Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 25, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'THESTREET, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 34,308,130 | ' |
Entity Public Float | ' | ' | $59,000,000 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001080056 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $45,443,759 | $23,845,360 |
Accounts receivable, net of allowance for doubtful accounts of $202,207 as of December 31, 2013 and $165,291 as of December 31, 2012 | 4,502,344 | 5,750,753 |
Marketable securities | 9,426,875 | 18,096,091 |
Other receivables | 299,687 | 1,134,142 |
Prepaid expenses and other current assets | 1,167,029 | 1,450,742 |
Restricted cash | 139,750 | ' |
Total current assets | 60,979,444 | 50,277,088 |
Property and equipment, net of accumulated depreciation and amortization of $16,035,351 as of December 31, 2013 and $14,633,037 as of December 31, 2012 | 4,400,404 | 5,672,000 |
Marketable securities | 3,670,860 | 17,298,227 |
Other assets | 21,800 | 69,957 |
Goodwill | 27,997,286 | 25,726,239 |
Other intangibles, net of accumulated amortization of $6,994,772 as of December 31, 2013 and $6,699,283 as of December 31, 2012 | 10,662,983 | 11,190,557 |
Restricted cash | 1,161,250 | 1,301,000 |
Total assets | 108,894,027 | 111,535,068 |
Current Liabilities: | ' | ' |
Accounts payable | 2,352,521 | 3,813,955 |
Accrued expenses | 4,338,423 | 5,921,152 |
Deferred revenue | 22,122,763 | 21,080,759 |
Other current liabilities | 957,741 | 632,618 |
Total current liabilities | 29,771,448 | 31,448,484 |
Deferred tax liability | 288,000 | 288,000 |
Other liabilities | 4,671,421 | 4,340,749 |
Total liabilities | 34,730,869 | 36,077,233 |
Stockholders’ Equity | ' | ' |
Preferred stock; $0.01 par value; 10,000,000 shares authorized; 5,500 issued and outstanding as of December 31, 2013 and December 31, 2012; the aggregate liquidation preference as of December 31, 2013 and December 31, 2012 totals $55,000,000 | 55 | 55 |
Common stock; $0.01 par value; 100,000,000 shares authorized; 41,058,246 shares issued and 34,044,339 shares outstanding as of December 31, 2013, and 39,855,468 shares issued and 33,027,752 shares outstanding as of December 31, 2012 | 410,582 | 398,555 |
Additional paid-in capital | 273,861,536 | 270,943,151 |
Accumulated other comprehensive loss | -178,183 | -128,994 |
Treasury stock at cost 7,013,907 shares as of December 31, 2013 and 6,827,716 shares as of December 31, 2012 | -12,364,460 | -11,974,261 |
Accumulated deficit | -187,566,372 | -183,780,671 |
Total stockholders’ equity | 74,163,158 | 75,457,835 |
Total liabilities and stockholders’ equity | $108,894,027 | $111,535,068 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for doubtful accounts (in Dollars) | $202,207 | $165,291 |
Accumulated depreciation and amortization (in Dollars) | 16,035,351 | 14,633,037 |
Accumulated amortization (in Dollars) | 6,994,772 | 6,699,283 |
Preferred stock, par value (in Dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 5,500 | 5,500 |
Preferred stock, shares outstanding | 5,500 | 5,500 |
Preferred stock, aggregate liquidation preference (in Dollars) | $55,000,000 | $55,000,000 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,058,246 | 39,855,468 |
Common stock, shares outstanding | 34,044,339 | 33,027,752 |
Treasury stock, shares | 7,013,907 | 6,827,716 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net revenue: | ' | ' | ' |
Subscription services | $43,549,359 | $37,149,143 | $38,901,289 |
Media | 10,901,052 | 13,571,660 | 18,858,711 |
Total net revenue | 54,450,411 | 50,720,803 | 57,760,000 |
Operating expense: | ' | ' | ' |
Cost of services | 27,431,566 | 24,886,142 | 26,499,085 |
Sales and marketing | 14,453,465 | 13,395,328 | 16,681,562 |
General and administrative | 12,218,964 | 13,637,895 | 15,810,994 |
Depreciation and amortization | 3,768,536 | 5,512,299 | 5,757,365 |
Restructuring and other charges | 385,610 | 6,589,792 | 1,825,799 |
Loss (gain) on disposition of assets | 187,434 | -232,989 | 0 |
Total operating expense | 58,445,575 | 63,788,467 | 66,574,805 |
Operating loss | -3,995,164 | -13,067,664 | -8,814,805 |
Net interest income | 209,463 | 352,713 | 667,822 |
Loss on sales of marketable securities | 0 | 0 | -35,340 |
Loss from continuing operations | -3,785,701 | -12,714,951 | -8,182,323 |
Discontinued operations: | ' | ' | ' |
Loss on disposal of discontinued operations | 0 | 0 | -1,798 |
Net loss | -3,785,701 | -12,714,951 | -8,184,121 |
Preferred stock cash dividends | 0 | 192,848 | 385,696 |
Net loss attributable to common stockholders | ($3,785,701) | ($12,907,799) | ($8,569,817) |
Basic and diluted net loss per share: | ' | ' | ' |
Loss from continuing operations (in Dollars per share) | ($0.11) | ($0.38) | ($0.26) |
Loss on disposal of discontinued operations (in Dollars per share) | $0 | $0 | $0 |
Net loss (in Dollars per share) | ($0.11) | ($0.38) | ($0.26) |
Preferred stock cash dividends (in Dollars per share) | $0 | ($0.01) | ($0.01) |
Net loss attributable to common stockholders (in Dollars per share) | ($0.11) | ($0.39) | ($0.27) |
Weighted average basic and diluted shares outstanding (in Shares) | 33,725,317 | 32,710,018 | 31,953,683 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net loss | ($3,785,701) | ($12,714,951) | ($8,184,121) |
Unrealized (loss) gain on marketable securities | -49,189 | 265,606 | -725,911 |
Comprehensive loss | ($3,834,890) | ($12,449,345) | ($8,910,032) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME(LOSS) (USD $) | Common Stock [Member] | Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2010 | $377,754 | $55 | $270,644,658 | $331,311 | ($10,478,838) | ($162,881,599) | $97,993,341 |
Balance (in Shares) at Dec. 31, 2010 | 37,775,381 | 5,500 | ' | ' | -6,107,781 | ' | ' |
Unrealized gain on marketable securities | 0 | 0 | 0 | -725,911 | 0 | 0 | -725,911 |
Exercise and issuance of equity grants | 6,862 | 0 | -6,862 | 0 | -531,311 | 0 | -531,311 |
Exercise and issuance of equity grants (in Shares) | 686,214 | 0 | ' | ' | -222,626 | ' | ' |
Stock-based consideration for services | 0 | 0 | 3,425,038 | 0 | 0 | 0 | 3,425,038 |
Common stock cash dividends | 0 | 0 | -3,446,892 | 0 | 0 | 0 | -3,446,892 |
Preferred stock cash dividends | 0 | 0 | -385,696 | 0 | 0 | 0 | -385,696 |
Net loss | 0 | 0 | 0 | 0 | 0 | -8,184,121 | -8,184,121 |
Balance at Dec. 31, 2011 | 384,616 | 55 | 270,230,246 | -394,600 | -11,010,149 | -171,065,720 | 88,144,448 |
Balance (in Shares) at Dec. 31, 2011 | 38,461,595 | 5,500 | ' | ' | -6,330,407 | ' | ' |
Unrealized gain on marketable securities | 0 | 0 | 0 | 265,606 | 0 | 0 | 265,606 |
Exercise and issuance of equity grants | 13,189 | 0 | -13,189 | 0 | -964,112 | 0 | -964,112 |
Exercise and issuance of equity grants (in Shares) | 1,318,873 | 0 | ' | ' | -497,309 | ' | ' |
Issuance of Common Stock | 750 | 0 | 134,250 | 0 | 0 | 0 | 135,000 |
Issuance of Common Stock (in Shares) | 75,000 | 0 | ' | ' | 0 | ' | ' |
Stock-based consideration for services | 0 | 0 | 2,420,928 | 0 | 0 | 0 | 2,420,928 |
Common stock cash dividends | 0 | 0 | -1,636,236 | 0 | 0 | 0 | -1,636,236 |
Preferred stock cash dividends | 0 | 0 | -192,848 | 0 | 0 | 0 | -192,848 |
Net loss | 0 | 0 | 0 | 0 | 0 | -12,714,951 | -12,714,951 |
Balance at Dec. 31, 2012 | 398,555 | 55 | 270,943,151 | -128,994 | -11,974,261 | -183,780,671 | 75,457,835 |
Balance (in Shares) at Dec. 31, 2012 | 39,855,468 | 5,500 | ' | ' | -6,827,716 | ' | ' |
Unrealized gain on marketable securities | 0 | 0 | 0 | -49,189 | 0 | 0 | -49,189 |
Exercise and issuance of equity grants | 7,939 | 0 | 66,427 | 0 | -390,199 | 0 | -315,833 |
Exercise and issuance of equity grants (in Shares) | 793,949 | 0 | ' | ' | -186,191 | ' | ' |
Issuance of Common Stock for acquisition | 4,088 | 0 | 776,775 | 0 | 0 | 0 | 780,863 |
Issuance of Common Stock for acquisition (in Shares) | 408,829 | 0 | ' | ' | 0 | ' | ' |
Stock-based consideration for services | 0 | 0 | 2,075,183 | 0 | 0 | 0 | 2,075,183 |
Preferred stock cash dividends | ' | ' | ' | ' | ' | ' | 0 |
Net loss | 0 | 0 | 0 | 0 | 0 | -3,785,701 | -3,785,701 |
Balance at Dec. 31, 2013 | $410,582 | $55 | $273,861,536 | ($178,183) | ($12,364,460) | ($187,566,372) | $74,163,158 |
Balance (in Shares) at Dec. 31, 2013 | 41,058,246 | 5,500 | ' | ' | -7,013,907 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash Flows from Operating Activities: | ' | ' | ' |
Net loss | ($3,785,701) | ($12,714,951) | ($8,184,121) |
Loss on disposal of discontinued operations | 0 | 0 | 1,798 |
Loss from continuing operations | -3,785,701 | -12,714,951 | -8,182,323 |
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities: | ' | ' | ' |
Stock-based compensation expense | 1,681,988 | 2,198,713 | 2,777,886 |
Provision for doubtful accounts | 81,392 | 329,870 | 150,825 |
Depreciation and amortization | 3,768,536 | 5,512,299 | 5,757,365 |
Restructuring and other charges | 393,195 | 1,396,695 | 647,152 |
Deferred rent | -322,533 | -319,958 | 663,020 |
Loss (gain) on disposition of assets | 187,434 | -232,989 | 0 |
Noncash barter activity | 20,000 | 183,270 | -107,210 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 1,450,605 | 1,125,158 | 214,891 |
Other receivables | 951,116 | -677,601 | 74,870 |
Prepaid expenses and other current assets | 296,012 | -294,567 | 469,366 |
Other assets | -6,675 | 39,556 | 37,904 |
Accounts payable | -1,463,684 | 1,116,374 | -150,305 |
Accrued expenses | -1,384,257 | -2,519,154 | -69,262 |
Deferred revenue | 517,882 | -1,100,272 | 1,272,137 |
Other current liabilities | 114,950 | -240,830 | 6,330 |
Other liabilities | -21,908 | 24,000 | 0 |
Net cash provided by (used in) continuing operations | 2,478,352 | -6,174,387 | 3,562,646 |
Net cash used in discontinued operations | 0 | 0 | -3,669 |
Net cash provided by (used in) operating activities | 2,478,352 | -6,174,387 | 3,558,977 |
Cash Flows from Investing Activities: | ' | ' | ' |
Purchase of marketable securities | 0 | -41,151,130 | -24,854,469 |
Sale and maturity of marketable securities | 22,247,394 | 34,812,021 | 52,144,328 |
Capital expenditures | -1,118,679 | -1,327,746 | -1,974,406 |
Proceeds from the disposition of assets | 71,881 | 249,300 | 0 |
Net cash provided by (used in) investing activities | 19,435,880 | -12,847,618 | 25,580,453 |
Sale of Promotions.com | 0 | 0 | 265,000 |
Cash Flows from Financing Activities: | ' | ' | ' |
Cash dividends paid on common stock | 0 | -1,636,236 | -3,446,892 |
Cash dividends paid on preferred stock | 0 | -192,848 | -385,696 |
Restricted cash | 0 | 660,370 | 0 |
Proceeds from the exercise of stock options | 74,366 | 0 | 0 |
Proceeds from the sale of common stock | 0 | 135,000 | 0 |
Shares withheld on RSU vesting to pay for withholding taxes | -390,199 | -964,112 | -531,311 |
Net cash used in financing activities | -315,833 | -1,997,826 | -4,363,899 |
Net increase (decrease) in cash and cash equivalents | 21,598,399 | -21,019,831 | 24,775,531 |
Cash and cash equivalents, beginning of period | 23,845,360 | 44,865,191 | 20,089,660 |
Cash and cash equivalents, end of period | 45,443,759 | 23,845,360 | 44,865,191 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash payments made for interest | 0 | 30,028 | 0 |
Noncash investing and financing activities: | ' | ' | ' |
Treasury shares received in settlement of Kikucall, Inc. working capital adjustment | 0 | 0 | 10,748 |
Stock issued for business combination (in Shares) | 780,863 | 0 | 0 |
The Deal, LLC [Member] | ' | ' | ' |
Cash Flows from Investing Activities: | ' | ' | ' |
Acquisition | 0 | -5,430,063 | 0 |
DealFlow Media, Inc. [Member] | ' | ' | ' |
Cash Flows from Investing Activities: | ' | ' | ' |
Acquisition | ($1,764,716) | $0 | $0 |
Organization_Nature_of_Busines
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||||||||||||
(1) Organization, Nature of Business and Summary of Operations and Significant Accounting Policies | |||||||||||||
Organization and Nature of Business | |||||||||||||
TheStreet, Inc. together with its wholly owned subsidiaries (“TheStreet”, “we”, “us” or the “Company”), is a leading digital media company focused on the financial and mergers and acquisitions environment. The Company’s collection of digital services provides users, subscribers and advertisers with a variety of content and tools through a range of online, social media, tablet and mobile channels. Our mission is to provide investors and advisors with actionable ideas from the world of investing, finance and business, and dealmakers with sophisticated analysis of the mergers and acquisitions environment, in order to break down information barriers, level the playing field and help all individuals and organizations grow their wealth. With a robust suite of digital services, TheStreet offers the tools and insights needed to make informed decisions about earning, investing, saving and spending money. Since its inception in 1996, TheStreet believes it has distinguished itself from other digital media companies with its journalistic excellence, unbiased approach and interactive multimedia coverage of the financial markets, economy, industry trends, investment and financial planning. | |||||||||||||
