Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Entity Registrant Name | Professional Diversity Network, Inc. | |
Entity Central Index Key | 1546296 | |
Current Fiscal Year End Date | -19 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,598,072 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $3,534,791 | $1,519,467 |
Accounts receivable | 2,981,181 | 3,448,748 |
Short-term investments | 2,277,240 | 5,198,878 |
Incremental direct costs | 1,038,572 | 900,868 |
Prepaid license fee | 281,250 | 337,500 |
Prepaid expenses and other current assets | 316,318 | 381,057 |
Deferred tax asset | 58,200 | 58,200 |
Total current assets | 10,487,552 | 11,844,718 |
Property and equipment, net | 788,274 | 874,769 |
Capitalized technology, net | 497,719 | 526,070 |
Goodwill | 45,180,531 | 45,180,531 |
Intangible assets, net | 14,203,138 | 14,934,225 |
Merchant reserve | 1,165,959 | 860,849 |
Security deposits | 376,160 | 371,310 |
Total assets | 72,699,333 | 74,592,472 |
Current Liabilities: | ||
Accounts payable | 4,561,370 | 4,941,135 |
Accrued expenses | 1,204,565 | 549,727 |
Deferred revenue | 10,387,133 | 10,078,938 |
Customer deposits | 281,250 | 337,500 |
Notes payable | 1,357,582 | 1,389,386 |
Note payable - related party | 439,790 | 437,186 |
Warrant liability | 73,499 | 93,789 |
Capital lease obligations | 15,232 | 15,232 |
Total current liabilities | 18,320,421 | 17,842,893 |
Deferred rent | 45,713 | 25,946 |
Deferred tax liability | 2,111,985 | 3,081,611 |
Total liabilities | 20,478,119 | 20,950,450 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $0.01 par value; 25,000,000 shares authorized; 12,928,072 shares as of March 31, 2015 and December 31, 2014; and 12,719,689 shares outstanding as of March 31, 2015 and December 31, 2014 | 127,280 | 127,280 |
Additional paid in capital | 58,768,392 | 58,646,322 |
Accumulated deficit | -6,637,341 | -5,094,463 |
Treasury stock, at cost; 8,382 shares at March 31, 2015 and December 31, 2014 | -37,117 | -37,117 |
Total stockholders' equity | 52,221,214 | 53,642,022 |
Total liabilities and stockholders' equity | $72,699,333 | $74,592,472 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parathetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CONDENSED CONSOLIDATED 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 | 12,928,072 | 12,928,072 |
Common stock, shares outstanding | 12,719,689 | 12,719,689 |
Treasury stock, shares | 8,382 | 8,382 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | ||
Recruitment services | $846,662 | $816,343 |
Consumer advertising and marketing solutions | 72,301 | 421,310 |
Membership fees and related services | 6,788,680 | |
Lead generation | 2,759,104 | |
Products sales and other | 235,693 | |
Total revenues | 10,702,440 | 1,237,653 |
Costs and expenses: | ||
Cost of revenues | 1,711,546 | 366,471 |
Sales and marketing | 6,615,511 | 796,444 |
General and administrative | 3,943,681 | 535,696 |
Depreciation and amortization | 934,923 | 90,907 |
Total costs and expenses | 13,205,661 | 1,789,518 |
Loss from operations | -2,503,221 | -551,865 |
Other (expense) income | ||
Interest expense | -45,631 | |
Interest and other income | 16,058 | 66,246 |
Other (expense) income, net | -29,573 | 66,246 |
Change in fair value of warrant liability | 20,290 | 43,809 |
Loss before income tax benefit | -2,512,504 | -441,810 |
Income tax benefit | -969,626 | -179,267 |
Net loss | ($1,542,878) | ($262,543) |
Net loss per common share, basic and diluted | ($0.12) | ($0.04) |
Weighted average shares used in computing net loss per common share: | ||
Basic and diluted | 12,719,689 | 6,316,207 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2014 | $53,642,022 | $127,280 | $58,646,322 | ($5,094,463) | ($37,117) |
Balance, shares at Dec. 31, 2014 | 12,728,071 | 8,382 | |||
Stock-based compensation | 122,070 | 122,070 | |||
Net loss | -1,542,878 | ||||
Balance at Mar. 31, 2015 | $52,221,214 | $127,280 | $58,768,392 | ($6,637,341) | ($37,117) |
Balance, shares at Mar. 31, 2015 | 12,728,071 | 8,382 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($1,542,878) | ($262,543) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 934,923 | 90,906 |
Deferred tax benefit | -969,626 | -179,267 |
Stock-based compensation expense | 122,070 | |
Amortization of prepaid license fees | 56,250 | |
Amortization of premium on short-term investments, net | 42,638 | |
Amortization of customer deposits | -56,250 | |
Change in fair value of warrant liability | -20,290 | -43,809 |
Accretion of debt discount | 2,604 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 435,763 | 258,155 |
Prepaid expenses and other current assets | 64,739 | -252,547 |
Incremental direct costs | -137,704 | |
Accounts payable | -379,765 | 176,593 |
Accrued expenses | 654,838 | 75,076 |
Deferred revenue | 308,195 | -209,699 |
Deferred rent | 19,767 | |
Net cash used in operating activities | -464,726 | -347,135 |
Cash flows from investing activities: | ||
Proceeds from maturities of short-term investments | 2,879,000 | |
Purchases of short-term investments | -7,500,341 | |
Costs incurred to develop technology | -62,587 | -48,313 |
Purchases of property and equipment | -26,403 | -11,597 |
Security deposit | -4,850 | |
Net cash used in investing activities | 2,785,160 | -7,560,251 |
Cash flows from financing activities: | ||
Merchant reserve | -305,110 | |
Net cash provided by financing activities | -305,110 | |
Net (decrease) increase in cash and cash equivalents | 2,015,324 | -7,907,386 |
Cash and cash equivalents, beginning of year | 1,519,467 | 18,736,495 |
Cash and cash equivalents, end of year | 3,534,791 | 10,829,109 |
Supplemental disclosures of other cash flow information: | ||
Cash paid for income taxes | 4,631 | |
Cash paid for interest | ||
Non-cash disclosures: | ||
Working capital adjustment to note payable | $31,804 |
Description_of_Business
Description of Business | 3 Months Ended |
Mar. 31, 2015 | |
Description of Business [Abstract] | |
Description of Business | 1. Description of Business |
Professional Diversity Network, Inc. is both the operator of the Professional Diversity Network (the “Company,” “we,” “our,” “us,” “PDN Network,” “PDN” or the “Professional Diversity Network”) and a holding company for NAPW, Inc., a wholly-owned subsidiary of the Company and the operator of the National Association of Professional Women (the “NAPW Network” or “NAPW”), as well as Noble Voice LLC and Compliant Lead LLC (collectively, “Noble Voice”), each of which is a wholly-owned subsidiary of the Company and together provide career consultation services. The Company 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 PDN Network 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 registered users in their efforts to connect with like-minded individuals, identify career opportunities within the network and connect with prospective employers. The Company's technology platform is integral to the operation of its business. The NAPW Network is an exclusive women-only professional networking organization, whereby its members can develop their professional networks, further their education and skills, and promote their business and career accomplishments. NAPW provides its members with opportunities to network and develop valuable business relationships with other professionals though its website, as well as at events hosted at its local chapters across the country. The Noble Voice division typically conducts over 30,000 career consultations per week. Noble Voice monetizes these consultations by using proprietary technology to drive inexpensive online traffic to our offline call center and generating value-added leads for the Company's strategic partners who provide continuing education and career services. | |
Liquidity_Financial_Condition_
Liquidity, Financial Condition and Management's Plans | 3 Months Ended |
Mar. 31, 2015 | |
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. | |
In April 2015, the Company sold an aggregate of 1,670,000 shares of the Company's common stock at $3.00 per share for gross proceeds of $5,010,000. Net proceeds, after the payment of commissions and legal and other expenses, amounted to approximately $4.4 million. | |
The Company is closely monitoring and controlling operating costs and capital requirements and has developed an operating plan for 2015 which is projected to result in positive operating cash flow by December 31, 2015. The Company is also leveraging the benefits of the combined operations and has actively begun eliminating duplicative costs across the organization. The Company has also developed new products that leverage the operating strengths of the three distinct business units and anticipate positive market acceptance. Management believes that the Company's cash, investments on hand and anticipated cash to be received from expected future sales will be sufficient to sustain operations for the next twelve months. However, there can be no assurances that the plans and actions proposed by management will be successful, that the Company will generate anticipated revenues, or that unforeseen circumstances will not require additional funding sources in the future or effectuate plans to conserve liquidity. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies | |||||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | ||||||||||||||||||
