Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 14, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Remark Media, Inc. | |
Entity Central Index Key | 1,368,365 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Outstanding | 14,398,102 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash and cash equivalents | $ 844 | $ 1,525 |
Trade accounts receivable | 86 | 41 |
Prepaid expense and other current assets | 848 | 707 |
Total current assets | 1,778 | 2,273 |
Notes receivable | 1,350 | 1,350 |
Property and equipment, net | 2,193 | 1,398 |
Investment in unconsolidated affiliate | 1,030 | 1,030 |
Intangibles, net | 6,124 | 6,518 |
Goodwill | 5,293 | 5,293 |
Other long-term assets | 80 | 94 |
Total assets | 17,848 | 17,956 |
Liabilities and Stockholders’ Equity | ||
Accounts payable | 1,487 | 1,356 |
Advances from stockholder | 86 | 86 |
Accrued expense and other current liabilities | 1,328 | 1,210 |
Demand note payable to related party | 350 | 350 |
Derivative liability | 291 | 512 |
Current maturities of long-term debt payable to related parties | 5,990 | 2,500 |
Capital lease obligations | 82 | 158 |
Total current liabilities | 9,614 | 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 | $ 13,039 | $ 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; 14,059,102 and 12,784,960 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 14 | 13 |
Additional paid-in-capital | 140,999 | 135,116 |
Accumulated other comprehensive income | 11 | 36 |
Accumulated deficit | (136,215) | (129,987) |
Total stockholders’ equity | 4,809 | 5,178 |
Total liabilities and stockholders’ equity | $ 17,848 | $ 17,956 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 14,059,102 | 12,784,960 |
Common stock, shares outstanding | 14,059,102 | 12,784,960 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 821 | $ 766 | $ 1,624 | $ 1,426 |
Operating expense | ||||
Sales and marketing | 178 | 33 | 376 | 108 |
Content, technology and development | 172 | 237 | 339 | 309 |
General and administrative | 3,342 | 4,619 | 6,505 | 8,538 |
Depreciation and amortization | 223 | 165 | 450 | 299 |
Impairment of long-lived assets | 0 | 268 | 0 | 268 |
Total operating expense | 3,915 | 5,322 | 7,670 | 9,522 |
Operating loss | (3,094) | (4,556) | (6,046) | (8,096) |
Other income (expense) | ||||
Interest expense | (211) | (113) | (405) | (206) |
Other income | 0 | 21 | 1 | 21 |
Gain (loss) on change in fair value of derivative liability | 155 | (650) | 221 | (779) |
Total other expense, net | (56) | (742) | (183) | (964) |
Loss before income taxes | (3,150) | (5,298) | (6,229) | (9,060) |
Benefit from (provision for) income taxes | 0 | 0 | 0 | 0 |
Net loss | (3,150) | (5,298) | (6,229) | (9,060) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustments | (25) | 52 | (25) | 51 |
Comprehensive loss | $ (3,175) | $ (5,246) | $ (6,254) | $ (9,009) |
Weighted-average shares outstanding, basic and diluted (in shares) | 13,903 | 8,129 | 13,395 | 8,129 |
Net loss per share, basic and diluted (usd per share) | $ (0.23) | $ (0.65) | $ (0.47) | $ (1.11) |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net cash used in operating activities | $ (4,489) | $ (3,325) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (850) | (95) |
Business acquisitions, net of cash received | 0 | (179) |
Other asset additions | 0 | (450) |
Loan to third party | 0 | (1,350) |
Net cash used in investing activities | (850) | (2,074) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net | 4,459 | 2,993 |
Proceeds from debt issuance | 300 | 3,500 |
Payments of capital lease obligations | (76) | (66) |
Net cash provided by financing activities | 4,683 | 6,427 |
Net increase (decrease) in cash and cash equivalents | (656) | 1,028 |
Beginning of period | 1,525 | 1,261 |
Impact of foreign currency translation on cash | (25) | 51 |
End of period | 844 | 2,340 |
Supplemental schedule of non-cash investing and financing activities: | ||
