Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'Professional Diversity Network, Inc. | ' |
Entity Central Index Key | '0001546296 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 6,309,845 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $5,609,138 | $18,736,495 |
Accounts receivable | 1,542,643 | 1,218,112 |
Short-term investments | 11,876,078 | ' |
Prepaid expenses and other current assets | 331,882 | 99,094 |
Total current assets | 19,359,741 | 20,053,701 |
Property and equipment, net | 55,957 | 54,781 |
Security deposits | 12,644 | 12,644 |
Prepaid license fee | 450,000 | ' |
Capitalized technology, net | 616,296 | 692,511 |
Goodwill | 735,328 | 735,328 |
Trade name | 90,400 | 90,400 |
Deferred tax asset | 893,421 | 380,832 |
Total assets | 22,213,787 | 22,020,197 |
Current Liabilities: | ' | ' |
Accounts payable | 306,581 | 222,961 |
Accrued expenses | 710,239 | 188,462 |
Deferred revenue | 1,377,015 | 1,024,420 |
Warrant liability | 71,689 | 85,221 |
Total current liabilities | 2,465,524 | 1,521,064 |
Commitments and contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Common stock, $0.01 par value, 25,000,000 shares authorized, 6,318,227 shares issued as of June 30, 2014 and December 31, 2013 and 6,309,845 and 6,316,027 shares outstanding as of June 30, 2014 and December 31, 2013 | 63,182 | 63,182 |
Additional paid in capital | 21,909,289 | 21,883,593 |
Accumulated deficit | -2,187,091 | -1,436,387 |
Treasury stock, at cost; 8,382 shares at June 30, 2014 and 2,200 shares at December 31, 2013 | -37,117 | -11,255 |
Total stockholders' equity | 19,748,263 | 20,499,133 |
Total liabilities and stockholders' equity | $22,213,787 | $22,020,197 |
CONDENSED_BALANCE_SHEETS_Parat
CONDENSED BALANCE SHEETS (Parathetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CONDENSED BALANCE SHEETS [Abstract] | ' | ' |
Common stock, par value per share | $0.01 | $0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 6,318,227 | 6,318,227 |
Common stock, shares outstanding | 6,309,845 | 6,316,027 |
Treasury stock, shares | 8,382 | 2,200 |
CONDENSED_STATEMENTS_OF_COMPRE
CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Recruitment services | $585,106 | $556,111 | $1,401,450 | $1,091,791 |
Consumer advertising and consumer marketing solutions revenue | 447,181 | 420,809 | 868,491 | 804,932 |
Total revenues | 1,032,287 | 976,920 | 2,269,941 | 1,896,723 |
Costs and expenses: | ' | ' | ' | ' |
Cost of services | 395,754 | 247,005 | 762,225 | 486,218 |
Sales and marketing | 763,083 | 576,018 | 1,559,527 | 1,031,827 |
General and administrative | 572,018 | 527,048 | 1,107,715 | 948,114 |
Depreciation and amortization | 93,648 | 60,563 | 184,555 | 115,987 |
Gain on sale of property and equipment | ' | ' | ' | -4,734 |
Total costs and expenses | 1,824,503 | 1,410,634 | 3,614,022 | 2,577,412 |
Loss from operations | -792,216 | -433,714 | -1,344,081 | -680,689 |
Other income (expense) | ' | ' | ' | ' |
Interest expense | ' | ' | ' | -155,137 |
Interest and other income | 1,010 | 9,132 | 67,256 | 14,357 |
Other income (expense), net | 1,010 | 9,132 | 67,256 | -140,780 |
Change in fair value of warrant liability | -30,277 | 200,495 | 13,532 | 311,303 |
Loss before income taxes | -821,483 | -224,087 | -1,263,293 | -510,166 |
Income tax (benefit) expense | -333,322 | -90,925 | -512,589 | 104,812 |
Net loss | -488,161 | -133,162 | -750,704 | -614,978 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Net loss | -488,161 | -133,162 | -750,704 | -614,978 |
Unrealized gains on marketable securities | ' | -8,799 | ' | -5,361 |
Comprehensive loss | -488,161 | -141,961 | -750,704 | -620,339 |
Net loss per common share, basic and diluted | ($0.08) | ($0.02) | ($0.12) | ($0.12) |
Shares used in computing pro forma net loss per common share: | ' | ' | ' | ' |
Basic and diluted | 6,313,717 | 6,318,227 | 6,314,866 | 5,318,564 |
Pro-forma computation related to conversion to a C corporation upon completion of initial public offering | ' | ' | ' | ' |
Historical pre-tax net loss before taxes | -821,483 | -224,087 | -1,263,293 | -510,166 |
Pro-forma tax benefit | -333,322 | -90,925 | -512,589 | -225,295 |
Pro-forma net loss | ($488,161) | ($133,162) | ($750,704) | ($284,871) |
Unaudited pro-forma loss per share | ($0.08) | ($0.02) | ($0.12) | ($0.05) |
Weighted average number of shares outstanding | 6,313,717 | 6,318,227 | 6,314,866 | 5,318,564 |
CONDENSED_STATEMENT_OF_STOCKHO
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2013 | $20,499,133 | $63,182 | $21,883,593 | ($1,436,387) | ($11,255) |
Balance, shares at Dec. 31, 2013 | ' | 6,318,227 | ' | ' | 2,200 |
Repurchase of common stock | -25,862 | ' | ' | ' | -25,862 |
Repurchase of common stock, shares | 6,182 | ' | ' | ' | 6,182 |
Stock-based compensation | 25,696 | ' | 25,696 | ' | ' |
Net loss | -750,704 | ' | ' | -750,704 | ' |
Balance at Jun. 30, 2014 | $19,748,263 | $63,182 | $21,909,289 | ($2,187,091) | ($37,117) |
Balance, shares at Jun. 30, 2014 | ' | 6,318,227 | ' | ' | 8,382 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($750,704) | ($614,978) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 184,554 | 115,987 |
Deferred tax (benefit) expense | -512,589 | 104,812 |
Stock-based compensation expense | 25,696 | ' |
Change in fair value of warrant liability | -13,532 | -311,303 |
Gain on sale of property and equipment | ' | -4,734 |
Interest added to notes payable | ' | 16,881 |
Accretion of interest on notes payable | ' | 138,255 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 125,469 | 1,541,798 |
Accounts payable | 83,620 | -40,850 |
Accrued expenses | 71,777 | 31,386 |
Prepaid expenses and other current assets | -232,788 | -109,828 |
Deferred income | -97,405 | ' |
Net cash (used in) provided by operating activities | -1,115,902 | 867,426 |
Cash flows from investing activities: | ' | ' |
Proceeds from maturities of short-term investments | 3,100,000 | ' |
Purchases of short-term investments | -14,976,078 | ' |
Cash paid to purchase technology | ' | -200,000 |
Costs incurred to develop technology | -97,918 | -164,875 |
Sale of property and equipment | ' | 6,203 |
Purchases of property and equipment | -11,597 | -32,564 |
Net cash used in investing activities | -11,985,593 | -391,236 |
Cash flows from financing activities: | ' | ' |
Distributions to members | ' | -200,000 |
Proceeds from IPO, net of offering costs | ' | 19,474,565 |
Deferred IPO costs | ' | -479,356 |
Repurchase of common stock | -25,862 | ' |
Net cash (used in) provided by financing activities | -25,862 | 18,795,209 |
Net (decrease) increase in cash and cash equivalents | -13,127,357 | 19,271,399 |
Cash and cash equivalents, beginning of year | 18,736,495 | 868,294 |
Cash and cash equivalents, end of period | 5,609,138 | 20,139,693 |
Supplemental disclosures of other cash flow information: | ' | ' |
Cash paid for income taxes | ' | ' |
Cash paid for interest | ' | ' |
Non-cash disclosures: | ' | ' |
Accrued expenses related to license fee | 450,000 | ' |
IPO costs in accounts payable | ' | 30,567 |
Deferred revenue in accounts receivable | ' | 65,836 |
Conversion of notes payable to equity | ' | 1,643,036 |
Reduction of additional paid-in capital for deferred IPO costs | ' | $1,342,163 |
Description_of_Business
Description of Business | 6 Months Ended |
Jun. 30, 2014 | |
Description of Business [Abstract] | ' |
Description of Business | ' |
1. Description of Business | |
Professional Diversity Network, Inc. (the "Company," "Professional Diversity Network," "we," "our" and "us") is a corporation organized under the laws of Delaware, originally formed as IH Acquisition, LLC under the laws of the State of Illinois on October 3, 2003. The Company operates online professional networking communities with career resources specifically tailored to the needs of different diverse cultural groups including: Women, Hispanic-Americans, African-Americans, Asian-Americans, Disabled, Military Professionals, Lesbians, Gay, Bisexual and Transgender (LGBT), and Students and Graduates seeking to transition from education to career. The networks' purposes, among others, are to assist its members in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect members with prospective employers. The Company's technology platform is integral to the operation of its business. | |
