TheStreet 10-Q 14 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document And Entity Information
Entity Registrant Name	THESTREET, INC.
Entity Central Index Key	1,080,056
Document Type	10-Q
Trading Symbol	TST
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		49,191,024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 13,223,536	$ 11,684,817
Accounts receivable, net of allowance for doubtful accounts of $284,057 as of March 31, 2018 and $278,997 as of December 31, 2017	5,095,663	4,684,570
Other receivables, net	255,561	389,353
Prepaid expenses and other current assets	2,111,526	1,707,574
Total current assets	20,686,286	18,466,314
Noncurrent Assets:
Property and equipment, net of accumulated depreciation and amortization of $5,935,030 as of March 31, 2018 and $5,090,658 as of December 31, 2017	2,565,064	2,751,812
Marketable securities	1,748,805	1,680,000
Other assets	1,156,049	306,465
Goodwill	29,478,161	29,419,522
Other intangible assets, net of accumulated amortization of $24,633,410 as of March 31, 2018 and $23,563,514 as of December 31, 2017	14,085,490	14,020,982
Deferred tax asset	1,888,339	1,865,453
Restricted cash	500,000	500,000
Total assets	72,108,194	69,010,548
Current Liabilities:
Accounts payable	2,003,762	2,013,797
Accrued expenses	2,582,354	3,765,795
Deferred revenue	26,066,008	23,308,678
Other current liabilities	1,940,129	1,904,614
Total current liabilities	32,592,253	30,992,884
Noncurrent Liabilities:
Deferred tax liability	1,115,723	1,006,754
Other noncurrent liabilities	2,599,936	2,064,109
Total liabilities	36,307,912	34,063,747
Stockholders' Equity:
Common stock; $0.01 par value; 100,000,000 shares authorized; 56,900,725 shares issued and 49,186,690 shares outstanding as of March 31, 2018, and 56,891,551 shares issued and 49,181,462 shares outstanding as of December 31, 2017	569,007	568,916
Additional paid-in capital	259,910,012	259,569,737
Accumulated other comprehensive loss	(4,419,337)	(4,845,650)
Treasury stock at cost; 7,714,035 shares as of March 31, 2018 and 7,710,089 shares as of December 31, 2017	(13,490,213)	(13,484,924)
Accumulated deficit	(206,769,187)	(206,861,278)
Total stockholders' equity	35,800,282	34,946,801
Total liabilities and stockholders' equity	$ 72,108,194	$ 69,010,548

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Allowance for doubtful accounts on accounts receivable	$ 284,057	$ 278,997
Accumulated depreciation and amortization on property and equipment	5,935,030	5,090,658
Accumulated amortization on other intangibles	$ 24,633,410	$ 23,563,514
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	56,900,725	56,891,551
Common stock, oustanding	49,186,690	49,181,462
Treasury stock, shares	7,714,035	7,710,089

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue:
Business to business	$ 8,037,624	$ 7,387,239
Business to consumer	6,671,203	7,893,198
Total revenue	14,708,827	15,280,437
Operating expense:
Cost of services (exclusive of depreciation and amortization shown separately below)	5,916,804	7,281,429
Sales and marketing	3,812,549	3,543,352
General and administrative	4,330,146	4,026,052
Depreciation and amortization	1,194,679	1,179,532
Restructuring and other charges		198,979
Total operating expense	15,254,178	16,229,344
Operating loss	(545,351)	(948,907)
Net interest income	18,777	7,771
Net loss before income taxes	(526,574)	(941,136)
Provision for income taxes	155,136	186,304
Net loss attributable to common stockholders	$ (681,710)	$ (1,127,440)
Basic and diluted net loss per share:
Net loss attributable to common stockholders	$ (0.01)	$ (0.03)
Weighted average basic and diluted shares outstanding	49,184,692	35,558,371

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net loss	$ (681,710)	$ (1,127,440)
Foreign currency translation gain	357,508	284,552
Unrealized gain (loss) on marketable securities	68,805	(107,000)
Comprehensive loss	$ (255,397)	$ (949,888)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Cash Flows from Operating Activities:
Net loss	$ (681,710)	$ (1,127,440)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation expense	340,366	396,242
Provision for doubtful accounts	18,776	25,861
Depreciation and amortization	1,194,679	1,179,532
Deferred taxes	108,969	148,272
Deferred rent	16,555	(131,306)
Changes in operating assets and liabilities:
Accounts receivable	(398,853)	50,934
Other receivables	133,792	(18,360)
Prepaid expenses and other current assets	(402,278)	(38,485)
Other assets	(8,612)	(10,521)
Accounts payable	(16,327)	67,479
Accrued expenses	(1,129,949)	(1,575,459)
Deferred revenue	3,128,414	2,818,539
Other current liabilities	54,103	18,080
Other liabilities		11,052
Net cash provided by operating activities	2,357,925	1,814,420
Cash Flows from Investing Activities:
Capital expenditures	(831,849)	(553,109)
Net cash used in investing activities	(831,849)	(553,109)
Cash Flows from Financing Activities:
Cash dividends paid on common stock	(68,162)	(68,245)
Shares withheld on RSU vesting to pay for withholding taxes	(3,874)	(74)
Stock repurchase	(1,415)
Net cash used in financing activities	(73,451)	(68,319)
Effect of foreign exchange rate changes on cash and cash equivalents	86,094	97,520
Net increase in cash, cash equivalents and restricted cash	1,538,719	1,290,512
Cash, cash equivalents and restricted cash beginning of period	12,184,817	21,371,122	$ 21,371,122
Cash, cash equivalents and restricted cash end of period	$ 13,723,536	$ 22,661,634	$ 12,184,817