Common stock issued in acquisition transactions | $ 0 | $ 6,638 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | NOTE 1. ORGANIZATION AND BUSINESS Organization and Business Remark Media, Inc. and subsidiaries (“Remark”, “we”, “us”, or “our”) is a global digital media company headquartered in Las Vegas, Nevada, with additional operations in China and 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 six months ended June 30, 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 $136.2 million and a cash and cash equivalents balance of $0.8 million , both amounts as of June 30, 2015 . Our revenue during the six months ended June 30, 2015 was $1.6 million . During the six months ended June 30, 2015 , we issued a total of 1,100,000 shares of our common stock to investors in certain private placements and registered direct offerings in exchange for approximately $4.1 million in cash. Also, during the first quarter of 2015, we issued an unsecured convertible promissory note in the original principal amount of $0.3 million in exchange for cash of the same amount. 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 June 30, 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 ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 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 June 30, 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. 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 June 30, 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 AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 6 Months Ended |
Jun. 30, 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 June 30, 2015 , we owned approximately 5.2% of Sharecare’s issued stock and maintained representation on its Board of Directors. Our percentage of ownership declined since March 31, 2015 due to Sharecare’s issuance of additional equity during the three months ended June 30, 2015. |
NOTE RECEIVABLE FROM BOMBO SPOR
NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC | 6 Months Ended |
Jun. 30, 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 bore interest at 5% per annum, with principal and interest due and payable within 10 days after delivery of a written demand to BSE. Under the BSE Loan Agreement, if the loan was not repaid in full at the end of the 10 -day period, the interest rate increased to 12% per annum until the loan was repaid in full. At any time, BSE could have prepaid all or any portion of the loan without premium or penalty. In September 2014, we delivered a written demand for payment to BSE and, because BSE had not repaid any portion of the loan after we provided our written demand, we commenced legal proceedings against BSE and its controlling owner to recover the amount owed. In July 2015, we settled our legal proceedings and released our claims against BSE, including for payment of all amounts due under the BSE Loan Agreement, and we terminated all agreements between us and the controlling owner of BSE under the terms of a settlement agreement which we describe in more detail in Note 14 . |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 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: June 30, December 31, 2015 2014 Annual dividend rate — % — % Expected volatility 70.00 % 90.00 % Risk-free interest rate 0.70 % 0.95 % Expected remaining term (years) 2.16 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 we issue such equity. At June 30, 2015 , we estimated a 95% 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): Six Months Ended June 30, Year Ended December 31, 2015 2014 Balance at beginning of period $ 512 $ 769 Decrease in fair value (221 ) (28 ) Reduction due to exercise of warrants — (229 ) Balance at end of period $ 291 $ 512 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 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): June 30, 2015 December 31, 2014 Prepaid expense $ 223 $ 279 Inventory 526 273 Other current assets 99 155 Total $ 848 $ 707 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 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 (Years) June 30, December 31, 2014 Computer equipment 3 485 561 Software 3 381 401 Software development in progress 2,005 1,186 Furniture and fixtures — 2 Leasehold improvements — 86 Total property, equipment and software 2,871 2,236 Less accumulated depreciation (678 ) (838 ) Total property, equipment and software, net $ 2,193 $ 1,398 For the three months and the six months ended June 30, 2015 and 2014 , depreciation (and amortization of software) expense was not material. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 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): June 30, 2015 December 31, 2014 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,219 $ (1,223 ) $ 2,996 $ 4,219 $ (1,026 ) $ 3,193 Customer relationships 3,113 (461 ) 2,652 3,113 (323 ) 2,790 Acquired technology 436 (102 ) 334 436 (58 ) 378 Other intangible assets 107 (65 ) 42 107 (50 ) 57 $ 7,875 $ (1,851 ) $ 6,024 $ 7,875 $ (1,457 ) $ 6,418 Indefinite-lived intangible assets License to operate in China $ 100 $ 100 $ 100 $ 100 Total intangible assets $ 7,975 $ 6,124 $ 7,975 $ 6,518 We recorded total amortization expense of $0.4 million and $0.3 million for the six months ended June 30, 2015 and 2014 , respectively. The following table summarizes the changes in goodwill during the six months ended June 30, 2015 and the year ended December 31, 2014 (in thousands): Six Months Ended June 30, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2015 . |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE | NOTE 12. STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE Equity Issuances During the six months ended June 30, 2015 , we issued a total of 1,100,000 shares of our common stock to investors in certain private placements and registered direct offerings in exchange for approximately $4.1 million in cash. Also, we issued 91,642 shares of our common stock upon the exercise of stock option awards in exchange for $0.3 million . 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 June 30, 2015 , and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 1,735,962 $ 9.63 Granted 683,750 4.30 Exercised (91,642 ) 3.14 Forfeited, cancelled or expired (34,792 ) 8.19 Outstanding at June 30, 2015 2,293,278 $ 8.35 8.1 $ 183 Options exercisable at June 30, 2015 1,842,090 $ 9.30 7.7 $ 176 We did not award restricted stock under our equity incentive plans during the six months ended June 30, 2015 . We incurred share-based compensation expense of $0.8 million and $2.7 million , respectively, during the three months ended June 30, 2015 and 2014 , and of $1.4 million and $5.0 million , respectively, during the six months ended June 30, 2015 and 2014 . Net Loss per Share For the three months and the six months ended June 30, 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 2,158,315 shares as of June 30, 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 $5.12 per share. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 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: January 2014 $ 3,500 6.67 % 8.67 % $ 5.03 November 2013 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 the three months ended June 30, 2015 and 2014 , and of $0.3 million and $0.2 million , respectively, during the six months ended June 30, 2015 and 2014 . |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS Equity Issuance On July 10, 2015, we issued 339,000 shares of our common stock in a registered direct offering in exchange for net proceeds, after payment of fees and expense, of approximately $1.3 million . Except for an amount equal to the par value of the shares issued, we recorded the net proceeds amount in additional paid-in capital. Settlement of Legal Proceedings On July 28, 2015, we entered into a settlement agreement with BSE and Robert S. Potter related to the loans that we made to BSE pursuant to the BSE Loan Agreement described in Note 4 . The settlement agreement provides for, among other things, the settlement of our legal proceedings and the release of our claims against BSE and Mr. Potter, including for payment of all amounts due under the BSE Loan Agreement, the termination of all previous agreements between us and Mr. Potter, and certain other agreements and releases. In connection with the settlement agreement, we also entered into a servicing agreement with BSE that provides, among other things, for the following: (i) for a period of two years , BSE will loan to us Mr. Potter’s services for up to 100 hours each year; (ii) for a period of two years , we may, at our option, engage BSE to produce a total of four one-hour length projects at cost; (iii) for a period of five years , we will have the exclusive right to use BSE’s film library in specified