Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Entity Registrant Name | 'COMMITTED CAPITAL ACQUISITION Corp | ' |
Entity Central Index Key | '0001399520 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 24,946,739 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CURRENT ASSETS: | ' | ' |
Cash | ' | ' |
Prepaid expenses | ' | 22,000 |
Total current assets | ' | 22,000 |
OTHER ASSETS: | ' | ' |
Investment held in Trust Account | 28,792,000 | 28,780,000 |
TOTAL ASSETS | 28,792,000 | 28,802,000 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | ' | 3,000 |
Accrued liabilities | 228,000 | 225,000 |
Accrued franchise taxes | 401,000 | 266,000 |
Related party advances | 840,000 | 614,000 |
Note payable - related party | 120,000 | 120,000 |
Total current liabilities | 1,589,000 | 1,228,000 |
TOTAL LIABILITIES | 1,589,000 | 1,228,000 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $.0001 par value; 10,000,000 shares authorized; 0 issued and outstanding | ' | ' |
Common stock, $.0001 par value; 75,000,000 shares authorized; 12,500,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 1,000 | 1,000 |
Additional paid-in capital | 28,369,000 | 28,369,000 |
Deficit accumulated during the development stage | -1,167,000 | -796,000 |
TOTAL STOCKHOLDERS' EQUITY | 27,203,000 | 27,574,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $28,792,000 | $28,802,000 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CONDENSED BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 12,500,000 | 12,500,000 |
Common stock, shares outstanding | 12,500,000 | 12,500,000 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 92 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CONDENSED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' | ' |
REVENUE | ' | ' | ' | ' | ' |
OPERATING EXPENSES: | ' | ' | ' | ' | ' |
General and administrative expenses and taxes | 155,000 | 127,000 | 383,000 | 285,000 | 1,198,000 |
LOSS FROM OPERATIONS | -155,000 | -127,000 | -383,000 | -285,000 | -1,198,000 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' |
Interest income - Trust | 2,000 | 10,000 | 12,000 | 22,000 | 42,000 |
Interest expense - related party | ' | ' | ' | ' | -11,000 |
Total other income (expense) | 2,000 | 10,000 | 12,000 | 22,000 | 31,000 |
NET LOSS | ($153,000) | ($117,000) | ($371,000) | ($263,000) | ($1,167,000) |
BASIC AND DILUTED NET LOSS PER SHARE | ($0.01) | ($0.01) | ($0.03) | ($0.02) | ($0.13) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 12,500,000 | 12,500,000 | 12,500,000 | 12,500,000 | 9,168,000 |
CONDENSED_STATEMENT_OF_STOCKHO
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Deficit Accumulated During the Development Stage [Member] |
BALANCE, shares at Jan. 23, 2006 | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash at $.004 per share | $30,000 | ' | $1,000 | $29,000 | ' | ' |
Issuance of common stock for cash at $.004 per share, shares | ' | ' | 8,437,500 | ' | ' | ' |
Net loss | -13,000 | ' | ' | ' | ' | -13,000 |
BALANCE at Dec. 31, 2006 | 17,000 | ' | 1,000 | 29,000 | ' | -13,000 |
BALANCE, shares at Dec. 31, 2006 | ' | ' | 8,437,500 | ' | ' | ' |
Net loss | -29,000 | ' | ' | ' | ' | -29,000 |
BALANCE at Dec. 31, 2007 | -12,000 | ' | 1,000 | 29,000 | ' | -42,000 |
BALANCE, shares at Dec. 31, 2007 | ' | ' | 8,437,500 | ' | ' | ' |
Net loss | -13,000 | ' | ' | ' | ' | -13,000 |
BALANCE at Dec. 31, 2008 | -25,000 | ' | 1,000 | 29,000 | ' | -55,000 |
BALANCE, shares at Dec. 31, 2008 | ' | ' | 8,437,500 | ' | ' | ' |
Issuance of common stock for cash at $.004 per share | 1,000 | ' | ' | 1,000 | ' | ' |
Issuance of common stock for cash at $.004 per share, shares | ' | ' | 260,955 | ' | ' | ' |
Net loss | -25,000 | ' | ' | ' | ' | -25,000 |
BALANCE at Dec. 31, 2009 | -49,000 | ' | 1,000 | 30,000 | ' | -80,000 |
BALANCE, shares at Dec. 31, 2009 | ' | ' | 8,698,455 | ' | ' | ' |
Net loss | -30,000 | ' | ' | ' | ' | -30,000 |
BALANCE at Dec. 31, 2010 | -79,000 | ' | 1,000 | 30,000 | ' | -110,000 |
BALANCE, shares at Dec. 31, 2010 | ' | ' | 8,698,455 | ' | ' | ' |
Purchase of Treasury Stock | -7,000 | ' | ' | ' | -7,000 | ' |
Retirement of Treasury Stock | ' | ' | ' | -7,000 | 7,000 | ' |
Retirement of Treasury Stock, shares | ' | ' | -1,948,455 | ' | ' | ' |
Issuance of 5,750,000 shares of common stock and warrants for cash at $5.00 per share, net of expenses of approximately $404,000 | 28,346,000 | ' | ' | 28,346,000 | ' | ' |
Issuance of 5,750,000 shares of common stock and warrants for cash at $5.00 per share, net of expenses of approximately $404,000, shares | ' | ' | 5,750,000 | ' | ' | ' |
Net loss | -293,000 | ' | ' | ' | ' | -293,000 |
BALANCE at Dec. 31, 2011 | 27,967,000 | ' | 1,000 | 28,369,000 | ' | -403,000 |
BALANCE, shares at Dec. 31, 2011 | ' | ' | 12,500,000 | ' | ' | ' |
Net loss | -393,000 | ' | ' | ' | ' | -393,000 |
BALANCE at Dec. 31, 2012 | 27,574,000 | ' | 1,000 | 28,369,000 | ' | -796,000 |
BALANCE, shares at Dec. 31, 2012 | 12,500,000 | ' | 12,500,000 | ' | ' | ' |
Retirement of Treasury Stock | ' | ' | ' | ' | ' | ' |
Net loss | -371,000 | ' | ' | ' | ' | -371,000 |
BALANCE at Sep. 30, 2013 | $27,203,000 | ' | $1,000 | $28,369,000 | ' | ($1,167,000) |
BALANCE, shares at Sep. 30, 2013 | 12,500,000 | ' | 12,500,000 | ' | ' | ' |
CONDENSED_STATEMENT_OF_STOCKHO1
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) (USD $) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
14-May-09 | Mar. 01, 2006 | Dec. 31, 2006 | Dec. 31, 2011 | Dec. 31, 2009 | |
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) [Abstract] | ' | ' | ' | ' | ' |
Stock price per share | $0.00 | $0.00 | $0.00 | $5 | $0.00 |
Issuance of common stock and warrants for cash, expenses | ' | ' | ' | $404,000 | ' |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 92 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($371,000) | ($263,000) | ($1,167,000) |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | 22,000 | ' | 22,000 |
Accounts payable and accrued liabilities | 226,000 | 165,000 | 671,000 |
Accrued interest related party | ' | ' | 9,000 |
Accrued franchise taxes | 135,000 | 120,000 | 401,000 |
Net cash provided by (used in) operating activities | 12,000 | 22,000 | -64,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Investment held in Trust Account | ' | ' | -28,750,000 |
Interest reinvested in the Trust Account | -12,000 | -22,000 | -42,000 |
Net cash used in investing activities | -12,000 | -22,000 | -28,792,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | 28,781,000 |
Proceeds from note payable - related party | ' | ' | 75,000 |
Net cash provided by financing activities | ' | ' | 28,856,000 |
NET DECREASE IN CASH | ' | ' | ' |
CASH AT THE BEGINNING OF PERIOD | ' | ' | ' |
CASH AT END OF PERIOD | ' | ' | ' |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' | ' |
Cash paid during the period for interest | ' | ' | 1,000 |
NON-CASH SCHEDULE OF INVESTING AND FINANCING ACTIVITIES | ' | ' | ' |
Conversion of notes payable (related party), advances (related party) and accrued interest to notes payable (related party) | ' | ' | 120,000 |