DESCRIPTION OF THE BUSINESS AND

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION	1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION TheStreet, Inc. 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 over 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, and includes free content and houses our premium subscription products, such as RealMoney, RealMoney Pro and Actions Alerts PLUS, that target varying segments of the retail investing public. Our B2C business primarily generates revenue from premium subscription products and advertising revenue. Unaudited Interim Financial Statements The interim condensed consolidated balance sheet as of March 31, 2018, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2018 and 2017, and the condensed statements of cash flows for the three months ended March 31, 2018 and 2017 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of March 31, 2018, its results of consolidated operations and comprehensive loss for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. The financial data and other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2018 or for any other future annual or interim period. There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 13, 2018. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The Company has evaluated subsequent events for recognition or disclosure. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company developed an implementation plan to adopt this new guidance, which included an assessment of the impact of the new guidance on our financial position and results of operations. The Company has completed its assessment and has determined that this standard will have no impact on its financial position or results of operations, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

REVENUES

REVENUES	3 Months Ended
	Mar. 31, 2018
Revenues [Abstract]
REVENUES	2. REVENUES Adoption of ASC Topic 606, “Revenue from Contracts with Customers” On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. The Company recorded an adjustment to opening accumulated deficit of approximately $774 thousand due to the cumulative impact of adopting Topic 606, with the impact primarily related to sales commissions. Nature of our Services Business to business subscription 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. Business to consumer subscription revenue is primarily comprised of subscriptions that provide access to securities investment information and stock market commentary. Advertising revenue is comprised of fees charged for the placement of advertising and sponsorships, primarily within TheStreet.com We provide subscription and advertising services on a global basis to a broad range of clients. Our principal source of revenue is derived from fees for subscription services that is sold on an annual or monthly basis. We measure revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Clients typically receive the benefit of our services as they are performed. Under ASC 606, revenue is recognized when a customer obtains control of promised services in an amount that reflects the consideration we expect to receive in exchange for those services. To achieve this core principal, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Substantially all of our revenue is recognized over time, as the services are performed. For subscriptions, revenue is recognized ratably over the subscription period. For advertising, revenue is recognized as the advertisement is displayed provided that collection of the resulting receivable is reasonably assured. The following table presents our revenues disaggregated by revenue discipline. For the Three Months Ended March 31, 2018 2017 Subscription $ 12,213,057 $ 11,862,829 Advertising 1,726,786 2,490,106 Other 768,984 927,502 Total Revenue $ 14,708,827 $ 15,280,437 Deferred Revenues We record deferred revenues when cash payments are received in advance of our performance, primarily for subscription revenues. The increase in deferred revenues for the three months ended March 31, 2018 is primarily driven by cash payments received in advance of satisfying our performance obligations. Contract Costs As of March 31, 2018, the Company has a total of $774 thousand in assets relating to costs incurred to obtain or fulfill contracts, consisting predominantly of prepaid commissions. Prepaid commissions are amortized over the average customer relationship period. The amortization expense recognized during the three months ended March 31, 2018 was immaterial, and there was no impairment loss recognized during the period. Practical Expedients and Exemptions The Company did not apply any practical expedients during the adoption of ASC 606. The Company elected to use the portfolio method in the calculation of the deferred contract costs.

REVISION OF PRIOR PERIOD FINANC

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS	3 Months Ended
	Mar. 31, 2018
Accounting Changes and Error Corrections [Abstract]
REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS	3. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS In connection with the preparation of our condensed consolidated financial statements for the quarter ended March 31, 2018, we identified an error as of December 31,2017 in our recognition of a deferred tax asset related to the change in the tax law, which causes net operating losses (NOL) generated in taxable years ending after December 31, 2017 to have an indefinite carryforward period. This means that a deferred tax liability that has an indefinite reversal pattern may serve as a source of taxable income for those NOLs. The correction of this error requires a reduction to the valuation allowance with a corresponding adjustment to the opening equity balance as this error existed as of December 31, 2017. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error and determined that the related impact was not material to our results of operations or financial position for any prior annual or interim period, but that correcting the $926 thousand cumulative impact of the error would be material to our results of operations for the three months ended March 31, 2018. Accordingly, we have corrected the consolidated balance sheets and consolidated statement of operations as of December 31, 2017. There was no impact to cash provided by operations in the consolidated statements of cash flows. This error had no impact on the three months ended March 31, 2018. The impact to the consolidated balance sheets and consolidated statements of operations as of December 31, 2017 is as follows: As of December 31, 2017 Consolidated Balance Sheets As Reported Adjustment As Revised Deferred tax liability 1,932,606 (925,852 ) 1,006,754 Total liabilities 34,989,599 (925,852 ) 34,063,747 Accumulated deficit (207,787,130 ) 925,852 (206,861,278 ) Total stockholders' equity 34,020,949 925,852 34,946,801 Consolidated Statements of Operations Benefit for income taxes 1,882,310 925,852 2,808,162 Net income 2,626,837 925,852

