Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Entity Registrant Name | Professional Diversity Network, Inc. | |
Entity Central Index Key | 1,546,296 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 14,633,819 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 3,881,217 | $ 1,519,467 |
Accounts receivable | 2,529,657 | 3,448,748 |
Short-term investments | 750,000 | 5,198,878 |
Incremental direct costs | 1,085,288 | 900,868 |
Prepaid license fee | 168,750 | 337,500 |
Prepaid expenses and other current assets | 1,063,598 | 381,057 |
Deferred tax asset | 38,800 | 58,200 |
Total current assets | 9,517,310 | 11,844,718 |
Property and equipment, net | 665,707 | 874,769 |
Capitalized technology, net | 583,870 | 526,070 |
Goodwill | 20,597,067 | 45,180,531 |
Intangible assets, net | 12,768,939 | 14,934,225 |
Merchant reserve | 1,260,849 | 860,849 |
Security deposits | 386,262 | 371,310 |
Total assets | 45,780,004 | 74,592,472 |
Current Liabilities: | ||
Accounts payable | 3,310,342 | 4,941,135 |
Accrued expenses | 2,193,693 | 549,727 |
Deferred revenue | 8,556,511 | 10,078,938 |
Customer deposits | 168,750 | 337,500 |
Notes payable | 62,352 | 1,389,386 |
Promissory note | 445,000 | 437,186 |
Warrant liability | $ 5 | 93,789 |
Capital lease obligations | 15,232 | |
Total current liabilities | $ 14,736,653 | 17,842,893 |
Deferred rent | 89,213 | 25,946 |
Deferred tax liability | 4,571,606 | 3,081,611 |
Total liabilities | $ 19,397,472 | $ 20,950,450 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $0.01 par value; 25,000,000 shares authorized; 14,633,819 and 12,928,072 shares issued as of September 30, 2015 and December 31, 2014, respectively; and 14,425,436 and 12,719,689 shares outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 144,338 | $ 127,280 |
Additional paid in capital | 63,348,378 | 58,646,322 |
Accumulated deficit | (37,073,067) | (5,094,463) |
Treasury stock, at cost; 8,382 shares at September 30, 2015 and December 31, 2014 | (37,117) | (37,117) |
Total stockholders' equity | 26,382,532 | 53,642,022 |
Total liabilities and stockholders' equity | $ 45,780,004 | $ 74,592,472 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parathetical) - $ / shares | Sep. 30, 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 | 14,633,819 | 12,928,072 |
Common stock, shares outstanding | 14,425,436 | 12,719,689 |
Treasury stock, shares | 8,382 | 8,382 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | ||||
Membership fees and related services | $ 5,775,006 | $ 402,397 | $ 19,317,933 | $ 402,397 |
Lead generation | 2,334,276 | 7,853,402 | ||
Recruitment services | 830,250 | $ 712,728 | 2,432,951 | $ 2,114,178 |
Product sales and other | 330,769 | 11,395 | 631,198 | 11,395 |
Consumer advertising and marketing solutions | 73,011 | 448,860 | 209,097 | 1,317,351 |
Total revenues | 9,343,312 | 1,575,380 | 30,444,581 | 3,845,321 |
Costs and expenses: | ||||
Cost of revenues | 1,464,214 | 388,084 | 4,647,520 | 1,150,309 |
Sales and marketing | 5,132,077 | 991,785 | 17,226,640 | 2,551,312 |
General and administrative | 3,748,138 | $ 648,218 | 11,593,955 | $ 1,755,933 |
Impairment expense | 24,717,157 | 24,717,157 | ||
Depreciation and amortization | 925,684 | $ 130,065 | 2,730,880 | $ 314,619 |
Loss on sale of property and equipment | 32,649 | 32,649 | ||
Total costs and expenses | 36,019,919 | $ 2,158,152 | 60,948,801 | $ 5,772,173 |
Loss from operations | (26,676,607) | (582,772) | (30,504,220) | (1,926,852) |
Other (expense) income | ||||
Interest expense | (9,229) | (377) | (84,339) | (377) |
Interest and other income | $ 2,382 | 27,791 | $ 25,566 | 95,047 |
Acquisition related costs | (968,839) | (968,839) | ||
Other expense, net | $ (6,847) | (941,425) | $ (58,773) | (874,169) |
Change in fair value of warrant liability | 2,224 | (34,547) | 93,784 | (21,015) |
Loss before income tax expense (benefit) | (26,681,230) | (1,558,744) | (30,469,209) | (2,822,036) |
Income tax expense (benefit) | 2,976,217 | (617,717) | 1,509,395 | (1,130,306) |
Net loss | $ (29,657,447) | $ (941,027) | $ (31,978,604) | $ (1,691,730) |
Net loss per common share, basic and diluted | $ (2.05) | $ (0.14) | $ (2.33) | $ (0.26) |
Weighted average shares used in computing net loss per common share: | ||||
Basic and diluted | 14,464,789 | 6,721,357 | 13,742,524 | 6,451,852 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (31,978,604) | $ (1,691,730) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,730,880 | 314,619 |
Deferred tax expense (benefit) | $ 1,509,395 | (1,130,306) |
Fair value of warrants issued to advisor in connection with acquisition | $ 138,768 | |
Impairment expense | $ 24,717,157 | |
Stock-based compensation expense | 350,667 | $ 50,292 |
Amortization of prepaid license fees | 168,750 | |
Amortization of premium on short-term investments, net | 76,878 | $ 45,020 |
Amortization of customer deposits | (168,750) | |
Change in fair value of warrant liability | (93,784) | $ 21,015 |
Accretion of debt discount | 7,814 | |
Loss on sale of property and equipment | 32,649 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 886,810 | $ 128,128 |
Prepaid expenses and other current assets | (682,541) | (216,761) |
Incremental direct costs | $ (184,420) | (35,171) |
Prepaid license fee | (393,750) | |
Accounts payable | $ (1,630,793) | (718,067) |
Accrued expenses | 1,510,273 | (402,836) |
Deferred revenue | (1,522,427) | $ (204,664) |
Deferred rent | $ 63,267 | |
Customer deposits | $ 393,750 | |
Net cash used in operating activities | $ (4,206,779) | (3,701,693) |
Cash flows from investing activities: | ||
Proceeds from maturities of short-term investments | 5,297,000 | 6,243,000 |
Purchases of short-term investments | $ (925,000) | (15,525,533) |