Related party advances paid directly to vendors | 226,000 | 211,000 | 814,000 |
Retirement of Treasury Stock | ' | ' | 7,000 |
Related party advances to fund expenses | ' | ' | $149,000 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||
Sep. 30, 2013 | |||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |||
(a) | Organization and Business: | ||
Committed Capital Acquisition Corporation (the "Company") was incorporated in the state of Delaware on January 24, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business (the "initial business transaction"). | |||
At September 30, 2013, the Company is in the development stage as defined in Accounting Standards Codification ("ASC") No. 915. All activities of the Company to that date relate to its organization, initial funding, share issuances and the Offering (defined below) and initial search activities toward finding a candidate for the initial business transaction. All dollar amounts are rounded to the nearest thousand dollars. | |||
On May 27, 2011, the Company commenced the process for conversion to a special purpose acquisition corporation. In connection with this conversion, the Company filed a Form S-1 with the United States Securities and Exchange Commission in connection with its offering to sell up to 5,000,000 units at a price of $5.00 per unit (the "Offering"). The underwriters for the Offering were granted an over-allotment option to purchase up to an additional 750,000 units for 45 days after the effectiveness of the registration statement for the Offering. The lead underwriter for the Offering is a related party; see Note 3. | |||
In connection with the Offering, the Company's initial stockholders ("initial stockholders") and designees committed to purchase 2,000,000 shares of common stock at a price of $5.00 per share in a private placement which would occur concurrently with the closing of the Company's initial business transaction. | |||
On October 24, 2011, the registration statement in connection with the Offering was declared effective. | |||
On October 28, 2011, the Company closed on the Offering, including the exercise in full of the over-allotment option, and issued equity units consisting of 5,750,000 shares of common stock and warrants to purchase an additional 5,750,000 shares of common stock (as described above) in exchange for gross proceeds of $28,750,000. The costs of the Offering were approximately $404,000. | |||
Through September 30, 2013, our efforts had been limited to organizational activities, activities relating to our initial public offering, or the Offering, and our efforts to locate suitable acquisition candidates. No revenue has been generated since inception (January 24, 2006) to September 30, 2013. | |||
Since the closing of the Offering until the consummation of our initial business transaction, the gross proceeds were held in a trust account. The trust account was invested in U.S. "government securities," defined as any Treasury Bill or equivalent securities issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment Company Act of 1940, until the earlier of (i) the consummation of an initial business transaction or (ii) the distribution of the trust account. | |||
Investment securities in the trust account at September 30, 2013 consisted of an Institutional Money Market Account that met the conditions specified in Rule 2a-7 under the Investment Company Act of 1940. | |||
On October 16, 2013, the Company entered into an Agreement and Plan of Merger to complete its initial business combination when its wholly-owned subsidiary merged with and into The One Group, LLC, as further described in Note 6 - Subsequent Events - Initial Business Transaction and Private Placement. | |||
(b) | Basis of Presentation: | ||
The accompanying unaudited financial statements have been prepared in accordance with the Securities and Exchange Commission's reporting requirements under Regulation S-X and S-K. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements contained in the Company's Form 10-K for the year ended December 31, 2012. | |||
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. | |||
The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows presented herein have been included in the financial statements. | |||
The Company effectuated a 4.21875-for-1 forward stock split on May 20, 2011. All shares have been retroactively restated. | |||
(c) | Use of Estimates: | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||
(d) Valuation of Investments in Securities at Fair Value - Definition and Hierarchy: | |||
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. | |||
In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: | |||
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||
Level 2 - Valuations based on inputs other than quoted prices in Level 1 that are observable, either directly or indirectly. | |||
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||
The availability of valuation techniques and observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, the type of investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. | |||
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause an investment to be reclassified to a lower level within the fair value hierarchy. | |||
(e) Income Taxes: | |||
The Company complies with accounting principles generally accepted in the United States which require an asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. | |||
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2009. As of September 30, 2013 and December 31, 2012, the Company reviewed its tax positions and determined there were no outstanding or retroactive tax positions that did not meet the "more likely than not" criteria upon examination by the taxing authorities. Therefore, this standard has not had a material effect on the Company. | |||
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. | |||
The Company classifies tax-related penalties and net interest as income tax expense. As of September 30, 2013 and 2012 and for the period from inception (January 24, 2006) to September 30, 2013, no income tax expense has been incurred. State franchise taxes are included in general and administrative costs and totaled approximately $45,000, $135,000, $40,000 and $120,000 for the three and nine months ended September 30, 2013 and 2012, respectively, and approximately $401,000 for the period from inception (January 24, 2006) to September 30, 2013. The Company has filed its state franchise tax returns for 2011 and 2012 however it has not paid the taxes due. As such, the Company has included approximately $31,000 of late payment penalties in the amount of tax accrued. | |||
(f) | Loss Per Share of Common Stock: | ||
Basic loss per share is calculated using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Because the Company reported a net loss in all periods presented, the warrants to purchase 5,750,000 shares of common stock issued in connection with the Offering have not been included in the diluted net loss per share since these securities would reduce the loss per common share and become anti-dilutive. | |||
