601 17,521 16,033 16,740 Net (loss) income (977 ) (671 ) 354 (249 ) Preferred stock cash dividends 96 96 96 96 Net (loss) income attributable to common stockholders $ (1,073 ) $ (768 ) $ 258 $ (346 ) Basic and diluted net (loss) income attributable to common stockholders $ (0.03 ) $ (0.02 ) $ 0.01 $ (0.01 ) Note 1: During the three months ended March 31, 2016, the Company announced the resignation of the Company’s President and Chief Executive Officer resulting in restructuring and other charges of approximately $1.4 million, with an additional $163 thousand charge recorded during the three months ended June 30, 2016. Additionally, during the three months ended March 31, 2016, the Company recorded a $1.2 million provision as an estimate for state and municipal sales tax not collected on sales to our customers or remitted to various states or municipalities, with an additional $120 thousand recorded during the three months ended June 30, 2016. During the three months ended September 30, 2016, the Company received a lease termination credit of approximately $583 thousand resulting from the termination of The Deal’s office space lease. During the three months ended December 31, 2016, the Company reduced its estimate of the acquisition contingent earn-out payable to the former owners of Management Diagnostics LLC based upon revised 2017 revenue estimates, a resulting in a change in fair value of contingent consideration credit of approximately $1.8 million. Additionally, during the three months ended December 31, 2016 the Company recorded an impairment of goodwill of approximately $11.6 million, reversed $700 thousand of the sales tax provision that had been recorded earlier in the year, and recorded catch up amortization expense of $1.5 million related to capitalized software and website development projects that had been placed in service in early 2016. Note 2: 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 resulting in a $1.2 million restructuring and other charges reduction to total operating expense. |
Segment and Geographic Data (Ta
Segment and Geographic Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Effective October 1, 2016 and a result of organizational changes related to our new management team in 2016, we changed our financial reporting to better reflect how we gather and analyze business and financial information about our businesses. We now report our results in three segments: (i) The Deal / BoardEx and (ii) RateWatch, which comprise our business to business segment, and (iii) business to consumer, which is primarily comprised of the Company’s premium subscription newsletter products and website advertising. We have revised our 2015 financial results to conform to the 2016 presentation. For the Year Ended December 31, 2016 2015 Revenue: - The Deal / BoardEx $ 22,130,695 $ 21,716,721 - RateWatch 7,192,706 7,275,399 Total business to business 29,323,401 28,992,120 - Business to consumer 34,176,130 38,663,780 Total $ 63,499,531 $ 67,655,900 Operating (loss) income: - The Deal / BoardEx $ (14,714,304 ) $ (3,344,626 ) - RateWatch (484,439 ) 128,168 Total business to business (15,198,743 ) (3,216,458 ) - Business to consumer (2,012,844 ) 2,977,433 Total $ (17,211,587 ) $ (239,025 ) Net interest (expense) income: - The Deal / BoardEx $ (90,867 ) $ (142,694 ) - RateWatch 9,862 3,177 Total business to business (81,005 ) (139,517 ) - Business to consumer 46,884 16,880 Total $ (34,121 ) $ (122,637 ) Provision for income taxes: - The Deal / BoardEx $ 138,816 $ 382,043 - RateWatch 6,978 126,612 Total business to business 145,794 508,655 - Business to consumer 123,213 672,686 Total $ 269,007 $ 1,181,341 Net (loss) income: - The Deal / BoardEx $ (14,943,987 ) $ (3,869,363 ) - RateWatch (481,555 ) 4,733 Total business to business (15,425,542 ) (3,864,630 ) - Business to consumer (2,089,173 ) 2,321,627 Total $ (17,514,715 ) $ (1,543,003 ) |
Organization, Nature of Busin41
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Expected option lives | 4 years 6 months | 3 years |
Expected volatility | 34.87% | 35.45% |
Risk-free interest rate | 1.12% | 0.97% |
Expected dividends | 0.00% | 4.59% |
Organization, Nature of Busin42
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 02, 2016 | |
Cash as collateral for outstanding letters of credit | $ 500,000 | $ 500,000 | $ 500,000 | |
Preferance shares liquidation value | 55,000,000 | $ 55,000,000 | ||
Number of shares excluded from EPS | 708,000 | 3,100,000 | ||
Advertising expanses | $ 2,500,000 | $ 2,600,000 | ||
Share based compensation | 1,600,000 | $ 1,600,000 | ||
Unrecognized stock-based compensation expense | $ 1,900,000 | $ 1,900,000 | ||
Unrecognized stock-based compensation expense remaining weighted-average period | 1 year 9 months 18 days | |||