In June 2005, the Company committed to a plan to discontinue the operations of its wholly-owned subsidiary, Independent Research Group LLC, which operated the Company’s securities research and brokerage segment. Accordingly, the operating results relating to this segment have been segregated from continuing operations and reported as a separate line item on the consolidated statements of operations. See Note 2 to Consolidated Financial Statements (Discontinued Operations). Since that time the Company has only had one reportable operating segment. | |||||||||||||
Substantially all of the Company’s revenue in 2013, 2012 and 2011 was generated from customers in the United States. During 2013, 2012 and 2011, all of the Company’s long-lived assets were located in the United States. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, the following: | |||||||||||||
· | useful lives of intangible assets, | ||||||||||||
· | useful lives of fixed assets, | ||||||||||||
· | the carrying value of goodwill, intangible assets and marketable securities, | ||||||||||||
· | allowances for doubtful accounts and deferred tax assets, | ||||||||||||
· | accrued expense estimates, | ||||||||||||
· | reserves for estimated tax liabilities, | ||||||||||||
· | estimates in connection with the allocation of the purchase price of The Deal, LLC and certain assets acquired from DealFlow Media, Inc. to the fair value of the assets acquired and liabilities assumed, | ||||||||||||
· | certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees, and | ||||||||||||
· | restructuring charges. | ||||||||||||
Consolidation | |||||||||||||
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of TheStreet, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company generates its revenue primarily from subscription services and media. | |||||||||||||
Subscription services is comprised of subscriptions, licenses and fees for access to securities investment information, stock market commentary, rate services and transactional information pertaining to the mergers and acquisitions environment. Subscriptions are generally charged to customers’ credit cards or are directly billed to corporate subscribers. These are generally billed in advance on a monthly or annual basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Deferred revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. | |||||||||||||
Subscription services revenue is subject to estimation and variability due to the fact that, in the normal course of business, subscribers may, for various reasons contact us or their credit card companies to request a refund or other adjustment for a previously purchased subscription. With respect to many of our annual newsletter subscription products, we offer the ability to receive a refund during the first 30 days but none thereafter. Accordingly, we maintain a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which revenue was recognized in a prior period. The calculation of this provision is based upon historical trends and is reevaluated each quarter. The provision was not material for the three years ended December 31, 2013. | |||||||||||||
Media revenue includes fees charged for the placement of advertising and sponsorships within our services, and is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured. Media revenue also includes revenue generated from syndication and licensing of data as well as other miscellaneous, non-subscription related sources. | |||||||||||||
Cash, Cash Equivalents and Restricted Cash | |||||||||||||
The Company considers all short-term investment-grade securities with original maturities of three months or less from the date of purchase to be cash equivalents. The Company has a total of approximately $1.3 million of cash that serves as collateral for outstanding letters of credit,which cash is classified as restricted. The letters of credit serve as security deposits for the Company’s office space in New York City. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years; of furniture and fixtures is five years; and of capitalized software and Website development costs is variable based upon the applicable project. During the year ended December 31, 2013, completed capitalized software and Website development projects were deemed to have a three year useful life. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. | |||||||||||||
Capitalized Software and Website Development Costs | |||||||||||||
The Company expenses all costs incurred in the preliminary project stage for software developed for internal use and capitalizes all external direct costs of materials and services consumed in developing or obtaining internal-use computer software in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). In addition, for employees who are directly associated with and who devote time to internal-use computer software projects, to the extent of the time spent directly on the project, the Company capitalizes payroll and payroll-related costs of such employees incurred once the development has reached the applications development stage. For the years ended December 31, 2013, 2012 and 2011, the Company capitalized software development costs totaling approximately $289 thousand, $401 thousand and $885 thousand, respectively. All costs incurred for upgrades, maintenance and enhancements that do not result in additional functionality are expensed. | |||||||||||||
The Company also accounts for its Website development costs under ASC 350, which provides guidance on the accounting for the costs of development of company Websites, dividing the Website development costs into five stages: (1) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (2) the Website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the Website, (3) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (4) the content development stage, during which the information to be presented on the Website, which may be either textual or graphical in nature, is developed, and (5) the operating stage, during which training, administration, maintenance and other costs to operate the existing Website are incurred. The costs incurred in the Website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. Amortization of capitalized costs will not commence until the project is completed and placed into service. For the years ended December 31, 2013, 2012 and 2011, the Company capitalized Website development costs totaling approximately $443 thousand, $100 thousand and $369 thousand, respectively. | |||||||||||||
Capitalized software and Website development costs are amortized using the straight-line method over the estimated useful life of the software or Website. Total amortization expense was approximately $743 thousand, $1.5 million and $2.2 million, for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||
Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Under the provisions of ASC 350, goodwill and indefinite-lived intangible assets are required to be tested for impairment on an annual basis and between annual tests whenever indications of impairment exist. Impairment exists when the carrying amount of goodwill and indefinite-lived intangible assets exceed their implied fair value, resulting in an impairment charge for this excess. | |||||||||||||
The Company evaluates goodwill and indefinite-lived intangible assets for impairment using a two-step impairment test approach at the Company level, as the Company is considered to operate as a single reporting unit. In the first step, the fair value of the Company is compared to its book value, including goodwill and indefinite-lived intangible assets. If the fair value of the Company is less than the book value, a second step is performed that compares the implied fair value of the Company’s goodwill and indefinite-lived intangible assets to the book value of the goodwill and indefinite-lived intangible assets. The fair value for the goodwill and indefinite-lived intangible assets is determined based on the difference between the fair value of the Company and the net fair values of identifiable assets and liabilities. If the fair value of the goodwill and indefinite-lived intangible assets is less than the book value, the difference is recognized as impairment. We test for goodwill impairment at the enterprise level as the Company is considered to operate as a single reporting unit. | |||||||||||||
In September 2011, the FASB issued ASU 2011-08, Testing for Goodwill Impairment (“ASU 2011-08”). ASU 2011-08 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test. During 2013, the Company elected not to apply the qualitative assessment under this guidance and continued to apply the quantitative assessment in its evaluating of goodwill for impairment. | |||||||||||||
The Company performs annual impairment tests of goodwill and other intangible assets with indefinite lives as of September 30 each year or when circumstances arise that indicate a possible impairment might exist. Based upon its annual impairment test performed as of September 30, 2013 and 2012, no impairment was indicated as the Company’s fair value, inclusive of a control premium, exceeded its book value by approximately 51% and 13%, respectively. The fair value of the Company was estimated using a market approach, based upon actual prices of the Company’s Common Stock and the estimated fair value of the Company’s outstanding Preferred Shares. We also performed an income approach by using the discounted cash flow method to confirm the reasonableness of the results. The fair value of the Company’s outstanding Preferred Shares requires significant judgments, including the estimation of the amount of time until a liquidation event occurs as well as an appropriate cash flow discount rate. Further, in assigning a fair value to the Company’s Preferred Stock, the Company also considered that the preferred shareholders are entitled to receive a $55 million liquidation preference upon liquidation or dissolution of the Company or upon any change of control event. Additionally, the holders of the Preferred Shares are entitled to receive dividends and to vote as a single class together with the holders of the Common Stock on an as-converted basis and, provided certain preferred share ownership levels are maintained, are entitled to representation on the Company’s board of directors and may unilaterally block issuance of certain classes of capital stock, the purchase or redemption of certain classes of capital stock, including Common Stock (with certain exceptions) and any increases in the per-share amount of dividends payable to the holders of the Common Stock. | |||||||||||||
As of December 31, 2012, the Company performed an interim impairment test of its goodwill due to certain potential impairment indicators, including the loss of certain key personnel. The fair value of the Company’s goodwill was estimated using a market approach, based upon actual prices of the Company’s Common Stock excluding any control premium, and the estimated fair value of the company’s outstanding preferred shares. As a result of this December 31, 2012 impairment test, the Company concluded that goodwill was not impaired. | |||||||||||||
A decrease in the price of the Company’s Common Stock, or changes in the estimated value of the Company’s preferred shares, could materially affect the determination of the fair value and could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. | |||||||||||||
Additionally, the Company evaluates the remaining useful lives of intangible assets each year to determine whether events or circumstances continue to support their useful life. There have been no changes in useful lives of intangible assets for each period presented. | |||||||||||||
Long-Lived Assets | |||||||||||||
The Company evaluates long-lived assets, including amortizable identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management does not believe that there was any impairment of long-lived assets at December 31, 2013 and 2012. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for its income taxes in accordance with ASC 740-10, Income Taxes (“ASC 740-10”). Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December 31, 2013 and 2012, we maintained a full valuation allowance against our deferred tax assets due to our prior history of pre-tax losses and uncertainty about the timing of and ability to generate taxable income in the future and our assessment that the realization of the deferred tax assets did not meet the “more likely than not” criterion under ASC 740-10. | |||||||||||||
ASC 740-10 also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. As of December 31, 2013 and 2012, no liability for unrecognized tax benefits was required to be recorded. Interest costs related to unrecognized tax benefits would be classified within “Net interest income” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative” expenses. There is no interest expense or penalty related to tax uncertainties reported in the consolidated statements of operations for the years ended December 31, 2013, 2012 or 2011. | |||||||||||||