Liquidity_Financial_Condition_
Liquidity, Financial Condition and Management's Plans | 6 Months Ended | ||
Jun. 30, 2014 | |||
Liquidity, Financial Condition and Management's Plans [Abstract] | ' | ||
Liquidity, Financial Condition and Management's Plans | ' | ||
2. Liquidity, Financial Condition and Management's Plans | |||
The Company funds its operations principally from cash on hand and accounts receivable collected. | |||
The Company completed an initial public offering ("IPO") of its equity securities on March 8, 2013 and received $19,474,565 in proceeds, net of offering costs. | |||
As more fully described in Note 9 below, we entered into a diversity recruitment partnership agreement with LinkedIn Corporation ("LinkedIn") on November 12, 2012, which became effective on January 1, 2013 and terminated on March 29, 2014. Under our business agreement with LinkedIn, LinkedIn made fixed quarterly payments to us in the amount of $500,000 per quarter and paid us commissions for sales of our services in excess of certain thresholds. The agreement with LinkedIn terminated on March 29, 2014 and, as a result, LinkedIn is no longer a reseller of the Company's products or services and the Company will not receive the fixed quarterly payments of $500,000 or have the potential to earn additional commission revenue from LinkedIn. The termination of our agreement with LinkedIn will have a material impact on revenue and operating cash flow in the near term. However, as of March 30, 2014, we are permitted to market and sell our products to any company, including those 1,000 companies on LinkedIn's restricted account list because as part of our termination arrangement with LinkedIn, the restricted account list will no longer apply. The Company has implemented a plan to actively engage with the 1,000 companies that were formerly restricted from us by the agreement with LinkedIn. In addition, we are also marketing to customers that had purchased our products through contracts with LinkedIn with the intent of renewing those contracts directly as they expire over the coming 12 months. We feel that our existing salesforce has the capacity to service the additional potential customers we are targeting as a result of the termination of the LinkedIn agreement. | |||
The termination of our agreement with LinkedIn will have a material impact on revenue and operating cash flow during the year ending December 31, 2014. In response to this and to help mitigate the impact of the loss of revenue, the Company is adjusting its business plan and focusing on its key areas of strength, including, but not limited to: | |||
· | Our ability to sell directly to all potential customers and earn 100% of each sale; | ||
· | Eliminate key account restrictions imposed on us during the effective time of the LinkedIn agreement; | ||
· | Benefit from new enhanced Equal Employment Opportunity-Office of Federal Contract Compliance Program regulations enhancing demand for our products and services; | ||
· | Benefit from the strength of our business foundation and management team; and | ||
· | Pursue potential acquisition opportunities in the recruitment industry. | ||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
3. Summary of Significant Accounting Policies | |||||||||||||
The accompanying unaudited condensed financial statements as of June 30, 2014 and for the three and six months then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission ("SEC") and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed balance sheet as of June 30, 2014, condensed statements of comprehensive loss for the three and six months ended June 30, 2014 and 2013, the condensed statements of cash flows for the six months ended June 30, 2014 and 2013, and the condensed statements of stockholders' equity for the six months ended June 30, 2014 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company's annual report on Form 10-K, which was filed with the SEC on March 27, 2014. | |||||||||||||
Accounting Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas that required management to make estimates and assumptions that affect the amounts and disclosures in the financial statements include revenue recognition, valuation of goodwill, trade name and URL, costs capitalized to develop technology, the Company's estimated useful lives of assets and warrants granted in connection with financing transactions. Actual results could differ from those estimates. | |||||||||||||
Significant Accounting Policies - There have been no material changes to the Company's significant accounting policies as compared to the significant accounting policies described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on March 27, 2014. | |||||||||||||
Short-Term Investments - All highly liquid investments that have an original maturity of greater than 90 days but less than one year at the date of purchase are classified as short-term investments. The Company classifies short-term investments as held to maturity and carries them at amortized cost if the Company has the positive intent and ability to hold the securities to maturity. As of June 30, 2014, short-term investments consist of certificates of deposit, municipal bonds and corporate fixed income bonds. | |||||||||||||
Advertising and Marketing Expenses - Advertising and marketing expenses are expensed as incurred. For the three months ended June 30, 2014 and 2013, the Company incurred advertising and marketing expenses of approximately $169,000 and $216,000, respectively. For the six months ended June 30, 2014 and 2013, the Company incurred advertising and marketing expenses of approximately $331,000 and $395,000, respectively. These amounts are included in sales and marketing expenses in the accompanying statements of comprehensive loss. | |||||||||||||
Income Taxes - As a result of the Company's completion of its IPO, the Company's results of operations are taxed as a C Corporation. Prior to the IPO, the Company's operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying condensed financial statements for periods prior to March 4, 2013 (the date on which the tax status changed to a C Corporation). | |||||||||||||
This change in tax status in 2013 to a taxable entity resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of the Company's assets and liabilities as of the date of the IPO. This resulted in a net deferred tax benefit of $512,589 and a net deferred tax expense of $104,812 being recognized and included in the tax provision for the six months ended June 30, 2014 and 2013, respectively. The tax benefit and expense were determined using an effective tax rate of 40.6% for the periods ended June 30, 2014 and for the period from March 4, 2013 (the date on which the tax status changed to a C Corporation) to June 30, 2013. | |||||||||||||
The unaudited pro forma computation of income tax benefit included in the condensed statements of comprehensive loss, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Pro forma taxes are based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. Therefore, the unaudited pro forma amounts are for informational purposes only and are intended to be indicative of the results of operations had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. | |||||||||||||
Fair Value of Financial Assets and Liabilities- Financial instruments, including cash and cash equivalents, short-term investments, accounts payable and accrued liabilities, are carried at historical cost. Management believes that the recorded amounts approximate fair value due to the short-term nature of these instruments. | |||||||||||||
The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: | |||||||||||||