Asian-Pacific countries and territories, to the extent of BSE’s rights thereto and subject to BSE’s approval of any license or similar agreement governing our exploitation thereof (not to be unreasonably withheld), with us retaining the first $500,000 of net profit and any additional net profit split equally between us and BSE; and (iv) for a period of five years , we will have the right to purchase 10% of BSE for $1.50 or 20% of BSE for $5.00 , provided that if we exercise this right, commencing on the six-month anniversary of such acquisition, we will be obligated to market the BSE film library in the specified Asian-Pacific countries and territories for a period of 10 years , with us retaining 50% of the first $500,000 of net profits from such marketing and 25% of net profits thereafter, and us receiving $100,000 per year for such marketing services beginning on the 18-month anniversary of such acquisition. We previously disclosed the settlement agreement and the servicing agreement in, and filed them as exhibits to, the Current Report on Form 8-K we filed with the SEC on July 30, 2015. As a result of the settlement agreement, we will no longer have a note receivable from BSE; rather, we will have an intangible asset represented by the rights provided to us in the servicing agreement. We are currently evaluating our rights under the servicing agreement to determine the appropriate value to assign to the resulting intangible asset. Because our analysis is ongoing and any gain or loss related to the note receivable that existed as of June 30, 2015 is not currently determinable, we have not yet recorded any such gain or loss. Option Awards On July 28, 2015, the Compensation Committee of our Board of Directors granted stock options under our 2014 Incentive Plan to our executive officers. The stock options allow the executive officers to purchase a total of one million shares of our common stock at an exercise price of $4.29 per share. Fifty percent of the stock options vested on the grant date, another 25% will vest on September 30, 2015, and the final 25% will vest on December 31, 2015. The options have a contract term of 10 years from the grant date. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 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: June 30, December 31, 2015 2014 Annual dividend rate — % — % Expected volatility 70.00 % 90.00 % Risk-free interest rate 0.70 % 0.95 % Expected remaining term (years) 2.16 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): Six Months Ended June 30, Year Ended December 31, 2015 2014 Balance at beginning of period $ 512 $ 769 Decrease in fair value (221 ) (28 ) Reduction due to exercise of warrants — (229 ) Balance at end of period $ 291 $ 512 |
PREPAID EXPENSES AND OTHER CU22
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 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): June 30, 2015 December 31, 2014 Prepaid expense $ 223 $ 279 Inventory 526 273 Other current assets 99 155 Total $ 848 $ 707 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following (in thousands, except estimated lives): Estimated Life (Years) June 30, December 31, 2014 Computer equipment 3 485 561 Software 3 381 401 Software development in progress 2,005 1,186 Furniture and fixtures — 2 Leasehold improvements — 86 Total property, equipment and software 2,871 2,236 Less accumulated depreciation (678 ) (838 ) Total property, equipment and software, net $ 2,193 $ 1,398 |
GOODWILL AND OTHER INTANGIBLE24
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Finite-Lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): June 30, 2015 December 31, 2014 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,219 $ (1,223 ) $ 2,996 $ 4,219 $ (1,026 ) $ 3,193 Customer relationships 3,113 (461 ) 2,652 3,113 (323 ) 2,790 Acquired technology 436 (102 ) 334 436 (58 ) 378 Other intangible assets 107 (65 ) 42 107 (50 ) 57 $ 7,875 $ (1,851 ) $ 6,024 $ 7,875 $ (1,457 ) $ 6,418 Indefinite-lived intangible assets License to operate in China $ 100 $ 100 $ 100 $ 100 Total intangible assets $ 7,975 $ 6,124 $ 7,975 $ 6,518 |