Deferred tax assets pertaining to windfall tax benefits on the exercise of share awards and the corresponding credit to additional paid-in capital are recorded if the related tax deduction reduces tax payable. The Company has elected the “with-and-without approach” regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to the Company. | |||||||||||||
The Company files income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2010, and is not currently under examination by any federal, state or local jurisdiction. It is not anticipated that unrecognized tax benefits will significantly change in the next twelve months. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of accounts and other receivables, accounts payable, accrued expenses and deferred revenue approximate fair value due to the short-term maturities of these instruments. | |||||||||||||
Business Concentrations and Credit Risk | |||||||||||||
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains all of its cash, cash equivalents and restricted cash in four domestic financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. As of December 31, 2013, the Company’s cash, cash equivalents and restricted stock primarily consisted of money market funds and checking accounts. | |||||||||||||
For the years ending December 31, 2013, 2012 and 2011, no individual client accounted for 10% or more of consolidated revenue. As of December 31, 2013 and 2012, one client accounted for more than 10% of our gross accounts receivable balance in each period. | |||||||||||||
The Company’s customers are primarily concentrated in the United States and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within management’s expectations. | |||||||||||||
Other Comprehensive Loss | |||||||||||||
Comprehensive loss is a measure which includes both net loss and other comprehensive loss. Other comprehensive loss results from items deferred from recognition into the statement of operations. Accumulated other comprehensive loss is separately presented on the consolidated statement of comprehensive loss and on both the Company’s consolidated balance sheet and as part of the consolidated statement of stockholders’ equity. | |||||||||||||
Net Loss Per Share of Common Stock | |||||||||||||
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Such warrants to purchase Common Stock all expired during the fourth quarter of 2012. For the years ended December 31, 2013 2012 and 2011, approximately 4.2 million, 3.3 million and 4.5 million unvested restricted stock units, vested and unvested options and warrants to purchase Common Stock, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share. | |||||||||||||
Advertising Costs | |||||||||||||
Advertising costs are expensed as incurred. For the years ended December 31, 2013, 2012 and 2011, advertising expense totaled approximately $2.9 million, $2.9 million and $3.7 million, respectively. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Company accounts for stock-based compensation under ASC 718-10, Share Based Payment Transactions (“ASC 718-10”). This requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based upon estimated fair values. | |||||||||||||
Stock-based compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 was approximately $2.1 million, $2.4 million and $3.4 million, respectively. As of December 31, 2013, there was approximately $4.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 3.4 years. | |||||||||||||
The Company estimates the fair value of share-based payment awards on the date of grant. The value of stock options granted to employees and directors is estimated using the Black-Scholes option-pricing model. The value of each restricted stock unit under the Company’s 2007 Performance Incentive Plan (the “2007 Plan”) is equal to the closing price per share of the Company’s Common Stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. | |||||||||||||
Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 includes compensation expense for all share-based payment awards based upon the estimated grant date fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite service period of the award. As stock-based compensation expense recognized in the years ended December 31, 2013, 2012 and 2011 is based upon awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||
The Company estimates the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividends. The weighted-average grant date fair value per share of stock option awards granted during the years ended December 31, 2013, 2012 and 2011 was $0.63, $0.48 and $0.89, respectively, using the Black-Scholes model with the weighted-average assumptions presented below. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. In determining the volatility assumption, the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to the expected option lives. The expected option lives, which represent the period of time that options granted are expected to be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s employee stock options. The dividend yield assumption was based on the history and expectation of future dividend payouts. The periodic expense is determined based on the valuation of the options, and at that time an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the options vest. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected option lives | 3.7 years | 3.5 years | 3.5 years | ||||||||||
Expected volatility | 40.11 | % | 50.67 | % | 54.86 | % | |||||||
Risk-free interest rate | 0.85 | % | 0.56 | % | 1.2 | % | |||||||
Expected dividends | 0 | % | 4.27 | % | 3.93 | % | |||||||
The Company utilizes the alternative transition method for calculating the tax effects of stock-based compensation. Under the alternative transition method the Company established the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation and then determines the subsequent impact on the APIC pool and cash flows of the tax effects of employee stock-based compensation awards that are outstanding. | |||||||||||||
2007 Performance Incentive Plan | |||||||||||||
In 2007, the Company adopted the 2007 Plan, whereby executive officers, directors, employees and consultants may be eligible to receive cash or equity-based performance awards based on set performance criteria. | |||||||||||||
In 2013, 2012 and 2011, the Compensation Committee granted short-term cash performance awards, payable to certain officers upon the Company’s achievement of specified performance goals for such year. The target short-term cash bonus opportunities for officers reflected a percentage of the officer’s base salary. The short-term cash incentives were based upon achievement of certain financial targets (which, depending upon the year, related to revenue, expense, Adjusted EBITDA or free cash flow, as defined by the Compensation Committee). Potential payout with respect to each measure was zero if a threshold percentage of the target was not achieved and a sliding scale thereafter, subject to a cap, starting at a figure less than 100% if the threshold was achieved but the target was not met and ending at a figure above 100% if the target was exceeded. Short-term incentives of approximately $599 thousand, $577 thousand and $1.1 million were deemed earned with respect to the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Services Agreement | |||||||||||||
On November 13, 2012, the Company entered into a Services Agreement (the “Agreement”) in which a third-party granted TheStreet an exclusive right to sell and serve advertisement and e-commerce on certain of their personal finance Websites. The agreement terminated on May 31, 2013. TheStreet supported the Websites by providing personal finance content, various promotion and advertisements on TheStreet’s Websites, and marketing and accounting support. Under the Agreement, the Company reimbursed this third party for certain expenses, subject to specified limits. Both parties shared in the profits generated by the partnership, after TheStreet recouped the aggregate amount paid to to the third party in addition to certain sales, marketing, editorial and operational costs incurred by the Company. | |||||||||||||
In accordance with the ASC 808, “Accounting for Collaborative Agreement,” a participant in a collaborative arrangement must report the costs incurred and revenues generated on sales to third parties at gross or net amounts, depending on whether the participant is the principal or the agent in the transaction. Based on the facts and circumstances with regards to the Agreement, the Company has determined that it is the Principal in this Agreement for all advertising sold by the Company. With respect to the advertising and e-commerce revenue generated by the third party, the Company treats this as a reimbursement of expenses paid. For the periods ended December 31, 2013 and 2012 the Company recognized $264 thousand in net expense reimbursements and $218 thousand in net expense, respectively, reflected in cost of sales on the consolidated statement of operations related to this agreement. | |||||||||||||
Preferred Stock | |||||||||||||
The Company applies the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) when determining the classification and measurement of its convertible preferred shares. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Accordingly the Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares as a component of stockholders’ equity. | |||||||||||||
The Company’s Series B Convertible Preferred Stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within the Company’s control as of December 31, 2013. Accordingly, the Series B Convertible Preferred Stock is presented as a component of stockholders’ equity. | |||||||||||||
Subsequent Events | |||||||||||||
The Company has evaluated subsequent events for recognition or disclosure. | |||||||||||||
New Accounting Pronouncements | |||||||||||||
In July 2012, the Financial Accounting Standards Board (the “FASB”) issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). The guidance gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying amount, the company would not be required to perform a quantitative impairment test. If the qualitative assessment does not support the fair value of the assets, then a quantitative assessment is performed. ASU 2012-02 applies to public entities for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material impact on the Company’s consolidated financial statements. | |||||||||||||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”), to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard is effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. We adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive income as such transactions arise. ASU 2013-02 affects financial statement presentation and has no impact on our results of consolidated financial statements. | |||||||||||||
Reclassifications | |||||||||||||
During the three months ended June 30, 2013, the Company started to report certain miscellaneous other revenue items, such as webinars and conferences, as Media rather than Subscription Services revenue. These items and certain other prior period amounts have been reclassified to conform to current period presentation. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' |
(2) Discontinued Operations | |
In June 2005, the Company committed to a plan to discontinue the operations of the Company’s securities research and brokerage segment. Accordingly, the operating results relating to this segment have been segregated from continuing operations and reported as a separate line item in the accompanying consolidated statements of operations. Activity related to the discontinued operation was concluded during the year ended December 31, 2011 and there is no further activity to be reported. | |
For the year ended December 31, 2011, there was no net revenue from discontinued operations. Loss from discontinued operations was immaterial. |
Acquisitions_and_Divestures
Acquisitions and Divestures | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||
(3) Acquisitions | |||||||||
The Deal, LLC | |||||||||
On September 11, 2012, the Company acquired 100% of the equity of The Deal, LLC (“The Deal”). The Deal is a digital platform that delivers sophisticated coverage of the mergers and acquisitions environment, primarily through The Deal Pipeline, a leading provider of transactional information services. The purchase price of the acquisition was approximately $5.8 million, of which $600 thousand was placed in escrow pursuant to the terms of an escrow agreement which will be used to secure indemnity obligations for a period of 18 months. Additionally, the Company assumed net liabilities approximating $5.0 million. The results of operations of The Deal are included in the consolidated financial statements for the year ended December 31, 2013, and for the year ended December 31, 2012 from September 11, 2012, the date of the acquisition. | |||||||||