(g) | New Accounting Pronouncements: | ||
The Company has evaluated the recent accounting pronouncements through ASU 2013-11 and believes that none of them will have a material effect on the Company's financial statements. |
INVESTMENT_IN_TRUST_ACCOUNT
INVESTMENT IN TRUST ACCOUNT | 9 Months Ended |
Sep. 30, 2013 | |
INVESTMENT IN TRUST ACCOUNT [Abstract] | ' |
INVESTMENT IN TRUST ACCOUNT | ' |
NOTE 2 - INVESTMENT IN TRUST ACCOUNT: | |
Since the closing of the Offering, the gross proceeds have been held in the Trust Account. As described in Note 1, the Trust Account may be invested in U.S. "government securities," defined as any Treasury Bill or equivalent securities issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment Company Act of 1940, until the earlier of (i) the consummation of its initial business transaction or (ii) the distribution of the Trust Account as described in Note 1. | |
Investment securities in the Trust Account at September 30, 2013 consist of an Institutional Money Market Account that meets the conditions specified in Rule 2a-7 under the Investment Company Act of 1940 with an investment bank. The Institutional Money Market Account is classified as a Level 1 investment within the fair value hierarchy. There are no holding gains or losses to date and there has been approximately $0 of interest income accrued at September 30, 2013. Prior to March 20, 2012, the investment securities in the Company's Trust Account consisted of cash held in a demand deposit account which was stated at cost at December 31, 2011. There were no holding gains or losses and no interest accrued or paid on the cash. |
NOTE_PAYABLE_RELATED_PARTY_AND
NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES | 9 Months Ended | ||
Sep. 30, 2013 | |||
NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES [Abstract] | ' | ||
NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES | ' | ||
NOTE 3 - NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES: | |||
The Company has received a total of approximately $960,000 from Broadband Capital Management LLC ("BCM"), a FINRA registered broker-dealer, $120,000 of which has been refinanced as described below. The remainder, approximately $840,000, is a non-interest bearing advance and is due on the date on which the Company consummates its initial business transaction. Michael Rapp, the Company's President and Chairman, and Philip Wagenheim, the Company's Secretary and director, and Jason Eiswerth, the Company's director all serve as management of BCM. BCM was the lead underwriter of the Offering. All advances under the agreement with BCM are made directly to the Company's vendors on behalf of the Company and do not flow through the Company's cash accounts. | |||
On May 27, 2011, as amended on July 27, 2011, the Company entered into a loan payable agreement for approximately $120,000 with BCM, which consolidated all of the Company's accrued interest-related party, related party advances and note payable-related party outstanding as of such date into one instrument as well as provided additional advances to the Company. Included in such consolidation was approximately $26,000 received during the year ended December 31, 2010 and approximately $15,000 advanced to third parties by BCM during the three months ended September 30, 2011. Such amounts had been due on demand and had an imputed interest rate of 8.25% per annum. The loan as consolidated is now payable upon the consummation of the Company's initial business transaction, bears no interest and contains a waiver of any and all rights to the Trust Account. Following the closing of the Offering and prior to the consummation of the initial business transaction, BCM has agreed to loan the Company funds from time to time of up to $800,000, including the amounts above, under an Expense Advancement Agreement. At September 30, 2013 total loans and advances from this affiliate exceed this commitment - see also Note 1. | |||
For the three and nine months ended September 30, 2013 and September 30, 2012, respectively, and the period from inception (January 24, 2006) to September 30, 2013, interest expense from related party advances was approximately $0, $0, $0 and $0 and $11,000, respectively. | |||
During the period from inception (January 24, 2006) to December 31, 2009, the Company entered into the following related party note agreements, all of which were consolidated into a single loan payable agreement on May 27, 2011 as described above: | |||
- | On March 9, 2007, the Company entered into a loan agreement with BCM pursuant to which the Company agreed to repay $12,500 on or before the earlier of (i) December 31, 2012 or (ii) the date that the Company (or a wholly owned subsidiary of the Company) consummates a merger or similar transaction with an operating business. BCM had previously advanced the $12,500 on behalf of the Company. Prior to being refinanced, interest accrued on the outstanding principal balance of this loan on the basis of a 360-day year daily from January 24, 2006, the effective date of the loan, until it was paid in full at the rate of four percent (4%) per annum. | ||
- | On April 15, 2008, Messrs. Rapp and Wagenheim and Clifford Chapman, a former director of the Company, loaned the Company $5,000, $3,000 and $2,000, respectively. The Company issued promissory notes (each, a "April 15 Note" and together, the "April 15 Notes") to Messrs. Rapp, Wagenheim and Chapman. Prior to each April 15 Note being refinanced or repaid, as the case may be, each April 15 Note accrued interest at an annual rate of 8.25%, and such principal and all accrued interest was due and payable on or before the earlier of (i) the fifth anniversary of the date of such April 15 Note or (ii) the date on which the Company would have consummated its initial business transaction with a private company in a reverse merger or reverse takeover transaction or other transaction after which the Company would have ceased to be a shell company. | ||
- | On March 16, 2009, the Company entered into a loan agreement with BCM pursuant to which the Company agreed to repay $14,500 on or before the earlier of (i) March 16, 2014 or (ii) the date that the Company (or a wholly owned subsidiary of the Company) consummates a merger or similar transaction with an operating business. Prior to being refinanced, interest accrued on the outstanding principal balance of this loan at an annual rate of 8.25%. | ||
- | On August 12, 2009, the Company entered into a loan agreement with BCM pursuant to which the Company agreed to repay $12,000 on or before the earlier of (i) August 12, 2013 or (ii) the date that the Company (or a wholly owned subsidiary of the Company) consummates a merger or similar transaction with an operating business. Prior to being refinanced, interest accrued on the outstanding principal balance of this loan at an annual rate of 8.25%. | ||
On March 31, 2011, the Company repaid a total of $2,000 of principal and $484 of accrued interest to Mr. Chapman for full satisfaction of his April 15 Note from advances made directly by BCM. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2013 | |