Cash paid for acquisition, net of cash acquired | (3,549,802) | |
Costs incurred to develop technology | $ (393,385) | (125,291) |
Purchases of property and equipment | (53,596) | $ (13,300) |
Security deposit | (14,952) | |
Net cash provided by (used in) investing activities | 3,910,067 | $ (12,970,926) |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock | 5,235,300 | |
Repayment of note payable | (1,294,753) | |
Payment of offering costs | (670,877) | |
Merchant reserve | (400,000) | $ 236,480 |
Shares repurchased on vesting of restricted stock | (195,976) | |
Payments of capital leases | $ (15,232) | $ (5,305) |
Repurchase of common stock | (25,862) | |
Merchant cash advances | (447,371) | |
Net cash provided by (used in) financing activities | $ 2,658,462 | (242,058) |
Net increase (decrease) in cash and cash equivalents | 2,361,750 | (16,914,677) |
Cash and cash equivalents, beginning of period | 1,519,467 | 18,736,495 |
Cash and cash equivalents, end of period | 3,881,217 | $ 1,821,818 |
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 | $ 32,281 | |
Increase in goodwill resulting from NAPW legal settlement | $ 133,693 | |
Common stock issued in connection with acquisition of NAPW | $ 35,272,033 | |
Fair value of options issued in connection with acquisition of NAPW | 556,496 | |
Fair value of warrants issued in connection with acquisition of NAPW | 294,342 | |
Note payable - related party acquisition financing | $ 434,582 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 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 37,000 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 | 9 Months Ended |
Sep. 30, 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 and May 2015, the Company sold an aggregate of 1,745,100 3.00 5,235,300 4.6 ). The Company is closely monitoring and controlling operating costs and capital requirements and has developed an operating plan for 2015 and 2016. 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. The Company's continuing efforts to reduce cash outflows and monitor costs is reflected in the improved cash used in operating activities for the three months ended September 30, 2015 of $ 1,391,000 2,351,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 intervening 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. As of December 31, 2014, the short-term investments, consisting of municipal bonds and corporate fixed income bonds, are classified as “Level 2.” September 30, 2015 Amortized cost Gross Gross Estimated fair Certificates of deposit $ 750,000 $ 975 $ - $ 750,975 $ 750,000 $ 975 $ - $ 750,975 December 31, 2014 Amortized cost Gross Gross Estimated fair 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 Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. 24,717,157 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. 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 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. Recruitment Services The Company's recruitment services 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. 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. Consumer Advertising and Marketing Solutions 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. 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 September 30, 2015 and 2014, the Company incurred advertising and marketing expenses of approximately $ 1,506,000 442,000 4,227,000 772,400 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 September 30, 2015 December 31, 2014 Warrant liability 3 $ 5 $ 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 September 30, 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: September 30, 2015 December 31, 2014 Strike price $ 10.00 $ 10.00 Market price $ 0.74 $ 4.87 Expected life 3.42 4.17 Risk-free interest rate 1.62 % 1.62 % Dividend yield 0.00 % 0.00 % Volatility 37 % 42 % Warrants outstanding 131,250 131,250 Fair value of warrants $ 5 $ 93,789 The Company decreased the warrant liability by $93,784 to reflect the change in the fair value of the warrant instruments for the nine months ended September 30, 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 93,784 Balance – September 30, 2015 $ 5 Net Loss per Share - The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic net loss per share for the three and nine months ended September 30, 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 362,500 362,500 Stock options 157,857 366,000 Unvested restricted stock 200,001 - 720,358 728,500 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. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 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 Global Outreach'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 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) 5,110,975 959,096 239,774 3,555,000 445,000 183,000 3.45 50,000 4.00 131,250 10.00 During the quarter ended September 30, 2015, Old NAPW settled a legal case that existed prior to the Merger (see Note 9). As a result of the settlement, the Company recorded an increase in goodwill of $ 133,693 On July 16, 2015, the Company and Mr. Proman entered into a Separation Agreement and Mutual Release of All Claims (the “Separation Agreement”) (see Note 9). 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 and nine months ended September 30, 2015, as the Company's results of operations include the consolidated results for the full period. Three Months Ended September 30, 2014 Nine Months Ended 2014 Revenues $ 13,103,145 $ 34,395,932 Net loss $ (1,487,801 ) $ (4,889,821 ) Net loss per share: Basic and diluted $ (0.12 ) $ (0.38 ) Weighted average shares outstanding: Basic and diluted 12,725,871 12,725,871 |
Capitalized Technology
Capitalized Technology | 9 Months Ended |
Sep. 30, 2015 | |