Weighted average grant date fair value of option | $ 0.37 | $ 0.39 | ||
Weighted average grant date fair value | $ 1.30 | |||
Impairment charges | 11,600,000 | |||
The Deal / BoardEx [Member] | ||||
Non Impairment percentage | 26.00% | 26.00% | 16.00% | |
RateWatch [Member] | ||||
Non Impairment percentage | 21.00% | 21.00% | 33.00% | |
Maximum [Member] | ||||
Share price (in dollars per share) | $ 1.115 | $ 1.115 | ||
Minimum [Member] | ||||
Share price (in dollars per share) | $ 0.855 | $ 0.855 | ||
2007 Performance Incentive Plan [Member] | ||||
Unrecognized stock-based compensation expense | $ 1,900,000 | $ 1,900,000 | ||
Short-term incentives | $ 486,000 | $ 670,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Weighted average grant date fair value | $ 1.30 | $ 2.19 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Concentration risk, percentage | 10.00% | 10.00% | ||
Trade Names [Member] | ||||
Ratio of fair value book value | 129.00% | 165.00% | ||
Non Impairment percentage | 129.00% | 29.00% | ||
Capitalized Website and Software Development [Member] | ||||
Amorized capitalized software and website development costs | $ 1,500,000 | $ 1,800,000 | $ 1,000,000 | |
Capitalized Software Development Costs [Member] | ||||
Capitalized development costs | 613,000 | 486,000 | ||
Capitalized Website Development Costs [Member] | ||||
Capitalized development costs | $ 1,200,000 | $ 1,800,000 | ||
Computer Equipment [Member] | ||||
Estimated useful life | 3 years | |||
Computer Software [Member] | ||||
Estimated useful life | 3 years | |||
Telephone Equipment [Member] | ||||
Estimated useful life | 3 years | |||
Furniture and Fixtures [Member] | ||||
Estimated useful life | 5 years |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||||||||||
Net loss | $ (11,639,000) | $ (1,221,000) | $ (1,211,000) | $ (3,444,000) | $ (249,000) | $ 354,000 | $ (671,000) | $ (977,000) | $ (17,514,715) | $ (1,543,003) |
Preferred stock cash dividends | (96,000) | (96,000) | (96,000) | (96,000) | (385,696) | |||||
Numerator for basic and diluted earnings per share - Net loss attributable to common stockholders | $ (11,639,000) | $ (1,221,000) | $ (1,211,000) | $ (3,444,000) | $ (346,000) | $ 258,000 | $ (768,000) | $ (1,073,000) | $ (17,514,715) | $ (1,928,699) |
Denominator: | ||||||||||
Weighted average basic and diluted shares outstanding | 35,236,113 | 34,839,233 | ||||||||
Basic and diluted net loss per share: | ||||||||||
Net loss attributable to common stockholders | $ (0.50) | $ (0.06) |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Number of shares excluded from EPS | 708,000 | 3,100,000 |
Cash and Cash Equivalents, Ma45
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 21,371,122 | $ 28,445,416 | $ 32,459,009 |
Noncurrent marketable securities | 1,550,000 | 1,590,000 | |
Current and noncurrent restricted cash | 500,000 | 661,250 | |
Total cash and cash equivalents, noncurrent marketable securities and current and noncurrent restricted cash | $ 23,421,122 | $ 30,696,666 |
Cash and Cash Equivalents, Ma46
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)Securities | Dec. 31, 2015USD ($) | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Marketable securities at fair value | $ 1,550,000 | $ 1,590,000 |
Cash as collateral for outstanding letters of credit | $ 500,000 | 661,250 |
Auction Rate Securities [Member] | ||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||
Securities | Securities | 2 | |
Marketable securities at cost basic | $ 1,900,000 | |
Marketable securities at fair value | $ 1,600,000 | $ 1,600,000 |
Maturity year | 2,038 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | $ 500,000 | $ 661,250 | |
Total [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | [1] | 21,371,122 | 28,445,416 |
Restricted cash | [1] | 500,000 | 661,250 |
Marketable securities | [2] | 1,550,000 | 1,590,000 |
Contingent earn-out | [3] | 907,657 | 2,590,339 |
Total at fair value | 24,328,779 | 33,287,005 | |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | [1] | 21,371,122 | 28,445,416 |
Restricted cash | [1] | 500,000 | 661,250 |
Marketable securities | [2] | ||
Contingent earn-out | [3] | ||
Total at fair value | 21,871,122 | 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] | 1,550,000 | 1,590,000 |
Contingent earn-out | [3] | 907,657 | 2,590,339 |
Total at fair value | $ 2,457,657 | $ 4,180,339 | |
[1] | Cash and cash equivalents and restricted cash, totaling approximately $21.9 million and $29.1 million as of December 31, 2016 and 2015, respectively, consist primarily of checking accounts and money market funds for which we determine fair value through quoted market prices. | ||