CASH AND CASH EQUIVALENTS, MARK

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH	3 Months Ended
	Mar. 31, 2018
Cash and Cash Equivalents [Abstract]
CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH	4. 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 March 31, 2018 and December 31, 2017, 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 $1.7 million and $1.7 million, respectively. With the exception of the ARS, Company policy limits the maximum maturity for any investment to three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss and excluded from net loss as they are deemed temporary. Additionally, as of March 31, 2018 and December 31, 2017, the Company has a total of $500 thousand of cash that serves as collateral for an outstanding letter of credit, and which cash is therefore restricted. The letter of credit serves as a security deposit for the Company’s office space in New York City. March 31, 2018 December 31, 2017 Cash and cash equivalents $ 13,223,536 $ 11,684,817 Marketable securities 1,748,805 1,680,000 Restricted cash 500,000 500,000 Total cash and cash equivalents, marketable securities and restricted cash $ 15,472,341 $ 13,864,817

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	5. 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 March 31, 2018 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 13,223,536 $ 13,223,536 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,748,805 — — 1,748,805 Contingent earn-out (3) 951,867 — — 951,867 Total at fair value $ 16,424,208 $ 13,723,536 $ — $ 2,700,672 As of December 31, 2017 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 11,684,817 $ 11,684,817 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,680,000 — — 1,680,000 Contingent earn-out (3) 951,867 — — 951,867 Total at fair value $ 14,816,684 $ 12,184,817 $ — $ 2,631,867 (1) Cash and cash equivalents and restricted cash, totaling approximately $13.7 million and $12.2 million as of March 31, 2018 and December 31, 2017, 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 $1.7 million and $1.7 million as of March, 31, 2018 and December 31, 2017, 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 March 31, 2018, the Company determined there was a decline in the fair value of its ARS investments of approximately $101 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. (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 following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Securities Balance December 31, 2017 $ 1,680,000 Change in fair value of investment 68,805 Balance March 31, 2018 $ 1,748,805 Contingent Earn-Out Balance December 31, 2017 $ 951,867 Accretion to net present value — Balance March 31, 2018 $ 951,867

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	6. STOCK-BASED COMPENSATION Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2018 and 2017 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 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 period. 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 three months ended March 31, 2018 and 2017 was $0.49 and $0.23, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Three Months Ended 2018 2017 Expected option lives 3.5 years 3.0 years Expected volatility 42.67% 36.68% Risk-free interest rate 2.05% 1.46% Expected dividend yield 0.00% 0.00% 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 three months ended March 31, 2018 and 2017 was $1.47 and $0.85, respectively. As of March 31, 2018, there remained approximately 156 thousand shares available for future awards under the Company’s 2007 Performance Incentive Plan (the “2007 Plan”). In connection with awards under both the 2007 Plan and awards issued outside of the 2007 Plan as inducement grants to new hires, the Company recorded approximately $340 thousand and $396 thousand of stock-based compensation for the three month period ended March 31, 2018 and 2017, respectively. A summary of the activity of the 2007 Plan, and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows: Shares Underlying Awards Weighted Average Exercise Price Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2017 5,491,928 $ 1.46 Options granted 3,333 $ 1.45 Options exercised — N/A Options forfeited (834 ) $ 1.20 Options expired (1,777,611 ) $ 1.79 Awards outstanding at March 31, 2018 3,716,816 $ 1.30 $ 1,995 4.69 Awards outstanding, vested and expected to vest at March 31, 2018 3,696,057 $ 1.30 $ 1,981 4.69 Awards exercisable at March 31, 2018 2,289,915 $ 1.38 $ 1,090 4.33 A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Underlying Awards Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2017 446,668 Restricted stock units granted 1,125,000 Restricted stock units settled by delivery of Common Stock upon vesting (9,174 ) Restricted stock units forfeited — Awards outstanding at March 31, 2018 1,562,494 $ 2,797 3.29 Awards expected to vest at March 31, 2018 1,550,744 $ 2,776 2.55 A summary of the status of the Company’s unvested stock-based payment awards as of March 31, 2018 and changes in the three months then ended, is as follows: Unvested Awards Number of Shares Weighted Average Grant Date Fair Value Shares underlying awards unvested at December 31, 2017 2,131,135 $ 0.48 Shares underlying options granted 3,333 $ 0.49 Shares underlying restricted stock units granted 1,125,000 $ 1.47 Shares underlying options vested (260,065 ) $ 0.37 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (9,174 ) $ 1.20 Shares underlying options forfeited (834 ) $ 0.38 Shares underlying restricted stock units cancelled — $ — Shares underlying awards unvested at March 31, 2018 2,989,395 $ 0.86 For the three months ended March 31, 2018 and 2017, the total fair value of stock-based awards vested was approximately $109 thousand and $323 thousand, respectively. For the three months ended March 31, 2018 and 2017, the total intrinsic value of options exercised was $0 and $0, respectively (there were no options exercised during either period). For the three months ended March 31, 2018 and 2017, approximately 3 thousand and 45 thousand stock options, respectively, were granted, and no stock options were exercised in either period yielding $0 of cash proceeds to the Company. Additionally, for the three months ended March 31, 2018 and 2017, approximately 1.1 million and 200 thousand restricted stock units, respectively, were granted, and approximately 9 thousand and 207 thousand shares, respectively, were issued under restricted stock unit grants. For the three months ended March 31, 2018 and 2017, the total intrinsic value of restricted stock units that vested was approximately $13 thousand and $176 thousand, respectively. As of March 31, 2018 and 2017, the total intrinsic value of awards outstanding was approximately $4.8 million and $510 thousand, respectively. As of March 31, 2018, there was approximately $2.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 2.83 years.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	7. STOCKHOLDERS’ EQUITY Treasury Stock In November 2017, our Board of Directors approved a new share buyback program authorizing the repurchase of up to five million shares of the Company’s common stock. Purchases may be made in the open market or in privately negotiated transactions as deemed appropriate by management. The Company may, among other things, utilize existing cash reserves and cash flows from operations to fund any repurchases. The timing and amount of any repurchases will be determined by the Company’s management based upon its evaluation of the trading prices of the securities, market conditions and other factors. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and may be extended, modified, suspended or discontinued at any time. During the first quarter ended March 31, 2018, and since the new Program’s inception in November 2017, the Company purchased a total of 1,105 shares of Common Stock under the Program at an aggregate cost of approximately $1,415, inclusive of commissions. In addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures approved by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through March 31, 2018, the Company had withheld an aggregate of 2,047,906 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.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	8. LEGAL PROCEEDINGS The Company is party to legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material.