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis, for the years ended December 31, 2014 and 2013. The financial information as of December 31, 2014 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The interim results for the three months ended Mach 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any future interim periods. | ||||||||||||||||||
Use of Estimates - The preparation of unaudited condensed consolidated financial statements in conformity with 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. | ||||||||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. | ||||||||||||||||||
Principles of Consolidation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||
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. The Company did not sell or transfer any of its marketable securities during the three months ended March 31, 2015 and does not anticipate selling or transferring these investments before their maturity date. As of March 31, 2015 and December 31, 2014, the short-term investments, consisting of municipal bonds and corporate fixed income bonds, are classified as “Level 2.” | ||||||||||||||||||
31-Mar-15 | ||||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 249,775 | $ | 803 | $ | - | $ | 250,578 | ||||||||||
Municipal bonds | 484,509 | - | (9,139 | ) | 475,370 | |||||||||||||
Corporate fixed income bonds | 1,542,956 | - | (5,767 | ) | 1,537,189 | |||||||||||||
$ | 2,277,240 | $ | 803 | $ | (14,906 | ) | $ | 2,263,137 | ||||||||||
31-Dec-14 | ||||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 1,099,775 | $ | 1,168 | $ | - | $ | 1,100,943 | ||||||||||
Municipal bonds | 536,046 | - | (6,572 | ) | 529,474 | |||||||||||||
Corporate fixed income bonds | 3,563,057 | 808,948 | - | 4,372,005 | ||||||||||||||
$ | 5,198,878 | $ | 810,116 | $ | (6,572 | ) | $ | 6,002,422 | ||||||||||
Revenue Recognition – Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) services are performed, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. | ||||||||||||||||||
Recruitment Revenue | ||||||||||||||||||
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. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company's direct e-commerce sales. | ||||||||||||||||||
Consumer Advertising and Consumer Marketing Solutions Revenue | ||||||||||||||||||
The Company provides career opportunity services to its various partner organizations through advertising and job postings on their websites. The Company works with its partners to develop customized websites and job boards where the partners can generate advertising, job postings and career services to their members, students and alumni. Partner revenue is recognized as jobs are posted to their hosted sites. | ||||||||||||||||||
Membership Fees and Related Services | ||||||||||||||||||
Membership fees are collected up-front and member benefits become available immediately; however those benefits must remain available over the 12 month membership period. At the time of enrollment, membership fees are recorded as a liability under deferred revenue and are recognized as revenue ratably over the 12 month membership period. Members who are enrolled in an annual payment plan may cancel their membership in the program at any time and receive a partial refund (amount remaining in deferred revenue) or due to consumer protection legislation, a full refund based on the policies of the member's credit card company. | ||||||||||||||||||
Revenue from related membership services are derived from fees for development and set-up of a member's personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed. | ||||||||||||||||||
Lead Generation Revenue | ||||||||||||||||||
The Company derives lead generation revenues pursuant to arrangements with for-profit educational centers. Under these arrangements, the Company matches educational centers with potential candidates, pursuant to specific parameters defined in each arrangement. The Company invoices the educational centers on a monthly basis based upon the number of leads provided. Revenues related to lead generation are recognized at the time the educational centers are invoiced. | ||||||||||||||||||
Product Sales and Other Revenue | ||||||||||||||||||
Products offered to members relate to custom made plaques and an annual registry book. Product sales are recognized as liabilities under deferred revenue at the time the initial order is placed. Revenue is then recognized at the time these products are shipped. The Company's shipping and handling costs are included in cost of sales in the accompanying condensed consolidated statements of comprehensive loss. | ||||||||||||||||||
Advertising and Marketing Expenses - Advertising and marketing expenses are expensed as incurred or the first time the advertising takes place. The production costs of advertising are expensed the first time the advertising takes place, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefit. Direct-response advertising consists primarily of advertising contracts and is amortized over the life of the applicable contract. For the three months ended March 31, 2015 and 2014, the Company incurred advertising and marketing expenses of approximately $1,540,000 and $162,000, respectively. These amounts are included in sales and marketing expenses in the accompanying condensed consolidated statements of comprehensive loss. At March 31, 2015 and December 31, 2014, advertising costs of $36,511 and $0, respectively, are recorded in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||
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 | March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||||
Warrant liability | 3 | $ | 73,499 | $ | 93,789 | |||||||||||||
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 comprehensive loss. | ||||||||||||||||||
As of March 31, 2015 and December 31, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | ||||||||||||||||||
The warrant liability was valued using the Black-Scholes option pricing model and the following assumptions on the following dates: | ||||||||||||||||||
March 31, | December 31, | |||||||||||||||||
2015 | 2014 | |||||||||||||||||
Strike price | $ | 10 | $ | 10 | ||||||||||||||
Market price | $ | 4.85 | $ | 4.87 | ||||||||||||||
Expected life | 3.93 years | 4.17 years | ||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.62 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||||
Volatility | 39 | % | 42 | % | ||||||||||||||
Warrants outstanding | 131,250 | 131,250 | ||||||||||||||||
Fair value of warrants | $ | 73,499 | $ | 93,789 | ||||||||||||||
The Company decreased the warrant liability by $20,290 to reflect the change in the fair value of the warrant instruments for the three months ended March 31, 2015. The following table sets forth a summary of the changes in the fair value of the Level 3 financial liabilities that are measured at fair value on a recurring basis: | ||||||||||||||||||
Balance – January 1, 2015 | $ | (93,789 | ) | |||||||||||||||
Decrease in net value of warrant liability | 20,290 | |||||||||||||||||
Balance – March 31, 2015 | $ | (73,499 | ) | |||||||||||||||
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 months ended March 31, 2015 and 2014 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. | ||||||||||||||||||
2015 | 2014 | |||||||||||||||||
Warrants to purchase common stock | 362,500 | 131,250 | ||||||||||||||||
Stock options | 358,857 | 187,000 | ||||||||||||||||
Unvested restricted stock | 200,001 | - | ||||||||||||||||
921,358 | 318,250 | |||||||||||||||||
Recently Issued Accounting Pronouncements – Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed financial statements. | ||||||||||||||||||
Subsequent Events – The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the condensed consolidated financial statements were issued are disclosed as subsequent events, while the condensed consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. | ||||||||||||||||||
Acquisitions
Acquisitions | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions [Abstract] | |||||
Acquisitions | 4. Acquisitions | ||||
On November 26, 2014, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Global Outreach Ventures, Inc. (“Global Outreach”), Eric Bull (“Mr. Bull”), Terri Gladwell (“Ms. Gladwell”) and Sergio Zlobin (“Mr. Zlobin,” and together with Mr. Bull and Ms. Gladwell, the “Stockholders”), pursuant to which the Company acquired all of the issued and outstanding membership interests of Noble Voice's wholly-owned subsidiaries, Noble Voice LLC (“Old Noble Voice”) and Compliant Lead LLC (“Compliant” and, together with Old Noble Voice, “Noble Voice”) for an aggregate purchase price of $1,389,386, consisting of a promissory note (see Note 7). | |||||
