Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 15-May-15 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Remark Media, Inc. | |
Entity Central Index Key | 1368365 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Outstanding | 13,951,602 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $2,564 | $1,525 |
Trade accounts receivable | 137 | 41 |
Prepaid expense and other current assets | 1,631 | 707 |
Total current assets | 4,332 | 2,273 |
Notes receivable | 1,350 | 1,350 |
Property and equipment, net | 1,840 | 1,398 |
Investment in unconsolidated affiliate | 1,030 | 1,030 |
Intangibles, net | 6,319 | 6,518 |
Goodwill | 5,293 | 5,293 |
Other long-term assets | 94 | 94 |
Total assets | 20,258 | 17,956 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 2,127 | 1,356 |
Advances from stockholder | 86 | 86 |
Accrued expense and other current liabilities | 986 | 1,210 |
Demand note payable to related party | 350 | 350 |
Derivative liability | 446 | 512 |
Current maturities of long-term debt payable to related parties | 5,986 | 2,500 |
Capital lease obligations | 120 | 158 |
Total current liabilities | 10,101 | 6,172 |
Long-term debt | 3,400 | 3,100 |
Long-term debt payable to related parties, less current portion and discount | 0 | 3,481 |
Other liabilities | 25 | 25 |
Total liabilities | 13,526 | 12,778 |
Commitments and contingencies (Note 11) | ||
Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.001 par value; 50,000,000 shares authorized; 13,851,602 and 12,784,960 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | 14 | 13 |
Additional paid-in-capital | 139,748 | 135,116 |
Accumulated other comprehensive income | 36 | 36 |
Accumulated deficit | -133,066 | -129,987 |
Total stockholders’ equity | 6,732 | 5,178 |
Total liabilities and stockholders’ equity | $20,258 | $17,956 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 13,851,602 | 12,784,960 |
Common stock, shares outstanding | 13,851,602 | 12,784,960 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||
Revenue | $803 | $660 |
Operating expense | ||
Sales and marketing | 198 | 75 |
Content, technology and development | 167 | 72 |
General and administrative | 3,163 | 3,919 |
Depreciation and amortization | 227 | 134 |
Total operating expense | 3,755 | 4,200 |
Operating loss | -2,952 | -3,540 |
Other income (expense) | ||
Interest expense | -194 | -93 |
Other income | 1 | 0 |
Gain (loss) on change in fair value of derivative liability | 66 | -129 |
Total other expense, net | -127 | -222 |
Loss before income taxes | -3,079 | -3,762 |
Benefit from (provision for) income taxes | 0 | 0 |
Net loss | -3,079 | -3,762 |
Other comprehensive income (loss) | ||
Foreign currency translation adjustments | 0 | -1 |
Comprehensive loss | ($3,079) | ($3,763) |
Weighted-average shares outstanding, basic and diluted | 12,867 | 7,870 |
Net loss per share, basic and diluted | ($0.24) | ($0.48) |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Cash Flows [Abstract] | ||
Net cash used in operating activities | ($1,751) | ($1,710) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | -470 | -154 |
Other asset additions | 0 | -450 |
Loan to third party | 0 | -1,000 |
Net cash used in investing activities | -470 | -1,604 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 2,997 | 0 |
Proceeds from debt issuance | 300 | 3,500 |
Payments of capital lease obligations | -37 | -32 |
Net cash provided by financing activities | 3,260 | 3,468 |
Net increase in cash and cash equivalents | 1,039 | 154 |
Beginning of period | 1,525 | 1,261 |
Impact of foreign currency translation on cash | 0 | -1 |
End of period | 2,564 | 1,414 |
Supplemental schedule of non-cash investing and financing activities: | ||
Common stock issuance | $962 | $0 |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 3 Months Ended | |
Mar. 31, 2015 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND BUSINESS | NOTE 1. ORGANIZATION AND BUSINESS | |
Organization and Business | ||
Remark Media, Inc. (“Remark”, “we”, “us”, or “our”) is a global digital media company headquartered in Las Vegas, Nevada, with additional operations in Beijing, China and Sao Paolo, Brazil. Our primary operations consist of owning and operating digital media properties, such as websites and applications for mobile devices, primarily in the United States and Asia. Through our websites and mobile applications, we provide customers with the ability to file business and personal tax extensions with the IRS, to make hotel reservations through our Roomlia mobile application, to purchase merchandise via our Bikini.com website, and we provide the ability for third-party companies to advertise on our websites. Our common stock is listed on the NASDAQ Capital Market under the ticker symbol MARK. | ||
Liquidity Considerations | ||
During the three months ended March 31, 2015, and in each fiscal year since our inception, we have incurred net losses and generated negative cash flow from operations, resulting in an accumulated deficit of $133.1 million and a cash and cash equivalents balance of $2.6 million, both amounts as of March 31, 2015. Our revenue during the three months ended March 31, 2015 was $0.8 million. | ||
We entered into the following transactions during the three months ended March 31, 2015: | ||
• | On February 5, 2015, stock option awards representing 91,642 shares of our common stock were exercised in exchange for $0.3 million in cash. | |
• | On March 13, 2015, we issued an unsecured convertible promissory note in the original principal amount of $0.3 million in cash. | |
• | On March 20, 2015, we issued 125,000 shares of our common stock to an accredited investor in a private placement in exchange for $0.5 million in cash. | |
• | On March 31, 2015, we issued 850,000 shares of our common stock in a registered direct offering in exchange for net proceeds of approximately $3.1 million. | |