Level 1 - quoted prices in active markets for identical assets or liabilities | |||||||||||||
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable | |||||||||||||
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |||||||||||||
The following table presents a summary of fair value measurements for certain financial instruments measured at fair value on a recurring basis: | |||||||||||||
Financial Instrument | Level | June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||||
Warrant liability | 3 | $ | 71,689 | $ | 85,221 | ||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company's accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company's accounting and finance department and are approved by the Chief Financial Officer. | |||||||||||||
Level 3 Valuation Techniques: | |||||||||||||
Level 3 financial liabilities consist of warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||
The Company uses the Black-Scholes option pricing model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company's stock price, contractual terms, maturity, and risk free rates, as well as volatility. | |||||||||||||
A significant decrease in the volatility or a significant decrease in the Company's stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the derivative liabilities are recorded in "change in fair value of warrant liability" in the Company's condensed consolidated statements of operations. | |||||||||||||
As of June 30, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | |||||||||||||
Net Loss per Share - The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. The computation of basic net loss per share for the three and months ended June 30, 2014 and 2013 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. | |||||||||||||
2014 | 2013 | ||||||||||||
Warrants to purchase common stock | 131,250 | 131,250 | |||||||||||
Stock options | 183,000 | - | |||||||||||
314,250 | 131,250 | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
In July 2013, the FASB ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company adopted ASU 2013-11 effective January 1, 2014 and the adoption did not have an impact on the condensed financial statements but may have an impact in future periods. | |||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASU 201-09). ASU 201-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company's condensed financial statements and disclosures. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation" (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period ("ASU 2014-12"). ASU 2014-12 affects entities that grant their employees share-based payments in which terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-12 will have on the Company's consolidated financial statements and disclosures. |
Capitalized_Technology
Capitalized Technology | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Capitalized Technology [Abstract] | ' | ||||||||
Capitalized Technology | ' | ||||||||
4. Capitalized Technology | |||||||||
Capitalized Technology, net is as follows: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Capitalized cost: | |||||||||
Balance, beginning of period | $ | 1,289,099 | $ | 734,291 | |||||
Additional capitalized cost | 97,918 | 354,808 | |||||||
Purchased technology | - | 200,000 | |||||||
Balance, end of period | $ | 1,387,017 | $ | 1,289,099 | |||||
Accumulated amortization: | |||||||||
Balance, beginning of period | $ | 596,588 | $ | 331,401 | |||||
Provision for amortization | 174,133 | 265,187 | |||||||
Balance, end of period | $ | 770,721 | $ | 596,588 | |||||
Capitalized Technology, net | $ | 616,296 | $ | 692,511 | |||||
Amortization expense of $89,107 and $56,125 for the three months ended June 30, 2014 and 2013, respectively, and $174,133 and $107,619 for the six months ended June 30, 2014 and 2013, respectively, is recorded in depreciation and amortization expense in the accompanying condensed statements of comprehensive loss. | |||||||||
Accrued_Expenses
Accrued Expenses | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
5. Accrued Expenses | |||||||||
Accrued expenses consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Payroll liabilities | $ | 92,914 | $ | 41,930 | |||||
License fee | 450,000 | - | |||||||
Deferred payment from acquisition | 75,000 | 25,000 | |||||||
Deferred rent | 9,288 | 13,932 | |||||||
Sales and marketing | 15,660 | 11,250 | |||||||
Cost of services | 43,526 | 10,546 | |||||||
Consulting | - | 60,000 | |||||||
Other | 23,851 | 25,804 | |||||||
$ | 710,239 | $ | 188,462 |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
6. Commitments and Contingencies | |
Lease Obligations - The Company leases office space under two operating lease agreements. The Company leases approximately 4,600 square feet of office space for its headquarters. The lease provides for monthly rental payments of $6,386 and is scheduled to expire on June 30, 2015. The Company also leases approximately 1,900 square feet of office space for its events business in Minnesota. The lease provides for monthly rental payments of $2,551 and is scheduled to expire on September 30, 2014. | |
Rent expense, amounting to $20,164 and $17,755 for the three months ended June 30, 2014 and 2013, respectively, and $45,577 and $44,246 for the six months ended June 30, 2014 and 2013, respectively, is included in general and administrative expense in the condensed statements of comprehensive loss. | |
Warrant_Liability
Warrant Liability | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Warrant Liability [Abstract] | ' | ||||||||
Warrant Liability | ' | ||||||||
7. Warrant Liability | |||||||||
The common stock purchase warrants issued to the underwriters in the Company's IPO in March 2013 have certain cash settlement features that require them to be recorded as liability instruments. At issuance, a portion of the proceeds from the IPO were allocated to the value of the warrant and recorded as an offering cost, reducing the proceeds from the IPO. Accordingly, as a liability, the warrant obligations are adjusted to fair value at the end of each reporting period with the change in value reported in the statement of operations. Such fair values were estimated using the Black-Scholes option pricing model. The Company will continue to adjust the warrant liability for changes in fair value until the earlier of the exercise, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants. | |||||||||
The warrant liability was valued using the Black-Scholes option pricing model and the following assumptions on the following dates: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Strike price | $ | 10 | $ | 10 | |||||
Market price | $ | 4.07 | $ | 4.61 | |||||
Expected life | 4.68 years | 5.17 years | |||||||
Risk-free interest rate | 1.62 | % | 0.86 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility | 43 | % | 39 | % | |||||
Warrants outstanding | 131,250 | 131,250 | |||||||
Fair value of warrants | $ | 71,689 | $ | 85,221 | |||||
The fair value of the warrant liability decreased to $71,689 at June 30, 2014 from $85,221 at December 31, 2013. Accordingly, the Company decreased the warrant liability by $13,532 to reflect the change in the fair value of the warrant instruments for the six month ended June 30, 2014, which is included in the accompanying condensed statements of comprehensive loss. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||
Beginning balance | $ | (85,221 | ) | ||||||
Decrease in net value of warrant liability | 13,532 | ||||||||
Ending balance | $ | (71,689 | ) | ||||||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
8. Stockholders' Equity | |||||||||||||||||
Preferred Stock - The Company has no preferred stock issued. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that allow the Company's Board of Directors to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock. | |||||||||||||||||