NET LOSS PER SHARE OF COMMON ST

NET LOSS PER SHARE OF COMMON STOCK	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
NET LOSS PER SHARE OF COMMON STOCK	9. 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) and the incremental common shares issuable upon the exercise of stock options (using the treasury stock method). For the three months ended March 31, 2018 and 2017, approximately 4.7 million and 666 thousand 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 Three Months Ended March 31, 2018 2017 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (681,710 ) $ (1,127,440 ) Denominator: Weighted average basic and diluted shares outstanding 49,184,692 35,558,371 Net loss per share: Basic and diluted net loss attributable to common stockholders $ (0.01 ) $ (0.03 )

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	10. INCOME TAXES Income tax expense for the three months ended March 31, 2018 was approximately $155 thousand and reflects an effective tax rate of -29%, as compared to approximately $186 thousand for the three months ended March 31, 2017 reflecting an effective tax rate of approximately -20%. Income tax expense for the three months ended March 31, 2018 primarily relates to the recognition of $109 thousand of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of an approximate $46 thousand credit of income tax in certain jurisdictions where there are no net operating losses available to offset taxable income. Income tax expense for the three months ended March 31, 2017 primarily relates to the recognition of $148 thousand of a deferred tax liability associated with goodwill that is tax deductible but constitutes an indefinite lived intangible asset for financial reporting purposes, as well as the recognition of approximately $38 thousand of income tax in certain jurisdictions where there are no net operating losses available to offset taxable income. The Company accounts for its income taxes in accordance with ASC 740-10, Income Taxes The Company had approximately $173 million of federal and state net operating loss carryforwards (“NOL”) as of December 31, 2017. 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 2037 and expire from 2019 through 2037. 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 2037. The company also has approximately $10.5 million in U.K. NOLs as of December 31, 2017. During the fourth quarter ended December 31, 2017, the Company released its U.K. valuation allowance as it was concluded that this entity has cumulative income over the last three years and Management believes it is more likely than not that the deferred tax asset will be utilized. The Company has no uncertain tax positions pursuant to ASC 740-10 for the year ended December 31, 2017.

BUSINESS CONCENTRATIONS AND CRE

BUSINESS CONCENTRATIONS AND CREDIT RISK	3 Months Ended
	Mar. 31, 2018
Risks and Uncertainties [Abstract]
BUSINESS CONCENTRATIONS AND CREDIT RISK	11. 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 federally insured financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. As of March 31, 2018 and 2017, the Company’s cash, cash equivalents and restricted cash primarily consisted of checking accounts and money market funds. For the three months ended March 31, 2018 and 2017, no individual client accounted for 10% or more of consolidated revenue. As of March 31, 2018, one individual client accounted for more than 10% of our gross accounts receivable balance. As of March 31, 2017, no individual client accounted for more than 10% of our gross accounts receivable balance. The Company’s customers are primarily concentrated in the United States and Europe, and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within management’s expectations.

RESTRUCTURING AND OTHER CHARGES

RESTRUCTURING AND OTHER CHARGES	3 Months Ended
	Mar. 31, 2018
Restructuring and Related Activities [Abstract]
RESTRUCTURING AND OTHER CHARGES	12. RESTRUCTURING AND OTHER CHARGES During the three months ended March 31, 2017, the Company implemented a targeted reduction in force which resulted in restructuring and other charges of approximately $199 thousand.