On September 24, 2014 (the “Closing Date”), NAPW, Inc., operator of the National Association of Professional Women, became part of the Company upon the closing of the Company's merger transaction with NAPW Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), NAPW, Inc., a New York corporation (“Old NAPW”), and Matthew B. Proman, the sole shareholder of Old NAPW (“Mr. Proman”), pursuant to an Agreement and Plan of Merger, dated as of July 11, 2014 (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, on the Closing Date, Old NAPW merged with and into Merger Sub (the “Merger”). As a result of the Merger, the separate corporate existence of Old NAPW ceased and Merger Sub continues as the surviving corporation, a wholly-owned subsidiary of the Company and was renamed “NAPW, Inc.” | |||||
Pursuant to the Merger Agreement, the Company acquired all issued and outstanding shares of Old NAPW's common stock for an aggregate purchase price consisting of (i) 5,110,975 shares of Common Stock of the Company, which were issued to Mr. Proman, (ii) 959,096 shares of Common Stock, which were issued pursuant to a subscription agreement to Star Jones, NAPW's President and National Spokeswoman, (iii) 239,774 shares of Common Stock, which were issued pursuant to a subscription agreement to Christopher Wesser, NAPW's General Counsel (together with the shares issued to Mr. Proman and Ms. Jones, the “Merger Shares”), (iv) cash of $3,555,000, (v) a promissory note in the original principal amount of $445,000 payable to Mr. Proman (see Note 8) (vi) an option for Mr. Proman to purchase 183,000 shares of the Company's Common Stock at a price of $3.45 per share, (vi) a warrant for Mr. Proman to purchase 50,000 shares of the Company's Common Stock at a price of $4.00 per share and (vii) a warrant for Mr. Proman to purchase 131,250 shares of the Company's Common Stock at a price of $10.00 per share. | |||||
The following unaudited consolidated pro forma information gives effect to the acquisitions of Noble Voice and NAPW as if these transactions had occurred on January 1, 2014. The following pro forma information is presented for illustration purposes only and is not necessarily indicative of the results that would have been attained had the acquisitions been completed on January 1, 2014, nor are they indicative of results that may occur in any future periods. Pro forma information is not presented for the three months ended March 31, 2015, as the Company's results of operations include the consolidated results for the full period. | |||||
March 31, | |||||
2014 | |||||
Revenues | $ | 10,229,027 | |||
Net loss | $ | (2,216,751 | ) | ||
Net loss per share: | |||||
Basic and diluted | $ | (0.17 | ) | ||
Weighted average shares outstanding: | |||||
Basic and diluted | 12,725,871 |
Capitalized_Technology
Capitalized Technology | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Capitalized Technology [Abstract] | |||||||
Capitalized Technology | 5. Capitalized Technology | ||||||
Capitalized Technology, net is as follows: | |||||||
March 31, | |||||||
2015 | |||||||
Capitalized cost: | |||||||
Balance, beginning of period | $ | 1,469,413 | |||||
Additional capitalized cost | 62,587 | ||||||
Balance, end of period | $ | 1,532,000 | |||||
Accumulated amortization: | |||||||
Balance, beginning of period | $ | 943,343 | |||||
Provision for amortization | 90,938 | ||||||
Balance, end of period | $ | 1,034,281 | |||||
Capitalized Technology, net | $ | 497,719 | |||||
Amortization expense of $90,938 and $85,026 for the three months ended March 31 2015 and 2014, respectively, is recorded in depreciation and amortization expense in the accompanying condensed consolidated statements of comprehensive loss. | |||||||
Intangible_Assets
Intangible Assets | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Intangible Assets | 6. Intangible Assets | |||||||||||
Intangible assets, net is as follows: | ||||||||||||
31-Mar-15 | Useful Lives | Gross | Accumulated Amortization | Net Carrying | ||||||||
(Years) | Carrying | Amount | ||||||||||
Amount | ||||||||||||
Long-lived intangible assets: | ||||||||||||
Sales Process | 10 | $ | 3,970,000 | $ | (204,014) | $ | 3,765,986 | |||||
Paid Member Relationships | 5 | 890,000 | (91,472) | 798,528 | ||||||||
Member Lists | 5 | 8,957,000 | (920,581) | 8,036,419 | ||||||||
Developed Technology | 3 | 978,000 | (147,667) | 830,333 | ||||||||
Trade Name/Trademarks | 4 | 480,000 | (59,861) | 420,139 | ||||||||
Customer Relationships | 5 | 280,000 | (18,667) | 261,333 | ||||||||
15,555,000 | (1,442,262) | 14,112,738 | ||||||||||
Indefinite-lived intangible assets: | ||||||||||||
Trade Name | 90,400 | |||||||||||
Intangible assets, net | $ | 14,203,138 | ||||||||||
Future annual estimated amortization expense is summarized as follows: | ||||||||||||
Years ending December 31, | ||||||||||||
2015 (nine months) | $ | 2,151,300 | ||||||||||
2016 | 2,868,400 | |||||||||||
2017 | 2,802,233 | |||||||||||
2018 | 2,563,872 | |||||||||||
2019 | 1,846,697 | |||||||||||
Thereafter | 1,880,236 | |||||||||||
$ | 14,112,738 |
Note_Payable
Note Payable | 3 Months Ended |
Mar. 31, 2015 | |
Note Payable [Abstract] | |
Note Payable | 7. Note Payable |
In connection with the Company's acquisition of Old Noble Voice, and Compliant, the Company entered into a non-interest bearing promissory note (“NV Promissory Note”) with Victory Holdings Group, LLC (“Victory Holdings”), a company owned by a former member of Noble Voice. Pursuant to NV Promissory Note, Old Noble Voice and Compliant agreed to pay Victory Holdings an aggregate initial amount of $1,389,386. The initial amount to be repaid under the NV Promissory Note is subject to modification based upon collected accounts receivable and assumed accounts payable included in the acquisition. The NV Promissory Note requires monthly payments, subject to the modifications as defined in the Purchase Agreement, beginning on January 2, 2015 through and including December 1, 2015. The NV Promissory Note is secured by a security interest in the accounts receivable as of the closing date of November 26, 2014. During the three months ended March 31 2015, the NV Promissory Note was contractually reduced by $31,804, based upon the terms of the NV Promissory Note, which requires periodic modification of the amounts due resulting from the Company's analysis of the acquired accounts receivable and assumed accounts payable. At March 31, 2015 and December 31, 2014, the amount outstanding under the NV Promissory Note was $1,357,582 and $1,389,386, respectively. | |
Note_Payable_Related_Party
Note Payable - Related Party | 3 Months Ended |
Mar. 31, 2015 | |
Note Payable - Related Party [Abstract] | |
Note Payable - Related Party | 8. Note Payable – Related Party |
The Company has an outstanding promissory note in the amount of $445,000 (the “Promissory Note”) payable to Matthew Proman, the Company's Executive Vice President and Chief Operating Officer. The Promissory Note matures on August 15, 2015, has an annual interest rate of 0.35% and is due and payable in quarterly installments of $137,500 on each of November 15, 2014, February 15, 2015, May 15, 2015, with a final payment of $32,500 payable on August 15, 2015. However, if NAPW (on a stand-alone basis) on any payment date fails to meet certain performance criteria as of the end of the fiscal quarter then most recently ended with respect to gross revenue and net cash from operations, then the Company's obligation to make payments of principal and accrued interest on that date will be deferred to the next payment date that follows the next fiscal quarter end during which NAPW is able to meet such performance criteria, and the maturity date shall be correspondingly extended until such time as the note may be repaid in full. If NAPW (on a stand-alone basis) on any payment date, as of the end of the fiscal quarter then most recently ended, satisfies the gross revenue performance criteria, but fails to satisfy the cash flow performance criteria, then the Company will only be required to make payments of interest and principal to the extent NAPW has positive cash flows from operations equal to or greater than the amount due, as defined in the Promissory Note. The Promissory Note is not convertible or exchangeable for shares of the Company's Common Stock, is unsecured and may be prepaid, in full or in part, at any time by the Company without premium or penalty. The amounts owing under the Promissory Note may be accelerated upon the occurrence of an event of default. NAPW did not meet the specified performance criteria for the quarter ended March 31, 2015. Accordingly, the payment of the $137,500 due to Mr. Proman on May 15, 2015 will be deferred until August 15, 2015. | |