[2] | Marketable securities include two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.6 million as of December 31, 2016 and 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 and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive loss, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2016, the Company determined there was a decline in the fair value of its ARS investments of $300 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | ||
[3] | Contingent earn-out represents additional purchase consideration payable to the former shareholders of Management Diagnostics Limited based upon the achievement of specific 2017 audited revenue benchmarks. The probability of achieving each benchmark is based on Management's assessment of the projected 2017 revenue. The present value of each probability weighted payment was calculated by discounting the probability weighted payment by the corresponding present value factor. |
Fair Value Measurements (Deta48
Fair Value Measurements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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 | $ 2,602,105 |
Purchase accounting adjustment | (144,398) | |
Accretion of net present value | 125,263 | 132,632 |
Reduction to estimated earn-out | (1,807,945) | |
Balance at end of the period | 907,657 | 2,590,339 |
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 | 1,560,000 |
Change in fair value of investment | (40,000) | 30,000 |
Balance at end of the period | $ 1,550,000 | $ 1,590,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,232,293 | $ 7,578,148 |
Less accumulated depreciation and amortization | 5,682,286 | 4,804,411 |
Property and equipment, net | 3,550,007 | 2,773,737 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,516,189 | 1,823,428 |
Furniture and Fixtures and Telephone Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,080,658 | 2,041,229 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,635,446 | $ 3,713,491 |
Property and Equipment (Detai50
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 964,000 | $ 1,300,000 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Telephone Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||||
Balance at beginning | $ 41,421,352 | $ 43,318,670 | $ 43,318,670 | $ 44,810,467 |
Purchase accounting adjustments | (237,772) | |||
Impairment charge | (11,583,000) | (11,583,000) | ||
Exchange rate impact | (655,211) | (1,897,318) | (2,552,529) | (1,254,025) |
Balance at ending | $ 29,183,141 | $ 41,421,352 | $ 29,183,141 | $ 43,318,670 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||||
Balance at beginning | $ 41,421,352 | $ 43,318,670 | $ 43,318,670 | $ 44,810,467 |
Purchase accounting adjustments | (237,772) | |||
Exchange rate impact | (655,211) | (1,897,318) | (2,552,529) | (1,254,025) |
Impairment charge | (11,583,000) | (11,583,000) | ||
Balance at ending | 29,183,141 | 41,421,352 | 29,183,141 | 43,318,670 |
The Deal / BoardEx [Member] | ||||
Goodwill [Roll Forward] | ||||
Balance at beginning | 14,104,120 | |||
Purchase accounting adjustments | ||||
Exchange rate impact | (655,211) | |||
Impairment charge | (11,583,000) | |||
Balance at ending | 1,865,909 | 14,104,120 | 1,865,909 | |
RateWatch [Member] | ||||
Goodwill [Roll Forward] | ||||
Balance at beginning | 5,851,050 | |||
Purchase accounting adjustments | ||||
Exchange rate impact | ||||
Impairment charge | ||||
Balance at ending | 5,851,050 | 5,851,050 | 5,851,050 | |
Business to Consumer[Member] | ||||
Goodwill [Roll Forward] | ||||
Balance at beginning | 21,466,182 | |||
Purchase accounting adjustments | ||||
Exchange rate impact | ||||
Impairment charge | ||||
Balance at ending | $ 21,466,182 | $ 21,466,182 | $ 21,466,182 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets (Details 2) - USD ($) | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Indefinite-lived Intangible Assets [Line Items] | ||||
Total goodwill | $ 29,183,141 | $ 41,421,352 | $ 43,318,670 | $ 44,810,467 |
Intangible assets not subject to amortization: | ||||
Total intangible assets not subject to amortization | 720,000 | 720,000 | ||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 34,541,996 | 33,628,704 | ||
Less accumulated amortization | (20,134,178) | (15,674,328) | ||
Net intangible assets subject to amortization | 14,407,818 | 17,954,376 | ||
Total intangible assets | 15,127,818 | 18,674,376 | ||
Customer Relationships [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 13,622,590 | 14,188,406 | ||
Software Models [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 1,988,194 | 1,988,194 | ||
Noncompete Agreements [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 130,000 | 130,000 | ||
Product Databases [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 8,608,166 | 8,863,608 | ||
Trade Names [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 719,085 | 786,878 | ||
Capitalized Website and Software Development [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 9,313,536 | 7,511,193 | ||