Indefinite-Lived Intangible Assets | The following table summarizes intangible assets by category (in thousands): June 30, 2015 December 31, 2014 Gross Amount Accumulated Net Amount Gross Amount Accumulated Net Amount Finite-lived intangible assets Domain names $ 4,219 $ (1,223 ) $ 2,996 $ 4,219 $ (1,026 ) $ 3,193 Customer relationships 3,113 (461 ) 2,652 3,113 (323 ) 2,790 Acquired technology 436 (102 ) 334 436 (58 ) 378 Other intangible assets 107 (65 ) 42 107 (50 ) 57 $ 7,875 $ (1,851 ) $ 6,024 $ 7,875 $ (1,457 ) $ 6,418 Indefinite-lived intangible assets License to operate in China $ 100 $ 100 $ 100 $ 100 Total intangible assets $ 7,975 $ 6,124 $ 7,975 $ 6,518 |
Goodwill | The following table summarizes the changes in goodwill during the six months ended June 30, 2015 and the year ended December 31, 2014 (in thousands): Six Months Ended June 30, 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 25
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2015 , and changes during the six months then ended: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 1,735,962 $ 9.63 Granted 683,750 4.30 Exercised (91,642 ) 3.14 Forfeited, cancelled or expired (34,792 ) 8.19 Outstanding at June 30, 2015 2,293,278 $ 8.35 8.1 $ 183 Options exercisable at June 30, 2015 1,842,090 $ 9.30 7.7 $ 176 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 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: January 2014 $ 3,500 6.67 % 8.67 % $ 5.03 November 2013 2,500 6.67 % 8.67 % 3.75 |
ORGANIZATION AND BUSINESS (Narr
ORGANIZATION AND BUSINESS (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 13, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Description of Business [Line Items] | ||||||||
Accumulated deficit | $ (136,215,000) | $ (136,215,000) | $ (129,987,000) | |||||
Cash and cash equivalents | 844,000 | $ 2,340,000 | 844,000 | $ 2,340,000 | 1,525,000 | $ 1,261,000 | ||
Revenue | $ 821,000 | $ 766,000 | $ 1,624,000 | $ 1,426,000 | ||||
Common Stock | ||||||||
Description of Business [Line Items] | ||||||||
Common stock issuances (in shares) | 1,100,000 | |||||||
Common stock issuances | $ 4,100,000 | |||||||
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 |
INVESTMENT IN UNCONSOLIDATED 28
INVESTMENT IN UNCONSOLIDATED AFFILIATE (Narrative) (Details) | Jun. 30, 2015 |
Sharecare | |
Noncontrolling Interest [Line Items] | |
Ownership percentage in unconsolidated affiliate | 5.20% |
NOTE RECEIVABLE FROM BOMBO SP29
NOTE RECEIVABLE FROM BOMBO SPORTS & ENTERTAINMENT, LLC (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 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 | ||
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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Annual dividend rate | 0.00% | 0.00% |
Expected volatility | 70.00% | 90.00% |
Risk-free interest rate | 0.70% | 0.95% |
Expected remaining term (years) | 2 years 1 month 28 days | 2 years 7 months 28 days |
DERIVATIVE LIABILITY (Narrative
DERIVATIVE LIABILITY (Narrative) (Details) | Jun. 30, 2015 |
Fair Value Disclosures [Abstract] | |
Probability that a future financing event would be dilutive | 95.00% |
DERIVATIVE LIABILITY (Change in
DERIVATIVE LIABILITY (Change in Fair Value of Warrants Accounted for as Derivative Liabilities ) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Change in the Fair Value of Warrants | ||
Balance at beginning of period | $ 512 | $ 769 |
Decrease in fair value | (221) | (28) |
Reduction due to exercise of warrants | 0 | (229) |
Balance at end of period | $ 291 | $ 512 |
PREPAID EXPENSES AND OTHER CU33
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Current Assets | ||
Prepaid expense | $ 223 | $ 279 |
Inventory | 526 | 273 |
Other current assets | 99 | 155 |
Total | $ 848 | $ 707 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 2,871 | $ 2,236 |
Less accumulated depreciation | (678) | (838) |
Total property, equipment and software, net | $ 2,193 | 1,398 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 485 | 561 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life (Years) | 3 years | |
Total property, equipment and software | $ 381 | 401 |
Software development in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 2,005 | 1,186 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 0 | 2 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | $ 0 | $ 86 |