Capitalized Technology [Abstract] | |
Capitalized Technology | 5. Capitalized Technology Capitalized Technology, net is as follows: September 30, 2015 Capitalized cost: Balance, beginning of period $ 1,469,413 Additional capitalized cost 393,385 Balance, end of period $ 1,862,798 Accumulated amortization: Balance, beginning of period $ 943,343 Provision for amortization 335,585 Balance, end of period $ 1,278,928 Capitalized technology, net $ 583,870 Amortization expense of $ 153,984 84,614 respectively, and 335,585 258,747 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets, net is as follows: September 30, 2015 Useful Lives Gross Accumulated Amortization Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (402,514 ) $ 3,567,486 Paid Member Relationships 5 890,000 (180,472 ) 709,528 Member Lists 5 8,957,000 (1,816,281 ) 7,140,719 Developed Technology 3 978,000 (310,667 ) 667,333 Trade Name/Trademarks 4 480,000 (119,861 ) 360,139 Customer Relationships 5 280,000 (46,666 ) 233,334 15,555,000 (2,876,461 ) 12,678,539 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 12,768,939 Future annual estimated amortization expense is summarized as follows: Years ending December 31, 2015 (three months) $ 717,100 2016 2,868,400 2017 2,802,233 2018 2,563,872 2019 1,846,697 Thereafter 1,880,237 $ 12,678,539 |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 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 the NV Promissory Note, Old Noble Voice and Compliant agreed to pay Victory Holdings an aggregate initial amount of $ 1,389,386 1,294,753 32,281 62,352 1,389,386 |
Promissory Note
Promissory Note | 9 Months Ended |
Sep. 30, 2015 | |
Promissory Note [Abstract] | |
Promissory Note | 8. Promissory Note The Company has an outstanding promissory note in the amount of $ 445,000 0.35 137,500 32,500 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 10,418 4.45 The discount was fully amortized at September 30, 2015. Interest expense amounted to $ 2,995 0 2,606 0 8,981 0 7,814 0 445,000 437,186 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 $ 383,249 45,617 1,083,091 91,193 90,000 0 255,000 0 Future annual minimum payments due under the leases are summarized as follows: Year ending December 31, 2015 (three months) $ 381,022 2016 1,422,819 2017 1,331,495 2018 1,132,112 2019 101,187 $ 4,368,635 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. DeLisi, et al. v. NAPW, Inc., Noble Voice LLC, a wholly-owned subsidiary of the Company acquired in connection with the Global Outreach 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 Noble Voice Defendants The Company and its wholly-owned subsidiary, Noble Voice, LLC, are also parties to litigation captioned as Coleman v. Noble Voice, LLC, et al The Company is a defendant in five other legal claims relating to employment related issues. We believe claims are without merit and the results will not have a material adverse effect on the business. 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. Separation Agreement 206,250 one 445,000 50,000 4.00 131,250 10.00 183,000 3.45 183,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 10. Income Taxes The effective income tax rate for the three and nine months ended September 30, 2015 was 11.1 4.9 40 3,938,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 11. 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 Common Stock – The Company has one class of common stock outstanding with a total number of shares authorized of 25,000,000 14,425,436 In April 2015, the Company sold an aggregate of 1,745,100 3.00 5,235,300 4,400,000 75,100 3.00 225,300 210,000 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Equity Incentive Plans – The Company adopted the 2013 Equity Compensation Plan under which the Company reserved 500,000 1,800,000 Stock Options The following table summarizes the Company's stock option activity for the nine months ended September 30, 2015: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2014 346,000 $ 3.45 9.4 $ 491,320 Granted 32,857 4.90 Exercised - - Forfeited or Canceled (221,000 ) (3.45 ) Outstanding – September 30, 2015 157,857 $ 3.75 8.2 $ - Exercisable – September 30, 2015 47,668 3.45 6.9 $ - A summary of the changes in the Company's unvested stock options is as follows: Number of Options Weighted 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 (38,000 ) (1.65 ) Unvested – September 30, 2015 110,189 $ 1.71 On March 23, 2015, the Company granted 32,857 61,443 Risk-free interest rate 1.41 Expected dividend yield 0.00 Expected volatility 39.47 Expected term 5.5 The options are exercisable at an exercise price of $ 4.90 ten one 15,360 30,720 The Company recorded non-cash compensation expense of $ 31,298 24,597 74,000 50,292 Total unrecognized compensation expense related to unvested stock options at September 30, 2015 amounts to $ 126,366 1.20 Warrants A summary of warrant activity for the nine months ended September 30, 2015 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2014 362,500 $ 8.34 4.5 $ 85,000 Granted - - Exercised - - Forfeited or Canceled - - Outstanding – September 30, 2015 362,500 $ 8.34 3.8 $ - Exercisable – September 30, 2015 362,500 8.34 3.8 $ - All warrants outstanding were fully vested as of September 30, 2015 and December 31, 2014. No compensation cost was recognized during the three and nine months ended September 30, 2015 and 2014 pertaining to warrants. Restricted Stock A summary of restricted stock activity for the nine months ended September 30, 2015 is as follows: Number of Shares Unvested - December 31, 2014 200,001 Granted - Vested - Forfeited or Canceled - Unvested – September 30, 2015 200,001 The Company recorded non-cash compensation expense of $ 83,000 0 276,668 0 Total unrecognized compensation expense related to unvested restricted stock at September 30, 2015 amounts to $ 719,338 2.2 |