We intend to fund our future operations, particularly related to our young adult lifestyle and personal finance properties, through dynamic growth. Additionally, we are actively evaluating potential acquisitions that would provide additional revenue, assessing the sale of certain non-core assets, and considering sales of minority interests in certain of our operating businesses. | ||
Absent acquisitions of new businesses or material increases in revenue from our existing customers, neither of which we can assure, current revenue growth will not be sufficient to sustain our operations in the long term; therefore, we will likely need to obtain additional capital through equity or debt financing and/or by divesting of certain assets or businesses, neither of which we can assure will happen on commercially reasonable terms, if at all. In addition, if we obtain capital by issuing equity, such transaction(s) may dilute existing stockholders. | ||
We can neither be certain that we will be successful at raising capital at all, nor be certain regarding what amount of capital we may raise. Conditions in the debt and equity markets, as well as the volatility of investor sentiment regarding macroeconomic and microeconomic conditions, will play primary roles in determining whether we can successfully obtain additional capital. Should we fail to successfully implement our plans described herein, such failure would have a material adverse effect on our business, including the possible cessation of operations. | ||
A variety of factors, many of which are outside of our control, affect our cash flow; those factors include regulatory issues, competition, financial markets and other general business conditions. Based upon our most recent cash flow projections, we believe that we have sufficient existing cash, cash equivalents and cash resources to meet our ongoing requirements through March 31, 2016, including repayment of our existing debt as it matures. However, projecting operating results is inherently uncertain because anticipated expenses may exceed current forecasts; therefore, we cannot assure you that we will generate sufficient income and cash flow to meet all of our liquidity requirements. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
We prepared the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2015, with the audited Consolidated Balance Sheet amounts as of December 31, 2014 presented for comparative purposes, and the related unaudited Condensed Consolidated Statements of Operations and Statements of Cash Flows in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X. In compliance with those instructions, we have omitted certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), though management believes the disclosures made herein are sufficient to ensure that the information presented is not misleading. | |
Our results of operations and our cash flows as of the end of the interim periods reported herein do not necessarily indicate the results we may experience for the remainder of the year or for any other future period. | |
Management believes our unaudited condensed consolidated interim financial statements include all the normal recurring adjustments necessary to fairly present our unaudited Condensed Consolidated Balance Sheet as of March 31, 2015, our unaudited Condensed Consolidated Statements of Operations and our unaudited Condensed Consolidated Statements of Cash Flows for all periods presented. You should read our unaudited condensed consolidated interim financial statements and footnotes in conjunction with our consolidated financial statements and footnotes included within our 2014 Form 10-K. | |
Consolidation | |
We include all of our subsidiaries in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. The equity of certain of our subsidiaries is either partially or fully held by citizens of the country of incorporation to comply with local laws and regulations. | |
Use of Estimates | |
We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, and income taxes, among other items. | |
Changes to Significant Accounting Policies | |
We have made no material changes to our significant accounting policies as reported in our 2014 Form 10-K. | |
Recently Issued Accounting Pronouncements | |
We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and we do not believe that any of the pronouncements that we have not yet adopted will have a material effect on our financial condition, results of operations, cash flows or reporting thereof. |
INVESTMENT_IN_UNCONSOLIDATED_A
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | NOTE 3. INVESTMENT IN UNCONSOLIDATED AFFILIATE |
In 2009, we co-founded a U.S.-based venture, Sharecare, to build a web-based platform that simplifies the search for health and wellness information. The other co-founders of Sharecare were Dr. Mehmet Oz, HARPO Productions, Discovery Communications, Jeff Arnold and Sony Pictures Television. As of March 31, 2015, we owned approximately 6.0% of Sharecare’s issued stock and maintained representation on its Board of Directors. Our ownership declined due to Sharecare’s issuance of additional equity during the three months ended March 31, 2015. |
NOTE_RECEIVABLE_FROM_BOMBO_SPO
NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC | 3 Months Ended |
Mar. 31, 2015 | |
Receivables [Abstract] | |
NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC | NOTE 4. NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC |
In February 2014, we entered into a loan agreement with Bombo Sports & Entertainment, LLC (“BSE”) pursuant to which we loaned BSE $1.0 million. In April 2014, both parties entered into an amendment to the loan agreement (as amended, the “BSE Loan Agreement”), pursuant to which, from April to June 2014, we loaned an additional $0.35 million to BSE. The loan bears interest at 5% per annum, with principal and interest due and payable within 10 days after we deliver a written demand to BSE. If the loan is not repaid in full at the end of the 10-day period, the interest rate increases to 12% per annum until it is repaid in full. BSE may prepay all or any portion of the loan at any time without premium or penalty. | |
Under the BSE Loan Agreement, BSE’s obligations are secured by (i) a membership interest pledge agreement pursuant to which Robert S. Potter, the manager and owner of 86% of the membership interest in BSE, pledged to us all of his right, title, and interest in and to such membership interest and (ii) a pledge by BSE to us of all of BSE’s assets. | |
In September 2014, we delivered a written demand for payment to BSE. As of the date of this report, BSE has not repaid any portion of the loan, and we have commenced legal proceedings against BSE and its controlling owner to recover the amount owed. We are vigorously pursuing collection of the full amount owed to us under the BSE Loan Agreement and believe that we will be successful in either collecting such full amount or securing rights of equivalent fair value. As a result, we have not recorded a loss allowance related to the loan as of the date of this report. However, because we cannot provide assurance as to what amount or rights, if any, we may be able to collect or secure, we may need to record a loss allowance related to the loan in the future. See Part II, Item 1 for additional information regarding our legal proceedings against BSE. |
DERIVATIVE_LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
DERIVATIVE LIABILITY | NOTE 5. DERIVATIVE LIABILITY | |||||||
At the end of each reporting period, we use the Monte Carlo Simulation model to estimate and report the fair value of certain common stock warrants we issued that we recorded as liabilities. The following table presents the quantitative assumptions, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Annual dividend rate | — | % | — | % | ||||
Expected volatility | 90 | % | 90 | % | ||||
Risk-free interest rate | 0.69 | % | 0.95 | % | ||||
Expected remaining term (years) | 2.41 | 2.66 | ||||||
In addition to the quantitative assumptions above, we also consider whether we would issue additional equity and, if so, at what price per share would such equity be issued. At March 31, 2015, we estimated a 10% probability that a future financing event would be dilutive. | ||||||||
The following table presents the reconciliation of the beginning and ending balances of the derivative liability associated with certain common stock warrants that remain outstanding (in thousands): | ||||||||
Three Months Ended March 31, | Year Ended December 31, | |||||||
2015 | 2014 | |||||||
Balance at beginning of period | $ | 512 | $ | 769 | ||||
Decrease in fair value | (66 | ) | (28 | ) | ||||
Reduction due to exercise of warrants | — | (229 | ) | |||||
Balance at end of period | $ | 446 | $ | 512 | ||||
PREPAID_EXPENSES_AND_OTHER_CUR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6. PREPAID EXPENSE AND OTHER CURRENT ASSETS | |||||||
Prepaid expense and other current assets consist of the following (in thousands): | ||||||||
March 31, 2015 | December 31, 2014 | |||||||
Prepaid expense | $ | 105 | $ | 279 | ||||
Common stock proceeds receivable | 962 | — | ||||||
Inventory | 481 | 273 | ||||||
Other current assets | 83 | 155 | ||||||
Total | $ | 1,631 | $ | 707 | ||||
The receivable for common stock proceeds as of March 31, 2015 represents a portion of the aggregate proceeds from our March 2015 registered direct offering that we did not receive until April 2, 2015. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT | |||||||||
Property and equipment consist of the following (in thousands, except estimated lives): | ||||||||||
Estimated Life | March 31, | December 31, 2014 | ||||||||
(Years) | 2015 | |||||||||
Computer equipment | 3 | 458 | 561 | |||||||
Software | 3 | 381 | 401 | |||||||
Software development in progress | 1,651 | 1,186 | ||||||||
Furniture and fixtures | — | 2 | ||||||||
Leasehold improvements | — | 86 | ||||||||
Total property, equipment and software | 2,490 | 2,236 | ||||||||
Less accumulated depreciation | (650 | ) | (838 | ) | ||||||
Total property, equipment and software, net | $ | 1,840 | $ | 1,398 | ||||||
We recorded depreciation (and amortization of software) expense on the above assets totaling $0.1 million during the three months ended March 31, 2014. The equivalent expense amount for the first quarter of 2015 was not material. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||||||||
The following table summarizes intangible assets by category (in thousands): | ||||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Gross Amount | Accumulated | Net Amount | Gross Amount | Accumulated | Net Amount | |||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||||
Domain names | $ | 4,219 | $ | (1,125 | ) | $ | 3,094 | $ | 4,219 | $ | (1,026 | ) | $ | 3,193 | ||||||||||
Customer relationships | 3,113 | (392 | ) | 2,721 | 3,113 | (323 | ) | 2,790 | ||||||||||||||||
Acquired technology | 436 | (80 | ) | 356 | 436 | (58 | ) | 378 | ||||||||||||||||
Other intangible assets | 107 | (59 | ) | 48 | 107 | (50 | ) | 57 | ||||||||||||||||
$ | 7,875 | $ | (1,656 | ) | $ | 6,219 | $ | 7,875 | $ | (1,457 | ) | $ | 6,418 | |||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||||
License to operate in China | $ | 100 | $ | 100 | $ | 100 | $ | 100 | ||||||||||||||||
Total intangible assets | $ | 7,975 | $ | 6,319 | $ | 7,975 | $ | 6,518 | ||||||||||||||||
We recorded total amortization expense of $0.2 million and $0.05 million for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||||||||||||