The stated interest rate of the Promissory Note is 0.35%, which was determined to be below the Company's expected borrowing rate of 4.80%, therefore the Promissory Note was discounted by $10,418 using a 4.45% imputed annual interest rate. The discount is being amortized over the term of the Promissory Note as non-cash interest expense in the condensed consolidated statements of comprehensive loss. | |
The remaining unamortized discount is $5,210 at March 31, 2015. Interest expense amounted to $2,993 and $0 for the three months ended March 31, 2015 and 2014, respectively, which includes amortization of debt discount of $2,604 and $0, respectively. There were no payments made on the Promissory Note during the three months ended March 31, 2015. The Promissory Note, net of the unamortized discount, amounted to $439,790 and $437,186 as of March 31, 2015 and December 31, 2014, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 9. Commitments and Contingencies | ||||
Lease Obligations - The Company leases office space, a corporate apartment, office furniture and equipment under various operating lease agreements. | |||||
The Company leases an office for its headquarters in Illinois, as well as office spaces for its events business, sales and administrative offices under non-cancelable lease arrangements that provide for payments on a graduated basis with various expiration dates. | |||||
Rent expense, amounting to $375,588 and $25,412 for the three months ended March 31, 2015 and 2014, respectively, is included in general and administrative expense in the condensed consolidated statements of comprehensive loss. Included in rent expense for the three months ended March 31, 2015 and 2014 is $15,000 and $0 of sublease income, respectively. | |||||
Future annual minimum payments due under the leases are summarized as follows: | |||||
Year ending December 31, | |||||
2015 (nine months) | $ | 1,265,175 | |||
2016 | 1,639,487 | ||||
2017 | 1,614,844 | ||||
2018 | 1,328,241 | ||||
2019 | 101,187 | ||||
$ | 5,948,934 | ||||
Legal Proceedings | |||||
NAPW, Inc., the Company's wholly-owned subsidiary and successor by merger to Old NAPW, is a defendant in the related cases of Constantino v. NAPW, Inc., No. 0000074/2013 (Sup. Ct., Nassau Co.), filed on January 3, 2013 in the County Court for Nassau County, New York, and DeLisi, et al. v. NAPW, Inc. , No. 2:13-CV-05322 (E.D.N.Y.), filed on September 25, 2013 in federal court for the Eastern District of New York. These cases involve allegations made by four former employees of same sex sexual harassment by a female sales manager over a period of several years. Upon learning of these allegations, which came only after the employees involved were terminated for cause, Old NAPW engaged an independent investigator that conducted an investigation and returned a conclusion that the allegations were unfounded. Both cases are in the advanced stages of discovery. In February of 2015 the defendants, in conjunction with their insurance carrier, made an offer of judgment to the federal plaintiffs. In March of 2015 two of the federal plaintiffs accepted the offers of judgment and are now removed from the case, leaving two federal plaintiffs. In April of 2015, the parties agreed to a settlement in principle, with the agreed-upon settlement amount largely within the limits of applicable insurance. While the parties have not yet finalized their settlement and are working out final logistical details at this time, we do not anticipate the Company's contribution to the settlement will have a material effect on its financial condition. | |||||
Noble Voice LLC, a wholly-owned subsidiary of the Company acquired in connection with the Global Outreach Ventures acquisition, is party to litigation captioned as Expand, Inc. v. Noble Voice LLC et al., CASE NO.: 2014-CA-9366 A (Orange County, FL Circuit Court) pursuant to which Expand, Inc., d/b/a SoftRock, Inc. (“SoftRock”) filed a complaint against Noble Voice LLC and certain other defendants (the “Noble Voice Defendants”) on or about September 10, 2014 alleging the existence of a purported conspiracy by Noble Voice and the other defendants to breach the individual Noble Voice Defendants' Non-Compete Agreements and separate Confidentiality Agreements, misappropriation of trade secrets by some but not all Noble Voice Defendants, tortious interference and seeking injunctive relief. On March 2, 2015 the defendants filed their motion to dismiss all claims. That motion, which if granted would dispose of the claims against defendants, is pending. The outcome of this lawsuit is uncertain, however, the Company believes that the claims asserted are without merit and intends to vigorously defend itself against the claims. | |||||
General Legal Matters | |||||
From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. | |||||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders' Equity |
Preferred Stock – The Company has no preferred stock issued. The Company's 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 March 31, 2015, the Company had 12,719,689 shares of common stock outstanding. | |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Stock-Based Compensation [Abstract] | |||||||||||||||||
Stock-Based Compensation | 11. Stock-Based Compensation | ||||||||||||||||
Equity Incentive Plans – The Company adopted the 2013 Equity Compensation Plan under which the Company reserved 500,000 shares of common stock for the purpose of providing equity incentives to 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 stock options or the vesting of restricted stock. | |||||||||||||||||
Stock Options | |||||||||||||||||
The following table summarizes the Company's stock option activity for the three months ended March 31, 2015: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2014 | 346,000 | $ | 3.45 | 9.4 | $ | 491,320 | |||||||||||
Granted | 32,857 | 4.9 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | (20,000 | ) | (3.45 | ) | |||||||||||||
Outstanding – March 31 2015 | 358,857 | $ | 3.58 | 9.2 | $ | 456,400 | |||||||||||
Exercisable – March 31,2015 | 230,668 | 3.45 | 9.2 | $ | 322,935 | ||||||||||||
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, 2014 | 163,000 | $ | 1.65 | ||||||||||||||
Granted | 32,857 | 1.87 | |||||||||||||||
Vested | (47,668 | ) | (1.65 | ) | |||||||||||||
Forfeited or Canceled | (20,000 | ) | 1.65 | ||||||||||||||
Unvested – March 31, 2015 | 128,189 | $ | 1.71 | ||||||||||||||
On March 23, 2015, the Company granted 32,857 stock options to certain directors for future services. These options had a fair value of $61,443 using the Black-Sholes option-pricing model with the following assumptions: | |||||||||||||||||
Risk-free interest rate | 1.41% | ||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 39.47% | ||||||||||||||||
Expected term | 5.5 years | ||||||||||||||||
The options are exercisable at an exercise price of $4.90 per share over a ten-year term and vest over one year. Compensation expense was deminimus for the three months ended March 31, 2015 pertaining to this grant. | |||||||||||||||||
The Company recorded non-cash compensation expense of $11,403 and $0 for the three months ended March 31, 2015 and 2014, respectively, pertaining to stock options. | |||||||||||||||||
Total unrecognized compensation expense related to unvested stock options at March 31, 2015 amounts to $218,644 and is expected to be recognized over a remaining weighted average period of 1.74 years. | |||||||||||||||||
Warrants | |||||||||||||||||
A summary of warrant activity for the three months ended March 31, 2015 is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Warrants | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2014 | 362,500 | $ | 8.34 | 4.5 | $ | 85,000 | |||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | - | - | |||||||||||||||
Outstanding – March 31, 2015 | 362,500 | $ | 8.34 | 4.3 | $ | 85,000 | |||||||||||
Exercisable – March 31, 2015 | 131,250 | 10 | 3.9 | $ | - | ||||||||||||
All warrants outstanding were fully vested as of March 31, 2015 and December 31, 2014. | |||||||||||||||||
No compensation cost was recognized during the three months ended March 31, 2015 and 2014 pertaining to warrants. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
A summary of restricted stock activity for the three months ended March 31, 2015 is as follows: | |||||||||||||||||
Number of | |||||||||||||||||
Shares | |||||||||||||||||
Unvested - December 31, 2014 | 200,001 | ||||||||||||||||
Granted | - | ||||||||||||||||
Vested | - | ||||||||||||||||
Forfeited or Canceled | - | ||||||||||||||||
Unvested – March 31, 2015 | 200,001 | ||||||||||||||||
The Company recorded non-cash compensation expense of $110,667 and $0 for the three months ended March 31, 2015 and 2014, respectively, pertaining to restricted stock. | |||||||||||||||||