Customer Concentration
Customer Concentration | 9 Months Ended |
Sep. 30, 2015 | |
Customer Concentration [Abstract] | |
Customer Concentration | 13. 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 c ustomers accounted for more than 10% of revenues during the three and nine months ended September 30, 2015. During the three months ended September 30, 2014, Apollo Group accounted for 22 13 27 15 12 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Segment Information | 14. Segment Information Since the acquisition of Noble Voice on November 26, 2014 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 and nine months ended September 30, 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 and nine months ended September 30, 2015: Three Months Ended September 30, 2015 PDN Network NAPW Network Noble Voice Consolidated Membership fees and related services $ - $ 5,775,006 $ - $ 5,775,006 Lead generation - - 2,334,276 2,334,276 Recruitment services 830,250 - - 830,250 Products sales and other - 330,769 - 330,769 Consumer advertising and marketing solutions 73,011 - - 73,011 Total revenues 903,261 6,105,775 2,334,276 9,343,312 Loss from operations (491,126 ) (25,846,331 ) (339,150 ) (26,676,607 ) Depreciation and amortization 93,922 786,148 45,614 925,684 Income tax expense 2,362,220 543,018 70,979 2,976,217 Capital expenditures - - - - Net loss (2,857,969 ) (26,389,349 ) (410,129 ) (29,657,447 ) At September 30, 2015 Goodwill $ 735,328 $ 19,861,739 $ - $ 20,597,067 Intangible assets, net 90,400 12,175,206 503,333 12,768,939 Total assets 6,032,009 37,204,260 2,543,735 45,780,004 Nine Months Ended September 30, 2015 PDN Network NAPW Network Noble Voice Consolidated Membership fees and related services $ - $ 19,317,933 $ - $ 19,317,933 Lead generation - - 7,853,402 7,853,402 Recruitment services 2,432,951 - - 2,432,951 Products sales and other - 631,198 - 631,198 Consumer advertising and marketing solutions 209,097 - - 209,097 Total revenues 2,642,048 19,949,131 7,853,402 30,444,581 Loss from operations (1,727,721 ) (27,958, 089 ) (818,41 0 ) (30,504,220 ) Depreciation and amortization 285,677 2,308,361 136,842 2,730,880 Income tax expense (benefit) 1,895,588 (271,1 03 ) (115,090 ) 1,509,395 Capital expenditures - 50,216 13,938 64,154 Net loss (3,588,298 ) (27,686,986 ) (7 03,320 ) (31,978,604 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. 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 Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 intervening 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. As of December 31, 2014, the short-term investments, consisting of municipal bonds and corporate fixed income bonds, are classified as “Level 2.” September 30, 2015 Amortized cost Gross Gross Estimated fair Certificates of deposit $ 750,000 $ 975 $ - $ 750,975 $ 750,000 $ 975 $ - $ 750,975 December 31, 2014 Amortized cost Gross Gross Estimated fair 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 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets - The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives should be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. 24,717,157 |
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. 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 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. Recruitment Services The Company's recruitment services 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. 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. Consumer Advertising and Marketing Solutions 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. |
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 September 30, 2015 and 2014, the Company incurred advertising and marketing expenses of approximately $ 1,506,000 442,000 4,227,000 772,400 |
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 September 30, 2015 December 31, 2014 Warrant liability 3 $ 5 $ 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 September 30, 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: September 30, 2015 December 31, 2014 Strike price $ 10.00 $ 10.00 Market price $ 0.74 $ 4.87 Expected life 3.42 4.17 Risk-free interest rate 1.62 % 1.62 % Dividend yield 0.00 % 0.00 % Volatility 37 % 42 % Warrants outstanding 131,250 131,250 Fair value of warrants $ 5 $ 93,789 The Company decreased the warrant liability by $93,784 to reflect the change in the fair value of the warrant instruments for the nine months ended September 30, 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 93,784 Balance – September 30, 2015 $ 5 |
Net Loss per Share | Net Loss per Share - The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic net loss per share for the three and nine months ended September 30, 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 362,500 362,500 Stock options 157,857 366,000 Unvested restricted stock 200,001 - 720,358 728,500 |
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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Short-Term Investments | September 30, 2015 Amortized cost Gross Gross Estimated fair Certificates of deposit $ 750,000 $ 975 $ - $ 750,975 $ 750,000 $ 975 $ - $ 750,975 December 31, 2014 Amortized cost Gross Gross Estimated fair 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 September 30, 2015 December 31, 2014 Warrant liability 3 $ 5 $ 93,789 |
Schedule of Warrant Liability Fair Value Assumptions | September 30, 2015 December 31, 2014 Strike price $ 10.00 $ 10.00 Market price $ 0.74 $ 4.87 Expected life 3.42 4.17 Risk-free interest rate 1.62 % 1.62 % Dividend yield 0.00 % 0.00 % Volatility 37 % 42 % Warrants outstanding 131,250 131,250 Fair value of warrants $ 5 $ 93,789 |