The following table summarizes the changes in goodwill during the three months ended March 31, 2015 and the year ended December 31, 2014 (in thousands): | ||||||||||||||||||||||||
Three Months Ended March 31, | Year Ended December 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Balance at beginning of period | $ | 5,293 | $ | 1,823 | ||||||||||||||||||||
Goodwill acquired | — | 3,470 | ||||||||||||||||||||||
Balance at end of period | $ | 5,293 | $ | 5,293 | ||||||||||||||||||||
CAPITAL_LEASES
CAPITAL LEASES | 3 Months Ended |
Mar. 31, 2015 | |
Capital Lease Obligations [Abstract] | |
CAPITAL LEASES | NOTE 9. CAPITAL LEASES |
In December 2010, Banks.com entered into a sale-leaseback arrangement with Domain Capital, LLC consisting of an agreement to assign the domain name (www.banks.com) to Domain Capital in exchange for $0.6 million in cash and a lease agreement to lease back the domain name from Domain Capital for a five-year term. The lease provides for a bargain purchase option at the end of its term, effectively transferring ownership back to Banks.com. Effective June 2012, Banks.com became our wholly-owned subsidiary pursuant to a merger agreement under which we assumed all its outstanding liabilities. As of March 31, 2015, the remaining obligation under this capital lease was approximately $0.1 million, all of which is payable during 2015. The interest portion of the future minimum lease payments was not material as of March 31, 2015. |
LONGTERM_DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 10. LONG-TERM DEBT |
During December 2014, we issued the following unsecured convertible promissory notes in exchange for cash: one note with an original principal amount of $3.0 million to Ashford Capital Partners, L.P., and one note with an original principal amount of $0.1 million to another accredited investor (not a related party). During March 2015, we issued another unsecured convertible promissory note with an original principal amount of $0.3 million in exchange for cash to Ashford Capital Partners, L.P. All of the notes are unsecured and bear interest at a rate of 8.00% per annum, with interest payable quarterly and all unpaid principal and any accrued but unpaid interest due and payable on the second anniversary of their issuance. We may prepay all or any portion of the notes at any time upon providing at least 15 days prior written notice to the note holder. At any time, either the note holder or we may elect to convert all or any portion of the outstanding principal amount and accrued but unpaid interest under the note into shares of our common stock at a conversion price of $5.50 per share, except that we may only do so if the closing price of our common stock on the immediately-preceding trading day is greater than or equal to the conversion price. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11. COMMITMENTS AND CONTINGENCIES |
We are neither a defendant in any material pending legal proceeding nor are we aware of any material threatened claims against us; therefore, we have not accrued any contingent liabilities. |
STOCKHOLDERS_EQUITY_AND_NET_LO
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | NOTE 12. STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | ||||||||||||
Equity Issuances | |||||||||||||
On February 5, 2015, stock option awards representing 91,642 shares of our common stock were exercised in exchange for $0.3 million. | |||||||||||||
On March 20, 2015, we issued 125,000 shares of our common stock to an accredited investor in a private placement in exchange for $0.5 million in cash. | |||||||||||||
On March 31, 2015, we issued 850,000 shares of our common stock in a registered direct offering in exchange for $3.4 million in cash. We realized net proceeds, after payment of fees and expense, of approximately $3.1 million. Because we did not receive a portion of the aggregate proceeds until April 2, 2015, we recorded such amount as common stock proceeds receivable as of March 31, 2015. Except for an amount equal to the par value of the shares issued, we recorded the net proceeds amount in additional paid-in capital. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We are authorized to issue equity-based awards under our 2006 Equity Incentive Plan, our 2010 Equity Incentive plan and our 2014 Incentive Plan, each of which our stockholders have approved. We grant such awards to attract, retain and motivate eligible officers, directors, employees and consultants. Under each of the plans, we have granted shares of restricted stock and options to purchase common stock to our officers and employees with exercise prices equal to or greater than the fair value of the underlying shares on the grant date. | |||||||||||||
Stock options awarded generally expire ten years from the grant date. All forms of equity awards vest upon the passage of time, the attainment of performance criteria, or both. | |||||||||||||
The following table summarizes the stock option activity under our equity incentive plans as of March 31, 2015, and changes during the three months then ended: | |||||||||||||
Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (in thousands) | ||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2015 | 1,735,962 | $ | 9.63 | ||||||||||
Granted | 346,250 | 4.32 | |||||||||||
Exercised | (91,642 | ) | 3.14 | ||||||||||
Forfeited, cancelled or expired | (28,292 | ) | 8.67 | ||||||||||
Outstanding at March 31, 2015 | 1,962,278 | $ | 9.01 | 8.1 | $ | 202 | |||||||
Options exercisable at March 31, 2015 | 1,532,339 | $ | 10.22 | 7.6 | $ | 191 | |||||||
We did not award restricted stock under our equity incentive plans during the three months ended March 31, 2015. | |||||||||||||
Net Loss per Share | |||||||||||||