STOCKHOLDERS' EQUITY [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 4 - STOCKHOLDERS' EQUITY: | |
The Company is authorized by its Amended and Restated Certificate of Incorporation to issue an aggregate of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common stock and 10,000,000 are shares of preferred stock, par value $0.0001 per share. | |
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. | |
On March 1, 2006, the Company issued 4,218,750, 2,531,250 and 1,687,500 shares of common stock to Michael Rapp, Philip Wagenheim, and Clifford Chapman, respectively, for total cash consideration of $30,000 or $0.004 per share. | |
On May 14, 2009, the Company issued 260,955 shares of common stock to Charles Allen for total cash consideration of approximately $1,000 or $0.004 per share. | |
On March 31, 2011, the Company repurchased 1,687,500 shares of common stock from Clifford Chapman for total cash consideration of $6,000 which was recorded as treasury stock. | |
On April 28, 2011, the Company repurchased 260,955 shares of common stock from Charles Allen for total cash consideration of $928, all of which was recorded as treasury stock. | |
Subsequent to the repurchase of the Allen and Chapman common stock, the treasury stock was retired. | |
On May 20, 2011, the Company effectuated a 4.21875-for-1 forward stock split. All shares have been retroactively restated in all periods presented. | |
On October 24, 2011, the Company filed with the Secretary of State of the State of Delaware its Amended and Restated Certificate of Incorporation to become a special purpose acquisition company as described further in Note 1. On October 28, 2011, the Company closed the Offering, including the exercise in full of the over-allotment option, and issued equity units consisting of 5,750,000 shares of common stock and warrants to purchase an additional 5,750,000 shares of common stock (as described above) in exchange for gross proceeds of $28,750,000. The costs of the Offering were approximately $404,000. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
NOTE 5 - INCOME TAXES: | |||||||||
At September 30, 2013 and December 31, 2012, components of net deferred tax assets, including a valuation allowance, are as follows: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 668,000 | $ | 266,000 | |||||
Non-deductible start-up costs | $ | 530,000 | $ | 530,000 | |||||
1,198,000 | 796,000 | ||||||||
Total deferred tax assets | 551,000 | 366,000 | |||||||
Less: Valuation Allowance | (551,000 | ) | (366,000 | ) | |||||
Net Deferred Tax Assets | $ | - | $ | - | |||||
The valuation allowance for deferred tax assets as of September 30, 2013 and December 31, 2012 was $551,000 and $366,000, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The deferred tax asset is created as a result of the start-up expenses, which are not deductible for tax purposes and as a result create a basis difference. They will only become deductible if the Company comes out of the development stage. Management considers the projected future taxable income and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2013 and December 31, 2012, and recorded a full valuation allowance. | |||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows for the three and nine months ended September 30: | |||||||||
Three and Nine months | |||||||||
2013 | 2012 | ||||||||
Federal statutory tax rate | (35 | )% | (35 | )% | |||||
State and city tax rate | (11 | %) | (11 | %) | |||||
Change in valuation allowance | 46 | % | 46 | % | |||||
Effective tax rate | 0 | % | 0 | % |
SUBSEQUENT_EVENT_INITIAL_BUSIN
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTIONAND PRIVATE PLACEMENT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT [Abstract] | ' | ||||||||
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT | ' | ||||||||
NOTE 6 - SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTIONAND PRIVATE PLACEMENT: | |||||||||
Initial Business Transaction - Merger Agreement | |||||||||
On October 16, 2013, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") among the Company, CCAC Acquisition Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub"), The ONE Group, LLC ("One Group") and Samuel Goldfinger as One Group Representative. One Group is a Delaware limited liability company that, through itself and several subsidiary entities, develops and operates upscale, high-energy restaurants and lounges and provides turn-key food and beverage services for hospitality venues including boutique hotels, casinos and other high-end locations in the United States and the United Kingdom. | |||||||||
Pursuant to the Merger Agreement, Merger Sub was merged with and into One Group, with One Group being the surviving entity and thereby becoming a wholly owned subsidiary of the Company. At the effective time of the Merger (the "Effective Time"), all of the issued and outstanding membership interests of One Group that were outstanding immediately prior to the Effective Time were cancelled and new membership interests of One Group comprising 100% of its ownership interests were issued to the Company. Simultaneously, the Company issued to the former holders of One Group membership interests (the "TOG Members") and to the Liquidating Trust established for the benefit of TOG Members and holders of warrants to acquire membership interests of One Group ("TOG Warrant Owners") an aggregate of 12,631,400 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and paid to such TOG Members an aggregate of $11,750,000 in cash (collectively, the "Merger Consideration"). As part of the Merger Consideration, the Company issued to Jonathan Segal, the former Managing Member of One Group and now the Chief Executive Officer and a Director of the Company, 1,000,000 shares of Common Stock as a control premium. The foregoing shares are in addition to the 7,680,666 shares issued to Mr. Segal and related entities in respect of his pro rata portion of shares of Common Stock issued to all TOG Members. Of the 12,631,400 shares of Common Stock issued as part of the Merger Consideration, 2,000,000 shares (the "Escrow Shares") were deposited into an escrow account (the "Escrow Account") at Continental Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent") to secure certain potential adjustments to the Merger Consideration as described in the Merger Agreement (including Working Capital Shortfalls and Excess Liabilities, among other items) and certain potential indemnification obligations. As of the Effective Time, the former members of One Group and the Liquidating Trust held shares of Common Stock comprising, in the aggregate, 50.68% of the issued and outstanding shares of the Company's Common Stock. | |||||||||