Domain Names [Member] | ||||
Intangible assets subject to amortization: | ||||
Total intangible assets subject to amortization | 160,425 | 160,425 | ||
Trade Names [Member] | ||||
Intangible assets not subject to amortization: | ||||
Total intangible assets not subject to amortization | $ 720,000 | $ 720,000 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets (Details 3) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
For the Years Ended December 31 | ||
2,017 | $ 3,811,478 | |
2,018 | 2,710,592 | |
2,019 | 1,888,557 | |
2,020 | 1,677,020 | |
2,021 | 1,526,446 | |
Thereafter | 2,793,725 | |
Total | $ 14,407,818 | $ 17,954,376 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets (Details Narrative) | 12 Months Ended | |
Dec. 31, 2016USD ($)Segm | Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ | $ 4,700,000 | $ 3,100,000 |
Number of segments | Segm | 3 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years 9 months 18 days | |
Software Models [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years 8 months 12 days | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 3 years | |
Product Databases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 9 years 10 months 24 days | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 8 years 8 months 12 days |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Payroll and related costs | $ 2,261,401 | $ 1,941,665 |
Professional fees | 531,876 | 728,336 |
Tax related | 531,609 | 591,827 |
Business development | 440,668 | 391,854 |
Data related costs | 338,064 | 331,918 |
Other liabilities | 1,011,940 | 1,176,381 |
Total accrued expenses | $ 5,115,558 | $ 5,161,981 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current taxes: | ||
U.S. federal | ||
State and local | 0 | |
Foreign | 139,000 | 4,000 |
Total current tax expense | 139,000 | 4,000 |
Deferred taxes: | ||
U.S. federal | 38,000 | 809,000 |
State and local | 92,000 | 368,000 |
Foreign | ||
Total deferred tax expense | 130,192 | 1,177,396 |
Total tax expense | $ 269,007 | $ 1,181,341 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory federal income tax rate | 34.00% | 34.00% |
State income taxes, net of federal tax benefit | 10.20% | (67.20%) |
Effect of permanent differences | (0.40%) | (35.70%) |
R&D credit | 0.10% | 26.70% |
Foreign rate tax differential | (6.30%) | (2.90%) |
Change to valuation allowance | (39.00%) | (281.60%) |
Other | (0.20%) | |
Effective income tax rate | (1.60%) | (326.60%) |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Operating loss carryforward | $ 71,334,000 | $ 70,426,000 |
Windfall tax benefit carryforward | (5,332,000) | (5,332,000) |
Capital loss carryforward | 152,000 | 229,000 |
Goodwill | 3,089,000 | |
Intangible assets | 2,339,000 | (329,000) |
Accrued expenses | 1,112,000 | 1,158,000 |
Depreciation | 551,000 | 884,000 |
Other | 1,935,000 | 1,820,000 |
Total deferred tax assets | 75,180,000 | 68,856,000 |
Goodwill | (1,735,000) | (1,612,000) |
Trademarks | (301,000) | (294,000) |
Total deferred tax liabilities | (2,036,000) | (1,906,000) |
Less: valuation allowance | (75,180,000) | (68,856,000) |
Net deferred tax liability | $ (2,036,000) | $ (1,906,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 160,000,000 | $ 154,000,000 |
Operating loss carryforwards, windfall tax benefits | $ 16,000,000 | $ 16,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Options granted | 3,144,358 | |
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 | 3,144,358 | 41,000 |
Options exercised | 603 | |
Options forfeited | (182,189) | |
Options expired | (453,045) | |
Awards outstanding at ending | 5,900,731 | 3,391,607 |
Awards vested and expected to vest at ending | 5,822,851 | |
Awards exercisable at ending | 2,682,299 | |
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 | 1.21 | |
Options exercised | ||
Options forfeited | 1.92 | |
Options expired | 1.92 | |
Awards outstanding at ending | 1.52 | $ 1.87 |
Awards vested and expected to vest at ending | 1.52 | |
Awards exercisable at ending | $ 1.84 | |
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 | 3 years 10 months 6 days | |
Awards vested and expected to vest at ending | 3 years 9 months 25 days | |
Awards exercisable at ending | 1 year 11 days |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 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 | (478,127) | |
Restricted stock units forfeited | (167,788) | |
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 | 104,000 |
Restricted stock units settled by delivery of Common Stock upon vesting | (478,127) | |
Restricted stock units forfeited | (167,788) | |
Awards outstanding at ending | 717,995 | 806,324 |
Awards vested and expected to vest at ending | 709,495 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward] | ||