For the quarters ended March 31, 2015 and 2014, there were no reconciling items related to either the numerator or denominator of the loss per share calculation. | |||||||||||||
Securities which would have been anti-dilutive to a calculation of diluted earnings per share include: | |||||||||||||
• | the outstanding stock options described above; | ||||||||||||
• | the convertible notes described in Note 10 and Note 13, which are convertible into 2,116,534 shares as of March 31, 2015; | ||||||||||||
• | the warrants issued in conjunction with our acquisition of Hotelmobi, Inc., which may be exercised to purchase 1,000,000 shares of our common stock, half at an exercise price of $8.00 per share and half at an exercise price of $12.00 per share; and | ||||||||||||
• | the warrants issued in conjunction with a private placement in 2012, which may be exercised to purchase 215,278 shares of our common stock at an exercise price of $5.13 per share. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||
RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS | |||||||||||||
Secured Convertible Notes | ||||||||||||||
Our Chairman of the Board and Chief Executive Officer, Kai-Shing Tao, is the manager of and a member of Digipac, LLC (“Digipac”), a company of which our Chief Financial Officer, Douglas Osrow, is also a member. On January 29, 2014 and November 14, 2013, we issued senior secured convertible promissory notes to Digipac in exchange for cash. The following table provides the primary details of the notes on the date we issued them to Digipac (principal in thousands): | ||||||||||||||
Original Principal Amount | Interest Rate in Year One | Interest Rate Thereafter | Conversion Price per Share | |||||||||||
Note issued in: | ||||||||||||||
Jan-14 | $ | 3,500 | 6.67 | % | 8.67 | % | $ | 5.03 | ||||||
Nov-13 | 2,500 | 6.67 | % | 8.67 | % | 3.75 | ||||||||
Interest on the notes issued in January 2014 and November 2013 is payable quarterly, and all unpaid principal plus any accrued but unpaid interest must be paid on the second anniversary of issuance. At any time, Digipac may elect to convert all or any portion of the outstanding principal amount and accrued but unpaid interest under such notes into shares of our common stock at the conversion prices noted in the table above. We may also elect to convert all or any portion of the outstanding principal amount and accrued but unpaid interest under such notes into shares of our common stock at the applicable conversion price if the volume-weighted average price of the common stock is equal to at least 150% of the applicable conversion price for at least 30 of the 40 trading days immediately prior to the date of our election. Such notes also provide that we and Digipac will negotiate and enter into a registration rights agreement providing Digipac with demand and piggyback registration rights with respect to the shares of common stock underlying such notes. We filed a Registration Statement on Form S-1 with the SEC, registering the resale of 1,420,497 shares of our common stock issuable upon conversion of the notes issued in January 2014 and November 2013, which was declared effective on August 26, 2014. We may prepay all or a portion of such notes at any time upon at least 15 days’ prior written notice to Digipac. | ||||||||||||||
The November 2013 Note and the January 2014 Note are subject to a security agreement we entered into with Digipac, which, as amended, provides that our obligations under such notes are secured by all of our assets, except for our equity interest in Sharecare, Inc. | ||||||||||||||
We determined that the convertible note we issued in January 2014 contained an embedded beneficial conversion feature because the note is convertible at a price per share of common stock equal to 99% of the closing stock price as of the note’s effective date. Using the intrinsic method, we estimated the fair value of the embedded conversion feature and recorded a debt discount of approximately $35 thousand, which we will amortize over the life of the note using the effective interest method. | ||||||||||||||
Demand Note | ||||||||||||||
On September 11, 2014, Digipac loaned us $0.35 million, which loan is evidenced by a demand note dated as of the same date. The demand note bears interest at an annual rate of 5.25%, with all principal and interest due and payable within 10 days after Digipac provides us with a written demand. If we do not pay the demand note in full by the end of the 10 day period, the outstanding principal will bear interest at an annual rate of 8.25% until paid in full. Remark may prepay all or any portion of the demand note at any time without premium or penalty. | ||||||||||||||
We incurred interest expense on the related-party notes of $0.1 million during each of the quarters ended March 31, 2015 and 2014. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation | Consolidation |
We include all of our subsidiaries in our consolidated financial statements, eliminating all significant intercompany balances and transactions during consolidation. The equity of certain of our subsidiaries is either partially or fully held by citizens of the country of incorporation to comply with local laws and regulations. | |
Use of Estimates | Use of Estimates |
We prepare our consolidated financial statements in conformity with GAAP. While preparing our financial statements, we make estimates and assumptions that affect amounts reported and disclosed in the consolidated financial statements and accompanying notes. Accordingly, actual results could differ from those estimates. On an ongoing basis, we evaluate our estimates, including those related to accounts receivable, intangible assets, the useful lives of property and equipment, stock-based compensation, and income taxes, among other items. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