Schedule of Changes in Fair Value of Warrant Liability | Balance – January 1, 2015 $ (93,789 ) Decrease in net value of warrant liability 93,784 Balance – September 30, 2015 $ 5 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 2015 2014 Warrants to purchase common stock 362,500 362,500 Stock options 157,857 366,000 Unvested restricted stock 200,001 - 720,358 728,500 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Acquisitions [Abstract] | |
Schedule of Pro Forma Information | Three Months Ended September 30, 2014 Nine Months Ended 2014 Revenues $ 13,103,145 $ 34,395,932 Net loss $ (1,487,801 ) $ (4,889,821 ) Net loss per share: Basic and diluted $ (0.12 ) $ (0.38 ) Weighted average shares outstanding: Basic and diluted 12,725,871 12,725,871 |
Capitalized Technology (Tables)
Capitalized Technology (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Capitalized Technology [Abstract] | |
Schedule of Capitalized Technology | September 30, 2015 Capitalized cost: Balance, beginning of period $ 1,469,413 Additional capitalized cost 393,385 Balance, end of period $ 1,862,798 Accumulated amortization: Balance, beginning of period $ 943,343 Provision for amortization 335,585 Balance, end of period $ 1,278,928 Capitalized technology, net $ 583,870 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | September 30, 2015 Useful Lives Gross Accumulated Amortization Long-lived intangible assets: Sales Process 10 $ 3,970,000 $ (402,514 ) $ 3,567,486 Paid Member Relationships 5 890,000 (180,472 ) 709,528 Member Lists 5 8,957,000 (1,816,281 ) 7,140,719 Developed Technology 3 978,000 (310,667 ) 667,333 Trade Name/Trademarks 4 480,000 (119,861 ) 360,139 Customer Relationships 5 280,000 (46,666 ) 233,334 15,555,000 (2,876,461 ) 12,678,539 Indefinite-lived intangible assets: Trade Name 90,400 Intangible assets, net $ 12,768,939 |
Schedule of Future Annual Estimated Amortization Expense | Years ending December 31, 2015 (three months) $ 717,100 2016 2,868,400 2017 2,802,233 2018 2,563,872 2019 1,846,697 Thereafter 1,880,237 $ 12,678,539 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Year ending December 31, 2015 (three months) $ 381,022 2016 1,422,819 2017 1,331,495 2018 1,132,112 2019 101,187 $ 4,368,635 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Unvested Award activity | Number of Options Weighted 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 (38,000 ) (1.65 ) Unvested – September 30, 2015 110,189 $ 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 |
Schedule of Restricted Stock Activity | Number of Shares Unvested - December 31, 2014 200,001 Granted - Vested - Forfeited or Canceled - Unvested – September 30, 2015 200,001 |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Award Activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2014 346,000 $ 3.45 9.4 $ 491,320 Granted 32,857 4.90 Exercised - - Forfeited or Canceled (221,000 ) (3.45 ) Outstanding – September 30, 2015 157,857 $ 3.75 8.2 $ - Exercisable – September 30, 2015 47,668 3.45 6.9 $ - |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Award Activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding - December 31, 2014 362,500 $ 8.34 4.5 $ 85,000 Granted - - Exercised - - Forfeited or Canceled - - Outstanding – September 30, 2015 362,500 $ 8.34 3.8 $ - Exercisable – September 30, 2015 362,500 8.34 3.8 $ - |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Information [Abstract] | |
Schedule of Segment Information | Three Months Ended September 30, 2015 PDN Network NAPW Network Noble Voice Consolidated Membership fees and related services $ - $ 5,775,006 $ - $ 5,775,006 Lead generation - - 2,334,276 2,334,276 Recruitment services 830,250 - - 830,250 Products sales and other - 330,769 - 330,769 Consumer advertising and marketing solutions 73,011 - - 73,011 Total revenues 903,261 6,105,775 2,334,276 9,343,312 Loss from operations (491,126 ) (25,846,331 ) (339,150 ) (26,676,607 ) Depreciation and amortization 93,922 786,148 45,614 925,684 Income tax expense 2,362,220 543,018 70,979 2,976,217 Capital expenditures - - - - Net loss (2,857,969 ) (26,389,349 ) (410,129 ) (29,657,447 ) At September 30, 2015 Goodwill $ 735,328 $ 19,861,739 $ - $ 20,597,067 Intangible assets, net 90,400 12,175,206 503,333 12,768,939 Total assets 6,032,009 37,204,260 2,543,735 45,780,004 Nine Months Ended September 30, 2015 PDN Network NAPW Network Noble Voice Consolidated Membership fees and related services $ - $ 19,317,933 $ - $ 19,317,933 Lead generation - - 7,853,402 7,853,402 Recruitment services 2,432,951 - - 2,432,951 Products sales and other - 631,198 - 631,198 Consumer advertising and marketing solutions 209,097 - - 209,097 Total revenues 2,642,048 19,949,131 7,853,402 30,444,581 Loss from operations (1,727,721 ) (27,958, 089 ) (818,41 0 ) (30,504,220 ) Depreciation and amortization 285,677 2,308,361 136,842 2,730,880 Income tax expense (benefit) 1,895,588 (271,1 03 ) (115,090 ) 1,509,395 Capital expenditures - 50,216 13,938 64,154 Net loss (3,588,298 ) (27,686,986 ) (7 03,320 ) (31,978,604 ) |
Liquidity, Financial Conditio29
Liquidity, Financial Condition and Management's Plans (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2015 | May. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Liquidity, Financial Condition, And Managements Plans [Line Items] | ||||||
Number of shares sold | 1,745,100 | 1,745,100 | ||||
Price per share | $ 3 | $ 3 | ||||
Net proceeds from initial public offering | $ 5,235,300 | $ 5,235,300 | ||||
Proceeds from shares issued, net of issuance costs | $ 4,400,000 | $ 4,600,000 | ||||
Cash used in operating activities | $ 1,391,000 | $ 2,351,000 | $ 4,206,779 | $ 3,701,693 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Asset Impairment [Abstract] | ||||