Awards outstanding at ending | $ 610,000 | |
Awards vested and expected to vest at ending | $ 603,000 | |
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 2 months 16 days | |
Awards vested and expected to vest at ending | 11 months 26 days |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 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 | 3,144,358 | |
Shares underlying restricted stock units granted | 557,586 | |
Shares underlying options vested | (411,178) | |
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting | (478,127) | |
Shares underlying options forfeited | (182,189) | |
Shares underlying restricted stock units cancelled | (167,788) | |
Shares underlying awards unvested at ending | 3,936,427 | 1,473,765 |
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 | $ 0.39 |
Shares underlying restricted stock units granted | 1.30 | |
Shares underlying options vested | 0.51 | |
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting | 2.16 | |
Shares underlying options forfeited | 0.50 | |
Shares underlying restricted stock units cancelled | 1.25 | |
Shares underlying awards unvested at ending | $ 0.62 | $ 1.44 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Nov. 15, 2007 | Dec. 31, 2000 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, issued | 5,500 | 5,500 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Cash dividend paid to common shares (Series B Preferred Stock on a converted common share basis) (in dollars per share) | $ 0.025 | |||
Dividend paid | $ 3,900,000 | |||
Noncash share-based compensation | $ 1,518,698 | 1,570,142 | ||
Number of stock option granted | 3,144,358 | |||
Number of RSU granted | 557,586 | |||
Proceeds from the exercise of stock options | 839 | |||
Intrinsic value of restricted stock units vested | 696,000 | 1,300,000 | ||
Total intrinsic value of options exercised | 0 | 373 | ||
Unrecognized stock-based compensation expense | $ 1,900,000 | |||
2007 Performance Incentive Plan [Member] | ||||
Number of shares authorized | 7,750,000 | |||
Number of remaining shares available for future grants | 1,300,000 | |||
Noncash share-based compensation | $ 1,600,000 | $ 1,600,000 | ||
Number of stock option granted | 3,144,358 | 41,000 | ||
Number of stock option exercised | 603 | |||
Proceeds from the exercise of stock options | $ 0 | $ 838 | ||
Unrecognized stock-based compensation expense | $ 1,900,000 | |||
Weighted average period of recognization | 1 year 9 months 18 days | |||
2007 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Number of RSU granted | 557,586 | 104,000 | ||
Number of RSU issued | 478,000 | 491,000 | ||
Intrinsic value of restricted stock units vested | $ 484,000 | $ 840,000 | ||
2007 Performance Incentive Plan [Member] | Minimum [Member] | ||||
Award vesting period | 3 years | |||
Options expiration period | 5 years | |||
2007 Performance Incentive Plan [Member] | Maximum [Member] | ||||
Award vesting period | 5 years | |||
Options expiration period | 7 years | |||
1998 Stock Incentive Plan [Member] | ||||
Number of shares authorized | 8,900,000 | |||
Series B Convertible Preferred Stock [Member] | ||||
Preferred stock, par value (in dollars per share) | $ 10,000 | |||
Description of voting rights | Right to vote on any matter submitted to a vote of the stockholders of the Company and are entitled to vote that number of votes equal to the aggregate number of shares of Common Stock issuable upon the conversion of such holders’ shares of Series B Preferred Stock; (iv) for so long as 40% of the shares of Series B Preferred Stock remain outstanding, the holders of a majority of such shares will have the right to elect one person to the Company’s board of directors | |||
Description of conversion | Series B Preferred Stock automatically converts into an aggregate of 3,856,942 shares of Common Stock in the event that the Common Stock trades on a trading market at or above a closing price equal to $28.52 per share for 90 consecutive trading days and any demand registration previously requested by the holders of the Series B Preferred Stock has become effective | |||
Common Stock [Member] | Share Repurchase Program [Member] | ||||
Amount of authorized shares repurchased | $ 10,000,000 | |||
Number of treasury shares purchased | 5,453,416 | |||
Value of treasury shares purchased | $ 7,300,000 | |||
Treasury Stock [Member] | ||||
Number of treasury shares purchased | 211,608 | |||
Treasury Stock [Member] | 2007 Performance Incentive Plan [Member] | ||||
Number of shares for withholding taxes | 1,850,665 | |||
Securities Purchase Agreement [Member] | TCV VI, L.P. and TCV Member Fund, L.P. ("Purchasers") [Member] | Warrant [Member] | ||||
Number of common shares purchased | 1,157,083 | |||
Exercise price (in dollars per share) | $ 15.69 | |||