We have reviewed all recently issued accounting pronouncements. The pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and we do not believe that any of the pronouncements that we have not yet adopted will have a material effect on our financial condition, results of operations, cash flows or reporting thereof. |
DERIVATIVE_LIABILITY_Tables
DERIVATIVE LIABILITY (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Fair Value Disclosures [Abstract] | ||||||||
Assumptions Used in Estimating the Fair Value of Warrants | The following table presents the quantitative assumptions, which we classify in Level 3 of the fair value hierarchy, used in estimating the fair value of the warrants: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Annual dividend rate | — | % | — | % | ||||
Expected volatility | 90 | % | 90 | % | ||||
Risk-free interest rate | 0.69 | % | 0.95 | % | ||||
Expected remaining term (years) | 2.41 | 2.66 | ||||||
Change in Fair Value of Warrants Accounted for as Derivative Liabilities | The following table presents the reconciliation of the beginning and ending balances of the derivative liability associated with certain common stock warrants that remain outstanding (in thousands): | |||||||
Three Months Ended March 31, | Year Ended December 31, | |||||||
2015 | 2014 | |||||||
Balance at beginning of period | $ | 512 | $ | 769 | ||||
Decrease in fair value | (66 | ) | (28 | ) | ||||
Reduction due to exercise of warrants | — | (229 | ) | |||||
Balance at end of period | $ | 446 | $ | 512 | ||||
PREPAID_EXPENSES_AND_OTHER_CUR1
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Prepaid Expense and Other Current Assets | Prepaid expense and other current assets consist of the following (in thousands): | |||||||
March 31, 2015 | December 31, 2014 | |||||||
Prepaid expense | $ | 105 | $ | 279 | ||||
Common stock proceeds receivable | 962 | — | ||||||
Inventory | 481 | 273 | ||||||
Other current assets | 83 | 155 | ||||||
Total | $ | 1,631 | $ | 707 | ||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||
Property and Equipment | Property and equipment consist of the following (in thousands, except estimated lives): | |||||||||
Estimated Life | March 31, | December 31, 2014 | ||||||||
(Years) | 2015 | |||||||||
Computer equipment | 3 | 458 | 561 | |||||||
Software | 3 | 381 | 401 | |||||||
Software development in progress | 1,651 | 1,186 | ||||||||
Furniture and fixtures | — | 2 | ||||||||
Leasehold improvements | — | 86 | ||||||||
Total property, equipment and software | 2,490 | 2,236 | ||||||||
Less accumulated depreciation | (650 | ) | (838 | ) | ||||||
Total property, equipment and software, net | $ | 1,840 | $ | 1,398 | ||||||
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||
Finite-Lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): | |||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Gross Amount | Accumulated | Net Amount | Gross Amount | Accumulated | Net Amount | |||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||||
Domain names | $ | 4,219 | $ | (1,125 | ) | $ | 3,094 | $ | 4,219 | $ | (1,026 | ) | $ | 3,193 | ||||||||||
Customer relationships | 3,113 | (392 | ) | 2,721 | 3,113 | (323 | ) | 2,790 | ||||||||||||||||
Acquired technology | 436 | (80 | ) | 356 | 436 | (58 | ) | 378 | ||||||||||||||||
Other intangible assets | 107 | (59 | ) | 48 | 107 | (50 | ) | 57 | ||||||||||||||||
$ | 7,875 | $ | (1,656 | ) | $ | 6,219 | $ | 7,875 | $ | (1,457 | ) | $ | 6,418 | |||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||||
License to operate in China | $ | 100 | $ | 100 | $ | 100 | $ | 100 | ||||||||||||||||
Total intangible assets | $ | 7,975 | $ | 6,319 | $ | 7,975 | $ | 6,518 | ||||||||||||||||
Indefinite-Lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): | |||||||||||||||||||||||
March 31, 2015 | December 31, 2014 | |||||||||||||||||||||||
Gross Amount | Accumulated | Net Amount | Gross Amount | Accumulated | Net Amount | |||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||
Finite-lived intangible assets | ||||||||||||||||||||||||
Domain names | $ | 4,219 | $ | (1,125 | ) | $ | 3,094 | $ | 4,219 | $ | (1,026 | ) | $ | 3,193 | ||||||||||
Customer relationships | 3,113 | (392 | ) | 2,721 | 3,113 | (323 | ) | 2,790 | ||||||||||||||||
Acquired technology | 436 | (80 | ) | 356 | 436 | (58 | ) | 378 | ||||||||||||||||
Other intangible assets | 107 | (59 | ) | 48 | 107 | (50 | ) | 57 | ||||||||||||||||
$ | 7,875 | $ | (1,656 | ) | $ | 6,219 | $ | 7,875 | $ | (1,457 | ) | $ | 6,418 | |||||||||||
Indefinite-lived intangible assets | ||||||||||||||||||||||||
License to operate in China | $ | 100 | $ | 100 | $ | 100 | $ | 100 | ||||||||||||||||
Total intangible assets | $ | 7,975 | $ | 6,319 | $ | 7,975 | $ | 6,518 | ||||||||||||||||
Goodwill | The following table summarizes the changes in goodwill during the three months ended March 31, 2015 and the year ended December 31, 2014 (in thousands): | |||||||||||||||||||||||
Three Months Ended March 31, | Year Ended December 31, | |||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||
Balance at beginning of period | $ | 5,293 | $ | 1,823 | ||||||||||||||||||||
Goodwill acquired | — | 3,470 | ||||||||||||||||||||||
Balance at end of period | $ | 5,293 | $ | 5,293 | ||||||||||||||||||||
STOCKHOLDERS_EQUITY_AND_NET_LO1
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stock Option Activity Under Equity Incentive Plans | The following table summarizes the stock option activity under our equity incentive plans as of March 31, 2015, and changes during the three months then ended: | ||||||||||||
Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term | Aggregate Intrinsic Value (in thousands) | ||||||||||
(in years) | |||||||||||||
Outstanding at January 1, 2015 | 1,735,962 | $ | 9.63 | ||||||||||