Common Stock - The Company has one class of common stock outstanding with a total number of shares authorized of 25,000,000. As of June 30, 2014, the Company had 6,309,845 shares of common stock outstanding. | |||||||||||||||||
Share Repurchase Program - On April 29, 2013, the Company announced that its Board of Directors authorized a share repurchase program pursuant to which the Company could repurchase up to $1 million of its outstanding common stock. The program was renewed by the Board of Directors on November 30, 2013 for an additional six-month period expiring on May 31, 2014. The repurchases under the program were permitted to be made from time to time at prevailing market prices in open market or privately negotiated transactions, depending upon market conditions. The manner, timing and amount of any repurchases were determined by the Company based on an evaluation of market conditions, stock price and other factors. Under the program, the purchases were funded from available working capital, and the repurchased shares are held in treasury. The program did not obligate the Company to acquire any particular amount of common stock. As of June 30, 2014, the Company had acquired 8,382 shares of its outstanding common stock in exchange for $37,117. The share repurchase has been recorded as treasury stock, at cost, in the accompanying condensed balance sheets at June 30, 2014 and December 31, 2013. The Company acquired 6,182 shares during the six months ended June 30, 2014 in exchange for $25,862. | |||||||||||||||||
Equity Incentive Plans - Prior to the consummation of our IPO, we adopted the 2013 Equity Compensation Plan under which we reserved 500,000 shares of our common stock for the purpose of providing equity incentives to our employees, officers, directors and consultants including options, restricted stock, restricted stock units, stock appreciation rights, other equity awards, annual incentive awards and dividend equivalents. The plan provides for a maximum of 500,000 shares that could be acquired upon the exercise of a stock option or the vesting of restricted stock. The plan was approved by our stockholders prior to the consummation of our IPO. | |||||||||||||||||
The following table summarizes the Company's stock option activity for the six months ended June 30, 2014: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2013 | - | $ | - | - | $ | 0 | |||||||||||
Granted | 187,000 | 3.45 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | (4,000 | ) | (3.45 | ) | |||||||||||||
Outstanding - June 30, 2014 | 183,000 | $ | 3.45 | 9.8 | $ | 113,460 | |||||||||||
Exercisable - June 30, 2014 | - | - | - | $ | - | ||||||||||||
A summary of the changes in the Company's unvested stock options is as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Options | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Unvested - December 31, 2013 | - | $ | - | ||||||||||||||
Granted | 187,000 | 1.65 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited or Canceled | (4,000 | ) | 1.65 | ||||||||||||||
Unvested - June 30, 2014 | 183,000 | $ | 1.65 | ||||||||||||||
On March 31, 2014, the Company granted 187,000 stock options to certain directors, senior management and employees for future services. These options had a fair value of $308,350 using the Black-Sholes option-pricing model with the following assumptions: | |||||||||||||||||
Risk-free interest rate | 2.02 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected volatility | 48.14 | % | |||||||||||||||
Expected term | 6 years | ||||||||||||||||
The options are exercisable at an exercise price of $3.45 per share over a ten-year term and vest over three years. The Company recorded $25,696 as compensation expense during the three and six months ended June 30, 2014 pertaining to this grant. | |||||||||||||||||
Total unrecognized compensation expense related to unvested stock awards at June 30, 2014 amounts to $276,608 and is expected to be recognized over a weighted average period of 2.75 years. | |||||||||||||||||
Customer_Concentration
Customer Concentration | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Customer Concentration [Abstract] | ' | ||||||||||||||||||||||||
Customer Concentration | ' | ||||||||||||||||||||||||
9. Customer Concentration | |||||||||||||||||||||||||
The Company's revenues were historically highly dependent on two customers: LinkedIn and Apollo Education Group, Inc. ("Apollo Group" or "Apollo"). The Company anticipates that the end of its reseller relationship with LinkedIn will materially and adversely affect the Company's business, operating results and financial condition. Additionally, if Apollo seeks to renegotiate its agreement on terms less favorable to the Company and the Company accepts such unfavorable terms, or if the Company seeks to negotiate better terms but is unable to do so, then the Company's business, operating results and financial condition would be materially and adversely affected. As discussed below, our agreement with LinkedIn terminated on March 29, 2014. | |||||||||||||||||||||||||
The following table shows significant concentrations in our revenues and accounts receivable for the periods indicated. | |||||||||||||||||||||||||
Percentage of Revenue | Percentage of Revenue | Percentage of Accounts | |||||||||||||||||||||||
During the Three | During the Six | Receivable at | |||||||||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | June 30, | December 31, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
0 | % | 51 | % | 22 | % | 53 | % | 0 | % | 41 | % | ||||||||||||||
Apollo | 34 | % | 39 | % | 31 | % | 39 | % | 32 | % | 19 | % | |||||||||||||
Recruitment Revenue | |||||||||||||||||||||||||
Revenues from the Company's recruitment services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed or determinable and collectability is probable. The Company's recruitment revenue is derived from the Company's agreements through single and multiple job postings, recruitment media, talent recruitment communities, basic and premier corporate memberships, hiring campaign marketing and advertising, e-newsletter marketing and research and outreach services. | |||||||||||||||||||||||||
On November 12, 2012, we entered into a diversity recruitment partnership agreement with LinkedIn, which became effective on January 1, 2013 and terminated on March 29, 2014. Pursuant to our agreement, LinkedIn could resell diversity-based job postings to its customers, as well as recruitment advertising on our websites. Our agreement with LinkedIn provided that LinkedIn make fixed quarterly payments to us in the amount of $500,000 per quarter. The fixed quarterly payments were payable regardless of sales volumes or any other performance metric. Under the LinkedIn agreement, we also could have earned commissions for sales of our services by LinkedIn in excess of certain thresholds. We do not obtain information about commissions earned from LinkedIn, if any, until within 60 days following the end of any fiscal quarter. Accordingly, any commission earned from LinkedIn sales during the fiscal quarter ended March 31, 2014 is reflected in our financial statements for the subsequent quarter, subject to the applicable revenue recognition criteria being met. As a result of the termination of the agreement, LinkedIn is no longer a reseller of our products or services and we no longer receive the fixed quarterly payments of $500,000 or have the potential to earn additional commission revenue from LinkedIn. As part of the termination agreement, we no longer have post termination restrictions on our ability to sell any employers our diversity recruitment services. Additionally, as part of our termination with LinkedIn, we will provide ongoing job postings and reporting for those employers to whom LinkedIn sold our diversity recruitment services. We are not restricted from entering into a direct recruitment relationship with those companies that are using our products and services via the LinkedIn reseller agreement. We did not earn a commission from LinkedIn during the three and six months ended June 30, 2014 and 2013. Our revenue derived from the LinkedIn contract during the three months ended June 30, 2014 and 2013 was $0 and $500,000, respectively, and $494,444 and $1,000,000 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||
Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events as well as revenue from LinkedIn and the Company's direct eCommerce sales. | |||||||||||||||||||||||||
On September 30, 2013, the Company enhanced its diversity recruitment offerings by acquiring Personnel Strategies, Inc. ("PSI"), a company that had been operating diversity focused job fairs throughout the United States for over 20 years. PSI is now being operated as the events division of the Company, creating networking events that assist corporations in their compliance initiatives, while providing diverse professionals with face-to-face time with corporate recruiters. Revenue from the events business was $144,947 and $0 for the three months ended June 30, 2014 and 2013, respectively, and $245,130 and $0 for the six months ended June 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||
On June 30, 2014, the Company entered into Licensing Agreements with AudioEye, Inc. which gives the Company certain rights to market, sell, distribute and incorporate into its services the proprietary software product known as Audio Internet within the United States to its current and future customers. Audio Internet is a technology that utilizes patented architecture to deliver a fully accessible audio equivalent of a visual website or mobile website in a compliant format that can be navigated, utilized, interacted with and transacted from without the use of a monitor or mouse. | |||||||||||||||||||||||||
The first licensing agreement ("First Agreement") allows the Company to sell the products to customers in the private sector, corporate and enterprise online jobs posting and e-recruiting markets. The First Agreement specifically excludes sales to SAP AG and Monster Worldwide, Inc. The First Agreement gives the Company exclusive rights to sell within the United States for the first twelve months and on a non-exclusive basis thereafter. The Company agreed to pay AudioEye, Inc. a license fee of $225,000 for the license and a royalty fee of 12% of revenue generated from the sales and/or licensing of the Audio Internet product. | |||||||||||||||||||||||||
The second licensing agreement ("Second Agreement") allows the Company to sell the products to customers that are Federal, State or local governmental entities (excluding SAP AG and Monster Worldwide, Inc.) within the United States on an exclusive basis for the first twelve months and a non-exclusive basis thereafter. The Company agreed to pay AudioEye, Inc. a license fee of $225,000 for the license and a royalty fee of 12% of revenue generated from the sales and/or licensing of the Audio Internet product. | |||||||||||||||||||||||||
In addition the Company entered into a two year Sales Representation Agreement with AudioEye, Inc. which designates the Company as the exclusive agent of the product within the markets for twelve months and a non-exclusive agent thereafter. AudioEye, Inc. will pay the Company a non-refundable service fee of $450,000 for marketing and sales services plus a commission of 25% of gross service and support fees billed to the end users by Audioeye, Inc. | |||||||||||||||||||||||||
Consumer Advertising and Consumer Marketing Solutions Revenue | |||||||||||||||||||||||||
The Company provides career opportunity services to our various partner organizations and to Apollo Group, the parent company of The University of Phoenix, through advertising and job postings on their websites. We work with our partners and Apollo to develop customized websites and job boards where the partners and Apollo can generate advertising, job postings and career services to their members, students and alumni. Revenue is recognized for Apollo ratably over the life of the contract. Partner revenue is recognized as jobs are posted to their hosted sites. | |||||||||||||||||||||||||
In September 2011, the Company entered into an agreement with Apollo that provides for a fixed monthly fee of $116,667 for services and technical solutions provided by the Company to the University of Phoenix and its students and alumni. The agreement may be renewed annually. The agreement was most recently renewed on February 14, 2014 and will expire on February 28, 2015, unless it is renewed. The primary service provided is for recruitment solutions for the University of Phoenix student and alumni career services. The Company recognized revenue under this agreement in the amount of $350,000 during the three months ended June 30, 2014 and 2013 and $700,000 during the six months ended June 30, 2014 and 2013. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
10. Subsequent Events | |
On July 11, 2014, the Company, NAPW Merger Sub Inc., a newly formed Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), NAPW, Inc., a New York corporation ("NAPW"), and Matthew B. Proman, the sole shareholder of NAPW ("Proman"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides for, among other things, a business combination whereby NAPW will merge with and into Merger Sub, with Merger Sub as the surviving entity (the "Merger"). As a result of the Merger, the separate corporate existence of NAPW will cease and Merger Sub will continue as the surviving corporation, will be a wholly-owned subsidiary of the Company, and will be renamed "NAPW, Inc.". At the effective time of the Merger, all shares of common stock of NAPW issued and outstanding immediately prior to the effective time of the Merger will be converted into and become the right to receive 5,110,975 shares of the Company's common stock, which will be issued to Proman as NAPW's sole shareholder. In addition, pursuant to separate subscription agreements, 959,096 shares will be issued to Star Jones, NAPW's President and National Spokeswoman and 239,774 shares will be issued to Christopher Wesser, NAPW's General Counsel, as set forth in the Merger Agreement. Also, at the effective time of the Merger, the Company, as additional consideration, will pay to Proman, in cash, $3,450,000 and issue to Proman (i) a promissory note in the original principal amount of $550,000, (ii) an option to purchase 183,000 shares of the Company's common stock at a price of $3.45 per share, (iii) a warrant to purchase 50,000 shares of the Company's common stock at a price of $4.00 per share and (iv) a warrant to purchase 131,250 shares of the Company's common stock at a price of $10.00 per share (collectively, the "Option Consideration"). In consideration for its services as financial advisor to the Company, at the effective time of the Merger, the Company will also issue to Aegis Capital Corp. a warrant to purchase 50,000 shares of the Company's common stock with an exercise price of $4.00 per share. The issuance of the 6,309,845 shares as consideration for the Merger will dilute the ownership and voting interests of the Company's existing stockholders. Upon the issuance of such shares and the Option Consideration in connection with the Merger, the recipients will own 50% of the Company's issued and outstanding common stock and 50% of the Company's common stock on a fully-diluted basis. Therefore, the ownership and voting interests of the Company's existing stockholders will be proportionately reduced. The Company is required to continue to operate its business in the ordinary course pending the merger and not take certain specified actions prior to the completion of the proposed merger. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Accounting Estimates | ' | ||||||||||||