The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date. | |||||||||
Amortization Life | |||||||||
(in years) | Amount | ||||||||
Accounts receivable, net | $ | 765,357 | |||||||
Other receivables | 315,322 | ||||||||
Prepaid expenses and other current assets | 168,492 | ||||||||
Property and equipment, net | 729,400 | ||||||||
Identifiable intangible assets: | |||||||||
- Subscriber relationships | 10 | 2,960,000 | |||||||
- Client data base | 10 | 3,170,000 | |||||||
- Software | 5 | 685,000 | |||||||
- Trade name | 10 | 480,000 | |||||||
- Advertiser relationships | 6 | 70,000 | |||||||
Restricted cash | 301,000 | ||||||||
Accounts payable | -391,992 | ||||||||
Accrued expenses | -1,368,270 | ||||||||
Deferred revenue | -3,761,210 | ||||||||
Other current liabilities | -361,659 | ||||||||
Total identifiable net assets | 3,761,440 | ||||||||
Goodwill | 1,668,623 | ||||||||
Total consideration | $ | 5,430,063 | |||||||
Acquisition related costs totaling $0.4 million are included in general and administrative expenses in the Company’s condensed consolidated statement of operations for the year ended December 31, 2012. | |||||||||
Unaudited pro forma consolidated financial information is presented below as if the acquisition of The Deal had occurred on January 1, 2011. The results have been adjusted to account for the amortization of acquired intangible assets and to eliminate interest expense related to short term notes payable to related parties of The Deal, which liabilities were not assumed by the Company, and deal acquisition costs. The pro forma information presented below does not purport to present what actual results would have been if the acquisitions had occurred at the beginning of such periods, nor does the information project results for any future period. The unaudited pro forma consolidated financial information should be read in conjunction with the historical financial information of the Company included in this report, as well as the historical financial information included in other reports and documents filed with the Securities and Exchange Commission. The unaudited pro forma consolidated financial information for the years ended December 31, 2012 and 2011 is as follows: | |||||||||
2012 | 2011 | ||||||||
Total revenue | $ | 58,191,117 | $ | 69,254,368 | |||||
Net loss | $ | 16,140,048 | $ | 13,543,809 | |||||
Basic and diluted net loss per share | $ | 0.5 | $ | 0.42 | |||||
The DealFlow Report, The Life Settlements Report and the PrivateRaise database | |||||||||
On April 19, 2013, the Company acquired The DealFlow Report, The Life Settlements Report and the PrivateRaise database (the “DealFlow” acquisition) from DealFlow Media, Inc. These newsletters and database, and the employees providing their content, have been incorporated into The Deal, TheStreet’s institutional platform. The Company paid cash consideration of approximately $2.0 million, of which $195 thousand was held back to be used to secure indemnity obligations for a period of one year, and issued 408,829 unregistered shares of the Company’s common stock, having a value on the closing date of approximately $781 thousand. Additionally, the Company assumed net liabilities of approximately $726 thousand. The acquisition was not significant and pro forma financial information was not required. The results of operations of DealFlow were included in the consolidated financial statements for the year ended December 31, 2013, from April 19, 2013, the date of the acquisition. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||
(4) Net Loss Per Share | |||||||||||||
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Such warrants to purchase Common Stock all expired during the fourth quarter of 2012. For the years ended December 31, 2013, 2012 and 2011, approximately 4.2 million, 3.3 million and 4.5 million unvested restricted stock units, vested and unvested options and warrants to purchase Common Stock, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share. | |||||||||||||
The following table reconciles the numerator and denominator for the calculation. | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Basic and diluted net loss per share | |||||||||||||
Numerator: | |||||||||||||
Loss from continuing operations | $ | 3,785,701 | $ | 12,714,951 | $ | 8,182,323 | |||||||
Loss on disposal of discontinued operations | — | — | 1,798 | ||||||||||
Preferred stock cash dividends | — | 192,848 | 385,696 | ||||||||||
Numerator for basic and diluted earnings per share – Net loss attributable to common stockholders | $ | 3,785,701 | $ | 12,907,799 | $ | 8,569,817 | |||||||
Denominator: | |||||||||||||
Weighted average basic and diluted shares outstanding | 33,725,317 | 32,710,018 | 31,953,683 | ||||||||||
Basic and diluted net loss per share: | |||||||||||||
Loss from continuing operations | $ | 0.11 | $ | 0.38 | $ | 0.26 | |||||||
Loss on disposal of discontinued operations | — | — | 0 | ||||||||||
Preferred stock cash dividends | — | 0.01 | 0.01 | ||||||||||
Net loss attributable to common stockholders | $ | 0.11 | $ | 0.39 | $ | 0.27 | |||||||
Cash_and_Cash_Equivalents_Mark
Cash and Cash Equivalents, Marketable Securities and Restricted Cash | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Cash, Cash Equivalents, and Marketable Securities [Text Block] | ' | ||||||||
(5) Cash and Cash Equivalents, Marketable Securities and Restricted Cash | |||||||||
The Company’s cash and cash equivalents primarily consist of money market funds and checking accounts. Marketable securities consist of liquid short-term U.S. Treasuries, government agencies, certificates of deposit (insured up to FDIC limits), investment grade corporate and municipal bonds, corporate floating rate notes, and two municipal auction rate securities (“ARS”) issued by the District of Columbia with a par value of approximately $1.9 million. As of December 31, 2013, the total fair value of these marketable securities was approximately $13.1 million and the total cost basis was approximately $13.3 million. As of December 31, 2012, the total fair value of these marketable securities was approximately $35.4 million and the total cost basis was approximately $35.5 million. With the exception of the ARS, the maximum maturity for any investment is three years. The ARS mature in the year 2038. The Company accounts for its marketable securities in accordance with the provisions of ASC 320-10. The Company classifies these securities as available for sale and the securities are reported at fair value. Unrealized gains and losses are recorded as a component of accumulated other comprehensive income and excluded from net loss. Additionally, the Company has a total of approximately $1.3 million of cash that serves as collateral for outstanding letters of credit, and which cash is therefore restricted. The letters of credit serve as security deposits for the Company’s office space in New York City. | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Cash and cash equivalents | $ | 45,443,759 | $ | 23,845,360 | |||||
Current and noncurrent marketable securities | 13,097,735 | 35,394,318 | |||||||
Current and noncurrent restricted cash | 1,301,000 | 1,301,000 | |||||||
Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash | $ | 59,842,494 | $ | 60,540,678 | |||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
(6) Fair Value Measurements | |||||||||||||||||
The Company measures the fair value of its financial instruments in accordance with ASC 820-10, which refines the definition of fair value, provides a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The statement establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below: | |||||||||||||||||
· | Level 1: Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). | ||||||||||||||||
· | Level 2: Inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or vary substantially). | ||||||||||||||||
· | Level 3: Inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available). | ||||||||||||||||
Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Description: | |||||||||||||||||
Cash and cash equivalents (1) | $ | 45,443,759 | $ | 45,443,759 | $ | — | $ | — | |||||||||
Restricted cash (1) | 1,301,000 | 1,301,000 | — | — | |||||||||||||
Marketable securities (2) | 13,097,735 | 11,517,735 | — | 1,580,000 | |||||||||||||
Total at fair value | $ | 59,842,494 | $ | 58,262,494 | $ | — | $ | 1,580,000 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Description: | |||||||||||||||||
Cash and cash equivalents (1) | $ | 23,845,360 | $ | 23,845,360 | $ | — | $ | — | |||||||||
Restricted cash (1) | 1,301,000 | 1,301,000 | — | — | |||||||||||||
Marketable securities (2) | 35,394,318 | 33,854,318 | — | 1,540,000 | |||||||||||||
Total at fair value | $ | 60,540,678 | $ | 59,000,678 | $ | — | $ | 1,540,000 | |||||||||
(1) Cash and cash equivalents and restricted cash, totaling approximately $46.7 million and $25.1 million as of December 31, 2013 and 2012, respectively, consists primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. | |||||||||||||||||
(2) Marketable securities consist of liquid short-term U.S. Treasuries, government agencies, certificates of deposit (insured up to FDIC limits), investment grade corporate and municipal bonds and corporate floating rate notes for which we determine fair value through quoted market prices. Marketable securities also consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.5 million as of December 31, 2013 and 2012, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive (loss) income, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2013, the Company determined there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive (loss) income. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | |||||||||||||||||
The following table provides a reconciliation of the beginning and ending balance for the Company’s marketable securities measured at fair value using significant unobservable inputs (Level 3): | |||||||||||||||||
Marketable | |||||||||||||||||
Securities | |||||||||||||||||
Balance December 31, 2011 | $ | 1,410,000 | |||||||||||||||
Increase in fair value of investment | 130,000 | ||||||||||||||||
Balance December 31, 2012 | 1,540,000 | ||||||||||||||||
Increase in fair value of investment | 40,000 | ||||||||||||||||
Balance December 31, 2013 | $ | 1,580,000 | |||||||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
(7) Property and Equipment | |||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years; of furniture and fixtures is five years; and of capitalized software and Website development costs is variable based upon the applicable project. During the year ended December 31, 2013, completed capitalized software and Website development projects were deemed to have a three year useful life. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. | |||||||||
Property and equipment as of December 31, 2013 and 2012 consists of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 14,307,205 | $ | 14,210,373 | |||||
Furniture and fixtures | 2,726,959 | 2,740,089 | |||||||
Leasehold improvements | 3,401,591 | 3,354,575 | |||||||
20,435,755 | 20,305,037 | ||||||||
Less accumulated depreciation and amortization | 16,035,351 | 14,633,037 | |||||||
Property and equipment, net | $ | 4,400,404 | $ | 5,672,000 | |||||
Included in computer equipment are capitalized software and Website development costs of approximately $7.8 million and $7.7 million at December 31, 2013 and 2012, respectively. A summary of the activity of capitalized software and Website development costs is as follows: | |||||||||
Balance December 31, 2012 | $ | 7,691,591 | |||||||
Additions | 732,147 | ||||||||
Deletions | (582,231 | ) | |||||||
Balance December 31, 2013 | $ | 7,841,507 | |||||||
Depreciation and amortization expense for the above noted property and equipment aggregated approximately $2.1 million, $4.1 million and $4.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company does not include depreciation and amortization expense in cost of services. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||
(8) Goodwill and Other Intangible Assets | |||||||||
The Company’s goodwill and other intangible assets and related accumulated amortization as of December 31, 2013 and 2012 consist of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Total goodwill | $ | 27,997,286 | $ | 25,726,239 | |||||
Other intangible assets not subject to amortization: | |||||||||
Trade name | $ | 720,000 | $ | 720,000 | |||||
Total other intangible assets not subject to amortization | 720,000 | 720,000 | |||||||
Other intangible assets subject to amortization: | |||||||||
Customer relationships | 10,792,136 | 9,892,136 | |||||||
Software models | 1,988,194 | 1,988,194 | |||||||
Noncompete agreement | 130,000 | 1,339,535 | |||||||