Total unrecognized compensation expense related to unvested restricted stock at March 31, 2015 amounts to $885,339 and is expected to be recognized over a weighted average period of 2.7 years. | |||||||||||||||||
Customer_Concentration
Customer Concentration | 3 Months Ended |
Mar. 31, 2015 | |
Customer Concentration [Abstract] | |
Customer Concentration | 12. Customer Concentration |
The Company's revenues were historically highly dependent on two customers: LinkedIn and the Apollo Group. The Company's agreement with LinkedIn terminated on March 29, 2014 and its agreement with the Apollo Group terminated on October 9, 2014. | |
No individual customers accounted for more than 10% of revenues during the three months ended March 31, 2015. During the three months ended March 31, 2014, LinkedIn and Apollo Group accounted for 40% and 28%, respectively, of the Company's revenues. At March 31, 2015, one customer accounted for 11% of the Company accounts receivable. At December 31, 2014, two customers accounted for 15% and 12% of the Company accounts receivable. | |
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||
Segment Information | 13. Segment Information | ||||||||||||||||
Since the acquisition of Noble Vice on November 26, 2015 and the merger with NAPW on September 24, 2014, the Company operates in three segments: (i) PDN Network, (2) NAPW Network and (3) Noble Voice operations, which are based on its business activities and organization. For the three months ended March 31, 2014, the Company operated a single segment which solely consisted of the business of PDN Network. | |||||||||||||||||
The following tables present key financial information of the Company's reportable segments as of and for the three months ended March 31, 2015: | |||||||||||||||||
Three Months Ended March 31, 2015 | |||||||||||||||||
PDN Network | NAPW Network | Noble Voice | Consolidated | ||||||||||||||
Recruitment services | $ | 846,662 | $ | - | $ | - | $ | 846,662 | |||||||||
Consumer advertising and marketing solutions | 72,301 | - | - | 72,301 | |||||||||||||
Membership fees and related services | - | 6,788,680 | - | 6,788,680 | |||||||||||||
Lead generation | - | - | 2,759,104 | 2,759,104 | |||||||||||||
Products sales and other | - | 235,693 | - | 235,693 | |||||||||||||
Total revenues | 918,963 | 7,024,373 | 2,759,104 | 10,702,440 | |||||||||||||
Loss from operations | (599,904 | ) | (1,549,060 | ) | (354,257 | ) | (2,503,221 | ) | |||||||||
Depreciation and amortization | 96,014 | 793,392 | 45,517 | 934,923 | |||||||||||||
Income tax benefit | (236,980 | ) | (595,035 | ) | (137,611 | ) | (969,626 | ) | |||||||||
Capital expenditures | - | 16,347 | 10,056 | 26,403 | |||||||||||||
Net loss | (372,206 | ) | (954,025 | ) | (216,647 | ) | (1,542,878 | ) | |||||||||
At March 31, 2015 | |||||||||||||||||
Goodwill | $ | 735,328 | $ | 44,445,203 | $ | - | $ | 45,180,531 | |||||||||
Intangible assets, net | 90,400 | 13,521,405 | 591,333 | 14,203,138 | |||||||||||||
Total assets | 6,705,798 | 62,624,260 | 3,369,275 | 72,699,333 |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||
Use of Estimates | Use of Estimates - The preparation of unaudited condensed consolidated financial statements in conformity with 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. | |||||||||||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. | ||||||||||||||||||
Principles of Consolidation | Principles of Consolidation - The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||
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. The Company did not sell or transfer any of its marketable securities during the three months ended March 31, 2015 and does not anticipate selling or transferring these investments before their maturity date. As of March 31, 2015 and December 31, 2014, the short-term investments, consisting of municipal bonds and corporate fixed income bonds, are classified as “Level 2.” | |||||||||||||||||
31-Mar-15 | ||||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 249,775 | $ | 803 | $ | - | $ | 250,578 | ||||||||||
Municipal bonds | 484,509 | - | (9,139 | ) | 475,370 | |||||||||||||
Corporate fixed income bonds | 1,542,956 | - | (5,767 | ) | 1,537,189 | |||||||||||||
$ | 2,277,240 | $ | 803 | $ | (14,906 | ) | $ | 2,263,137 | ||||||||||
31-Dec-14 | ||||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 1,099,775 | $ | 1,168 | $ | - | $ | 1,100,943 | ||||||||||
Municipal bonds | 536,046 | - | (6,572 | ) | 529,474 | |||||||||||||
Corporate fixed income bonds | 3,563,057 | 808,948 | - | 4,372,005 | ||||||||||||||
$ | 5,198,878 | $ | 810,116 | $ | (6,572 | ) | $ | 6,002,422 | ||||||||||
Revenue Recognition | Revenue Recognition – Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) services are performed, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. | |||||||||||||||||
Recruitment Revenue | ||||||||||||||||||
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. Recruitment revenue includes revenue recognized from direct sales to customers for recruitment services and events, as well as revenue from the Company's direct e-commerce sales. | ||||||||||||||||||
Consumer Advertising and Consumer Marketing Solutions Revenue | ||||||||||||||||||
The Company provides career opportunity services to its various partner organizations through advertising and job postings on their websites. The Company works with its partners to develop customized websites and job boards where the partners can generate advertising, job postings and career services to their members, students and alumni. Partner revenue is recognized as jobs are posted to their hosted sites. | ||||||||||||||||||
Membership Fees and Related Services | ||||||||||||||||||
Membership fees are collected up-front and member benefits become available immediately; however those benefits must remain available over the 12 month membership period. At the time of enrollment, membership fees are recorded as a liability under deferred revenue and are recognized as revenue ratably over the 12 month membership period. Members who are enrolled in an annual payment plan may cancel their membership in the program at any time and receive a partial refund (amount remaining in deferred revenue) or due to consumer protection legislation, a full refund based on the policies of the member's credit card company. | ||||||||||||||||||
Revenue from related membership services are derived from fees for development and set-up of a member's personal on-line profile and/or press release announcements. Fees related to these services are recognized as revenue at the time the on-line profile is complete and press release is distributed. | ||||||||||||||||||
Lead Generation Revenue | ||||||||||||||||||
The Company derives lead generation revenues pursuant to arrangements with for-profit educational centers. Under these arrangements, the Company matches educational centers with potential candidates, pursuant to specific parameters defined in each arrangement. The Company invoices the educational centers on a monthly basis based upon the number of leads provided. Revenues related to lead generation are recognized at the time the educational centers are invoiced. | ||||||||||||||||||
Product Sales and Other Revenue | ||||||||||||||||||
Products offered to members relate to custom made plaques and an annual registry book. Product sales are recognized as liabilities under deferred revenue at the time the initial order is placed. Revenue is then recognized at the time these products are shipped. The Company's shipping and handling costs are included in cost of sales in the accompanying condensed consolidated statements of comprehensive loss. | ||||||||||||||||||
Advertising and Marketing Expenses | Advertising and Marketing Expenses - Advertising and marketing expenses are expensed as incurred or the first time the advertising takes place. The production costs of advertising are expensed the first time the advertising takes place, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefit. Direct-response advertising consists primarily of advertising contracts and is amortized over the life of the applicable contract. For the three months ended March 31, 2015 and 2014, the Company incurred advertising and marketing expenses of approximately $1,540,000 and $162,000, respectively. These amounts are included in sales and marketing expenses in the accompanying condensed consolidated statements of comprehensive loss. At March 31, 2015 and December 31, 2014, advertising costs of $36,511 and $0, respectively, are recorded in prepaid expenses and other assets in the accompanying condensed consolidated balance sheets. | |||||||||||||||||
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 | March 31, | December 31, | |||||||||||||||
2015 | 2014 | |||||||||||||||||
Warrant liability | 3 | $ | 73,499 | $ | 93,789 | |||||||||||||
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 comprehensive loss. | ||||||||||||||||||
As of March 31, 2015 and December 31, 2014, there were no transfers in or out of Level 3 from other levels in the fair value hierarchy. | ||||||||||||||||||