OTHER LIABILITIES

OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2018
Other Liabilities Disclosure [Abstract]
OTHER LIABILITIES	13. OTHER LIABILITIES Other liabilities consist of the following: March 31, 2018 December 31, 2017 Deferred rent $ 1,410,821 $ 1,374,385 Deferred revenue 1,187,023 687,632 Other 2,092 2,092 Total other liabilities $ 2,599,936 $ 2,064,109

SEGMENT AND GEOGRAPHIC DATA

SEGMENT AND GEOGRAPHIC DATA	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
SEGMENT AND GEOGRAPHIC DATA	14. SEGMENT AND GEOGRAPHIC DATA Segments Effective October 1, 2016 as a result of organizational changes related to our new management team, 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. Results were as follows: For the Three Months Ended March 31, Revenue: 2018 2017 - The Deal / BoardEx $ 5,903,942 $ 5,513,657 - RateWatch 2,133,682 1,873,582 Total business to business 8,037,624 7,387,239 - Business to consumer 6,671,203 7,893,198 Total $ 14,708,827 $ 15,280,437 Operating income (loss): - The Deal / BoardEx $ (564,590 ) $ (643,949 ) - RateWatch 513,712 182,006 Total business to business (50,878 ) (461,943 ) - Business to consumer (494,473 ) (486,964 ) Total $ (545,351 ) $ (948,907 ) 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 During the three months ended March 31, 2018 and 2017, substantially all of the Company’s revenue was from customers in the United States and substantially all of our long-lived 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.

DESCRIPTION OF THE BUSINESS A21

DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The interim condensed consolidated balance sheet as of March 31, 2018, the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2018 and 2017, and the condensed statements of cash flows for the three months ended March 31, 2018 and 2017 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of March 31, 2018, its results of consolidated operations and comprehensive loss for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. The financial data and other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2018 or for any other future annual or interim period. There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 13, 2018. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2017. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. The Company has evaluated subsequent events for recognition or disclosure.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” ASU No. 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company developed an implementation plan to adopt this new guidance, which included an assessment of the impact of the new guidance on our financial position and results of operations. The Company has completed its assessment and has determined that this standard will have no impact on its financial position or results of operations, except enhanced disclosure regarding revenue recognition, including disclosures of revenue streams, performance obligations, variable consideration and the related judgments and estimates necessary to apply the new standard. On January 1, 2018, the Company adopted the new accounting standard ASC 606, Revenue from Contracts with Customers In February 2016, the FASB issued ASU No. 2016-02, Leases In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

REVENUES (Tables)

REVENUES (Tables)	3 Months Ended
	Mar. 31, 2018
Revenues Tables
Schedule of revenues disaggregated by revenue discipline	The following table presents our revenues disaggregated by revenue discipline. For the Three Months Ended March 31, 2018 2017 Subscription $ 12,213,057 $ 11,862,829 Advertising 1,726,786 2,490,106 Other 768,984 927,502 Total Revenue $ 14,708,827 $ 15,280,437

REVISION OF PRIOR PERIOD FINA23

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
Accounting Changes and Error Corrections [Abstract]
Schedule of revision of prior period financial statements	The impact to the consolidated balance sheets and consolidated statements of operations as of December 31, 2017 is as follows: As of December 31, 2017 Consolidated Balance Sheets As Reported Adjustment As Revised Deferred tax liability 1,932,606 (925,852 ) 1,006,754 Total liabilities 34,989,599 (925,852 ) 34,063,747 Accumulated deficit (207,787,130 ) 925,852 (206,861,278 ) Total stockholders' equity 34,020,949 925,852 34,946,801 Consolidated Statements of Operations Benefit for income taxes 1,882,310 925,852 2,808,162 Net income 2,626,837 925,852 3,552,689

CASH AND CASH EQUIVALENTS, MA24

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Tables)	3 Months Ended
	Mar. 31, 2018
Cash and Cash Equivalents [Abstract]
Schedule of cash and cash equivalents marketable securities and restricted cash	The letter of credit serves as a security deposit for the Company’s office space in New York City. March 31, 2018 December 31, 2017 Cash and cash equivalents $ 13,223,536 $ 11,684,817 Marketable securities 1,748,805 1,680,000 Restricted cash 500,000 500,000 Total cash and cash equivalents, marketable securities and restricted cash $ 15,472,341 $ 13,864,817

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Schedule of fair value measurements based on valuation technique	Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: As of March 31, 2018 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 13,223,536 $ 13,223,536 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,748,805 — — 1,748,805 Contingent earn-out (3) 951,867 — — 951,867 Total at fair value $ 16,424,208 $ 13,723,536 $ — $ 2,700,672 As of December 31, 2017 Description: Total Level 1 Level 2 Level 3 Cash and cash equivalents (1) $ 11,684,817 $ 11,684,817 $ — $ — Restricted cash (1) 500,000 500,000 — — Marketable securities (2) 1,680,000 — — 1,680,000 Contingent earn-out (3) 951,867 — — 951,867 Total at fair value $ 14,816,684 $ 12,184,817 $ — $ 2,631,867 (1) Cash and cash equivalents and restricted cash, totaling approximately $13.7 million and $12.2 million as of March 31, 2018 and December 31, 2017, 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 $1.7 million and $1.7 million as of March, 31, 2018 and December 31, 2017, 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 March 31, 2018, the Company determined there was a decline in the fair value of its ARS investments of approximately $101 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss. (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.
Schedule of assets and liabilities fair value using significant unobservable inputs (Level 3)	The following tables provide a reconciliation of the beginning and ending balance for the Company’s assets and liabilities measured at fair value using significant unobservable inputs (Level 3): Marketable Securities Balance December 31, 2017 $ 1,680,000 Change in fair value of investment 68,805 Balance March 31, 2018 $ 1,748,805 Contingent Earn-Out Balance December 31, 2017 $ 951,867 Accretion to net present value — Balance March 31, 2018 $ 951,867