Product databases | 3,367,000 | 3,307,000 | |||||||
Trade names | 500,000 | 480,000 | |||||||
Domain names | 160,425 | 162,975 | |||||||
Total other intangible assets subject to amortization | 16,937,755 | 17,169,840 | |||||||
Less accumulated amortization | (6,994,772 | ) | (6,699,283 | ) | |||||
Net other intangible assets subject to amortization | 9,942,983 | 10,470,557 | |||||||
Total other intangible assets | $ | 10,662,983 | $ | 11,190,557 | |||||
Intangible assets were established through business acquisitions. Definite-lived intangible assets are amortized on a straight-line basis over a weighted-average period of approximately 9.8 years for customer relationships, 4.7 years for software models, 3.0 years for noncompete agreements, 9.7 years for product darabases and 9.7 years for trade names. | |||||||||
Amortization expense totaled approximately $1.6 million, $1.3 million and $1.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The estimated amortization expense for the next five years is as follows: | |||||||||
For the Years | Amount | ||||||||
Ended | |||||||||
December 31, | |||||||||
2014 | $ | 1,684,358 | |||||||
2015 | 1,671,932 | ||||||||
2016 | 1,633,621 | ||||||||
2017 | 1,464,531 | ||||||||
2018 | 785,301 | ||||||||
Thereafter | 2,703,240 | ||||||||
Total | $ | 9,942,983 | |||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
(9) Accrued Expenses | |||||||||
Accrued expenses as of December 31, 2013 and 2012 consist of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Payroll and related costs | $ | 1,672,891 | $ | 1,861,066 | |||||
Business development | 697,049 | 306,764 | |||||||
Professional fees | 470,423 | 463,603 | |||||||
Advertising | 401,301 | 121,182 | |||||||
Tax related | 206,508 | 164,964 | |||||||
Restructuring and other charges (see note 14) | 96,273 | 1,838,904 | |||||||
Other liabilities | 793,978 | 1,164,669 | |||||||
Total accrued expenses | $ | 4,338,423 | $ | 5,921,152 | |||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||
(10) Income Taxes | |||||||||||||
The Company accounts for its income taxes in accordance with ASC 740-10. Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. | |||||||||||||
The Company had approximately $156 million and $150 million of federal and state net operating loss carryforwards as of December 31, 2013 and 2012, respectively. The Company has a full valuation allowance against its deferred tax assets as management concluded that it was more likely than not that the Company would not realize the benefit of its deferred tax assets by generating sufficient taxable income in future years. The Company expects to continue to provide a full valuation allowance until, or unless, it can sustain a level of profitability that demonstrates its ability to utilize these assets. | |||||||||||||
Subject to potential Section 382 limitations as discussed below, the federal losses are available to offset future taxable income through 2033 and expire from 2019 through 2033. Since the Company does business in various states and each state has its own rules with respect to the number of years losses may be carried forward, the state net operating loss carryforwards expire from 2014 through 2033. The net operating loss carryforwards as of December 31, 2013 and 2012 include approximately $15 million and $16 million, respectively, related to windfall tax benefits for which a benefit would be recorded to additional paid in capital when realized. | |||||||||||||
In accordance with Section 382 of the Internal Revenue code, the ability to utilize the Company’s net operating loss carryforwards could be limited in the event of a change in ownership and as such a portion of the existing net operating loss carryforwards may be subject to limitation. | |||||||||||||
The Company is subject to federal, state and local corporate income taxes. The components of the provision for income taxes reflected on the consolidated statements of operations from continuing operations are set forth below: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current taxes: | |||||||||||||
U.S. federal | $ | — | $ | — | $ | — | |||||||
State and local | — | — | — | ||||||||||
Total current tax benefit | $ | — | $ | — | $ | — | |||||||
Deferred taxes: | |||||||||||||
U.S. federal | $ | — | $ | — | $ | — | |||||||
State and local | — | — | — | ||||||||||
Total deferred tax expense | $ | — | $ | — | $ | — | |||||||
Total tax expense | $ | — | $ | — | $ | — | |||||||
A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is set forth below: | |||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. statutory federal income tax rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax benefit | 6.3 | 6.3 | 6 | ||||||||||
Effect of permanent differences | (2.9 | ) | (0.8 | ) | (1.6 | ) | |||||||
Change to valuation allowance | (37.4 | ) | (39.7 | ) | (38.4 | ) | |||||||
Other | 0 | 0.2 | 0 | ||||||||||
Effective income tax rate | 0 | % | 0 | % | 0 | % | |||||||
Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Significant components of the Company’s net deferred tax assets and liabilities are set forth below: | |||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Operating loss carryforward | $ | 62,992 | $ | 60,801 | |||||||||
Windfall tax benefit carryforward | (5,243 | ) | (5,498 | ) | |||||||||
Capital loss carryforward | 30 | — | |||||||||||
Goodwill | 285 | 833 | |||||||||||
Intangible assets | 1,195 | 1,215 | |||||||||||
Accrued expenses | 1,677 | 2,456 | |||||||||||
Depreciation | 693 | 509 | |||||||||||
Other | 2,050 | 2,178 | |||||||||||
Total deferred tax assets | 63,679 | 62,494 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Trademarks/goodwill | (288 | ) | (288 | ) | |||||||||
Total deferred tax liabilities | (288 | ) | (288 | ) | |||||||||
Less: valuation allowance | (63,679 | ) | (62,494 | ) | |||||||||
Net deferred tax liability | $ | (288 | ) | $ | (288 | ) | |||||||
The Company has no uncertain tax positions pursuant to ASC 740-10 for the years ended December 31, 2013, 2012 and 2011. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||
(11) Stockholders’ Equity | |||||||||||||||
Preferred Stock | |||||||||||||||
Securities Purchase Agreement | |||||||||||||||
On November 15, 2007, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with TCV VI, L.P., a Delaware limited partnership, and TCV Member Fund, L.P., a Delaware limited partnership (collectively, the “Purchasers”). | |||||||||||||||
Pursuant to the Purchase Agreement, the Company sold the Purchasers an aggregate of 5,500 shares of its newly-created Series B convertible preferred stock, par value $0.01 per share (“Series B Preferred Stock”), that are immediately convertible into an aggregate of 3,856,942 shares of its Common Stock at a conversion price of $14.26 per share, and warrants (the “Warrants”) to purchase an aggregate of 1,157,083 shares of Common Stock for $15.69 per share. The consideration paid for the Series B Preferred Stock and the Warrants was $55 million. As of December 31, 2013, no Series B Preferred Stock has been converted and the warrants have expired without any shares having been purchased. The Series B Preferred Stock has not been registered and the Company has not registered the shares of Common Stock issuable upon the conversion of the Series B Preferred Stock. | |||||||||||||||
Investor Rights Agreement | |||||||||||||||
On November 15, 2007, the Company also entered into an Investor Rights Agreement with the Purchasers (the “Investor Rights Agreement”) pursuant to which, among other things, the Company agreed to grant the Purchasers certain registration rights including the right to require the Company to file a registration statement within 30 days to register the Common Stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants and to use its reasonable best efforts to cause the registration to be declared effective within 90 days after the date the registration is filed. To date, no such request has been made. | |||||||||||||||
Certificate of Designation | |||||||||||||||
Pursuant to a Certificate of Designation for the Series B Preferred Stock (the “Certificate of Designation”) filed by the Company with the Secretary of State of the State of Delaware on November 15, 2007: (i) the Series B Preferred Stock has a purchase price per share equal to $10,000 (the “Original Issue Price”); (ii) in the event of any Liquidation Event (as defined in the Certificate of Designation), the holders of shares of Series B Preferred Stock are entitled to receive, prior to any distribution to the holders of the Common Stock, an amount per share equal to the Original Issue Price, plus any declared and unpaid dividends; (iii) the holders of the Series B Preferred Stock have the right to vote on any matter submitted to a vote of the stockholders of the Company and are entitled to vote that number of votes equal to the aggregate number of shares of Common Stock issuable upon the conversion of such holders’ shares of Series B Preferred Stock; (iv) for so long as 40% of the shares of Series B Preferred Stock remain outstanding, the holders of a majority of such shares will have the right to elect one person to the Company’s board of directors; (v) the Series B Preferred Stock automatically converts into an aggregate of 3,856,942 shares of Common Stock in the event that the Common Stock trades on a trading market at or above a closing price equal to $28.52 per share for 90 consecutive trading days and any demand registration previously requested by the holders of the Series B Preferred Stock has become effective; and (vi) so long as 30% of the shares of the currently-outstanding Series B Preferred Stock remain outstanding, the affirmative vote of the holders of a majority of such shares will be necessary to take any of the following actions: (a) authorize, create or issue any class or classes of our capital stock ranking senior to, or on a parity with (as to dividends or upon a liquidation event) the Series B Preferred Stock or any securities exercisable or exchangeable for, or convertible into, any now or hereafter authorized capital stock ranking senior to, or on a parity with (as to dividends or upon a liquidation event) the Series B Preferred Stock (including, without limitation, the issuance of any shares of Series B Preferred Stock (other than shares of Series B Preferred Stock issued as a stock dividend or in a stock split)); (b) any increase or decrease in the authorized number of shares of Series B Preferred Stock; (c) any amendment, waiver, alteration or repeal of our certificate of incorporation or bylaws in a way that adversely affects the rights, preferences or privileges of the Series B Preferred Stock; (d) the payment of any dividends (other than dividends paid in the capital stock of the Company or any of its subsidiaries) in excess of $0.10 per share per annum on the Common Stock unless after the payment of such dividends we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) in an amount equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference; and (e) the purchase or redemption of: (1) any Common Stock (except for the purchase or redemption from employees, directors and consultants pursuant to agreements providing us with repurchase rights upon termination of their service with us) unless after such purchase or redemption we have unrestricted cash (net of all indebtedness for borrowed money, purchase money obligations, promissory notes or bonds) equal to at least two times the product obtained by multiplying the number of shares of Series B Preferred Stock outstanding at the time such dividend is paid by the liquidation preference; or (2) any class or series of now or hereafter of our authorized stock that ranks junior to (upon a liquidation event) the Series B Preferred Stock. | |||||||||||||||
Treasury Stock | |||||||||||||||
In December 2000, the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s Common Stock, from time to time, in private purchases or in the open market. In February 2004, the Company’s Board of Directors approved the resumption of the stock repurchase program (the “Program”) under new price and volume parameters, leaving unchanged the maximum amount available for repurchase under the Program. However, the affirmative vote of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting separately as a single class, is necessary for the Company to repurchase its Common Stock (except as described above). During the years ended December 31, 2013 and 2012, the Company did not purchase any shares of Common Stock under the Program. Since inception of the Program, the Company has purchased a total of 5,453,416 shares of Common Stock at an aggregate cost of approximately $7.3 million. | |||||||||||||||