The Merger Agreement provides for up to an additional $14,100,000 of payments to the TOG Members and the Liquidating Trust based on a formula as described in the Merger Agreement ("Contingent Payments") and which is contingent upon the exercise of outstanding Company warrants to purchase 5,750,000 shares of Common Stock at an exercise price of $5.00 per share (the "Parent Warrants"). The Company is required to make any Contingent Payments on a monthly basis. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of Common Stock issuable upon the exercise of the Parent Warrants or (ii) the forty-fifth (45th) day following the date that the Company's Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. The Company intends to file such registration statement as soon as practicable. | |||||||||
The Common Stock portion of the Merger Consideration is subject to adjustment to reflect Working Capital Shortfalls and Excess Liabilities compared to the amounts that will be set forth in a closing statement required to be delivered by One Group within 90 days of the Closing of the Merger. To the extent Working Capital Shortfalls exceed $100,000 or Adjustment Liabilities exceeds Excess Liabilities by greater than $20,000 in the aggregate, the Members and the Liquidating Trust, on a Pro Rated Basis, shall be liable to the Company for an amount equal to the sum of any Excess Liabilities and Working Capital Shortfall. Any payment required to be made with respect to the foregoing shall be made by reduction of the Escrow Shares or as a set off to Contingent Payments, if any. | |||||||||
As required by the Merger Agreement, the Company, One Group and the TOG Members entered into several ancillary agreements including (i) Lockup Agreements by and among the Company and the TOG Members, (ii) the Escrow Agreement and (ii) a Liquidating Trust Agreement. | |||||||||
Private Placement | |||||||||
Simultaneously with the Effective Time of the Merger, the Company completed a private placement of 3,131,339 shares of Common Stock at a purchase price of $5.00 per share to purchasers that include some of the Company's existing shareholders (collectively, the "Investors"), realizing gross proceeds of $15,657,000 (the "October 2013 Private Placement"). | |||||||||
In connection with the October 2013 Private Placement, we also entered into a registration rights agreement (the "October 2013 Registration Rights Agreement") with the Investors, in which we agreed to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") to register the Shares for resale within 30 calendar days of the Closing Date, and to have the Registration Statement declared effective within 90 calendar days of the Closing Date or within 120 calendar days of the Closing Date if the SEC conducts a full review of the Registration Statement. We also have agreed to include in such Registration Statement the shares of Common Stock issued to TOG Members (other than those shares issued to Jonathan Segal) or issuable to TOG Warrant Owners pursuant to the Merger Agreement, subject to cut-back in certain circumstances. | |||||||||
Summary Pro Forma Information | |||||||||
The following unaudited pro forma summary information gives effect to the Initial Business Transaction and Private Placement which were consummated on October 16, 2013, as described above. Because Committed Capital is a shell company and The One Group's operations will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, The One Group is considered to have control and therefore is treated as the accounting acquirer and its assets are accounted for at their historical values. | |||||||||
The unaudited pro forma balance sheet summary information as of September 30, 2013 combines the unaudited balance sheet of Committed Capital at September 30, 2013 with the unaudited balance sheet of The One Group as of September 30, 2013 giving effect to the Business Combination as if it was consummated on September 30, 2013. The unaudited pro forma statement of operations summary information for the year ended December 31, 2012 includes Committed Capital and The One Group results of operations for the year ended December 31, 2012 as if the Business Combination was consummated on January 1, 2012. The unaudited pro forma statement of operations summary information for the nine months ended September 30, 2013 includes Committed Capital and The One Group results of operations for the nine months ended September 30, 2013 as if the Business Combination was consummated on January 1, 2013. | |||||||||
The unaudited pro forma results of operations summary information for the year ended December 31, 2012 are derived from the audited financial statements of Committed Capital and of The One Group at December 31, 2012 and for the year then ended. The unaudited pro forma balance sheet summary information as of September 30, 2012 and the results of operations for the nine months ended September 30, 2013 are derived from the unaudited condensed financial statements of Committed Capital and of The One Group as of September 30, 2012 and for the three and nine months then ended. | |||||||||
The unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position or results of operations had the two Companies been combined during the periods presented and should be read in conjunction with the historical financial statements and accompanying notes of Committed Capital Acquisition Corporation and of The One Group, LLC. | |||||||||
Pro Forma Summary Results of Operations Information: | |||||||||
Nine months | Year | ||||||||
Ended | ended | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Revenues | $ | 34,722,000 | $ | 60,121,000 | |||||
Income from continuing operations | $ | 1,864,000 | $ | 4,793,000 | |||||
Weighted average common shares, | |||||||||
basic and diluted | 24,946,739 | 24,946,739 | |||||||
Income from continuing operations | |||||||||
per share basic and diluted | $ | 0.07 | $ | 0.19 | |||||
Pro Forma Summary Balance Sheet Information: | |||||||||
30-Sep-13 | |||||||||
(unaudited) | |||||||||
Assets: | |||||||||
Current assets | $ | 22,528,000 | |||||||
Investment held in Trust | - | ||||||||
Property and equipment, net | 13,359,000 | ||||||||
Investments and other assets | 4,502,000 | ||||||||
total assets | $ | 40,389,000 | |||||||
Liabilities and Equity: | |||||||||
Current liabilities | $ | 12,105,000 | |||||||
Deferred rent payable | 5,699,000 | ||||||||
total liabilities | 17,804,000 | ||||||||
Common stock | 2,000 | ||||||||
Additional paid in capital | 27,165,000 | ||||||||
Deficit accumulated | (7,757,000 | ) | |||||||
Non-controlling interest | 3,175,000 | ||||||||
total equity | 22,585,000 | ||||||||
total liabilities and equity | $ | 40,389,000 |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||
Organization and Business | ' | ||
(a) | Organization and Business: | ||
Committed Capital Acquisition Corporation (the "Company") was incorporated in the state of Delaware on January 24, 2006 for the purpose of raising capital that is intended to be used in connection with its business plans which may include a possible merger, acquisition or other business combination with an operating business (the "initial business transaction"). | |||