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of valuation assumptions	The weighted-average grant date fair value per share of stock option awards granted during the three months ended March 31, 2018 and 2017 was $0.49 and $0.23, respectively, using the Black-Scholes model with the following weighted-average assumptions: For the Three Months Ended 2018 2017 Expected option lives 3.5 years 3.0 years Expected volatility 42.67% 36.68% Risk-free interest rate 2.05% 1.46% Expected dividend yield 0.00% 0.00%
Schedule of stock option activity	A summary of the activity of the 2007 Plan, and awards issued outside of the 2007 Plan pertaining to stock option grants is as follows: Shares Underlying Awards Weighted Average Exercise Price Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2017 5,491,928 $ 1.46 Options granted 3,333 $ 1.45 Options exercised — N/A Options forfeited (834 ) $ 1.20 Options expired (1,777,611 ) $ 1.79 Awards outstanding at March 31, 2018 3,716,816 $ 1.30 $ 1,995 4.69 Awards outstanding, vested and expected to vest at March 31, 2018 3,696,057 $ 1.30 $ 1,981 4.69 Awards exercisable at March 31, 2018 2,289,915 $ 1.38 $ 1,090 4.33
Schedule of restricted stock units	A summary of the activity of the 2007 Plan pertaining to grants of restricted stock units is as follows: Shares Underlying Awards Aggregate Intrinsic Value ($000) Weighted Average Remaining Contractual Life (In Years) Awards outstanding at December 31, 2017 446,668 Restricted stock units granted 1,125,000 Restricted stock units settled by delivery of Common Stock upon vesting (9,174 ) Restricted stock units forfeited — Awards outstanding at March 31, 2018 1,562,494 $ 2,797 3.29 Awards expected to vest at March 31, 2018 1,550,744 $ 2,776 2.55
Schedule of unvested awards	A summary of the status of the Company’s unvested stock-based payment awards as of March 31, 2018 and changes in the three months then ended, is as follows: Unvested Awards Number of Shares Weighted Average Grant Date Fair Value Shares underlying awards unvested at December 31, 2017 2,131,135 $ 0.48 Shares underlying options granted 3,333 $ 0.49 Shares underlying restricted stock units granted 1,125,000 $ 1.47 Shares underlying options vested (260,065 ) $ 0.37 Shares underlying restricted stock units settled by delivery of Common Stock upon vesting (9,174 ) $ 1.20 Shares underlying options forfeited (834 ) $ 0.38 Shares underlying restricted stock units cancelled — $ — Shares underlying awards unvested at March 31, 2018 2,989,395 $ 0.86

NET INCOME (LOSS) PER SHARE OF

NET INCOME (LOSS) PER SHARE OF COMMON STOCK (Tables)	3 Months Ended
	Mar. 31, 2018
Earnings Per Share [Abstract]
Schedule of net income (loss) per share	The following table reconciles the numerator and denominator for the calculation. For the Three Months Ended March 31, 2018 2017 Basic and diluted net loss per share: Numerator: Net loss attributable to common stockholders $ (681,710 ) $ (1,127,440 ) Denominator: Weighted average basic and diluted shares outstanding 49,184,692 35,558,371 Net loss per share: Basic and diluted net loss attributable to common stockholders $ (0.01 ) $ (0.03 )

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2018
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Schedule of other liabilities	Other liabilities consist of the following: March 31, 2018 December 31, 2017 Deferred rent $ 1,410,821 $ 1,374,385 Deferred revenue 1,187,023 687,632 Other 2,092 2,092 Total other liabilities $ 2,599,936 $ 2,064,109

SEGMENT AND GEOGRAPHIC DATA (Ta

SEGMENT AND GEOGRAPHIC DATA (Tables)	3 Months Ended
	Mar. 31, 2018
Segment Reporting [Abstract]
Schedule of segment reporting	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. Results were as follows: For the Three Months Ended March 31, Revenue: 2018 2017 - The Deal / BoardEx $ 5,903,942 $ 5,513,657 - RateWatch 2,133,682 1,873,582 Total business to business 8,037,624 7,387,239 - Business to consumer 6,671,203 7,893,198 Total $ 14,708,827 $ 15,280,437 Operating income (loss): - The Deal / BoardEx $ (564,590 ) $ (643,949 ) - RateWatch 513,712 182,006 Total business to business (50,878 ) (461,943 ) - Business to consumer (494,473 ) (486,964 ) Total $ (545,351 ) $ (948,907 )

REVENUES (Details)

REVENUES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues [Abstract]
Subscription	$ 12,213,057	$ 11,862,829
Advertising	1,726,786	2,490,106
Other	768,984	927,502
Total revenue	$ 14,708,827	$ 15,280,437

REVENUES (Details Narrative)

REVENUES (Details Narrative)	Mar. 31, 2018USD ($)
Revenues Details Narrative
Adjustment to opening accumulated deficit	$ 774,000