The warrant liability was valued using the Black-Scholes option pricing model and the following assumptions on the following dates: | ||||||||||||||||||
March 31, | December 31, | |||||||||||||||||
2015 | 2014 | |||||||||||||||||
Strike price | $ | 10 | $ | 10 | ||||||||||||||
Market price | $ | 4.85 | $ | 4.87 | ||||||||||||||
Expected life | 3.93 years | 4.17 years | ||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.62 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||||
Volatility | 39 | % | 42 | % | ||||||||||||||
Warrants outstanding | 131,250 | 131,250 | ||||||||||||||||
Fair value of warrants | $ | 73,499 | $ | 93,789 | ||||||||||||||
The Company decreased the warrant liability by $20,290 to reflect the change in the fair value of the warrant instruments for the three months ended March 31, 2015. The following table sets forth a summary of the changes in the fair value of the Level 3 financial liabilities that are measured at fair value on a recurring basis: | ||||||||||||||||||
Balance – January 1, 2015 | $ | (93,789 | ) | |||||||||||||||
Decrease in net value of warrant liability | 20,290 | |||||||||||||||||
Balance – March 31, 2015 | $ | (73,499 | ) | |||||||||||||||
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 months ended March 31, 2015 and 2014 excludes the potentially dilutive securities summarized in the table below because their inclusion would be anti-dilutive. | |||||||||||||||||
2015 | 2014 | |||||||||||||||||
Warrants to purchase common stock | 362,500 | 131,250 | ||||||||||||||||
Stock options | 358,857 | 187,000 | ||||||||||||||||
Unvested restricted stock | 200,001 | - | ||||||||||||||||
921,358 | 318,250 | |||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements – Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed financial statements. | |||||||||||||||||
Subsequent Events | Subsequent Events – The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the condensed consolidated financial statements were issued are disclosed as subsequent events, while the condensed consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||
Schedule of Short-Term Investments | 31-Mar-15 | |||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 249,775 | $ | 803 | $ | - | $ | 250,578 | ||||||||||
Municipal bonds | 484,509 | - | (9,139 | ) | 475,370 | |||||||||||||
Corporate fixed income bonds | 1,542,956 | - | (5,767 | ) | 1,537,189 | |||||||||||||
$ | 2,277,240 | $ | 803 | $ | (14,906 | ) | $ | 2,263,137 | ||||||||||
31-Dec-14 | ||||||||||||||||||
Amortized cost | Gross | Gross | Estimated fair | |||||||||||||||
unrealized | unrealized | value | ||||||||||||||||
gains | losses | |||||||||||||||||
Certificates of deposit | $ | 1,099,775 | $ | 1,168 | $ | - | $ | 1,100,943 | ||||||||||
Municipal bonds | 536,046 | - | (6,572 | ) | 529,474 | |||||||||||||
Corporate fixed income bonds | 3,563,057 | 808,948 | - | 4,372,005 | ||||||||||||||
$ | 5,198,878 | $ | 810,116 | $ | (6,572 | ) | $ | 6,002,422 | ||||||||||
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Financial Instrument | Level | March 31, | December 31, | ||||||||||||||
2015 | 2014 | |||||||||||||||||
Warrant liability | 3 | $ | 73,499 | $ | 93,789 | |||||||||||||
Schedule of Warrant Liability Fair Value Assumptions | March 31, | December 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||||
Strike price | $ | 10 | $ | 10 | ||||||||||||||
Market price | $ | 4.85 | $ | 4.87 | ||||||||||||||
Expected life | 3.93 years | 4.17 years | ||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.62 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||||
Volatility | 39 | % | 42 | % | ||||||||||||||
Warrants outstanding | 131,250 | 131,250 | ||||||||||||||||
Fair value of warrants | $ | 73,499 | $ | 93,789 | ||||||||||||||
Schedule of Changes in Fair Value of Warrant Liability | Balance – January 1, 2015 | $ | (93,789 | ) | ||||||||||||||
Decrease in net value of warrant liability | 20,290 | |||||||||||||||||
Balance – March 31, 2015 | $ | (73,499 | ) | |||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 2015 | 2014 | ||||||||||||||||
Warrants to purchase common stock | 362,500 | 131,250 | ||||||||||||||||
Stock options | 358,857 | 187,000 | ||||||||||||||||
Unvested restricted stock | 200,001 | - | ||||||||||||||||
921,358 | 318,250 |
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Acquisitions [Abstract] | |||||
Schedule of Pro Forma Information | March 31, | ||||
2014 | |||||
Revenues | $ | 10,229,027 | |||
Net loss | $ | (2,216,751 | ) | ||
Net loss per share: | |||||
Basic and diluted | $ | (0.17 | ) | ||
Weighted average shares outstanding: | |||||
Basic and diluted | 12,725,871 |
Capitalized_Technology_Tables
Capitalized Technology (Tables) | 3 Months Ended | ||||||
Mar. 31, 2015 | |||||||
Capitalized Technology [Abstract] | |||||||
Schedule of Capitalized Technology | March 31, | ||||||
2015 | |||||||
Capitalized cost: | |||||||
Balance, beginning of period | $ | 1,469,413 | |||||
Additional capitalized cost | 62,587 | ||||||
Balance, end of period | $ | 1,532,000 | |||||
Accumulated amortization: | |||||||
Balance, beginning of period | $ | 943,343 | |||||
Provision for amortization | 90,938 | ||||||
Balance, end of period | $ | 1,034,281 | |||||
Capitalized Technology, net | $ | 497,719 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Intangible Assets [Abstract] | ||||||||||||
Schedule of Intangible Assets | 31-Mar-15 | Useful Lives | Gross | Accumulated Amortization | Net Carrying | |||||||
(Years) | Carrying | Amount | ||||||||||
Amount | ||||||||||||
Long-lived intangible assets: | ||||||||||||
Sales Process | 10 | $ | 3,970,000 | $ | (204,014) | $ | 3,765,986 | |||||
Paid Member Relationships | 5 | 890,000 | (91,472) | 798,528 | ||||||||
Member Lists | 5 | 8,957,000 | (920,581) | 8,036,419 | ||||||||
Developed Technology | 3 | 978,000 | (147,667) | 830,333 | ||||||||
Trade Name/Trademarks | 4 | 480,000 | (59,861) | 420,139 | ||||||||
Customer Relationships | 5 | 280,000 | (18,667) | 261,333 | ||||||||
15,555,000 | (1,442,262) | 14,112,738 | ||||||||||
Indefinite-lived intangible assets: | ||||||||||||
Trade Name | 90,400 | |||||||||||
Intangible assets, net | $ | 14,203,138 | ||||||||||
Schedule of Future Annual Estimated Amortization Expense | Years ending December 31, | |||||||||||
2015 (nine months) | $ | 2,151,300 | ||||||||||
2016 | 2,868,400 | |||||||||||
2017 | 2,802,233 | |||||||||||
2018 | 2,563,872 | |||||||||||
2019 | 1,846,697 | |||||||||||
Thereafter | 1,880,236 | |||||||||||
$ | 14,112,738 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | Year ending December 31, | ||||
2015 (nine months) | $ | 1,265,175 | |||
2016 | 1,639,487 | ||||
2017 | 1,614,844 | ||||
2018 | 1,328,241 | ||||
2019 | 101,187 | ||||
$ | 5,948,934 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Schedule of Unvested Award activity | Number of | Weighted | |||||||||||||||
Options | Average Grant | ||||||||||||||||
Date Fair Value | |||||||||||||||||
Unvested - December 31, 2014 | 163,000 | $ | 1.65 | ||||||||||||||
Granted | 32,857 | 1.87 | |||||||||||||||
Vested | (47,668 | ) | (1.65 | ) | |||||||||||||
Forfeited or Canceled | (20,000 | ) | 1.65 | ||||||||||||||
Unvested – March 31, 2015 | 128,189 | $ | 1.71 | ||||||||||||||
Schedule of Award Fair Value Assumptions | Risk-free interest rate | 1.41% | |||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||
Expected volatility | 39.47% | ||||||||||||||||
Expected term | 5.5 years | ||||||||||||||||
Schedule of Restricted Stock Activity | Number of | ||||||||||||||||
Shares | |||||||||||||||||
Unvested - December 31, 2014 | 200,001 | ||||||||||||||||
Granted | - | ||||||||||||||||
Vested | - | ||||||||||||||||
Forfeited or Canceled | - | ||||||||||||||||
Unvested – March 31, 2015 | 200,001 | ||||||||||||||||
Stock Options [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Schedule of Award Activity | Number of | Weighted | Weighted | Aggregate | |||||||||||||
Options | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2014 | 346,000 | $ | 3.45 | 9.4 | $ | 491,320 | |||||||||||
Granted | 32,857 | 4.9 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | (20,000 | ) | (3.45 | ) | |||||||||||||
Outstanding – March 31 2015 | 358,857 | $ | 3.58 | 9.2 | $ | 456,400 | |||||||||||
Exercisable – March 31,2015 | 230,668 | 3.45 | 9.2 | $ | 322,935 | ||||||||||||
Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Schedule of Award Activity | Number of | Weighted | Weighted | Aggregate | |||||||||||||
Warrants | Average Exercise | Average | Intrinsic Value | ||||||||||||||
Price | Remaining | ||||||||||||||||
Contractual Life | |||||||||||||||||
(in Years) | |||||||||||||||||
Outstanding - December 31, 2014 | 362,500 | $ | 8.34 | 4.5 | $ | 85,000 | |||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited or Canceled | - | - | |||||||||||||||