At September 30, 2013, the Company is in the development stage as defined in Accounting Standards Codification ("ASC") No. 915. All activities of the Company to that date relate to its organization, initial funding, share issuances and the Offering (defined below) and initial search activities toward finding a candidate for the initial business transaction. All dollar amounts are rounded to the nearest thousand dollars. | |||
On May 27, 2011, the Company commenced the process for conversion to a special purpose acquisition corporation. In connection with this conversion, the Company filed a Form S-1 with the United States Securities and Exchange Commission in connection with its offering to sell up to 5,000,000 units at a price of $5.00 per unit (the "Offering"). The underwriters for the Offering were granted an over-allotment option to purchase up to an additional 750,000 units for 45 days after the effectiveness of the registration statement for the Offering. The lead underwriter for the Offering is a related party; see Note 3. | |||
In connection with the Offering, the Company's initial stockholders ("initial stockholders") and designees committed to purchase 2,000,000 shares of common stock at a price of $5.00 per share in a private placement which would occur concurrently with the closing of the Company's initial business transaction. | |||
On October 24, 2011, the registration statement in connection with the Offering was declared effective. | |||
On October 28, 2011, the Company closed on the Offering, including the exercise in full of the over-allotment option, and issued equity units consisting of 5,750,000 shares of common stock and warrants to purchase an additional 5,750,000 shares of common stock (as described above) in exchange for gross proceeds of $28,750,000. The costs of the Offering were approximately $404,000. | |||
Through September 30, 2013, our efforts had been limited to organizational activities, activities relating to our initial public offering, or the Offering, and our efforts to locate suitable acquisition candidates. No revenue has been generated since inception (January 24, 2006) to September 30, 2013. | |||
Since the closing of the Offering until the consummation of our initial business transaction, the gross proceeds were held in a trust account. The trust account was invested in U.S. "government securities," defined as any Treasury Bill or equivalent securities issued by the United States government having a maturity of one hundred and eighty (180) days or less or money market funds meeting the conditions specified in Rule 2a-7 under the Investment Company Act of 1940, until the earlier of (i) the consummation of an initial business transaction or (ii) the distribution of the trust account. | |||
Investment securities in the trust account at September 30, 2013 consisted of an Institutional Money Market Account that met the conditions specified in Rule 2a-7 under the Investment Company Act of 1940. | |||
On October 16, 2013, the Company entered into an Agreement and Plan of Merger to complete its initial business combination when its wholly-owned subsidiary merged with and into The One Group, LLC, as further described in Note 6 - Subsequent Events - Initial Business Transaction and Private Placement. | |||
Basis of Presentation | ' | ||
(b) | Basis of Presentation: | ||
The accompanying unaudited financial statements have been prepared in accordance with the Securities and Exchange Commission's reporting requirements under Regulation S-X and S-K. The accompanying unaudited financial statements should be read in conjunction with the audited financial statements contained in the Company's Form 10-K for the year ended December 31, 2012. | |||
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. | |||
The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows presented herein have been included in the financial statements. | |||
The Company effectuated a 4.21875-for-1 forward stock split on May 20, 2011. All shares have been retroactively restated. | |||
Use of Estimates | ' | ||
(c) | Use of Estimates: | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. | |||
Valuation of Investments in Securities at Fair Value - Definition and Hierarchy | ' | ||
(d) Valuation of Investments in Securities at Fair Value - Definition and Hierarchy: | |||
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. | |||
In determining fair value, the Company uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company's assumption about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: | |||
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. | |||
Level 2 - Valuations based on inputs other than quoted prices in Level 1 that are observable, either directly or indirectly. | |||
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |||
The availability of valuation techniques and observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, the type of investment, whether the investment is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. | |||
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity specific measure. Therefore, even when market assumptions are not readily available, the Company's own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including during periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause an investment to be reclassified to a lower level within the fair value hierarchy. | |||
Income Taxes | ' | ||
(e) Income Taxes: | |||
The Company complies with accounting principles generally accepted in the United States which require an asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. | |||
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2009. As of September 30, 2013 and December 31, 2012, the Company reviewed its tax positions and determined there were no outstanding or retroactive tax positions that did not meet the "more likely than not" criteria upon examination by the taxing authorities. Therefore, this standard has not had a material effect on the Company. | |||
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months. | |||
The Company classifies tax-related penalties and net interest as income tax expense. As of September 30, 2013 and 2012 and for the period from inception (January 24, 2006) to September 30, 2013, no income tax expense has been incurred. State franchise taxes are included in general and administrative costs and totaled approximately $45,000, $135,000, $40,000 and $120,000 for the three and nine months ended September 30, 2013 and 2012, respectively, and approximately $401,000 for the period from inception (January 24, 2006) to September 30, 2013. The Company has filed its state franchise tax returns for 2011 and 2012 however it has not paid the taxes due. As such, the Company has included approximately $31,000 of late payment penalties in the amount of tax accrued. | |||
Loss Per Share of Common Stock | ' | ||
(f) | Loss Per Share of Common Stock: | ||
Basic loss per share is calculated using the weighted-average number of shares of common stock outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. Because the Company reported a net loss in all periods presented, the warrants to purchase 5,750,000 shares of common stock issued in connection with the Offering have not been included in the diluted net loss per share since these securities would reduce the loss per common share and become anti-dilutive. | |||