REVISION OF PRIOR PERIOD FINA32

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability	$ 1,115,723		$ 1,006,754
Total liabilities	36,307,912		34,063,747
Accumulated deficit	(206,769,187)		(206,861,278)
Total stockholders' equity	35,800,282		34,946,801
Benefit for income taxes	155,136	$ 186,304
Net income	$ (681,710)	$ (1,127,440)
As Reported [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability			1,932,606
Total liabilities			34,989,599
Accumulated deficit			(207,787,130)
Total stockholders' equity			34,020,949
Benefit for income taxes			1,882,310
Net income			2,626,837
Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability			(925,852)
Total liabilities			(925,852)
Accumulated deficit			925,852
Total stockholders' equity			925,852
Benefit for income taxes			925,852
Net income			925,852
As Revised [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred tax liability			1,006,754
Total liabilities			34,063,747
Accumulated deficit			(206,861,278)
Total stockholders' equity			34,946,801
Benefit for income taxes			2,808,162
Net income			$ 3,552,689

CASH AND CASH EQUIVALENTS, MA33

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 13,223,536	$ 11,684,817
Marketable securities	1,748,805	1,680,000
Restricted cash	500,000	500,000
Total cash and cash equivalents, marketable securities and restricted cash	$ 15,472,341	$ 13,864,817

CASH AND CASH EQUIVALENTS, MA34

CASH AND CASH EQUIVALENTS, MARKETABLE SECURITIES AND RESTRICTED CASH (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)N	Mar. 31, 2018USD ($)
Schedule of Trading Securities and Other Trading Assets [Line Items]
Marketable securities at fair value	$ 1,680,000	$ 1,748,805
Cash as collateral for outstanding letters of credit	$ 500,000	500,000
Auction Rate Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Securities | N	2
Marketable securities at cost basic	$ 1,900,000
Marketable securities at fair value	$ 1,700,000	$ 1,700,000
Maturity year	2,038

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)		Mar. 31, 2018	Dec. 31, 2017
Total [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	$ 13,223,536	$ 11,684,817
Restricted cash	[1]	500,000	500,000
Marketable securities	[2]	1,748,805	1,680,000
Contingent earn-out	[3]	951,867	951,867
Total at fair value		16,424,208	14,816,684
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	[1]	13,223,536	11,684,817
Restricted cash	[1]	500,000	500,000
Marketable securities	[2]
Contingent earn-out	[3]
Total at fair value		13,723,536	12,184,817
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]	1,748,805	1,680,000
Contingent earn-out	[3]	951,867	951,867
Total at fair value		$ 2,700,672	$ 2,631,867
[1]	Cash and cash equivalents and restricted cash, totaling approximately $13.7 million and $12.2 million as of March 31, 2018 and December 31, 2017, 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 $1.7 million and $1.7 million as of March, 31, 2018 and December 31, 2017, 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 March 31, 2018, the Company determined there was a decline in the fair value of its ARS investments of approximately $101 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive loss.
[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.

FAIR VALUE MEASUREMENTS (Deta36

FAIR VALUE MEASUREMENTS (Details 1)	3 Months Ended
	Mar. 31, 2018USD ($)
Contingent Earn-Out [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	$ 951,867
Accretion of net present value
Balance at end of the period	951,867
Marketable Securities [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of the period	1,680,000
Change in fair value of investment	68,805
Balance at end of the period	$ 1,748,805

FAIR VALUE MEASUREMENTS (Deta37

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Trading Securities and Other Trading Assets [Line Items]
Cash and cash equivalents and restricted cash	$ 13,700,000	$ 12,200,000
Marketable securities, fair value	1,748,805	1,680,000
Auction Rate Securities [Member]
Schedule of Trading Securities and Other Trading Assets [Line Items]
Marketable securities, fair value	1,700,000	$ 1,700,000
Decline in fair value of ARS	$ 101,000

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected option lives	P3Y6M	P3Y
Expected volatility	42.67%	36.68%
Risk-free interest rate	2.05%	1.46%
Expected dividend yield	0.00%	0.00%

STOCK-BASED COMPENSATION (Det39

STOCK-BASED COMPENSATION (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options granted	3,333	45,000
2007 Performance Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Awards outstanding at beginning	5,491,928
Options granted	3,333
Options exercised
Options forfeited	(834)
Options expired	(1,777,611)
Awards outstanding at ending	3,716,816
Awards outstanding vested and expected to vest at ending	3,696,057
Awards exercisable at ending	2,289,915
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Awards outstanding at beginning	$ 1.46
Options granted	1.45
Options exercised
Options forfeited	1.20
Options expired	1.79
Awards outstanding at ending	1.30
Awards outstanding vested and expected to vest at ending	1.30
Awards exercisable at ending	$ 1.38
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Aggregate Intrinsic Value [Roll Forward]
Awards outstanding at ending	$ 1,995
Awards outstanding vested and expected to vest at ending	1,981
Awards exercisable at ending	$ 1,090
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Life [Roll Forward]
Awards outstanding at ending	4 years 8 months 8 days
Awards outstanding vested and expected to vest at ending	4 years 8 months 8 days
Awards exercisable at ending	4 years 3 months 29 days

STOCK-BASED COMPENSATION (Det40

STOCK-BASED COMPENSATION (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Restricted stock units granted	1,125,000
Restricted stock units settled by delivery of Common Stock upon vesting	(9,174)	(207,000)
Restricted stock units forfeited
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	446,668
Restricted stock units granted	1,125,000	200,000
Restricted stock units settled by delivery of Common Stock upon vesting	(9,174)	(207,000)
Restricted stock units forfeited
Awards outstanding at ending	1,562,494
Awards expected to vest at ending	1,550,744
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value [Roll Forward]
Awards outstanding at ending	$ 2,797,000
Awards expected to vest at ending	$ 2,776,000
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	3 years 3 months 14 days
Awards expected to vest at ending	2 years 6 months 18 days