In addition, pursuant to the terms of the Company’s 2007 Plan, and certain procedures adopted by the Compensation Committee of the Board of Directors, in connection with the exercise of stock options by certain of the Company’s employees, and the issuance of shares of Common Stock in settlement of vested restricted stock units, the Company may withhold shares in lieu of payment of the exercise price and/or the minimum amount of applicable withholding taxes then due. Through December 31, 2013, the Company had withheld an aggregate of 1,348,883 shares which have been recorded as treasury stock. In addition, the Company received an aggregate of 208,270 shares as partial settlement of the working capital and debt adjustment from the acquisition of Corsis Technology Group II LLC and 3,338 shares as partial settlement of the working capital adjustment from the acquisition of Kikucall, Inc. These shares have been recorded as treasury stock. | |||||||||||||||
Dividends | |||||||||||||||
There were no dividends paid during the year ended December 31, 2013. The Company has reinstated the payment of a $0.025 quarterly per share dividend beginning with the first quarter of 2014. In the third quarter of 2012, the Company’s Board of Directors suspended the payment of a quarterly dividend. During both the first and second quarters of 2012, and for each of the four quarters in the year ended December 31, 2011, the Company paid a quarterly cash dividend of $0.025 per share on its Common Stock and its Series B Preferred Stock on a converted common share basis. For the years ended December 31, 2012 and 2011, these dividend payments totaled approximately $1.8 million and $3.8 million, respectively. | |||||||||||||||
Stock Options | |||||||||||||||
Under the terms of the 1998 Stock Incentive Plan (the “1998 Plan”), 8,900,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, restricted stock, deferred stock, restricted stock units, or any combination thereof. Under the terms of the 2007 Plan, 7,750,000 shares of Common Stock of the Company were reserved for awards of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards. The 2007 Plan also authorized cash performance awards. Additionally, under the terms of the 2007 Plan, unused shares authorized for award under the 1998 Plan are available for issuance under the 2007 Plan. No further awards will be made under the 1998 Plan. Awards may be granted to such directors, employees and consultants of the Company as the Compensation Committee of the Board of Directors shall select in its discretion or delegate to management to select. Only employees of the Company are eligible to receive grants of incentive stock options. Awards generally vest over a three- to five-year period and stock options generally have terms of five years. As of December 31, 2013, there remained approximately 2.2 million shares available for future awards under the 2007 Plan. Stock-based compensation expense for the years ended December 31, 2013, 2012 and 2011 was approximately $2.1 million (inclusive of $393 thousand included in restructuring and other charges), $2.4 million (inclusive of $222 thousand included in restructuring and other charges) and $3.4 million, respectively. | |||||||||||||||
A stock option represents the right, once the option has vested and become exercisable, to purchase a share of the Company’s Common Stock at a particular exercise price set at the time of the grant. A restricted stock unit (“RSU”) represents the right to receive one share of the Company’s Common Stock (or, if provided in the award, the fair market value of a share in cash) on the applicable vesting date for such RSU. Until the stock certificate for a share of Common Stock represented by an RSU is delivered, the holder of an RSU does not have any of the rights of a stockholder with respect to the Common Stock. However, the grant of an RSU includes the grant of dividend equivalents with respect to such RSU. The Company records cash dividends for RSUs to be paid in the future at an amount equal to the rate paid on a share of Common Stock for each then-outstanding RSU granted. The accumulated dividend equivalents related to outstanding grants vest on the applicable vesting date for the RSU with respect to which such dividend equivalents were credited, and are paid in cash at the time a stock certificate evidencing the shares represented by such vested RSU is delivered. | |||||||||||||||
A summary of the activity of the 1998 and 2007 Plans and awards issued outside of the Plan pertaining to stock option grants is as follows: | |||||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||||
Underlying | Average | Intrinsic | Average | ||||||||||||
Awards | Exercise | Value | Remaining | ||||||||||||
Price | $0 | Contractual Life | |||||||||||||
(In Years) | |||||||||||||||
Awards outstanding, December 31, 2012 | 3,251,849 | $ | 2.22 | ||||||||||||
Options granted | 1,645,534 | $ | 2.02 | ||||||||||||
Options exercised | (42,578 | ) | $ | 1.75 | |||||||||||
Options cancelled | (117,029 | ) | $ | 2.43 | |||||||||||
Options expired | (302,240 | ) | $ | 6.01 | |||||||||||
Awards outstanding, December 31, 2013 | 4,435,536 | $ | 1.89 | $ | 1,806 | 4.7 | |||||||||
Awards vested and expected to vest at December 31, 2013 | 4,011,951 | $ | 1.88 | $ | 1,654 | 4.68 | |||||||||
Awards exercisable at December 31, 2013 | 1,202,084 | $ | 1.9 | $ | 557 | 4.36 | |||||||||
A summary of the activity of the 1998 and 2007 Plans pertaining to grants of restricted stock units is as follows: | |||||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||||
Underlying | Average | Intrinsic | Average | ||||||||||||
Awards | Exercise | Value | Remaining | ||||||||||||
Price | $0 | Contractual | |||||||||||||
Life (In | |||||||||||||||
Years) | |||||||||||||||
Awards outstanding, December 31, 2012 | 913,027 | $ | — | ||||||||||||
Restricted stock units granted | 1,338,018 | $ | — | ||||||||||||
Restricted stock units settled by delivery of Common Stock upon vesting | (751,371 | ) | $ | — | |||||||||||
Restricted stock units cancelled | (21,227 | ) | $ | — | |||||||||||
Awards outstanding, December 31, 2013 | 1,478,447 | $ | — | $ | 3,341 | 3.74 | |||||||||
Awards vested and expected to vest at December 31, 2013 | 1,406,822 | $ | — | $ | 3,179 | 3.06 | |||||||||
A summary of the status of the Company’s unvested share-based payment awards as of December 31, 2013 and changes in the year then ended is as follows: | |||||||||||||||
Unvested Awards | Awards | Weighted | |||||||||||||
Average Grant | |||||||||||||||
Date Fair | |||||||||||||||
Value | |||||||||||||||
Shares underlying awards unvested at December 31, 2012 | 3,834,606 | $ | 1.05 | ||||||||||||
Shares underlying options granted | 1,645,534 | $ | 0.63 | ||||||||||||
Shares underlying restricted stock units granted | 1,338,018 | $ | 2.06 | ||||||||||||
Shares underlying options vested | (1,216,632 | ) | $ | 0.51 | |||||||||||
Shares underlying restricted stock units issued | (751,371 | ) | $ | 2.9 | |||||||||||
Shares underlying unvested options cancelled | (117,029 | ) | $ | 0.79 | |||||||||||
Shares underlying unvested restricted stock units cancelled | (21,227 | ) | $ | 3.25 | |||||||||||
Shares underlying awards unvested at December 31, 2013 | 4,711,899 | $ | 1.03 | ||||||||||||
For the years ended December 31, 2013, 2012 and 2011, approximately 1.6 million, 2.8 million and 730 thousand stock options, respectively, were granted to employees of the Company, and 43 thousand options were exercised during the year ended December 31, 2013 yielding $74 thousand of cash proceeds to the Company. There were no stock options exercised during the years ended December 31, 2012 or 2011. For the years ended December 31, 2013, 2012 and 2011, approximately 1.3 million, 249 thousand and 1.4 million restricted stock units, respectively, were granted to employees of the Company, and 751 thousand, 1.3 million and 681 thousand shares, respectively, were issued under restricted stock unit grants. The weighted-average grant date fair value per share of employee stock options granted during the years ended December 31, 2013, 2012 and 2011 was $0.63, $0.48 and $0.89, respectively, and the weighted-average grant date fair value per share of employee restricted stock units granted was $2.06, $1.77 and $2.82, respectively. For the years ended December 31, 2013, 2012 and 2011, the total fair value of share-based awards vested was approximately $2.1 million, $2.7 million and $1.9 million, respectively. For the year ended December 31, 2013, the total intrinsic value of options exercised was approximately $16 thousand. There were no options exercised during the years ended December 31, 2012 or 2011. For the years ended December 31, 2013, 2012 and 2011, the total intrinsic value of restricted stock units that vested was approximately $1.4 million, $2.5 million and $1.6 million, respectively. As of December 31, 2013, there was approximately $4.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 3.4 years. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||||||||||||||||||||
(12) Commitments and Contingencies | |||||||||||||||||||||||||||||
Operating Leases and Employment Agreements | |||||||||||||||||||||||||||||
The Company is committed under operating leases, principally for office space, which expire at various dates through August 31, 2021. Certain leases contain escalation clauses relating to increases in property taxes and maintenance costs. Rent and equipment rental expenses were approximately $1.5 million, $1.5 million and $1.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. Additionally, the Company has agreements with certain of its employees and outside contributors, whose future minimum payments are dependent on the future fulfillment of their services thereunder. As of December 31, 2013, total future minimum cash payments are as follows: | |||||||||||||||||||||||||||||
Payments Due by Year | |||||||||||||||||||||||||||||
Contractual obligations: | Total | 2014 | 2015 | 2016 | 2017 | 2018 | After 2018 | ||||||||||||||||||||||
Operating leases | $ | 16,708,304 | $ | 1,872,688 | $ | 1,819,238 | $ | 1,967,230 | $ | 2,557,338 | $ | 2,622,557 | $ | 5,869,253 | |||||||||||||||
Employment agreement | 10,000,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | — | — | ||||||||||||||||||||||
Outside contributors | 391,667 | 350,000 | 41,667 | — | — | — | — | ||||||||||||||||||||||
Total contractual cash obligations | $ | 27,099,971 | $ | 4,722,688 | $ | 4,360,905 | $ | 4,467,230 | $ | 5,057,338 | $ | 2,622,557 | $ | 5,869,253 | |||||||||||||||
Future minimum cash payments for the year ending December 31, 2014 related to operating leases has been reduced by approximately $733 thousand related to payments to be received related to the sublease of office space. | |||||||||||||||||||||||||||||
Legal Proceedings | |||||||||||||||||||||||||||||
The Company is party to other legal proceedings arising in the ordinary course of business or otherwise, none of which is deemed material. |
Long_Term_Investment
Long Term Investment | 12 Months Ended |
Dec. 31, 2013 | |
Investments, All Other Investments [Abstract] | ' |
Cost-method Investments, Description [Text Block] | ' |
(13) Long Term Investment | |
During 2008, the Company made an investment in Debtfolio, Inc., doing business as Geezeo, an online financial management solutions provider for banks and credit unions. The investment totaled approximately $1.9 million for an 18.5% ownership stake. Additionally, the Company incurred approximately $0.2 million of legal fees in connection with this investment. The Company retained the option to purchase the company based on an equity value of $12 million at any point prior to April 23, 2009, but did not exercise the option. During the first quarter of 2009, the carrying value of the Company’s investment was written down to fair value based upon an estimate of the market value of the Company’s equity in light of Debtfolio’s efforts to raise capital at the time from third parties. The impairment charge approximated $1.5 million. The Company performed an additional impairment test as of December 31, 2009 and no additional impairment in value was noted. During the three months ended June 30, 2010, the Company determined it necessary to record a second impairment charge totaling approximately $555 thousand, writing the value of the investment to zero. This was deemed necessary by management based upon their consideration of Debtfolio, Inc.’s continued negative cash flow from operations, current financial position and lack of current liquidity. In October 2011, Debtfolio, Inc. repurchased the Company’s ownership stake in exchange for a subordinated promissory note in the aggregate principal amount of approximately $0.6 million payable on October 31, 2014. As of December 31, 2013, we maintain a full valuation allowance against our subordinated promissory note due to the uncertainty of eventual collection. |
Restructuring_and_Other_Charge
Restructuring and Other Charges | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring and Related Activities Disclosure [Text Block] | ' | |||||||||||||||
(14) Restructuring and Other Charges | ||||||||||||||||