GOODWILL AND OTHER INTANGIBLE35
GOODWILL AND OTHER INTANGIBLE ASSETS (Intangible Assets Rollforward) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Finite-lived intangible assets | |||
Gross Amount | $ 7,875 | $ 7,875 | |
Accumulated Amortization | (1,851) | (1,457) | |
Net Amount | 6,024 | 6,418 | |
Indefinite-lived intangible assets | |||
License to operate in China | 100 | 100 | |
Total intangible assets, Gross Amount | 7,975 | 7,975 | |
Total intangible assets, Net Amount | 6,124 | 6,518 | |
Amortization expense | 400 | $ 300 | |
Domain names | |||
Finite-lived intangible assets | |||
Gross Amount | 4,219 | 4,219 | |
Accumulated Amortization | (1,223) | (1,026) | |
Net Amount | 2,996 | 3,193 | |
Customer relationships | |||
Finite-lived intangible assets | |||
Gross Amount | 3,113 | 3,113 | |
Accumulated Amortization | (461) | (323) | |
Net Amount | 2,652 | 2,790 | |
Acquired technology | |||
Finite-lived intangible assets | |||
Gross Amount | 436 | 436 | |
Accumulated Amortization | (102) | (58) | |
Net Amount | 334 | 378 | |
Other intangible assets | |||
Finite-lived intangible assets | |||
Gross Amount | 107 | 107 | |
Accumulated Amortization | (65) | (50) | |
Net Amount | $ 42 | $ 57 |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLE ASSETS (Goodwill Rollforward) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 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) (Det
CAPITAL LEASES (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2010 | |
Capital Leased Assets [Line Items] | |||
Capital lease obligations | $ 82 | $ 158 | |
Banks.com | |||
Capital Leased Assets [Line Items] | |||
Sale-leaseback arrangement, cash exchange | $ 600 | ||
Term (in years) | 5 years | ||
Capital lease obligations | $ 100 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - Convertible Promissory Notes - Convertible Notes Payable - USD ($) | 6 Months Ended | |||
Jun. 30, 2015 | 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 (usd 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 39
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Share-based compensation expense | $ 0.8 | $ 2.7 | $ 1.4 | $ 5 |
Common Stock | ||||
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Common stock issuances (in shares) | 1,100,000 | |||
Common stock issuances | $ 4.1 | |||
Stock Options | ||||
Stockholders' Equity and Net Loss Per Share [Line Items] | ||||
Option exercises (in shares) | 91,642 | |||
Option exercises | $ 0.3 | |||
Option award expiration period (in years) | 10 years |
STOCKHOLDERS' EQUITY AND NET 40
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Stock Options Activity) (Details) - Jun. 30, 2015 - Stock Options - USD ($) $ / shares in Units, $ in Thousands | Total |
Shares | |
Outstanding at beginning of period | 1,735,962 |
Granted | 683,750 |
Exercised | (91,642) |
Forfeited, cancelled or expired | (34,792) |
Outstanding at end of period | 2,293,278 |
Options exercisable at end of period | 1,842,090 |
Weighted-Average Exercise Price (in dollars per share) | |
Outstanding at beginning of period | $ 9.63 |
Granted | 4.30 |
Exercised | 3.14 |
Forfeited, cancelled or expired | 8.19 |
Outstanding at end of period | 8.35 |
Options exercisable at end of period | $ 9.30 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 8 years 1 month 5 days |
Options exercisable at end of period | 7 years 8 months 28 days |
Aggregate Intrinsic Value (in thousands) | |
Outstanding at end of period | $ 183 |
Options exercisable at end of period | $ 176 |
STOCKHOLDERS' EQUITY AND NET 41
STOCKHOLDERS' EQUITY AND NET LOSS PER SHARE (Net Loss Per Share) (Details) (Details) - Jun. 30, 2015 - $ / shares | Total |
Convertible Debt Securities | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities (in shares) | 2,158,315 |
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) | $ 5.12 |
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) - Jun. 30, 2015 - Convertible Notes Payable - Digipac, LLC - USD ($) | Total |
January 2,014 | |
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 (usd per share) | $ 5.03 |
November 2,013 | |
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 (usd per share) | $ 3.75 |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Sep. 11, 2014 | Aug. 26, 2014 | |