STOCK-BASED COMPENSATION (Det41

STOCK-BASED COMPENSATION (Details 3) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward]
Shares underlying awards unvested at beginning	2,131,135
Shares underlying options granted	3,333	45,000
Shares underlying restricted stock units granted	1,125,000
Shares underlying options vested	(260,065)
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting	(9,174)	(207,000)
Shares underlying options forfeited	(834)
Shares underlying restricted stock units cancelled
Shares underlying awards unvested at ending	2,989,395
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	$ 0.48
Shares underlying options granted	0.49	$ 0.23
Shares underlying restricted stock units granted	1.47	$ 0.85
Shares underlying options vested	0.37
Shares underlying restricted stock units settled by delivery of Common Stock upon vesting	1.20
Shares underlying options forfeited	0.38
Shares underlying restricted stock units cancelled
Shares underlying awards unvested at ending	$ 0.86

STOCK-BASED COMPENSATION (Det42

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Weighted-average grant date fair value of stock option (in dollars per share)	$ 0.49	$ 0.23
Weighted-average grant date fair value per share (in dollars per share)	$ 1.47	$ 0.85
Noncash share-based compensation	$ 340,366	$ 396,242
Total fair value of share-based awards vested	109,000	323,000
Total intrinsic value of options exercised	$ 0	$ 0
Number of stock option granted	3,333	45,000
Number of RSU granted	1,125,000
Number of shares issued for settled by delivery of common stock upon vesting	9,174	207,000
2007 Performance Incentive Plan [Member]
Number of remaining shares available for future grants	156,000
Noncash share-based compensation	$ 340,000	$ 396,000
Number of stock option granted	3,333
Unrecognized stock-based compensation expense	$ 2,100,000
Weighted average period of recognization	2 years 9 months 29 days
2007 Performance Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]
Total intrinsic value of share-based awards other than options vested	$ 13,000	$ 176,000
Number of RSU granted	1,125,000	200,000
Number of shares issued for settled by delivery of common stock upon vesting	9,174	207,000
Total intrinsic value of share-based awards options and equity instruments other than options outstanding	$ 4,800,000	$ 510,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Nov. 30, 2017
Number of treasury shares purchased	211,608
Cash dividend paid to common shares (Series B Preferred Stock on a converted common share basis) (in dollars per share)	$ 0.10
2007 Performance Incentive Plan [Member]
Number of shares for withholding taxes	2,047,906
Share Repurchase Program [Member] | Common Stock [Member]
Number of authorized shares repurchased		$ 5,000,000
Number of treasury shares purchased	1,105
Value of treasury shares purchased	$ 1,415

NET LOSS PER SHARE OF COMMON 44

NET LOSS PER SHARE OF COMMON STOCK (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Net loss attributable to common stockholders	$ (681,710)	$ (1,127,440)
Denominator:
Weighted average basic and diluted shares outstanding (in shares)	49,184,692	35,558,371
Net loss per share:
Basic and diluted net loss attributable to common stockholders (in dollars per share)	$ (0.01)	$ (0.03)

NET LOSS PER SHARE OF COMMON 45

NET LOSS PER SHARE OF COMMON STOCK (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Number of restricted stock units and option excluded from calculation	4,700,000	666,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 155,136	$ 186,304
Effective tax rate	(29.00%)	(20.00%)
Income tax expense recognised as deferred tax liabilities, goodwill and intangible assets	$ 109,000	$ 148,000
Windfall tax net operating loss carryforward	10,500,000
Certain Jurisdictions Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 46,000	$ 38,000
Federal And State Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards			$ 173,000,000
Description of operating loss carry forward expiration year			Expire from 2019 through 2037
Description of operating loss carryforwards limitations on use			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.

BUSINESS CONCENTRATIONS AND C47

BUSINESS CONCENTRATIONS AND CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member] - N	Mar. 31, 2018	Mar. 31, 2017
Exceeds 10% Revenue [Member]
Number of customers	0	0
Exceeds 10% Accounts Receivables [Member]
Number of customers	1	0

RESTRUCTURING AND OTHER CHARG48

RESTRUCTURING AND OTHER CHARGES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring and other charges		$ 198,979
Employee Severance [Member]
Restructuring and other charges		$ 199,000

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Other Liabilities Disclosure [Abstract]
Deferred rent	$ 1,410,821	$ 1,374,385
Deferred revenue	1,187,023	687,632
Other	2,092	2,092
Total other liabilities	$ 2,599,936	$ 2,064,109

SEGMENT AND GEOGRAPHIC DATA (De

SEGMENT AND GEOGRAPHIC DATA (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue:
Total business to business	$ 8,037,624	$ 7,387,239
Business to consumer	6,671,203	7,893,198
Total	14,708,827	15,280,437
Operating income (loss):
Total business to business	(50,878)	(461,943)
Business to consumer	(494,473)	(486,964)
Total	(545,351)	(948,907)
The Deal / BoardEx [Member]
Revenue:
Total business to business	5,903,942	5,513,657
Operating income (loss):
Total business to business	(564,590)	(643,949)
RateWatch [Member]
Revenue:
Total business to business	2,133,682	1,873,582
Operating income (loss):
Total business to business	$ 513,712	$ 182,006