Granted | 346,250 | 4.32 | |||||||||||
Exercised | (91,642 | ) | 3.14 | ||||||||||
Forfeited, cancelled or expired | (28,292 | ) | 8.67 | ||||||||||
Outstanding at March 31, 2015 | 1,962,278 | $ | 9.01 | 8.1 | $ | 202 | |||||||
Options exercisable at March 31, 2015 | 1,532,339 | $ | 10.22 | 7.6 | $ | 191 | |||||||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||
Long-Term Debt Maturity | The following table provides the primary details of the notes on the date we issued them to Digipac (principal in thousands): | |||||||||||||
Original Principal Amount | Interest Rate in Year One | Interest Rate Thereafter | Conversion Price per Share | |||||||||||
Note issued in: | ||||||||||||||
Jan-14 | $ | 3,500 | 6.67 | % | 8.67 | % | $ | 5.03 | ||||||
Nov-13 | 2,500 | 6.67 | % | 8.67 | % | 3.75 | ||||||||
ORGANIZATION_AND_BUSINESS_Narr
ORGANIZATION AND BUSINESS (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Mar. 31, 2015 | Mar. 20, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Feb. 05, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 13, 2015 | |
Description of Business [Line Items] | ||||||||
Accumulated deficit | ($133,066,000) | ($133,066,000) | ($129,987,000) | |||||
Cash and cash equivalents | 2,564,000 | 2,564,000 | 1,414,000 | 1,525,000 | 1,261,000 | |||
Revenue | 803,000 | 660,000 | ||||||
Common stock issuances | 3,400,000 | 500,000 | ||||||
Net proceeds from common stock issuances | 3,100,000 | |||||||
Common Stock | ||||||||
Description of Business [Line Items] | ||||||||
Common stock issuances (in shares) | 850,000 | 125,000 | ||||||
Ashford Capital Partners, L.P. | Convertible Promissory Notes | Convertible Notes Payable | ||||||||
Description of Business [Line Items] | ||||||||
Original Principal Amount | 300,000 | 300,000 | 3,000,000 | 300,000 | ||||
Stock Options | ||||||||
Description of Business [Line Items] | ||||||||
Option exercises (in shares) | 91,642 | 91,642 | ||||||
Option exercises | $300,000 |
INVESTMENT_IN_UNCONSOLIDATED_A1
INVESTMENT IN UNCONSOLIDATED AFFILIATE (Narrative) (Details) (Sharecare) | Mar. 31, 2015 |
Sharecare | |
Noncontrolling Interest [Line Items] | |
Ownership percentage in unconsolidated affiliate | 6.00% |
NOTE_RECEIVABLE_FROM_BOMBO_SPO1
NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 11, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | 1,350,000 | $1,350,000 | ||
Bombo Sports & Entertainment, LLC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Membership interest (as a percent) | 86.00% | |||
Note Receivable | Bombo Sports & Entertainment, LLC | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Notes receivable | $350,000 | $1,000,000 | ||
Annual interest rate (as a percent) | 5.00% | |||
Written demand (in days) | 10 days | |||
Rate after written demand expires (as a percent) | 12.00% |
DERIVATIVE_LIABILITY_Schedule_
DERIVATIVE LIABILITY (Schedule of Assumptions Used in Calculating the Fair Value of Warrants) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Annual dividend rate | 0.00% | 0.00% |
Expected volatility | 90.00% | 90.00% |
Risk-free interest rate | 0.69% | 0.95% |
Expected remaining term (years) | 2 years 4 months 28 days | 2 years 7 months 28 days |
DERIVATIVE_LIABILITY_Change_in
DERIVATIVE LIABILITY (Change in Fair Value of Warrants Accounted for as Derivative Liabilities ) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Change in the Fair Value of Warrants | ||
Balance at beginning of period | $512 | $769 |
Decrease in fair value | -66 | -28 |
Reduction due to exercise of warrants | 0 | -229 |
Balance at end of period | $446 | $512 |
PREPAID_EXPENSES_AND_OTHER_CUR2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid Expense and Other Current Assets | ||
Prepaid expense | $105 | $279 |
Common stock proceeds receivable | 962 | 0 |
Inventory | 481 | 273 |
Other current assets | 83 | 155 |
Total | $1,631 | $707 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Total property, equipment and software | $2,490,000 | $2,236,000 | |
Less accumulated depreciation | -650,000 | -838,000 | |
Total property, equipment and software, net | 1,840,000 | 1,398,000 | |
Depreciation and amortization | 100,000 | ||
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 3 years | ||
Total property, equipment and software | 458,000 | 561,000 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Life (Years) | 3 years | ||
Total property, equipment and software | 381,000 | 401,000 | |
Software development in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property, equipment and software | 1,651,000 | 1,186,000 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property, equipment and software | 0 | 2,000 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property, equipment and software | $0 | $86,000 |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Intangible Assets Rollforward) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Finite-lived intangible assets | |||
Gross Amount | $7,875,000 | $7,875,000 | |
Accumulated Amortization | -1,656,000 | -1,457,000 | |
Net Amount | 6,219,000 | 6,418,000 | |
Indefinite-lived intangible assets | |||
License to operate in China | 100,000 | 100,000 | |
Total intangible assets, Gross Amount | 7,975,000 | 7,975,000 | |
Total intangible assets, Net Amount | 6,319,000 | 6,518,000 | |
Amortization expense | 200,000 | 50,000 | |
Domain names | |||
Finite-lived intangible assets | |||
Gross Amount | 4,219,000 | 4,219,000 | |
Accumulated Amortization | -1,125,000 | -1,026,000 | |
Net Amount | 3,094,000 | 3,193,000 | |
Customer relationships | |||
Finite-lived intangible assets | |||
Gross Amount | 3,113,000 | 3,113,000 | |
Accumulated Amortization | -392,000 | -323,000 | |
Net Amount | 2,721,000 | 2,790,000 | |
Acquired technology | |||
Finite-lived intangible assets | |||