New Accounting Pronouncements | ' | ||
(g) | New Accounting Pronouncements: | ||
The Company has evaluated the recent accounting pronouncements through ASU 2013-11 and believes that none of them will have a material effect on the Company's financial statements. | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INCOME TAXES [Abstract] | ' | ||||||||
Schedule of the components of net deferred tax assets, including a valuation allowance | ' | ||||||||
At September 30, 2013 and December 31, 2012, components of net deferred tax assets, including a valuation allowance, are as follows: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 668,000 | $ | 266,000 | |||||
Non-deductible start-up costs | $ | 530,000 | $ | 530,000 | |||||
1,198,000 | 796,000 | ||||||||
Total deferred tax assets | 551,000 | 366,000 | |||||||
Less: Valuation Allowance | (551,000 | ) | (366,000 | ) | |||||
Net Deferred Tax Assets | $ | - | $ | - | |||||
Schedule of the reconciliation between the statutory rate and the effective tax rate | ' | ||||||||
Reconciliation between the statutory rate and the effective tax rate is as follows for the three and nine months ended September 30: | |||||||||
Three and Nine months | |||||||||
2013 | 2012 | ||||||||
Federal statutory tax rate | (35 | )% | (35 | )% | |||||
State and city tax rate | (11 | %) | (11 | %) | |||||
Change in valuation allowance | 46 | % | 46 | % | |||||
Effective tax rate | 0 | % | 0 | % |
SUBSEQUENT_EVENT_INITIAL_BUSIN1
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTIONAND PRIVATE PLACEMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT [Abstract] | ' | ||||||||
Pro Forma Summary Results of Operations Information | ' | ||||||||
Pro Forma Summary Results of Operations Information: | |||||||||
Nine months | Year | ||||||||
Ended | ended | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Revenues | $ | 34,722,000 | $ | 60,121,000 | |||||
Income from continuing operations | $ | 1,864,000 | $ | 4,793,000 | |||||
Weighted average common shares, | |||||||||
basic and diluted | 24,946,739 | 24,946,739 | |||||||
Income from continuing operations | |||||||||
per share basic and diluted | $ | 0.07 | $ | 0.19 | |||||
Pro Forma Summary Balance Sheet Information | ' | ||||||||
Pro Forma Summary Balance Sheet Information: | |||||||||
30-Sep-13 | |||||||||
(unaudited) | |||||||||
Assets: | |||||||||
Current assets | $ | 22,528,000 | |||||||
Investment held in Trust | - | ||||||||
Property and equipment, net | 13,359,000 | ||||||||
Investments and other assets | 4,502,000 | ||||||||
total assets | $ | 40,389,000 | |||||||
Liabilities and Equity: | |||||||||
Current liabilities | $ | 12,105,000 | |||||||
Deferred rent payable | 5,699,000 | ||||||||
total liabilities | 17,804,000 | ||||||||
Common stock | 2,000 | ||||||||
Additional paid in capital | 27,165,000 | ||||||||
Deficit accumulated | (7,757,000 | ) | |||||||
Non-controlling interest | 3,175,000 | ||||||||
total equity | 22,585,000 | ||||||||
total liabilities and equity | $ | 40,389,000 | |||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 92 Months Ended | ||||||
Oct. 24, 2011 | 20-May-11 | 14-May-09 | Mar. 01, 2006 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | 27-May-11 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units registered for sale, each unit consisting of one share of stock and one warrant to purchase one share of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Offering price per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
Number of shares available to be sold to underwriter in the over-allotment option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 |
Number of shares the initial stockholders and designees have committed to purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 |
Price at which initial shareholders have committed to purchase shares, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
Number of units sold, each unit consisting of one share of stock and one warrant to purchase one share of stock | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares callable by warrants | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants for cash, expenses | ' | ' | ' | ' | ' | ' | ' | ' | $404,000 | ' | ' |
Forward stock split ratio | ' | 4.21875 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from issuance | 28,750,000 | ' | 1,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' |
State franchise taxes | ' | ' | ' | ' | 45,000 | 40,000 | 135,000 | 120,000 | ' | 401,000 | ' |
Income tax late payment penalties accrued | ' | ' | ' | ' | $31,000 | ' | $31,000 | ' | ' | $31,000 | ' |
Warrants to purchase common stock excluded from diluted earnings per share due to their anti-dilutive effect | ' | ' | ' | ' | 5,750,000 | 5,750,000 | 5,750,000 | 5,750,000 | ' | 5,750,000 | ' |
INVESTMENT_IN_TRUST_ACCOUNT_De
INVESTMENT IN TRUST ACCOUNT (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 92 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
INVESTMENT IN TRUST ACCOUNT [Abstract] | ' | ' | ' | ' | ' | ' |
Interest income - Trust | ' | $2,000 | $10,000 | $12,000 | $22,000 | $42,000 |
NOTE_PAYABLE_RELATED_PARTY_AND1
NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 92 Months Ended | 1 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2010 | Sep. 30, 2013 | Oct. 24, 2011 | 27-May-11 | Aug. 12, 2009 | Mar. 16, 2009 | Mar. 09, 2007 | Apr. 15, 2008 | Apr. 15, 2008 | Mar. 31, 2011 | Apr. 15, 2008 | |
Broadband Capital Management LLC [Member] | Broadband Capital Management LLC [Member] | Broadband Capital Management LLC [Member] | Mr. Rapp [Member] | Mr. Wagenheim [Member] | Mr. Chapman [Member] | Mr. Chapman [Member] | ||||||||||
NOTE PAYABLE - RELATED PARTY AND RELATED PARTY ADVANCES [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from line of credit from BCM | ' | ' | ' | ' | ' | ' | $960,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-interest bearing advance | 840,000 | ' | ' | 840,000 | ' | ' | 840,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-interest bearing loan payable agreement to related party that consolidated accrued interest, advances and other outstanding notes payable | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from related party advances | ' | ' | 15,000 | ' | ' | 26,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Imputed interest rate on related party debt | ' | ' | 8.25% | ' | ' | 8.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of credit facility extended by BCM | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense from related party advances | ' | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan agreement with related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000 | 14,500 | 12,500 | 5,000 | 3,000 | ' | 2,000 |
Loan interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.25% | 8.25% | 4.00% | 8.25% | 8.25% | ' | 8.25% |
Repayments of related party debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' |