Impairment expense | $ 24,717,157 | $ 24,717,157 | ||
Advertising and Marketing Expenses | ||||
Advertising and marketing expenses | $ 1,506,000 | $ 442,000 | $ 4,227,000 | $ 772,400 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Schedule of Short-Term Investments) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | $ 750,000 | $ 5,198,878 |
Gross unrealized gains | $ 975 | 810,116 |
Gross unrealized losses | (6,572) | |
Estimated fair value | $ 750,975 | 6,002,422 |
Certificates of deposit [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 750,000 | 1,099,775 |
Gross unrealized gains | $ 975 | $ 1,168 |
Gross unrealized losses | ||
Estimated fair value | $ 750,975 | $ 1,100,943 |
Municipal bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | $ 536,046 | |
Gross unrealized gains | ||
Gross unrealized losses | $ (6,572) | |
Estimated fair value | 529,474 | |
Corporate fixed income bonds [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 3,563,057 | |
Gross unrealized gains | $ 808,948 | |
Gross unrealized losses | ||
Estimated fair value | $ 4,372,005 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Schedule of Fair Value Measurements) (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 5 | $ 93,789 |
Recurring [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 5 | $ 93,789 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Schedule of Warrant Liability Valuation) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value of warrants | $ 5 | $ 93,789 |
Warrant Liability [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Strike price | $ 10 | $ 10 |
Market price | $ 0.74 | $ 4.87 |
Expected life | 3 years 5 months 1 day | 4 years 2 months 1 day |
Risk-free interest rate | 1.62% | 1.62% |
Dividend yield | 0.00% | 0.00% |
Volatility | 37.00% | 42.00% |
Warrants outstanding | 131,250 | 131,250 |
Fair value of warrants | $ 5 | $ 93,789 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Schedule of Change in Fair Value of Level 3 Financial Liabilities) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 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 | $ (2,224) | $ 34,547 | (93,784) | $ 21,015 |
Balance - September 30, 2015 | (5) | (5) | ||
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 | 93,784 | |||
Balance - September 30, 2015 | $ (5) | $ (5) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Schedule of Potentially Dilutive Securities) (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 720,358 | 728,500 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 362,500 | 362,500 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 157,857 | 366,000 |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dillutive securities | 200,001 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 26, 2014 | Sep. 24, 2014 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Notes Issued | $ 434,582 | |||||
Increase in goodwill resulting from NAPW legal settlement | $ 133,693 | |||||
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 | |||||
Increase in goodwill resulting from NAPW legal settlement | $ 133,693 | |||||
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 | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Acquisitions [Abstract] | ||
Revenues | $ 13,103,145 | $ 34,395,932 |
Net loss | $ (1,487,801) | $ (4,889,821) |
Net loss per share: Basic and diluted | $ (0.12) | $ (0.38) |
Weighted average shares outstanding: Basic and diluted | 12,725,871 | 12,725,871 |
Capitalized Technology (Details
Capitalized Technology (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Capitalized cost: | |||||
Balance, beginning of period | $ 1,469,413 | ||||
Additional capitalized cost | 393,385 | ||||
Balance, end of period | $ 1,862,798 | 1,862,798 | |||
Accumulated amortization: | |||||
Balance, beginning of period | 943,343 | ||||
Provision for amortization | 153,984 | $ 84,614 | 335,585 | $ 258,747 | |
Balance, end of period | 1,278,928 | 1,278,928 | |||
Capitalized technology, net | $ 583,870 | $ 583,870 | $ 526,070 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Intangible Assets) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 15,555,000 | |
Accumulated Amortization | (2,876,461) | |
Net Carrying Amount | 12,678,539 | |
Indefinite-lived intangible assets: Trade Name | 90,400 | |
Intangible assets, net | $ 12,768,939 | $ 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 | (402,514) | |
Net Carrying Amount | $ 3,567,486 | |
Paid Member Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | $ 890,000 | |
Accumulated Amortization | (180,472) | |
Net Carrying Amount | $ 709,528 | |
Member Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | $ 8,957,000 | |
Accumulated Amortization | (1,816,281) | |
Net Carrying Amount | $ 7,140,719 | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 3 years | |
Gross Carrying Amount | $ 978,000 | |
Accumulated Amortization | (310,667) | |
Net Carrying Amount | $ 667,333 | |
Trade Name/Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 4 years | |
Gross Carrying Amount | $ 480,000 | |
Accumulated Amortization | (119,861) | |
Net Carrying Amount | $ 360,139 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives (Years) | 5 years | |
Gross Carrying Amount | $ 280,000 | |
Accumulated Amortization | (46,666) | |
Net Carrying Amount | $ 233,334 |
Intangible Assets (Schedule o40
Intangible Assets (Schedule of Future Annual Estimated Amortization Expense) (Details) | Sep. 30, 2015USD ($) |
Intangible Assets [Abstract] | |
2015 (three months) | $ 717,100 |
2,016 | 2,868,400 |
2,017 | 2,802,233 |
2,018 | 2,563,872 |
2,019 | 1,846,697 |
Thereafter | 1,880,237 |
Net Carrying Amount | $ 12,678,539 |
Note Payable (Details)