During the year ended December 31, 2013, the Company recognized restructuring and other charges totaling approximately $386 thousand primarily related to noncash stock-based compensation costs in connection with the accelerated vesting of certain restricted stock units for a terminated employee (the “2013 Restructuring”). | ||||||||||||||||
The following table displays the activity of the 2013 Restructuring reserve account during the year ended December 31, 2013: | ||||||||||||||||
Restructuring and other charges | $ | 385,610 | ||||||||||||||
Noncash deductions | (393,195 | ) | ||||||||||||||
Adjustment to prior estimate | 7,585 | |||||||||||||||
Ending balance | $ | — | ||||||||||||||
During the year ended December 31, 2012, the Company implemented a targeted reduction in force. Additionally, in accessing the ongoing needs of the organization, the Company elected to discontinue using certain software as a service, consulting and data providers, and elected to write-off certain previously capitalized software development projects. The actions were taken after a review of the Company’s cost structure with the goal of better aligning the cost structure with the Company’s revenue base. These restructuring efforts resulted in restructuring and other charges from continuing operations of approximately $3.4 million during the year ended December 31, 2012. Additionally, as a result of the Company’s acquisition of The Deal in September 2012, the Company discontinued the use of The Deal’s office space and implemented a reduction in force to eliminate redundant positions, resulting in restructuring and other charges from continuing operations of approximately $3.5 million during the year ended December 31, 2012. Collectively, these activities are referred to as the “2012 Restructuring”. | ||||||||||||||||
The following table displays the activity of the 2012 Restructuring reserve account from the initial charges during the first quarter of 2012 through December 31, 2013. The remaining balance as of December 31, 2013 relates to the lease for The Deal’s office space which expires in August 2021. | ||||||||||||||||
Workforce Reduction | Asset Write-Off | Termination of Vendor Services | Lease Termination | $ | Total | |||||||||||
Restructuring charge | $ | 3,307,330 | $ | 954,302 | $ | 531,828 | $ | 2,085,000 | 6,878,460 | |||||||
Noncash charges | -222,215 | -954,302 | -220,178 | - | -1,396,695 | |||||||||||
Payments | -2,462,425 | - | -148,816 | -190,518 | -2,801,759 | |||||||||||
Balance December 31, 2012 | 622,690 | - | 162,834 | 1,894,482 | 2,680,006 | |||||||||||
Adjustments to prior estimates | -7,586 | - | 5,446 | 27,130 | 24,990 | |||||||||||
Payments | -615,104 | - | -168,280 | (640,200) | (1,423,584) | |||||||||||
Balance December 31, 2013 | $ | - | $ | - | $ | - | $ | $1,281,412 | $ | 1,281,412 | ||||||
In December 2011, the Company announced a management transition under which the Company’s chief executive officer would step down from his position by March 31, 2012. Additionally, in December 2011, a senior vice president separated from the Company. As a result of these activities, the Company incurred restructuring and other charges from continuing operations of approximately $1.8 million during the year ended December 31, 2011 (the “2011 Restructuring”). | ||||||||||||||||
The following table displays the activity of the 2011 Restructuring reserve account from the initial charges during the fourth quarter 2011 through December 31, 2013: | ||||||||||||||||
Restructuring and other charges | $ | 1,825,799 | ||||||||||||||
Noncash charges | (647,152 | ) | ||||||||||||||
Balance December 31, 2011 | 1,178,647 | |||||||||||||||
Payments | (1,177,106 | ) | ||||||||||||||
Balance December 31, 2012 | 1,541 | |||||||||||||||
Payments | (1,541 | ) | ||||||||||||||
Balance December 31, 2013 | $ | — | ||||||||||||||
In March 2009, the Company announced and implemented a reorganization plan, including an approximate 8% reduction in the Company’s workforce, to align the Company’s resources with its strategic business objectives. Additionally, effective March 21, 2009 the Company’s then chief executive officer tendered his resignation, effective May 8, 2009 the Company’s then chief financial officer tendered his resignation, and in December 2009 the Company sold its Promotions.com subsidiary and entered into negotiations to sublease certain office space maintained by Promotions.com. As a result of these activities, the Company incurred restructuring and other charges from continuing operations of approximately $3.5 million during the year ended December 31, 2009 (the “2009 Restructuring”). During the year ended December 31, 2012, the Company recorded a reduction to previously estimated charges resulting in a net credit of approximately $289 thousand. | ||||||||||||||||
The following table displays the activity of the 2009 Restructuring reserve account from the initial charges during the first quarter 2009 through December 31, 2013. The remaining balance as of December 31, 2013 relates to the Promotions.com office space which expires in February 2014. | ||||||||||||||||
Restructuring and other charges | $ | 3,460,914 | ||||||||||||||
Noncash charges | (451,695 | ) | ||||||||||||||
Payments | (1,779,163 | ) | ||||||||||||||
Balance December 31, 2009 | 1,230,056 | |||||||||||||||
Payments | (385,295 | ) | ||||||||||||||
Balance December 31, 2010 | 844,761 | |||||||||||||||
Payments | (170,396 | ) | ||||||||||||||
Balance December 31, 2011 | 674,365 | |||||||||||||||
Payments | (165,401 | ) | ||||||||||||||
Reduction to prior estimate | (288,667 | ) | ||||||||||||||
Balance December 31, 2012 | 220,297 | |||||||||||||||
Payments | (124,023 | ) | ||||||||||||||
Balance December 31, 2013 | $ | 96,274 | ||||||||||||||
Other_Liabilities
Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ' | ||||||||
Other Liabilities Disclosure [Text Block] | ' | ||||||||
(15) Other Liabilities | |||||||||
Other liabilities consist of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred rent | $ | 2,629,798 | $ | 2,954,944 | |||||
Noncurrent restructuring charges | 1,281,412 | 1,062,940 | |||||||
Deferred revenue | 758,119 | 283,698 | |||||||
Other liabilities | 2,092 | 39,167 | |||||||
$ | 4,671,421 | $ | 4,340,749 | ||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
(16) Employee Benefit Plan | |
The Company maintains a noncontributory savings plan in accordance with Section 401(k) of the Internal Revenue Code. The 401(k) plan covers all eligible employees and through December 31, 2012 provided an employer match of 50% of employee contributions, up to a maximum of 4% of each employee’s total compensation within statutory limits. Effective January 1, 2013, the Company increased its matching contribution to 100% of employee contributions, up to a maximum of 6% of each employee’s total compensation within statutory limits. Effective January 1, 2014, the Company will be increasing its matching contribution to 100% of employee contributions, up to a maximum of 8% of each employee’s total compensation within statutory limits. The Company’s matching contribution totaled approximately $759 thousand, $123 thousand and $297 thousand for the years ended December 31, 2013, 2012 and 2011, respectively. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information [Text Block] | ' | ||||||||||||||||
(17) Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Total net revenue | $ | 12,580 | $ | 13,484 | $ | 13,585 | $ | 14,801 | |||||||||
Total operating expense | $ | 14,395 | $ | 14,627 | $ | 14,796 | $ | 14,628 | |||||||||
Net (loss) income | $ | (1,743 | ) | $ | (1,076 | ) | $ | (1,179 | ) | $ | 213 | ||||||
Basic and diluted net (loss) income per share | $ | (0.05 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.01 | ||||||
For the Year Ended December 31, 2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Total net revenue | $ | 12,816 | $ | 12,481 | $ | 11,598 | $ | 13,826 | |||||||||
Total operating expense | 17,349 | 14,464 | 15,916 | 16,131 | |||||||||||||
Net loss | (4,437 | ) | (1,875 | ) | (4,227 | ) | (2,176 | ) | |||||||||
Preferred stock cash dividends | 96 | 97 | — | — | |||||||||||||
Net loss attributable to common stockholders | $ | (4,533 | ) | $ | (1,972 | ) | $ | (4,227 | ) | $ | (2,176 | ) | |||||
Basic and diluted net loss per share: | |||||||||||||||||
Net loss | $ | (0.14 | ) | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.07 | ) | |||||
Preferred stock cash dividends | (0.00 | ) | (0.00 | ) | — | — | |||||||||||
Net loss attributable to common stockholders | $ | (0.14 | ) | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.07 | ) | |||||
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | ' | ||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
For the Years Ended December 31, 2013, 2012 and 2011 | |||||||||||||||||
Allowance for Doubtful Accounts | Balance at | Provisions | Write- | Balance at | |||||||||||||
Beginning | Charged to | offs | End of | ||||||||||||||
of Period | Expense | Period | |||||||||||||||
For the year ended December 31, 2013 | $ | 165,291 | $ | 80,819 | $ | 43,903 | $ | 202,207 | |||||||||
For the year ended December 31, 2012 | $ | 158,870 | $ | 114,870 | $ | 108,449 | $ | 165,291 | |||||||||
For the year ended December 31, 2011 | $ | 238,228 | $ | 182,946 | $ | 262,304 | $ | 158,870 | |||||||||
Deferred Tax Asset Valuation Allowance | Balance at | Provisions | Write- | Balance at | |||||||||||||
Beginning | Charged to | offs | end of | ||||||||||||||
of Period | Expense | Period | |||||||||||||||
For the year ended December 31, 2013 | $ | 62,493,958 | $ | 1,185,003 | $ | — | $ | 63,678,961 | |||||||||
For the year ended December 31, 2012 | $ | 57,560,365 | $ | 4,933,593 | $ | — | $ | 62,493,958 | |||||||||
For the year ended December 31, 2011 | $ | 52,803,494 | $ | 4,756,871 | $ | — | $ | 57,560,365 | |||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies, by Policy (Policies) [Line Items] | ' | ||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are deemed to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, the following: | |||||||||||||
· | useful lives of intangible assets, | ||||||||||||
· | useful lives of fixed assets, | ||||||||||||
· | the carrying value of goodwill, intangible assets and marketable securities, | ||||||||||||
· | allowances for doubtful accounts and deferred tax assets, | ||||||||||||
· | accrued expense estimates, | ||||||||||||
· | reserves for estimated tax liabilities, | ||||||||||||
· | estimates in connection with the allocation of the purchase price of The Deal, LLC and certain assets acquired from DealFlow Media, Inc. to the fair value of the assets acquired and liabilities assumed, | ||||||||||||
· | certain estimates and assumptions used in the calculation of the fair value of equity compensation issued to employees, and | ||||||||||||
· | restructuring charges | ||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||
Consolidation | |||||||||||||
The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of TheStreet, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation | |||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||
Revenue Recognition | |||||||||||||
The Company generates its revenue primarily from subscription services and media. | |||||||||||||
Subscription services is comprised of subscriptions, licenses and fees for access to securities investment information, stock market commentary, rate services and transactional information pertaining to the mergers and acquisitions environment. Subscriptions are generally charged to customers’ credit cards or are directly billed to corporate subscribers. These are generally billed in advance on a monthly or annual basis. The Company calculates net subscription revenue by deducting from gross revenue an estimate of potential refunds from cancelled subscriptions as well as chargebacks of disputed credit card charges. Net subscription revenue is recognized ratably over the subscription periods. Deferred revenue relates to payments for subscription fees for which revenue has not been recognized because services have not yet been provided. | |||||||||||||
Subscription services revenue is subject to estimation and variability due to the fact that, in the normal course of business, subscribers may, for various reasons contact us or their credit card companies to request a refund or other adjustment for a previously purchased subscription. With respect to many of our annual newsletter subscription products, we offer the ability to receive a refund during the first 30 days but none thereafter. Accordingly, we maintain a provision for estimated future revenue reductions resulting from expected refunds and chargebacks related to subscriptions for which revenue was recognized in a prior period. The calculation of this provision is based upon historical trends and is reevaluated each quarter. The provision was not material for the three years ended December 31, 2013. | |||||||||||||