Proceeds from equity issuance | $ 55,000,000 | |||
Securities Purchase Agreement [Member] | TCV VI, L.P. and TCV Member Fund, L.P. ("Purchasers") [Member] | Series B Convertible Preferred Stock [Member] | ||||
Preferred stock, issued | 5,500 | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
Number of common stock issued on conversion | 3,856,942 | |||
Conversion price (in dollars per share) | $ 14.26 |
Commitments and Contingencies65
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Contractual obligations: | |
2,017 | $ 5,186,168 |
2,018 | 2,382,038 |
2,019 | 1,996,904 |
2,020 | 1,987,382 |
2,021 | 186,294 |
After 2,021 | 799,812 |
Total | 12,538,598 |
Employment Agreement [Member] | |
Contractual obligations: | |
2,017 | 2,500,000 |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
After 2,021 | |
Total | 2,500,000 |
Outside Contributors [Member] | |
Contractual obligations: | |
2,017 | 137,500 |
2,018 | |
2,019 | |
2,020 | |
2,021 | |
After 2,021 | |
Total | 137,500 |
Operating leases [Member] | |
Contractual obligations: | |
2,017 | 2,548,668 |
2,018 | 2,382,038 |
2,019 | 1,996,904 |
2,020 | 1,987,382 |
2,021 | 186,294 |
After 2,021 | 799,812 |
Total | $ 9,901,098 |
Commitments and Contingencies66
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease expiration year | 2026-01 | |
Rent expense | $ 2,100,000 | $ 2,100,000 |
Long Term Investment (Details N
Long Term Investment (Details Narrative) - Debtfolio, Inc. ("Debtfolio") [Member] | Oct. 28, 2014USD ($)installment | Jun. 30, 2010USD ($) | Mar. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Oct. 31, 2011USD ($) |
Payment to acquire equity method investement | $ 1,900,000 | ||||
Percentage of ownership aquired | 18.50% | ||||
Legal fees | $ 200,000 | ||||
Impairment charges | $ 555,000 | $ 1,500,000 | |||
Equity method investement | $ 0 | ||||
5% Subordinated Promissory Note Due October 31, 2014 [Member] | |||||
Notes receivables, principal amount | $ 555,000 | ||||
Proceeds from collection of notes receivable | $ 255,000 | ||||
Quarterly installments | installment | 8 | ||||
Description of notes receivable payment terms | $48 thousand plus 5% simple interest during 2015 and 2016. | ||||
Notes receivable periodic principal payment received | $ 48,000 |
Restructuring and Other Charg68
Restructuring and Other Charges (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring charges | $ 959,686 | $ (1,221,224) | |||
Restructuring Reserve 2012 [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 99,309 | 1,384,736 | $ 1,281,412 | $ 2,680,006 | |
Adjustments to prior estimates | (78,828) | (1,196,834) | 44,678 | 24,990 | |
(Payments) / sublease income, net | (20,481) | (88,593) | 58,646 | (1,423,584) | (2,801,759) |
Ending balance | 99,309 | 1,384,736 | 1,281,412 | 2,680,006 | |
Restructuring charges | 6,878,460 | ||||
Noncash charges | (1,396,695) | ||||
Restructuring Reserve 2012 [Member] | Workforce Reduction [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 622,690 | ||||
Adjustments to prior estimates | (7,586) | ||||
(Payments) / sublease income, net | (615,104) | (2,462,425) | |||
Ending balance | 622,690 | ||||
Restructuring charges | 3,307,330 | ||||
Noncash charges | (222,215) | ||||
Restructuring Reserve 2012 [Member] | Asset Write Off [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | |||||
Adjustments to prior estimates | |||||
(Payments) / sublease income, net | |||||
Ending balance | |||||
Restructuring charges | 954,302 | ||||
Noncash charges | (954,302) | ||||
Restructuring Reserve 2012 [Member] | Termination Of Vendor Services [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 162,834 | ||||
Adjustments to prior estimates | 5,446 | ||||
(Payments) / sublease income, net | (168,280) | (148,816) | |||
Ending balance | 162,834 | ||||
Restructuring charges | 531,828 | ||||
Noncash charges | (220,178) | ||||
Restructuring Reserve 2012 [Member] | Lease Termination [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 99,309 | 1,384,736 | 1,281,412 | 1,894,482 | |
Adjustments to prior estimates | (78,828) | (1,196,834) | 44,678 | 27,130 | |
(Payments) / sublease income, net | (20,481) | (88,593) | 58,646 | (640,200) | (190,518) |
Ending balance | $ 99,309 | $ 1,384,736 | $ 1,281,412 | 1,894,482 | |
Restructuring charges | $ 2,085,000 |
Restructuring and Other Charg69
Restructuring and Other Charges (Details 1) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring charges | $ 959,686 | $ (1,221,224) | |||
Restructuring Reserve 2012 [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 99,309 | 1,384,736 | $ 1,281,412 | $ 2,680,006 | |
Adjustments to prior estimates | (78,828) | (1,196,834) | 44,678 | 24,990 | |
(Payments) / sublease income, net | (20,481) | (88,593) | 58,646 | (1,423,584) | (2,801,759) |
Ending balance | 99,309 | 1,384,736 | 1,281,412 | 2,680,006 | |