Outstanding – March 31, 2015 | 362,500 | $ | 8.34 | 4.3 | $ | 85,000 | |||||||||||
Exercisable – March 31, 2015 | 131,250 | 10 | 3.9 | $ | - |
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||
Schedule of Segment Information | Three Months Ended March 31, 2015 | ||||||||||||||||
PDN Network | NAPW Network | Noble Voice | Consolidated | ||||||||||||||
Recruitment services | $ | 846,662 | $ | - | $ | - | $ | 846,662 | |||||||||
Consumer advertising and marketing solutions | 72,301 | - | - | 72,301 | |||||||||||||
Membership fees and related services | - | 6,788,680 | - | 6,788,680 | |||||||||||||
Lead generation | - | - | 2,759,104 | 2,759,104 | |||||||||||||
Products sales and other | - | 235,693 | - | 235,693 | |||||||||||||
Total revenues | 918,963 | 7,024,373 | 2,759,104 | 10,702,440 | |||||||||||||
Loss from operations | (599,904 | ) | (1,549,060 | ) | (354,257 | ) | (2,503,221 | ) | |||||||||
Depreciation and amortization | 96,014 | 793,392 | 45,517 | 934,923 | |||||||||||||
Income tax benefit | (236,980 | ) | (595,035 | ) | (137,611 | ) | (969,626 | ) | |||||||||
Capital expenditures | - | 16,347 | 10,056 | 26,403 | |||||||||||||
Net loss | (372,206 | ) | (954,025 | ) | (216,647 | ) | (1,542,878 | ) | |||||||||
At March 31, 2015 | |||||||||||||||||
Goodwill | $ | 735,328 | $ | 44,445,203 | $ | - | $ | 45,180,531 | |||||||||
Intangible assets, net | 90,400 | 13,521,405 | 591,333 | 14,203,138 | |||||||||||||
Total assets | 6,705,798 | 62,624,260 | 3,369,275 | 72,699,333 |
Liquidity_Financial_Condition_1
Liquidity, Financial Condition and Management's Plans (Details) (Subsequent Event [Member], USD $) | 1 Months Ended |
Apr. 30, 2015 | |
Subsequent Event [Member] | |
Liquidity, Financial Condition, And Managements Plans [Line Items] | |
Number of shares sold | 1,670,000 |
Price per share | $3 |
Net proceeds from initial public offering | $5,010,000 |
Proceeds from shares issued, net of issuance costs | $4,400,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Advertising and Marketing Expenses | |||
Advertising and marketing expenses | $1,540,000 | $162,000 | |
Advertising costs | 36,511 | 0 | |
Income Taxes | |||
Net deferred tax benefit | ($969,626) | ($179,267) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Short-Term Investments) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | $2,277,240 | $5,198,878 |
Gross unrealized gains | 803 | 810,116 |
Gross unrealized losses | -14,906 | -6,572 |
Estimated fair value | 2,263,137 | 6,002,422 |
Certificates of deposit [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 249,775 | 1,099,775 |
Gross unrealized gains | 803 | 1,168 |
Gross unrealized losses | ||
Estimated fair value | 250,578 | 1,100,943 |
Municipal bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 484,509 | 536,046 |
Gross unrealized gains | ||
Gross unrealized losses | -9,139 | -6,572 |
Estimated fair value | 475,370 | 529,474 |
Corporate fixed income bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 1,542,956 | 3,563,057 |
Gross unrealized gains | 808,948 | |
Gross unrealized losses | -5,767 | |
Estimated fair value | $1,537,189 | $4,372,005 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $73,499 | $93,789 |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $73,499 | $93,789 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Schedule of Warrant Liability Valuation) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value of warrants | $73,499 | $93,789 |
Warrant Liability [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Strike price | $10 | $10 |
Market price | $4.85 | $4.87 |
Expected life | 3 years 11 months 5 days | 4 years 2 months 1 day |
Risk-free interest rate | 1.62% | 1.62% |
Dividend yield | 0.00% | 0.00% |
Volatility | 39.00% | 42.00% |
Warrants outstanding | 131,250 | 131,250 |
Fair value of warrants | $73,499 | $93,789 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Schedule of Change in Fair Value of Level 3 Financial Liabilities) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance - January 1, 2015 | ($93,789) | |
Decrease in net value of warrant liability | 20,290 | 43,809 |
Balance - March 31, 2015 | -73,499 | |
Level 3 [Member] | Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance - January 1, 2015 | -93,789 | |
Decrease in net value of warrant liability | 20,290 | |
Balance - March 31, 2015 | ($73,499) |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Schedule of Potentially Dilutive Securities) (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 921,358 | 318,250 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 362,500 | 131,250 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 358,857 | 187,000 |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 200,001 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended |
Mar. 31, 2015 | Nov. 26, 2014 | Dec. 31, 2014 | Sep. 24, 2014 | |
Stock Options [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock options granted | 32,857 | |||
Stock options granted, exercise price | $4.90 | |||
Noble Voice [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $1,389,386 | |||
Notes Issued | 1,389,386 | |||
NAPW [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration paid by the Company | 3,555,000 | |||
NAPW [Member] | Proman [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in acquisition | 5,110,975 | |||
Notes Issued | $445,000 | |||
NAPW [Member] | Proman [Member] | Stock Options [Member] | ||||
Business Acquisition [Line Items] | ||||
Stock options granted | 183,000 | |||
Stock options granted, exercise price | $3.45 | |||
NAPW [Member] | Proman [Member] | Warrant [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issuable upon exercise of warrants | 50,000 | |||
Exercise price of warrants | $4 | |||
NAPW [Member] | Proman [Member] | Warrant Two [Member] | ||||
Business Acquisition [Line Items] | ||||
Shares issuable upon exercise of warrants | 131,250 | |||
Exercise price of warrants | $10 | |||
NAPW [Member] | Star Jones [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in acquisition | 959,096 | |||
NAPW [Member] | Christopher Wesser [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued in acquisition | 239,774 |
Acquisitions_Schedule_of_Pro_F
Acquisitions (Schedule of Pro Forma Information) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Acquisitions [Abstract] | |
Revenues | $10,229,027 |
Net loss | ($2,216,751) |
Net loss per share: Basic and diluted | ($0.17) |
Weighted average shares outstanding: Basic and diluted | 12,725,871 |
Capitalized_Technology_Details
Capitalized Technology (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Capitalized cost: | |||
Balance, beginning of period | $1,469,413 | ||
Additional capitalized cost | 62,587 | ||
Balance, end of period | 1,532,000 | ||
Accumulated amortization: | |||
Balance, beginning of period | 943,343 | ||
Provision for amortization | 90,938 | 85,026 | |
Balance, end of period | 1,034,281 | ||
Capitalized Technology, net | $497,719 | $526,070 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $15,555,000 | |
Accumulated Amortization | -1,442,262 | |
Net Carrying Amount | 14,112,738 | |
Indefinite-lived intangible assets: Trade Name | 90,400 | |
Intangible assets, net | 14,203,138 | 14,934,225 |
Sales Process [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 10 years | |
Gross Carrying Amount | 3,970,000 | |
Accumulated Amortization | -204,014 | |
Net Carrying Amount | 3,765,986 | |
Paid Member Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | 890,000 | |
Accumulated Amortization | -91,472 | |
Net Carrying Amount | 798,528 | |
Member Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | 8,957,000 | |
Accumulated Amortization | -920,581 | |
Net Carrying Amount | 8,036,419 | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 3 years | |
Gross Carrying Amount | 978,000 | |
Accumulated Amortization | -147,667 | |
Net Carrying Amount | 830,333 | |
Trade Name/Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 4 years | |
Gross Carrying Amount | 480,000 | |
Accumulated Amortization | -59,861 | |
Net Carrying Amount | 420,139 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | 280,000 | |
Accumulated Amortization | -18,667 | |
Net Carrying Amount | $261,333 |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Future Annual Estimated Amortization Expense) (Details) (USD $) | Mar. 31, 2015 |
Intangible Assets [Abstract] | |
2015 (nine months) | $2,151,300 |
2016 | 2,868,400 |
2017 | 2,802,233 |
2018 | 2,563,872 |
2019 | 1,846,697 |
Thereafter | 1,880,236 |
Net Carrying Amount | $14,112,738 |
Note_Payable_Details
Note Payable (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||
Promissory note outstanding | $1,357,582 | $1,389,386 |
Noble Voice [Member] | ||
Short-term Debt [Line Items] | ||
Promissory note issued | 1,389,386 | |
Promissory Note reduced | 31,804 | |
Promissory note outstanding | $1,357,582 | $1,389,386 |
Note_Payable_Related_Party_Det
Note Payable - Related Party (Details) (USD $) | 1 Months Ended | 3 Months Ended | ||