Related Party Transaction [Line Items] | |||||||
Shares registered | 1,420,497 | ||||||
Demand note payable to related party | $ 350,000 | $ 350,000 | $ 350,000 | ||||
Digipac, LLC | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of common stock to conversion price | 150.00% | 150.00% | |||||
Term prior to debt conversion (in days) | 15 days | ||||||
Interest expense | $ 100,000 | $ 100,000 | $ 300,000 | $ 200,000 | |||
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% | 99.00% | |||||
Unamortized discount | $ 35,000 | $ 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 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 28, 2015 | Jul. 10, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Subsequent Event [Line Items] | ||||
Proceeds from issuance of common stock, net | $ 4,459,000 | $ 2,993,000 | ||
Stock Options | ||||
Subsequent Event [Line Items] | ||||
Stock options granted | 683,750 | |||
Option award expiration period (in years) | 10 years | |||
Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock issuances (in shares) | 1,100,000 | |||
Subsequent Event | 2014 Incentive Plan | Executive Officers | ||||
Subsequent Event [Line Items] | ||||
Stock options granted | 1,000,000 | |||
Stock options granted, exercise price (usd per share) | $ 4.29 | |||
Subsequent Event | 2014 Incentive Plan | Executive Officers | Stock Options | ||||
Subsequent Event [Line Items] | ||||
Option award expiration period (in years) | 10 years | |||
Subsequent Event | 2014 Incentive Plan | Executive Officers | Stock Options | Grant Date | ||||
Subsequent Event [Line Items] | ||||
Stock options granted, vesting percent | 50.00% | |||
Subsequent Event | 2014 Incentive Plan | Executive Officers | Stock Options | September 30, 2015 | ||||
Subsequent Event [Line Items] | ||||
Stock options granted, vesting percent | 25.00% | |||
Subsequent Event | 2014 Incentive Plan | Executive Officers | Stock Options | December 31, 2015 | ||||
Subsequent Event [Line Items] | ||||
Stock options granted, vesting percent | 25.00% | |||
Subsequent Event | Bombo Sports & Entertainment, LLC (BSE) | BSE, Litigation Settlement, Servicing Agreement, Service Hours | ||||
Subsequent Event [Line Items] | ||||
Litigation settlement, servicing agreement, term of agreement | 2 years | |||
Subsequent Event | Bombo Sports & Entertainment, LLC (BSE) | BSE, Litigation Settlement, Servicing Agreement, Service Projects | ||||
Subsequent Event [Line Items] | ||||
Litigation settlement, servicing agreement, term of agreement | 2 years | |||
Subsequent Event | Bombo Sports & Entertainment, LLC (BSE) | BSE, Litigation Settlement, Servicing Agreement, Film Library Rights | ||||
Subsequent Event [Line Items] | ||||
Litigation settlement, servicing agreement, term of agreement | 5 years | |||
Litigation settlement, servicing agreement, net profit threshold | $ 500,000 | |||
Subsequent Event | Bombo Sports & Entertainment, LLC (BSE) | BSE, Litigation Settlement, Servicing Agreement, Bargain Purchase Rights | ||||
Subsequent Event [Line Items] | ||||
Litigation settlement, servicing agreement, term of agreement | 5 years | |||
Litigation settlement, servicing agreement, net profit threshold | $ 500,000 | |||
Litigation settlement, servicing agreement, ownership percentage rights, option one | 10.00% | |||
Litigation settlement, servicing agreement, payments to acquire ownership percentage rights, option one | $ 1.50 | |||
Litigation settlement, servicing agreement, ownership percentage rights, option two | 20.00% | |||
Litigation settlement, servicing agreement, ownership percentage rights, option two | $ 5 | |||
Litigation settlement, servicing agreement, marketing services, term | 10 years | |||
Litigation settlement, servicing agreement, net profit threshold, percent retained | 50.00% | |||
Litigation settlement, servicing agreement, net profit after threshold, percent retained | 25.00% | |||
Litigation settlement, servicing agreement, marketing services, annual proceeds | $ 100,000 | |||
Subsequent Event | Registered Direct Offering | Common Stock | ||||
Subsequent Event [Line Items] | ||||
Common stock issuances (in shares) | 339,000 | |||
Proceeds from issuance of common stock, net | $ 1,300,000 |