Accounting Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas that required management to make estimates and assumptions that affect the amounts and disclosures in the financial statements include revenue recognition, valuation of goodwill, trade name and URL, costs capitalized to develop technology, the Company's estimated useful lives of assets and warrants granted in connection with financing transactions. Actual results could differ from those estimates. | |||||||||||||
Significant Accounting Policies | ' | ||||||||||||
Significant Accounting Policies - There have been no material changes to the Company's significant accounting policies as compared to the significant accounting policies described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the SEC on March 27, 2014. | |||||||||||||
Short-Term Investments | ' | ||||||||||||
Short-Term Investments - All highly liquid investments that have an original maturity of greater than 90 days but less than one year at the date of purchase are classified as short-term investments. The Company classifies short-term investments as held to maturity and carries them at amortized cost if the Company has the positive intent and ability to hold the securities to maturity. As of June 30, 2014, short-term investments consist of certificates of deposit, municipal bonds and corporate fixed income bonds. | |||||||||||||
Advertising and Marketing Expenses | ' | ||||||||||||
Advertising and Marketing Expenses - Advertising and marketing expenses are expensed as incurred. For the three months ended June 30, 2014 and 2013, the Company incurred advertising and marketing expenses of approximately $169,000 and $216,000, respectively. For the six months ended June 30, 2014 and 2013, the Company incurred advertising and marketing expenses of approximately $331,000 and $395,000, respectively. These amounts are included in sales and marketing expenses in the accompanying statements of comprehensive loss. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes - As a result of the Company's completion of its IPO, the Company's results of operations are taxed as a C Corporation. Prior to the IPO, the Company's operations were taxed as a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying condensed financial statements for periods prior to March 4, 2013 (the date on which the tax status changed to a C Corporation). | |||||||||||||
This change in tax status in 2013 to a taxable entity resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of the Company's assets and liabilities as of the date of the IPO. This resulted in a net deferred tax benefit of $512,589 and a net deferred tax expense of $104,812 being recognized and included in the tax provision for the six months ended June 30, 2014 and 2013, respectively. The tax benefit and expense were determined using an effective tax rate of 40.6% for the periods ended June 30, 2014 and for the period from March 4, 2013 (the date on which the tax status changed to a C Corporation) to June 30, 2013. | |||||||||||||
The unaudited pro forma computation of income tax benefit included in the condensed statements of comprehensive loss, represents the tax effects that would have been reported had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. Pro forma taxes are based upon the statutory income tax rates and adjustments to income for estimated permanent differences occurring during each period. Actual rates and expenses could have differed had the Company actually been subject to U.S. federal and state income taxes for all periods presented. Therefore, the unaudited pro forma amounts are for informational purposes only and are intended to be indicative of the results of operations had the Company been subject to U.S. federal and state income taxes as a corporation for all periods presented. | |||||||||||||
Fair Value of Financial Assets and Liabilities | ' | ||||||||||||
Fair Value of Financial Assets and Liabilities- Financial instruments, including cash and cash equivalents, short-term investments, accounts payable and accrued liabilities, are carried at historical cost. Management believes that the recorded amounts approximate fair value due to the short-term nature of these instruments. | |||||||||||||
The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: | |||||||||||||
Level 1 - quoted prices in active markets for identical assets or liabilities | |||||||||||||
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable | |||||||||||||
Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions) | |||||||||||||
The following table presents a summary of fair value measurements for certain financial instruments measured at fair value on a recurring basis: | |||||||||||||
Financial Instrument | Level | June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||||
Warrant liability | 3 | $ | 71,689 | $ | 85,221 | ||||||||
Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company's accounting and finance department, who report to the Chief Financial Officer, determine its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company's accounting and finance department and are approved by the Chief Financial Officer. | |||||||||||||
Level 3 Valuation Techniques: | |||||||||||||
Level 3 financial liabilities consist of warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. | |||||||||||||
The Company uses the Black-Scholes option pricing model to value Level 3 financial liabilities at inception and on subsequent valuation dates. This model incorporates transaction details such as the Company's stock price, contractual terms, maturity, and risk free rates, as well as volatility. | |||||||||||||
A significant decrease in the volatility or a significant decrease in the Company's stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the derivative liabilities are recorded in "change in fair value of warrant liability" in the Company's condensed consolidated statements of operations. | |||||||||||||
As of June 30, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | |||||||||||||
Net Loss per Share | ' | ||||||||||||
Net Loss per Share - The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. The computation of basic net loss per share for the three and months ended June 30, 2014 and 2013 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. | |||||||||||||
2014 | 2013 | ||||||||||||
Warrants to purchase common stock | 131,250 | 131,250 | |||||||||||
Stock options | 183,000 | - | |||||||||||
314,250 | 131,250 | ||||||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
In July 2013, the FASB ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company adopted ASU 2013-11 effective January 1, 2014 and the adoption did not have an impact on the condensed financial statements but may have an impact in future periods. | |||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASU 201-09). ASU 201-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company's condensed financial statements and disclosures. | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation" (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period ("ASU 2014-12"). ASU 2014-12 affects entities that grant their employees share-based payments in which terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-12 will have on the Company's consolidated financial statements and disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||
The following table presents a summary of fair value measurements for certain financial instruments measured at fair value on a recurring basis: | |||||||||||||
Financial Instrument | Level | June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||||
Warrant liability | 3 | $ | 71,689 | $ | 85,221 | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||||||
The computation of basic net loss per share for the three and months ended June 30, 2014 and 2013 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. | |||||||||||||
2014 | 2013 | ||||||||||||
Warrants to purchase common stock | 131,250 | 131,250 | |||||||||||
Stock options | 183,000 | - | |||||||||||
314,250 | 131,250 | ||||||||||||
Capitalized_Technology_Tables
Capitalized Technology (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Capitalized Technology [Abstract] | ' | ||||||||