Restructuring charges | 6,878,460 | ||||
Noncash charges | (1,396,695) | ||||
Restructuring Reserve 2012 [Member] | The Deal / BoardEx [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | 99,309 | 1,384,736 | 1,281,412 | 2,164,384 | |
Adjustments to prior estimates | (78,828) | (1,196,834) | 44,678 | 27,130 | |
(Payments) / sublease income, net | (20,481) | (88,593) | 58,646 | (910,102) | (1,295,452) |
Ending balance | 99,309 | 1,384,736 | 1,281,412 | 2,164,384 | |
Restructuring charges | 3,459,836 | ||||
Restructuring Reserve 2012 [Member] | RateWatch [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | |||||
Adjustments to prior estimates | |||||
(Payments) / sublease income, net | (105,867) | ||||
Ending balance | |||||
Restructuring charges | 218,129 | ||||
Noncash charges | (38,707) | ||||
Restructuring Reserve 2012 [Member] | Business to Consumer[Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Beginning balance | |||||
Adjustments to prior estimates | |||||
(Payments) / sublease income, net | (1,400,440) | ||||
Ending balance | |||||
Restructuring charges | 3,200,495 | ||||
Noncash charges | $ (1,357,988) |
Restructuring and Other Charg70
Restructuring and Other Charges (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2016 | Aug. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 959,686 | $ (1,221,224) | ||||||
Employee Severance [Member] | Mr. David Callaway [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 163,000 | $ 1,400,000 | ||||||
Restructuring Reserve 2012 [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 6,878,460 | |||||||
Restructuring Reserve 2012 [Member] | The Deal LLC [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Restructuring charges | $ 1,200,000 | $ 3,500,000 | ||||||
Lease termination credit | $ 583,000 | $ 583,000 |
Change in Fair Value of Conti71
Change in Fair Value of Contingent Consideration (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||
Change in fair value of contingent consideration | $ 1,807,945 | ||
Management Diagnostics LLC [Member] | |||
Business Acquisition [Line Items] | |||
Change in fair value of contingent consideration | $ 1,807,945 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Deferred rent | $ 1,904,319 | $ 1,870,583 |
Acquisition contingent earn-out | 907,657 | 2,590,339 |
Deferred revenue | 460,748 | 897,453 |
Other liabilities | 2,092 | 2,092 |
Total other liabilities | $ 3,274,816 | $ 5,360,467 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Percentage of employee's contribution | 100.00% | 100.00% |
Percentage of employee's total compensation | 8.00% | 8.00% |
Total contribution | $ 1,700,000 | $ 1,700,000 |
Selected Quarterly Financial 74
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Total net revenue | $ 15,924,000 | $ 15,214,000 | $ 16,293,000 | $ 16,069,000 | $ 16,967,000 | $ 16,662,000 | $ 17,137,000 | $ 16,890,000 | $ 63,499,531 | $ 67,655,900 | ||||||||
Total operating expense | 28,233,000 | [1] | 16,097,000 | [1] | 17,173,000 | [1] | 19,208,000 | [1] | 16,740,000 | [2] | 16,033,000 | [2] | 17,521,000 | [2] | 17,601,000 | [2] | 80,711,118 | 67,894,925 |
Net (loss) income | (11,639,000) | (1,221,000) | (1,211,000) | (3,444,000) | (249,000) | 354,000 | (671,000) | (977,000) | (17,514,715) | (1,543,003) | ||||||||
Preferred stock cash dividends | 96,000 | 96,000 | 96,000 | 96,000 | 385,696 | |||||||||||||
Net (loss) income attributable to common stockholders | $ (11,639,000) | $ (1,221,000) | $ (1,211,000) | $ (3,444,000) | $ (346,000) | $ 258,000 | $ (768,000) | $ (1,073,000) | $ (17,514,715) | $ (1,928,699) | ||||||||
Net (loss) income attributable to common stockholders (in dollars per share) | $ (0.33) | $ (0.03) | $ (0.03) | $ (0.10) | $ (0.01) | $ 0.01 | $ (0.02) | $ (0.03) | ||||||||||
[1] | During the three months ended March 31, 2016, the Company announced the resignation of the Company's President and Chief Executive Officer resulting in restructuring and other charges of approximately $1.4 million, with an additional $163 thousand charge recorded during the three months ended June 30, 2016. Additionally, during the three months ended March 31, 2016, the Company recorded a $1.2 million provision as an estimate for state and municipal sales tax not collected on sales to our customers or remitted to various states or municipalities, with an additional $120 thousand recorded during the three months ended June 30, 2016. During the three months ended September 30, 2016, the Company received a lease termination credit of approximately $583 thousand resulting from the termination of The Deal's office space lease. During the three months ended December 31, 2016, the Company reduced its estimate of the acquisition contingent earn-out payable to the former owners of Management Diagnostics LLC based upon revised 2017 revenue estimates, a resulting in a change in fair value of contingent consideration credit of approximately $1.8 million. Additionally, during the three months ended December 31, 2016 the Company recorded an impairment of good will of appropriately $11.6 million, reversed $700 thousand of the sales tax provision that had been recorded earlier in the year, and recorded catch up amortization expense of $1.5 million related to capitalized software and website development projects that had been placed in service in early 2016. | |||||||||||||||||