Gross Amount | 436,000 | 436,000 | |
Accumulated Amortization | -80,000 | -58,000 | |
Net Amount | 356,000 | 378,000 | |
Other intangible assets | |||
Finite-lived intangible assets | |||
Gross Amount | 107,000 | 107,000 | |
Accumulated Amortization | -59,000 | -50,000 | |
Net Amount | $48,000 | $57,000 |
GOODWILL_AND_OTHER_INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Goodwill Rollforward) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $5,293 | $1,823 |
Goodwill acquired | 0 | 3,470 |
Balance at end of period | $5,293 | $5,293 |
CAPITAL_LEASES_Narrative_Detai
CAPITAL LEASES (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 | |
Capital Leased Assets [Line Items] | |||
Capital lease obligations | $120,000 | $158,000 | |
Banks.com | |||
Capital Leased Assets [Line Items] | |||
Sale-leaseback arrangement, cash exchange | 600,000 | ||
Term (in years) | 5 years | ||
Capital lease obligations | $100,000 |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (Convertible Promissory Notes, Convertible Notes Payable, USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 13, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Annual interest rate (as a percent) | 8.00% | ||
Notice period (in days) | 15 days | ||
Conversion price per share | $5.50 | ||
Ashford Capital Partners, L.P. | |||
Debt Instrument [Line Items] | |||
Original Principal Amount | $300,000 | $300,000 | $3,000,000 |
Investor | |||
Debt Instrument [Line Items] | |||
Original Principal Amount | $100,000 |
STOCKHOLDERS_EQUITY_AND_NET_LO2
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 20, 2015 | Feb. 05, 2015 | Mar. 31, 2015 | |
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Common stock issuances | $3,400,000 | $500,000 | ||
Net proceeds from common stock issuances | 3,100,000 | |||
Common Stock | ||||
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Common stock issuances (in shares) | 850,000 | 125,000 | ||
Stock Options | ||||
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Option exercises (in shares) | 91,642 | 91,642 | ||
Option exercises | $300,000 | |||
Option award expiration period (in years) | 10 years |
STOCKHOLDERS_EQUITY_AND_NET_LO3
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Stock Options Activity) (Details) (Stock Options, USD $) | 0 Months Ended | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Feb. 05, 2015 | Mar. 31, 2015 |
Stock Options | ||
Shares | ||
Outstanding at beginning of period | 1,735,962 | |
Granted | 346,250 | |
Exercised | -91,642 | -91,642 |
Forfeited, cancelled or expired | -28,292 | |
Outstanding at end of period | 1,962,278 | |
Options exercisable at end of period | 1,532,339 | |
Weighted-Average Exercise Price (in dollars per share) | ||
Outstanding at beginning of period | $9.63 | |
Granted | $4.32 | |
Exercised | $3.14 | |
Forfeited, cancelled or expired | $8.67 | |
Outstanding at end of period | $9.01 | |
Options exercisable at end of period | $10.22 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Outstanding at end of period | 8 years 22 days | |
Options exercisable at end of period | 7 years 7 months 10 days | |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding at end of period | $202 | |
Options exercisable at end of period | $191 |
STOCKHOLDERS_EQUITY_AND_NET_LO4
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Net Loss Per Share) (Details) (Details) (USD $) | 3 Months Ended | 1 Months Ended |
Mar. 31, 2015 | 31-May-14 | |
Convertible Debt Securities | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,116,534 | |
Private Placement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 215,278 | |
Exercise price of warrants (in dollars per share) | 5.13 | |
Hotelmobi, Inc. | Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,000,000 | |
Warrant One | Hotelmobi, Inc. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of warrants (in dollars per share) | 8 | |
Warrant Two | Hotelmobi, Inc. | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of warrants (in dollars per share) | 12 |
RELATED_PARTY_TRANSACTIONS_Sch
RELATED PARTY TRANSACTIONS (Schedule of Long-Term Debt) (Details) (Convertible Notes Payable, Digipac, LLC, USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Jan-14 | |
Related Party Transaction [Line Items] | |
Original Principal Amount | $3,500,000 |
Interest Rate in Year One | 6.67% |
Interest Rate Thereafter | 8.67% |
Conversion Price per Share | $5.03 |
Nov-13 | |
Related Party Transaction [Line Items] | |
Original Principal Amount | $2,500,000 |
Interest Rate in Year One | 6.67% |
Interest Rate Thereafter | 8.67% |
Conversion Price per Share | $3.75 |
RELATED_PARTY_TRANSACTIONS_Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) (USD $) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Aug. 26, 2014 | Sep. 11, 2014 | |
Related Party Transaction [Line Items] | |||||
Shares registered | 1,420,497 | ||||
Demand note payable to related party | $350,000 | $350,000 | |||
Digipac, LLC | |||||
Related Party Transaction [Line Items] | |||||
Percentage of common stock to conversion price | 150.00% | ||||
Term prior to debt conversion (in days) | 15 days | ||||
Interest expense | 100,000 | 100,000 | |||
Digipac, LLC | Demand Note | |||||
Related Party Transaction [Line Items] | |||||
Demand note payable to related party | 350,000 | ||||
Interest rate in year one | 5.25% | ||||
Written demand notice (in days) | 10 days | ||||
Interest rate thereafter | 8.25% | ||||
Digipac, LLC | January 2014 | |||||
Related Party Transaction [Line Items] | |||||
Percentage of common stock to conversion price | 99.00% | ||||
Unamortized discount | $35,000 | ||||
Digipac, LLC | Minimum | |||||
Related Party Transaction [Line Items] | |||||
Trading days | 30 days | ||||
Digipac, LLC | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Trading days | 40 days |