Note Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Promissory note issued | $ 434,582 | ||
Payments of promissory note | $ 1,294,753 | ||
Promissory Note reduced | 32,281 | ||
Promissory note outstanding | 62,352 | $ 1,389,386 | |
Noble Voice [Member] | |||
Short-term Debt [Line Items] | |||
Promissory note issued | 1,389,386 | ||
Payments of promissory note | 1,294,753 | ||
Promissory Note reduced | 32,281 | ||
Promissory note outstanding | $ 62,352 | $ 1,389,386 |
Promissory Note (Details)
Promissory Note (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | ||||||
Interest expense | $ 9,229 | $ 377 | $ 84,339 | $ 377 | ||
Amortization of debt discount | 7,814 | |||||
Mr. Proman [Member] | Promissory Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 445,000 | |||||
Maturity date | Aug. 15, 2015 | |||||
Annual interest rate | 0.35% | |||||
Payment amount | $ 137,500 | |||||
Expected borrowing rate | 4.80% | |||||
Note discount | $ 10,418 | |||||
Imputed annual interest rate | 4.45% | |||||
Interest expense | 2,995 | 0 | 8,981 | $ 0 | ||
Amortization of debt discount | 2,606 | $ 0 | 7,814 | $ 0 | ||
Promissory note | $ 445,000 | $ 445,000 | $ 437,186 | |||
Mr. Proman [Member] | Final Payment [Member] | Promissory Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Payment amount | $ 32,500 |
Commitments and Contingencies43
Commitments and Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Lease [Line Items] | ||||
Rent expense | $ 383,249 | $ 45,617 | $ 1,083,091 | $ 91,193 |
Sub lease income | $ 90,000 | $ 0 | $ 255,000 | $ 0 |
Commitments and Contingencies44
Commitments and Contingencies (Schedule of Future Minimum Lease Payments) (Details) | Sep. 30, 2015USD ($) |
Commitments and Contingencies [Abstract] | |
2015 (three months) | $ 381,022 |
2,016 | 1,422,819 |
2,017 | 1,331,495 |
2,018 | 1,132,112 |
2,019 | 101,187 |
Total | $ 4,368,635 |
Commitments and Contingencies45
Commitments and Contingencies (Separation Agreement) (Details) - USD ($) | Sep. 14, 2015 | Jul. 16, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Mr. Proman [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance amount payable | $ 206,250 | |||
Duration of separation agreement | 1 year | |||
Promissory note | $ 445,000 | |||
Stock Options [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Options to purchase common stock | 157,857 | 346,000 | ||
Exercise price of options | $ 3.75 | $ 3.45 | ||
Stock Options [Member] | Mr. Proman [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Options to purchase common stock | 183,000 | |||
Exercise price of options | $ 3.45 | |||
Options forfeited | 183,000 | |||
Warrants [Member] | Mr. Proman [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Shares issuable upon exercise of warrants | 50,000 | |||
Exercise price of warrants | $ 4 | |||
Warrant Two [Member] | Mr. Proman [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Shares issuable upon exercise of warrants | 131,250 | |||
Exercise price of warrants | $ 10 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Abstract] | ||||
Effective income tax rate | 11.10% | 40.00% | 4.90% | 40.00% |
Income tax expense (benefit) | $ 2,976,217 | $ (617,717) | $ 1,509,395 | $ (1,130,306) |
Valuation allowance | $ 3,938,000 | $ 3,938,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | |||
May. 31, 2015 | Apr. 30, 2015 | May. 31, 2015 | Sep. 30, 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 | 14,425,436 | 12,719,689 | |||
Stockholders Equity [Line Items] | |||||
Shares of common stock issued | 1,745,100 | 1,745,100 | |||
Price per share | $ 3 | $ 3 | $ 3 | ||
Gross proceeds | $ 5,235,300 | $ 5,235,300 | |||
Net proceeds, after the payment of commissions and legal and other expenses | $ 4,400,000 | $ 4,600,000 | |||
Underwriters option to purchase an additional shares [Member] | |||||
Stockholders Equity [Line Items] | |||||
Shares of common stock issued | 75,100 | ||||
Price per share | $ 3 | $ 3 | |||
Gross proceeds | $ 225,300 | ||||
Net proceeds, after the payment of commissions and legal and other expenses | $ 210,000 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | Jun. 03, 2015 | Mar. 23, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Increase in number of shares authorized for issuance under equity incentive plan | 1,800,000 | |||||
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 | 500,000 | ||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | ||
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 | 31,298 | 24,597 | $ 74,000 | 50,292 | ||
Unrecognized compensation expense | 126,366 | $ 126,366 | ||||
Period over which compensation expense will be recognized | 1 year 2 months 12 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 | |||||
Compensation expense | 15,360 | $ 30,720 | ||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | 83,000 | $ 0 | 276,668 | $ 0 | ||
Unrecognized compensation expense | $ 719,338 | $ 719,338 | ||||
Period over which compensation expense will be recognized | 2 years 2 months 12 days |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule of Stock Option Activity) (Details) - Stock Options [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Outstanding - December 31, 2014 | 346,000 | |
Granted | 32,857 | |
Exercised | ||
Forfeited or Canceled | (221,000) | |
Outstanding - September 30, 2015 | 157,857 | 346,000 |
Exercisable - September 30, 2015 | 47,668 | |
Weighted Average Exercise Price | ||
Outstanding - December 31, 2014 | $ 3.45 | |
Granted | $ 4.90 | |
Exercised | ||
Forfeited or Canceled | $ (3.45) | |
Outstanding - September 30, 2015 | 3.75 | $ 3.45 |
Exercisable - September 30, 2015 | $ 3.45 | |
Weighted Average Remaining Contractual Life (in Years) | ||
Outstanding | 8 years 2 months 12 days | 9 years 4 months 24 days |