[2] | 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 resulting in a $1.2 million restructuring and other charges reduction to total operating expense. |
Selected Quarterly Financial 75
Selected Quarterly Financial Data (Unaudited) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | |
Restructuring and other charges | $ 959,686 | $ (1,221,224) | |||||||
Uncollected state and municipal sales tax | $ 1,200,000 | $ 1,200,000 | |||||||
Change in fair value of contingent consideration | 1,807,945 | ||||||||
Reversed sales tax provision | $ 700,000 | ||||||||
Impairment of Goodwill | (11,583,000) | (11,583,000) | |||||||
Capitalized Website and Software Development [Member] | |||||||||
Amortization expense | 1,500,000 | $ 1,800,000 | $ 1,000,000 | ||||||
Management Diagnostics LLC [Member] | |||||||||
Change in fair value of contingent consideration | $ 1,807,945 | ||||||||
Restructuring Reserve 2012 [Member] | |||||||||
Restructuring and other charges | $ 6,878,460 | ||||||||
Restructuring Reserve 2012 [Member] | The Deal LLC [Member] | |||||||||
Restructuring and other charges | $ 1,200,000 | $ 3,500,000 | |||||||
Lease termination credit | $ 583,000 | $ 583,000 | |||||||
Employee Severance [Member] | Mr. David Callaway [Member] | |||||||||
Restructuring and other charges | $ 163,000 | $ 1,400,000 |
Segment and Geographic Data (De
Segment and Geographic Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | ||||||||||
Total business to business | $ 29,323,401 | $ 28,992,120 | ||||||||
Business to consumer | 34,176,130 | 38,663,780 | ||||||||
Total revenue | $ 15,924,000 | $ 15,214,000 | $ 16,293,000 | $ 16,069,000 | $ 16,967,000 | $ 16,662,000 | $ 17,137,000 | $ 16,890,000 | 63,499,531 | 67,655,900 |
Operating (loss) income: | ||||||||||
Total business to business | (15,198,743) | (3,216,458) | ||||||||
Business to consumer | (2,012,844) | 2,977,433 | ||||||||
Operating loss | (17,211,587) | (239,025) | ||||||||
Net interest (expense) income: | ||||||||||
Total business to business | (81,005) | (139,517) | ||||||||
Business to consumer | 46,884 | 16,880 | ||||||||
Net interest expense | (34,121) | (122,637) | ||||||||
Provision for income taxes: | ||||||||||
Total business to business | 145,794 | 508,655 | ||||||||
Business to consumer | 123,213 | 672,686 | ||||||||
Provision for income taxes | 269,007 | 1,181,341 | ||||||||
Net (loss) income: | ||||||||||
Total business to business | (15,425,542) | (3,864,630) | ||||||||
Business to consumer | (2,089,173) | 2,321,627 | ||||||||
Net loss | $ (11,639,000) | $ (1,221,000) | $ (1,211,000) | $ (3,444,000) | $ (249,000) | $ 354,000 | $ (671,000) | $ (977,000) | (17,514,715) | (1,543,003) |
The Deal / BoardEx [Member] | ||||||||||
Revenue: | ||||||||||
Total business to business | 22,130,695 | 21,716,721 | ||||||||
Operating (loss) income: | ||||||||||
Total business to business | (14,714,304) | (3,344,626) | ||||||||
Net interest (expense) income: | ||||||||||
Total business to business | (90,867) | (142,694) | ||||||||
Provision for income taxes: | ||||||||||
Total business to business | 138,816 | 382,043 | ||||||||
Net (loss) income: | ||||||||||
Total business to business | (14,943,987) | (3,869,363) | ||||||||
RateWatch [Member] | ||||||||||
Revenue: | ||||||||||
Total business to business | 7,192,706 | 7,275,399 | ||||||||
Operating (loss) income: | ||||||||||
Total business to business | (484,439) | 128,168 | ||||||||
Net interest (expense) income: | ||||||||||
Total business to business | 9,862 | 3,177 | ||||||||
Provision for income taxes: | ||||||||||
Total business to business | 6,978 | 126,612 | ||||||||
Net (loss) income: | ||||||||||
Total business to business | $ (481,555) | $ 4,733 |
Segment and Geographic Data (77
Segment and Geographic Data (Details Narrative) | 12 Months Ended |
Dec. 31, 2016Segm | |
Segment Reporting [Abstract] | |
Number of segments | 3 |
SCHEDULE II-VALUATION AND QUA78
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Doubtful Accounts [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves | ||
Balance at Beginning of Period | $ 357,417 | $ 318,141 |
Provision (Recovery) Charged to Expense | (21,458) | 129,108 |
Write-offs | 19,755 | 89,832 |
Balance at End of Period | $ 316,204 | $ 357,417 |