Schedule of Capitalized Technology | ' | ||||||||
Capitalized Technology, net is as follows: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Capitalized cost: | |||||||||
Balance, beginning of period | $ | 1,289,099 | $ | 734,291 | |||||
Additional capitalized cost | 97,918 | 354,808 | |||||||
Purchased technology | - | 200,000 | |||||||
Balance, end of period | $ | 1,387,017 | $ | 1,289,099 | |||||
Accumulated amortization: | |||||||||
Balance, beginning of period | $ | 596,588 | $ | 331,401 | |||||
Provision for amortization | 174,133 | 265,187 | |||||||
Balance, end of period | $ | 770,721 | $ | 596,588 | |||||
Capitalized Technology, net | $ | 616,296 | $ | 692,511 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued Expenses [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Payroll liabilities | $ | 92,914 | $ | 41,930 | |||||
License fee | 450,000 | - | |||||||
Deferred payment from acquisition | 75,000 | 25,000 | |||||||
Deferred rent | 9,288 | 13,932 | |||||||
Sales and marketing | 15,660 | 11,250 | |||||||
Cost of services | 43,526 | 10,546 | |||||||
Consulting | - | 60,000 | |||||||
Other | 23,851 | 25,804 | |||||||
$ | 710,239 | $ | 188,462 |
Warrant_Liability_Tables
Warrant Liability (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Warrant Liability [Abstract] | ' | ||||||||
Schedule of Warrant Liability Fair Value Assumptions | ' | ||||||||
The warrant liability was valued using the Black-Scholes option pricing model and the following assumptions on the following dates: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Strike price | $ | 10 | $ | 10 | |||||
Market price | $ | 4.07 | $ | 4.61 | |||||
Expected life | 4.68 years | 5.17 years | |||||||
Risk-free interest rate | 1.62 | % | 0.86 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Volatility | 43 | % | 39 | % | |||||
Warrants outstanding | 131,250 | 131,250 | |||||||
Fair value of warrants | $ | 71,689 | $ | 85,221 | |||||
Schedule of Changes in Fair Value of Warrant Liability | ' | ||||||||
The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: | |||||||||
Beginning balance | $ | (85,221 | ) | ||||||
Decrease in net value of warrant liability | 13,532 | ||||||||
Ending balance | $ | (71,689 | ) | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stockholders' Equity [Abstract] | ' | ||||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes the Company's stock option activity for the six months ended June 30, 2014: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2013 | - | $ | - | - | $ | 0 | |||||||||||
Granted | 187,000 | 3.45 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | (4,000 | ) | (3.45 | ) | |||||||||||||
Outstanding - June 30, 2014 | 183,000 | $ | 3.45 | 9.8 | $ | 113,460 | |||||||||||
Exercisable - June 30, 2014 | - | - | - | $ | - | ||||||||||||
Summary of Unvested Stock Option Activity | ' | ||||||||||||||||
A summary of the changes in the Company's unvested stock options is as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Options | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Unvested - December 31, 2013 | - | $ | - | ||||||||||||||
Granted | 187,000 | 1.65 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited or Canceled | (4,000 | ) | 1.65 | ||||||||||||||
Unvested - June 30, 2014 | 183,000 | $ | 1.65 | ||||||||||||||
Schedule of Stock Option Fair Value Assumptions | ' | ||||||||||||||||
These options had a fair value of $308,350 using the Black-Sholes option-pricing model with the following assumptions: | |||||||||||||||||
Risk-free interest rate | 2.02 | % | |||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Expected volatility | 48.14 | % | |||||||||||||||
Expected term | 6 years |
Customer_Concentration_Tables
Customer Concentration (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Customer Concentration [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Customer Concentration | ' | ||||||||||||||||||||||||
The following table shows significant concentrations in our revenues and accounts receivable for the periods indicated. | |||||||||||||||||||||||||
Percentage of Revenue | Percentage of Revenue | Percentage of Accounts | |||||||||||||||||||||||
During the Three | During the Six | Receivable at | |||||||||||||||||||||||
Months Ended | Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | June 30, | December 31, | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||
0 | % | 51 | % | 22 | % | 53 | % | 0 | % | 41 | % | ||||||||||||||
Apollo | 34 | % | 39 | % | 31 | % | 39 | % | 32 | % | 19 | % | |||||||||||||
Liquidity_Financial_Condition_1
Liquidity, Financial Condition and Management's Plans (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Liquidity, Financial Condition and Management's Plans [Abstract] | ' | ' |
Proceeds from IPO, net of offering costs | ' | $19,474,565 |
LinkedIn [Member] | ' | ' |
Liquidity, Financial Condition, And Managements Plans [Line Items] | ' | ' |
Amount of fixed quarterly revenue payments owed to company per revenue agreement with customer | $500,000 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Advertising and Marketing Expenses | ' | ' | ' | ' | ' |
Advertising and marketing expenses | $169,000 | $216,000 | ' | $331,000 | $395,000 |
Income Taxes | ' | ' | ' | ' | ' |
Net deferred tax expense | ' | ' | ' | ($512,589) | $104,812 |
Effective income tax rate | ' | ' | 40.60% | 40.60% | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements) (Details) (Recurring [Member], Level 3 [Member], USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Recurring [Member] | Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Warrant liability | $71,689 | $85,221 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Potentially Dilutive Securities) (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dillutive securities | 314,250 | 131,250 |
Warrants to purchase common stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dillutive securities | 131,250 | 131,250 |
Stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dillutive securities | 183,000 | ' |
Capitalized_Technology_Details
Capitalized Technology (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Capitalized cost: | ' | ' | ' | ' | ' |
Balance, beginning of period | ' | ' | $1,289,099 | $734,291 | $734,291 |
Additional capitalized cost | ' | ' | 97,918 | ' | 354,808 |
Purchased technology | ' | ' | ' | 200,000 | 200,000 |
Balance, end of period | 1,387,017 | ' | 1,387,017 | ' | 1,289,099 |
Accumulated amortization: | ' | ' | ' | ' | ' |
Balance, beginning of period | ' | ' | 596,588 | 331,401 | 331,401 |
Provision for amortization | ' | ' | 174,133 | ' | 265,187 |
Balance, end of period | 770,721 | ' | 770,721 | ' | 596,588 |
Capitalized Technology, net | 616,296 | ' | 616,296 | ' | 692,511 |
Amortization expense | $89,107 | $56,125 | $174,133 | $107,619 | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued Expenses [Abstract] | ' | ' |
Payroll liabilities | $92,914 | $41,930 |
License fee | 450,000 | ' |
Deferred payment from acquisition | 75,000 | 25,000 |
Deferred rent | 9,288 | 13,932 |
Sales and marketing | 15,660 | 11,250 |
Cost of services | 43,526 | 10,546 |
Consulting | ' | 60,000 |
Other | 23,851 | 25,804 |
Total accrued expenses | $710,239 | $188,462 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Operating Lease [Line Items] | ' | ' | ' | ' |
Rent expense | $20,164 | $17,755 | $45,577 | $44,246 |
Lease One [Member] | ' | ' | ' | ' |
Operating Lease [Line Items] | ' | ' | ' | ' |
Lease obligation, monthly rent | 6,386 | ' | 6,386 | ' |
Lease square footage | 4,600 | ' | 4,600 | ' |
Lease Two [Member] | ' | ' | ' | ' |
Operating Lease [Line Items] | ' | ' | ' | ' |
Lease obligation, monthly rent | $2,551 | ' | $2,551 | ' |
Lease square footage | 1,900 | ' | 1,900 | ' |
Warrant_Liability_Schedule_of_
Warrant Liability (Schedule of Warrant Liability Valuation) (Details) (Warrant Liability [Member], USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Warrant Liability [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Strike price | $10 | $10 |