Exercisable - September 30, 2015 | 6 years 10 months 24 days | |
Average Intrinsic Value | ||
Outstanding | $ 491,320 | |
Exercisable |
Stock-Based Compensation (Sch50
Stock-Based Compensation (Schedule of Unvested Stock Options) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Number of Options | |
Unvested - December 31, 2014 | shares | 163,000 |
Granted | shares | 32,857 |
Vested | shares | (47,668) |
Forfeited or Canceled | shares | (38,000) |
Unvested - September 30, 2015 | shares | 110,189 |
Weighted Average Grant Date Fair Value | |
Unvested - December 31, 2014 | $ 1.65 |
Granted | 1.87 |
Vested | (1.65) |
Forfeited or Canceled | (1.65) |
Unvested - September 30, 2015 | $ 1.71 |
Stock-Based Compensation (Sch51
Stock-Based Compensation (Schedule of Stock Option Fair Value Assumptions) (Details) - Stock Options [Member] | 1 Months Ended |
Mar. 23, 2015 | |
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 |
Stock-Based Compensation (Sch52
Stock-Based Compensation (Schedule of Warrant Activity) (Details) - Warrants [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Number of Warrants | ||
Outstanding - December 31, 2014 | 362,500 | |
Granted | ||
Exercised | ||
Forfeited or Canceled | ||
Outstanding - September 30, 2015 | 362,500 | 362,500 |
Exercisable - September 30, 2015 | 362,500 | |
Weighted Average Exercise Price | ||
Outstanding - December 31, 2014 | $ 8.34 | |
Granted | ||
Exercised | ||
Forfeited or Canceled | ||
Outstanding - September 30, 2015 | $ 8.34 | $ 8.34 |
Exercisable - September 30, 2015 | $ 8.34 | |
Weighted Average Remaining Contractual Life (in Years) | ||
Outstanding | 3 years 9 months 18 days | 4 years 6 months |
Exercisable - September 30, 2015 | 3 years 9 months 18 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 85,000 | |
Exercisable - September 30, 2015 |
Stock-Based Compensation (Sch53
Stock-Based Compensation (Schedule of Restricted Stock Activity) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2015shares | |
Number of Shares | |
Unvested - December 31, 2014 | 200,001 |
Granted | |
Vested | |
Forfeited or Canceled | |
Unvested - September 30, 2015 | 200,001 |
Customer Concentration (Details
Customer Concentration (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | |
Revenue [Member] | LinkedIn [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13.00% | ||
Revenue [Member] | Apollo Group [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 22.00% | 27.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 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 | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Membership fees and related services | $ 5,775,006 | $ 402,397 | $ 19,317,933 | $ 402,397 | |
Lead generation | 2,334,276 | 7,853,402 | |||
Recruitment services | 830,250 | $ 712,728 | 2,432,951 | $ 2,114,178 | |
Products sales and other | 330,769 | 11,395 | 631,198 | 11,395 | |
Consumer advertising and marketing solutions | 73,011 | 448,860 | 209,097 | 1,317,351 | |
Total revenues | 9,343,312 | 1,575,380 | 30,444,581 | 3,845,321 | |
Loss from operations | (26,676,607) | (582,772) | (30,504,220) | (1,926,852) | |
Depreciation and amortization | 925,684 | 2,730,880 | 314,619 | ||
Income tax expense (benefit) | $ 2,976,217 | (617,717) | 1,509,395 | (1,130,306) | |
Capital expenditures | 64,154 | ||||
Net loss | $ (29,657,447) | $ (941,027) | (31,978,604) | $ (1,691,730) | |
Goodwill | 20,597,067 | 20,597,067 | $ 45,180,531 | ||
Intangible assets, net | 12,768,939 | 12,768,939 | 14,934,225 | ||
Total assets | $ 45,780,004 | $ 45,780,004 | $ 74,592,472 | ||
PDN Network [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Membership fees and related services | |||||
Lead generation | |||||
Recruitment services | $ 830,250 | $ 2,432,951 | |||
Products sales and other | |||||
Consumer advertising and marketing solutions | $ 73,011 | $ 209,097 | |||
Total revenues | 903,261 | 2,642,048 | |||
Loss from operations | (491,126) | (1,727,721) | |||
Depreciation and amortization | 93,922 | 285,677 | |||
Income tax expense (benefit) | $ 2,362,220 | $ 1,895,588 | |||
Capital expenditures | |||||
Net loss | $ (2,857,969) | $ (3,588,298) | |||
Goodwill | 735,328 | 735,328 | |||
Intangible assets, net | 90,400 | 90,400 | |||
Total assets | 6,032,009 | 6,032,009 | |||
NAPW Network [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Membership fees and related services | $ 5,775,006 | $ 19,317,933 | |||
Lead generation | |||||
Recruitment services | |||||
Products sales and other | $ 330,769 | $ 631,198 | |||
Consumer advertising and marketing solutions | |||||
Total revenues | $ 6,105,775 | $ 19,949,131 | |||
Loss from operations | (25,846,331) | (27,958,089) | |||
Depreciation and amortization | 786,148 | 2,308,361 | |||
Income tax expense (benefit) | $ 543,018 | (271,103) | |||
Capital expenditures | 50,216 | ||||
Net loss | $ (26,389,349) | (27,686,986) | |||
Goodwill | 19,861,739 | 19,861,739 | |||
Intangible assets, net | 12,175,206 | 12,175,206 | |||
Total assets | $ 37,204,260 | $ 37,204,260 | |||
Noble Voice [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Membership fees and related services | |||||
Lead generation | $ 2,334,276 | $ 7,853,402 | |||
Recruitment services | |||||
Products sales and other | |||||
Consumer advertising and marketing solutions | |||||
Total revenues | $ 2,334,276 | $ 7,853,402 | |||
Loss from operations | (339,150) | (818,410) | |||
Depreciation and amortization | 45,614 | 136,842 | |||
Income tax expense (benefit) | $ 70,979 | (115,090) | |||
Capital expenditures | 13,938 | ||||
Net loss | $ (410,129) | $ (703,320) | |||
Goodwill | |||||
Intangible assets, net | $ 503,333 | $ 503,333 | |||
Total assets | $ 2,543,735 | $ 2,543,735 |