Interest paid | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | $484 | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Oct. 24, 2011 | 20-May-11 | Apr. 28, 2011 | Mar. 31, 2011 | 14-May-09 | Mar. 01, 2006 | Dec. 31, 2006 | Dec. 31, 2011 | Dec. 31, 2009 | Sep. 30, 2013 | Dec. 31, 2012 | |
STOCKHOLDERS' EQUITY [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000,000 | ' |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | 75,000,000 |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 10,000,000 |
Common stock, par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 |
Preferred stock, par value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from issuance | $28,750,000 | ' | ' | ' | $1,000 | $30,000 | ' | ' | ' | ' | ' |
Price per share for the issuance | ' | ' | ' | ' | $0.00 | $0.00 | $0.00 | $5 | $0.00 | ' | ' |
Number of shares repurchased and retired | ' | ' | 260,955 | 1,687,500 | ' | ' | ' | ' | ' | ' | ' |
Value of shares repurchased and retired | ' | ' | 928 | 6,000 | ' | ' | ' | ' | ' | ' | ' |
Shares callable by warrants | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock and warrants for cash, expenses | ' | ' | ' | ' | ' | ' | ' | $404,000 | ' | ' | ' |
Forward stock split ratio | ' | 4.21875 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mr. Rapp [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | 4,218,750 | ' | ' | ' | ' | ' |
Mr. Wagenheim [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | 2,531,250 | ' | ' | ' | ' | ' |
Mr. Chapman [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | 1,687,500 | ' | ' | ' | ' | ' |
Charles Allen [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued | ' | ' | ' | ' | 260,955 | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Deferred tax assets: | ' | ' | ' | ' | ' |
Net operating loss carryforwards | $668,000 | ' | $668,000 | ' | $266,000 |
Non-deductible start-up costs | 530,000 | ' | 530,000 | ' | 530,000 |
Total deferred tax assets | 1,198,000 | ' | 1,198,000 | ' | 796,000 |
Total deferred tax assets | 551,000 | ' | 551,000 | ' | 366,000 |
Less: Valuation Allowance | -551,000 | ' | -551,000 | ' | -366,000 |
Net Deferred Tax Assets | ' | ' | ' | ' | ' |
Reconciliation between the statutory rate and the effective tax rate: | ' | ' | ' | ' | ' |
Federal statutory tax rate | -35.00% | -35.00% | -35.00% | -35.00% | ' |
State and city tax rate | -11.00% | -11.00% | -11.00% | -11.00% | ' |
Change in valuation allowance | 46.00% | 46.00% | 46.00% | 46.00% | ' |
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% | ' |
SUBSEQUENT_EVENT_INITIAL_BUSIN2
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT (Initial Business Transaction - Merger Agreement) (Details) (USD $) | Oct. 24, 2011 | 27-May-11 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 16, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
One Group LLC [Member] | One Group LLC [Member] | One Group LLC [Member] | One Group LLC [Member] | |||
Chief Executive Officer [Member] | TOG Members [Member] | TOG Members [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage of ownership issued to company | ' | ' | 100.00% | ' | ' | ' |
Shares issued in business acquisition | ' | ' | ' | 1,000,000 | 12,631,400 | ' |
Par value of stock in business acquisition | ' | ' | ' | ' | $0.00 | ' |
Payment to acquire member interest | ' | ' | ' | ' | $11,750,000 | ' |
Contingent payment amount | ' | ' | ' | ' | 14,100,000 | ' |
Previously issued shares | ' | ' | ' | 7,680,666 | ' | ' |
Shares held in escrow | ' | ' | 2,000,000 | ' | ' | ' |
Shares callable by warrants | 5,750,000 | ' | ' | ' | ' | 5,750,000 |
Exercise price of warrants | ' | 5 | ' | ' | ' | 5 |
Terms for contingent payments | ' | ' | ' | ' | 'The Company is required to make any Contingent Payments on a monthly basis. Any Parent Warrants that are unexercised will expire on the date that is the earlier of (i) two years after the effective date of the registration statement registering the shares of Common Stock issuable upon the exercise of the Parent Warrants or (ii) the forty-fifth (45th) day following the date that the Company's Common Stock closes at or above $6.25 per share for 20 out of 30 trading days commencing on the effective date. The Company intends to file such registration statement as soon as practicable. | ' |
Working capital shortfalls exceeds amount | ' | ' | 100,000 | ' | ' | ' |
Adjustment liabilities exceeds liabilities by greater amount | ' | ' | $20,000 | ' | ' | ' |
SUBSEQUENT_EVENT_INITIAL_BUSIN3
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT (Private Placement) (Details) (USD $) | 1 Months Ended | 11 Months Ended | 12 Months Ended | 1 Months Ended | ||
14-May-09 | Mar. 01, 2006 | Dec. 31, 2006 | Dec. 31, 2011 | Dec. 31, 2009 | Oct. 31, 2013 | |
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance of common stock for cash at $.004 per share, shares | ' | ' | ' | ' | ' | 3,131,339 |
Stock price per share | $0.00 | $0.00 | $0.00 | $5 | $0.00 | $5 |
Gross proceeds from private placement | ' | ' | ' | ' | ' | $15,657,000 |
SUBSEQUENT_EVENT_INITIAL_BUSIN4
SUBSEQUENT EVENT - INITIAL BUSINESS TRANSACTION AND PRIVATE PLACEMENT (Summary Pro Forma Information) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Sep. 30, 2013 | Dec. 31, 2012 |
Subsequent Event [Member] | Subsequent Event [Member] | |||||||||
Pro Forma [Member] | Pro Forma [Member] | |||||||||
One Group LLC [Member] | One Group LLC [Member] | |||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $34,722,000 | $60,121,000 |
Income from continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | 1,864,000 | 4,793,000 |
Weighted average common shares, basic and diluted | ' | ' | ' | ' | ' | ' | ' | ' | 24,946,739 | 24,946,739 |
Income from continuing operations per share basic and diluted | ' | ' | ' | ' | ' | ' | ' | ' | 0.07 | 0.19 |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current assets | ' | 22,000 | ' | ' | ' | ' | ' | ' | 22,528,000 | ' |
Investment held in Trust Account | 28,792,000 | 28,780,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' | ' | ' | ' | ' | 13,359,000 | ' |
Investments and other assets | ' | ' | ' | ' | ' | ' | ' | ' | 4,502,000 | ' |
TOTAL ASSETS | 28,792,000 | 28,802,000 | ' | ' | ' | ' | ' | ' | 40,389,000 | ' |
Liabilities and Equity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current liabilities | 1,589,000 | 1,228,000 | ' | ' | ' | ' | ' | ' | 12,105,000 | ' |
Deferred rent payable | ' | ' | ' | ' | ' | ' | ' | ' | 5,699,000 | ' |
total liabilities | 1,589,000 | 1,228,000 | ' | ' | ' | ' | ' | ' | 17,804,000 | ' |
Common stock | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | 2,000 | ' |
Additional paid in capital | 28,369,000 | 28,369,000 | ' | ' | ' | ' | ' | ' | 27,165,000 | ' |
Deficit accumulated | 1,167,000 | 796,000 | ' | ' | ' | ' | ' | ' | -7,757,000 | ' |
Non-controlling interest | ' | ' | ' | ' | ' | ' | ' | ' | 3,175,000 | ' |
TOTAL STOCKHOLDERS' EQUITY | 27,203,000 | 27,574,000 | 27,967,000 | -79,000 | -49,000 | -25,000 | -12,000 | 17,000 | 22,585,000 | ' |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $28,792,000 | $28,802,000 | ' | ' | ' | ' | ' | ' | $40,389,000 | ' |