Market price | $4.07 | $4.61 |
Expected life | '4 years 8 months 5 days | '5 years 2 months 1 day |
Risk-free interest rate | 1.62% | 0.86% |
Dividend yield | 0.00% | 0.00% |
Volatility | 43.00% | 39.00% |
Warrants outstanding | 131,250 | 131,250 |
Fair value of warrants | $71,689 | $85,221 |
Warrant_Liability_Schedule_of_1
Warrant Liability (Schedule of Change in Fair Value of Level 3 Financial Liabilities) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Derivative [Line Items] | ' | ' | ' | ' |
Decrease in net value of warrant liability | ($30,277) | $200,495 | $13,532 | $311,303 |
Recurring [Member] | Level 3 [Member] | ' | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' | ' |
Beginning balance | ' | ' | -85,221 | ' |
Decrease in net value of warrant liability | ' | ' | 13,532 | ' |
Ending balance | ($71,689) | ' | ($71,689) | ' |
Stockholders_Equity_Narrative_
Stockholders' Equity (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 29, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Stock Options [Member] | Stock Options [Member] | 2013 Equity Compensation Plan [Member] | ||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 25,000,000 | 25,000,000 | ' | 25,000,000 | ' | ' | ' | ' |
Common stock, shares outstanding | 6,309,845 | 6,309,845 | ' | 6,316,027 | ' | ' | ' | ' |
Stock repurchase program, authorized amount | ' | ' | ' | ' | $1,000,000 | ' | ' | ' |
Number of shares repurchased | 8,382 | 8,382 | ' | 2,200 | ' | ' | ' | ' |
Value of shares repurchased | 37,117 | 37,117 | ' | 11,255 | ' | ' | ' | ' |
Repurchase of common stock, shares | ' | 6,182 | ' | ' | ' | ' | ' | ' |
Payments for repurchase of common stock | ' | 25,862 | ' | ' | ' | ' | ' | ' |
Number of shares authorized for issuance under equity incentive plan | ' | ' | ' | ' | ' | ' | ' | 500,000 |
Stock options granted | ' | ' | ' | ' | ' | 187,000 | 187,000 | ' |
Fair value of stock options granted | ' | ' | ' | ' | ' | 308,350 | ' | ' |
Stock options granted, exercise price | ' | ' | ' | ' | ' | $3.45 | $3.45 | ' |
Term | ' | ' | ' | ' | ' | '10 years | ' | ' |
Vesting period | ' | ' | ' | ' | ' | '3 years | ' | ' |
Compensation expense | 25,696 | 25,696 | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | $276,608 | ' |
Period over which compensation expense will be recognized | ' | ' | ' | ' | ' | ' | '2 years 9 months | ' |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Stock Option Activity) (Details) (Stock Options [Member], USD $) | 1 Months Ended | 6 Months Ended |
Mar. 31, 2014 | Jun. 30, 2014 | |
Stock Options [Member] | ' | ' |
Number of Options | ' | ' |
Outstanding - December 31, 2013 | ' | ' |
Granted | 187,000 | 187,000 |
Exercised | ' | ' |
Forfeited or Cancelled | ' | -4,000 |
Outstanding - June 30, 2014 | ' | 183,000 |
Exercisable - June 30, 2014 | ' | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding - December 31, 2013 | ' | ' |
Granted | $3.45 | $3.45 |
Exercised | ' | ' |
Forfeited or Cancelled | ' | ($3.45) |
Outstanding - June 30, 2014 | ' | $3.45 |
Exercisable - June 30, 2014 | ' | ' |
Weighted Average Remaining Contractual Life (in Years) | ' | ' |
Outstanding - June 30, 2014 | ' | '9 years 9 months 18 days |
Exercisable - June 30, 2014 | ' | ' |
Average Intrinsic Value | ' | ' |
Outstanding - December 31, 2013 | ' | $0 |
Outstanding - June 30, 2014 | ' | 113,460 |
Exercisable - June 30, 2014 | ' | ' |
Stockholders_Equity_Schedule_o1
Stockholders' Equity (Schedule of Unvested Stock Options) (Details) (Stock Options [Member], USD $) | 1 Months Ended | 6 Months Ended |
Mar. 31, 2014 | Jun. 30, 2014 | |
Stock Options [Member] | ' | ' |
Number of Options | ' | ' |
Unvested - December 31, 2013 | ' | ' |
Granted | 187,000 | 187,000 |
Vested | ' | ' |
Forfeited or Canceled | ' | -4,000 |
Unvested - June 30, 2014 | ' | 183,000 |
Weighted Average Grant Date Fair Value | ' | ' |
Unvested - December 31, 2013 | ' | ' |
Granted | ' | $1.65 |
Vested | ' | ' |
Forfeited or Canceled | ' | $1.65 |
Unvested - June 30, 2014 | ' | $1.65 |
Stockholders_Equity_Schedule_o2
Stockholders' Equity (Schedule of Stock Option Fair Value Assumptions) (Details) (Stock Options [Member]) | 1 Months Ended |
Mar. 31, 2014 | |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Risk-free interest rate | 2.02% |
Expected dividend yield | 0.00% |
Expected volatility | 48.14% |
Expected term | '6 years |
Customer_Concentration_Details
Customer Concentration (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
AudioEye, Inc. [Member] | AudioEye, Inc. [Member] | AudioEye, Inc. [Member] | LinkedIn [Member] | LinkedIn [Member] | LinkedIn [Member] | LinkedIn [Member] | Apollo Group [Member] | Apollo Group [Member] | Apollo Group [Member] | Apollo Group [Member] | Events Business [Member] | Events Business [Member] | Events Business [Member] | Events Business [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | ||||||
First Licensing Agreement [Member] | Second Licensing Agreement [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | |||||||||||||||||||
LinkedIn [Member] | LinkedIn [Member] | LinkedIn [Member] | LinkedIn [Member] | Apollo Group [Member] | Apollo Group [Member] | Apollo Group [Member] | Apollo Group [Member] | LinkedIn [Member] | LinkedIn [Member] | Apollo Group [Member] | Apollo Group [Member] | |||||||||||||||||||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of fixed quarterly revenue payments owed to company per revenue agreement with customer | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of fixed monthly revenue payments owed to company per revenue agreement with customer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 116,667 | ' | 116,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 51.00% | 22.00% | 53.00% | 34.00% | 39.00% | 31.00% | 39.00% | 0.00% | 41.00% | 32.00% | 19.00% |
Recruitment services | 585,106 | 556,111 | 1,401,450 | 1,091,791 | ' | ' | ' | ' | 0 | 500,000 | 494,444 | 1,000,000 | ' | ' | ' | ' | 144,947 | 0 | 245,130 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consumer advertising and consumer marketing solutions revenue | 447,181 | 420,809 | 868,491 | 804,932 | ' | ' | ' | ' | ' | ' | ' | ' | 350,000 | 350,000 | 700,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License fee | 450,000 | ' | 450,000 | ' | ' | ' | 225,000 | 225,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty fee, percent | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service fee payable | ' | ' | ' | ' | ' | $450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission, percent | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequents_Events_Details
Subsequents Events (Details) (USD $) | 0 Months Ended |
Jul. 11, 2014 | |
Subsequent Event [Line Items] | ' |
Ownership Percentage | 50.00% |
NAPW [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issuable in merger | 6,309,845 |
NAPW [Member] | Aegis Capital Corp. [Member] | ' |
Subsequent Event [Line Items] | ' |
Shares issuable upon exercise of warrants | 50,000 |
Exercise price of warrants | 4 |
NAPW [Member] | Proman [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issuable in merger | 5,110,975 |
Additional cash consideration | 3,450,000 |
Promissory note issued | 550,000 |
Stock options granted | 183,000 |
Stock options granted, exercise price | 3.45 |
NAPW [Member] | Proman [Member] | Warrant [Member] | ' |
Subsequent Event [Line Items] | ' |
Shares issuable upon exercise of warrants | 50,000 |
Exercise price of warrants | 4 |
NAPW [Member] | Proman [Member] | Warrant Two [Member] | ' |
Subsequent Event [Line Items] | ' |
Shares issuable upon exercise of warrants | 131,250 |
Exercise price of warrants | 10 |
NAPW [Member] | Star Jones [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issuable in merger | 959,096 |
NAPW [Member] | Christopher Wesser [Member] | ' |
Subsequent Event [Line Items] | ' |
Number of shares issuable in merger | 239,774 |