Sep. 24, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||||
Interest expense | $45,631 | |||
Accretion of debt discount | 2,604 | |||
Mr. Proman [Member] | Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument, face amount | 445,000 | |||
Maturity date | 15-Aug-15 | |||
Annual interest rate | 0.35% | |||
Payment amount | 137,500 | |||
Expected borrowing rate | 4.80% | |||
Note discount | 10,418 | 5,210 | ||
Imputed annual interest rate | 4.45% | |||
Interest expense | 2,993 | 0 | ||
Accretion of debt discount | 2,604 | 0 | ||
Notes payable | 439,790 | 437,186 | ||
Mr. Proman [Member] | Final Payment [Member] | Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Payment amount | $32,500 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Operating Lease [Line Items] | |||
Rent expense | $375,588 | $25,412 | |
Sub lease income | $15,000 | $0 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Schedule of Future Minimum Lease Payments) (Details) (USD $) | Mar. 31, 2015 |
Commitments and Contingencies [Abstract] | |
2015 (nine months) | $1,265,175 |
2016 | 1,639,487 |
2017 | 1,614,844 |
2018 | 1,328,241 |
2019 | 101,187 |
Total | $5,948,934 |
Stockholders_Equity_Details
Stockholders' Equity (Details) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares outstanding | 12,719,689 | 12,719,689 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 1 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 23, 2015 | Sep. 24, 2014 | |
2013 Equity Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance under equity incentive plan | 500,000 | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $0 | $0 | ||
NAPW [Member] | Warrant [Member] | Mr. Proman [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants issued | 50,000 | |||
Exercise price of warrants | $4 | |||
NAPW [Member] | Warrant Two [Member] | Mr. Proman [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants issued | 131,250 | |||
Exercise price of warrants | $10 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 32,857 | |||
Stock options granted, exercise price | $4.90 | |||
Compensation expense | 11,403 | 0 | ||
Unrecognized compensation expense | 218,644 | |||
Period over which compensation expense will be recognized | 1 year 8 months 26 days | |||
Stock Options [Member] | Certain directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 32,857 | |||
Fair value of stock options granted | 61,443 | |||
Stock options granted, exercise price | $4.90 | |||
Term | 10 years | |||
Vesting period | 1 year | |||
Stock Options [Member] | NAPW [Member] | Mr. Proman [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options granted | 183,000 | |||
Stock options granted, exercise price | $3.45 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 110,667 | 0 | ||
Unrecognized compensation expense | $885,339 | |||
Period over which compensation expense will be recognized | 2 years 8 months 12 days | |||
Restricted stock granted | ||||
Restricted stock vested |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule of Stock Option Activity) (Details) (Stock Options [Member], USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Stock Options [Member] | ||
Number of Options | ||
Outstanding - December 31, 2014 | 346,000 | |
Granted | 32,857 | |
Exercised | ||
Forfeited or Canceled | -20,000 | |
Outstanding - March 31 2015 | 358,857 | 346,000 |
Exercisable - March 31,2015 | 230,668 | |
Weighted Average Exercise Price | ||
Outstanding - December 31, 2014 | $3.45 | |
Granted | $4.90 | |
Exercised | ||
Forfeited or Canceled | ($3.45) | |
Outstanding - March 31 2015 | $3.58 | $3.45 |
Exercisable - March 31,2015 | $3.45 | |
Weighted Average Remaining Contractual Life (in Years) | ||
Outstanding | 9 years 2 months 12 days | 9 years 4 months 24 days |
Exercisable - March 31,2015 | 9 years 2 months 12 days | |
Average Intrinsic Value | ||
Outstanding - December 31, 2014 | $491,320 | |
Outstanding - March 31 2015 | 456,400 | 491,320 |
Exercisable - March 31,2015 | $322,935 |
StockBased_Compensation_Schedu1
Stock-Based Compensation (Schedule of Unvested Stock Options) (Details) (Stock Options [Member], USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Options [Member] | |
Number of Options | |
Unvested - December 31, 2014 | 163,000 |
Granted | 32,857 |
Vested | -47,668 |
Forfeited or Canceled | -20,000 |
Unvested - March 31, 2015 | 128,189 |
Weighted Average Grant Date Fair Value | |
Unvested - December 31, 2014 | $1.65 |
Granted | $1.87 |
Vested | ($1.65) |
Forfeited or Canceled | $1.65 |
Unvested - March 31, 2015 | $1.71 |
StockBased_Compensation_Schedu2
Stock-Based Compensation (Schedule of Stock Option Fair Value Assumptions) (Details) (Stock Options [Member]) | 1 Months Ended |
Mar. 23, 2015 | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 1.41% |
Expected dividend yield | 0.00% |
Expected volatility | 39.47% |
Expected term | 5 years 6 months |
StockBased_Compensation_Schedu3
Stock-Based Compensation (Schedule of Warrant Activity) (Details) (Warrants [Member], USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Warrants [Member] | ||
Number of Warrants | ||
Outstanding - December 31, 2014 | 362,500 | |
Granted | ||
Exercised | ||
Forfeited or Canceled | ||
Outstanding - March 31, 2015 | 362,500 | 362,500 |
Exercisable - March 31, 2015 | 131,250 | |
Weighted Average Exercise Price | ||
Outstanding - December 31, 2014 | $8.34 | |
Outstanding - March 31, 2015 | $8.34 | $8.34 |
Exercisable - March 31, 2015 | $10 | |
Weighted Average Remaining Contractual Life (in Years) | ||
Outstanding | 4 years 3 months 18 days | 4 years 6 months |
Exercisable - March 31, 2015 | 3 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding - December 31, 2014 | $85,000 | |
Outstanding - March 31, 2015 | $85,000 | $85,000 |
StockBased_Compensation_Schedu4
Stock-Based Compensation (Schedule of Restricted Stock Activity) (Details) (Restricted Stock [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
Restricted Stock [Member] | |
Number of Shares | |
Unvested - December 31, 2014 | 200,001 |
Granted | |
Vested | |
Forfeited or Canceled | |
Unvested - March 31, 2015 | 200,001 |
Customer_Concentration_Details
Customer Concentration (Details) (Customer Concentration Risk [Member]) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Revenue [Member] | LinkedIn [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 40.00% | ||
Revenue [Member] | Apollo Group [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.00% | ||
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.00% | 15.00% | |
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||
Recruitment services | $846,662 | $816,343 | |
Consumer advertising and marketing solutions | 72,301 | 421,310 | |
Membership fees and related services | 6,788,680 | ||
Lead generation | 2,759,104 | ||
Products sales and other | 235,693 | ||
Total revenues | 10,702,440 | 1,237,653 | |
Loss from operations | -2,503,221 | -551,865 | |
Depreciation and amortization | 934,923 | 90,906 | |
Income tax benefit | -969,626 | -179,267 | |
Capital expenditures | 26,403 | ||
Net loss | -1,542,878 | -262,543 | |
Goodwill | 45,180,531 | 45,180,531 | |
Intangible assets, net | 14,203,138 | 14,934,225 | |
Total assets | 72,699,333 | 74,592,472 | |
PDN Network [Member] | |||
Segment Reporting Information [Line Items] | |||
Recruitment services | 846,662 | ||
Consumer advertising and marketing solutions | 72,301 | ||
Membership fees and related services | |||
Lead generation | |||
Products sales and other | |||
Total revenues | 918,963 | ||
Loss from operations | -599,904 | ||
Depreciation and amortization | 96,014 | ||
Income tax benefit | -236,980 | ||
Capital expenditures | |||
Net loss | -372,206 | ||
Goodwill | 735,328 | ||
Intangible assets, net | 90,400 | ||
Total assets | 6,705,798 | ||
NAPW Network [Member] | |||
Segment Reporting Information [Line Items] | |||
Recruitment services | |||
Consumer advertising and marketing solutions | |||
Membership fees and related services | 6,788,680 | ||
Lead generation | |||
Products sales and other | 235,693 | ||
Total revenues | 7,024,373 | ||
Loss from operations | -1,549,060 | ||
Depreciation and amortization | 793,392 | ||
Income tax benefit | -595,035 | ||
Capital expenditures | 16,347 | ||
Net loss | -954,025 | ||
Goodwill | 44,445,203 | ||
Intangible assets, net | 13,521,405 | ||
Total assets | 62,624,260 | ||
Noble Voice [Member] | |||
Segment Reporting Information [Line Items] | |||
Recruitment services | |||
Consumer advertising and marketing solutions | |||
Membership fees and related services | |||
Lead generation | 2,759,104 | ||
Products sales and other | |||
Total revenues | 2,759,104 | ||
Loss from operations | -354,257 | ||
Depreciation and amortization | 45,517 | ||
Income tax benefit | -137,611 | ||
Capital expenditures | 10,056 | ||
Net loss | -216,647 | ||
Goodwill | |||
Intangible assets, net | 591,333 | ||
Total assets | $3,369,275 |