Media revenue includes fees charged for the placement of advertising and sponsorships within our services, and is recognized as the advertising or sponsorship is displayed, provided that collection of the resulting receivable is reasonably assured. Media revenue also includes revenue generated from syndication and licensing of data as well as other miscellaneous, non-subscription related sources. | |||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||
Cash, Cash Equivalents and Restricted Cash | |||||||||||||
The Company considers all short-term investment-grade securities with original maturities of three months or less from the date of purchase to be cash equivalents. The Company has a total of approximately $1.3 million of cash that serves as collateral for outstanding letters of credit,which cash is classified as restricted. The letters of credit serve as security deposits for the Company’s office space in New York City | |||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Property and equipment are depreciated on a straight-line basis over the estimated useful lives of the assets. The estimated useful life of computer equipment, computer software and telephone equipment is three years; of furniture and fixtures is five years; and of capitalized software and Website development costs is variable based upon the applicable project. During the year ended December 31, 2013, completed capitalized software and Website development projects were deemed to have a three year useful life. Leasehold improvements are amortized on a straight-line basis over the shorter of the respective lease term or the estimated useful life of the asset. If the useful lives of the assets differ materially from the estimates contained herein, additional costs could be incurred, which could have an adverse impact on our expenses. | |||||||||||||
Internal Use Software, Policy [Policy Text Block] | ' | ||||||||||||
Capitalized Software and Website Development Costs | |||||||||||||
The Company expenses all costs incurred in the preliminary project stage for software developed for internal use and capitalizes all external direct costs of materials and services consumed in developing or obtaining internal-use computer software in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other (“ASC 350”). In addition, for employees who are directly associated with and who devote time to internal-use computer software projects, to the extent of the time spent directly on the project, the Company capitalizes payroll and payroll-related costs of such employees incurred once the development has reached the applications development stage. For the years ended December 31, 2013, 2012 and 2011, the Company capitalized software development costs totaling approximately $289 thousand, $401 thousand and $885 thousand, respectively. All costs incurred for upgrades, maintenance and enhancements that do not result in additional functionality are expensed. | |||||||||||||
The Company also accounts for its Website development costs under ASC 350, which provides guidance on the accounting for the costs of development of company Websites, dividing the Website development costs into five stages: (1) the planning stage, during which the business and/or project plan is formulated and functionalities, necessary hardware and technology are determined, (2) the Website application and infrastructure development stage, which involves acquiring or developing hardware and software to operate the Website, (3) the graphics development stage, during which the initial graphics and layout of each page are designed and coded, (4) the content development stage, during which the information to be presented on the Website, which may be either textual or graphical in nature, is developed, and (5) the operating stage, during which training, administration, maintenance and other costs to operate the existing Website are incurred. The costs incurred in the Website application and infrastructure stage, the graphics development stage and the content development stage are capitalized; all other costs are expensed as incurred. Amortization of capitalized costs will not commence until the project is completed and placed into service. For the years ended December 31, 2013, 2012 and 2011, the Company capitalized Website development costs totaling approximately $443 thousand, $100 thousand and $369 thousand, respectively. | |||||||||||||
Capitalized software and Website development costs are amortized using the straight-line method over the estimated useful life of the software or Website. Total amortization expense was approximately $743 thousand, $1.5 million and $2.2 million, for the years ended December 31, 2013, 2012 and 2011, respectively | |||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||
Goodwill and Other Intangible Assets | |||||||||||||
Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Under the provisions of ASC 350, goodwill and indefinite-lived intangible assets are required to be tested for impairment on an annual basis and between annual tests whenever indications of impairment exist. Impairment exists when the carrying amount of goodwill and indefinite-lived intangible assets exceed their implied fair value, resulting in an impairment charge for this excess. | |||||||||||||
The Company evaluates goodwill and indefinite-lived intangible assets for impairment using a two-step impairment test approach at the Company level, as the Company is considered to operate as a single reporting unit. In the first step, the fair value of the Company is compared to its book value, including goodwill and indefinite-lived intangible assets. If the fair value of the Company is less than the book value, a second step is performed that compares the implied fair value of the Company’s goodwill and indefinite-lived intangible assets to the book value of the goodwill and indefinite-lived intangible assets. The fair value for the goodwill and indefinite-lived intangible assets is determined based on the difference between the fair value of the Company and the net fair values of identifiable assets and liabilities. If the fair value of the goodwill and indefinite-lived intangible assets is less than the book value, the difference is recognized as impairment. We test for goodwill impairment at the enterprise level as the Company is considered to operate as a single reporting unit. | |||||||||||||
In September 2011, the FASB issued ASU 2011-08, Testing for Goodwill Impairment (“ASU 2011-08”). ASU 2011-08 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test. During 2013, the Company elected not to apply the qualitative assessment under this guidance and continued to apply the quantitative assessment in its evaluating of goodwill for impairment. | |||||||||||||
The Company performs annual impairment tests of goodwill and other intangible assets with indefinite lives as of September 30 each year or when circumstances arise that indicate a possible impairment might exist. Based upon its annual impairment test performed as of September 30, 2013 and 2012, no impairment was indicated as the Company’s fair value, inclusive of a control premium, exceeded its book value by approximately 51% and 13%, respectively. The fair value of the Company was estimated using a market approach, based upon actual prices of the Company’s Common Stock and the estimated fair value of the Company’s outstanding Preferred Shares. We also performed an income approach by using the discounted cash flow method to confirm the reasonableness of the results. The fair value of the Company’s outstanding Preferred Shares requires significant judgments, including the estimation of the amount of time until a liquidation event occurs as well as an appropriate cash flow discount rate. Further, in assigning a fair value to the Company’s Preferred Stock, the Company also considered that the preferred shareholders are entitled to receive a $55 million liquidation preference upon liquidation or dissolution of the Company or upon any change of control event. Additionally, the holders of the Preferred Shares are entitled to receive dividends and to vote as a single class together with the holders of the Common Stock on an as-converted basis and, provided certain preferred share ownership levels are maintained, are entitled to representation on the Company’s board of directors and may unilaterally block issuance of certain classes of capital stock, the purchase or redemption of certain classes of capital stock, including Common Stock (with certain exceptions) and any increases in the per-share amount of dividends payable to the holders of the Common Stock. | |||||||||||||
As of December 31, 2012, the Company performed an interim impairment test of its goodwill due to certain potential impairment indicators, including the loss of certain key personnel. The fair value of the Company’s goodwill was estimated using a market approach, based upon actual prices of the Company’s Common Stock excluding any control premium, and the estimated fair value of the company’s outstanding preferred shares. As a result of this December 31, 2012 impairment test, the Company concluded that goodwill was not impaired. | |||||||||||||
A decrease in the price of the Company’s Common Stock, or changes in the estimated value of the Company’s preferred shares, could materially affect the determination of the fair value and could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. | |||||||||||||
Additionally, the Company evaluates the remaining useful lives of intangible assets each year to determine whether events or circumstances continue to support their useful life. There have been no changes in useful lives of intangible assets for each period presented | |||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||||||
Long-Lived Assets | |||||||||||||
The Company evaluates long-lived assets, including amortizable identifiable intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Upon such an occurrence, recoverability of assets is measured by comparing the carrying amount of an asset to forecasted undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management does not believe that there was any impairment of long-lived assets at December 31, 2013 and 2012. | |||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||
Income Taxes | |||||||||||||
The Company accounts for its income taxes in accordance with ASC 740-10, Income Taxes (“ASC 740-10”). Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases. ASC 740-10 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized based on all available positive and negative evidence. As of December 31, 2013 and 2012, we maintained a full valuation allowance against our deferred tax assets due to our prior history of pre-tax losses and uncertainty about the timing of and ability to generate taxable income in the future and our assessment that the realization of the deferred tax assets did not meet the “more likely than not” criterion under ASC 740-10. | |||||||||||||
ASC 740-10 also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. As of December 31, 2013 and 2012, no liability for unrecognized tax benefits was required to be recorded. Interest costs related to unrecognized tax benefits would be classified within “Net interest income” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative” expenses. There is no interest expense or penalty related to tax uncertainties reported in the consolidated statements of operations for the years ended December 31, 2013, 2012 or 2011. | |||||||||||||
Deferred tax assets pertaining to windfall tax benefits on the exercise of share awards and the corresponding credit to additional paid-in capital are recorded if the related tax deduction reduces tax payable. The Company has elected the “with-and-without approach” regarding ordering of windfall tax benefits to determine whether the windfall tax benefit did reduce taxes payable in the current year. Under this approach, the windfall tax benefits would be recognized in additional paid-in capital only if an incremental tax benefit is realized after considering all other tax benefits presently available to the Company. | |||||||||||||
The Company files income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances, the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2010, and is not currently under examination by any federal, state or local jurisdiction. It is not anticipated that unrecognized tax benefits will significantly change in the next twelve months | |||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of accounts and other receivables, accounts payable, accrued expenses and deferred revenue approximate fair value due to the short-term maturities of these instruments | |||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||||||
Business Concentrations and Credit Risk | |||||||||||||
Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and restricted cash. The Company maintains all of its cash, cash equivalents and restricted cash in four domestic financial institutions, and performs periodic evaluations of the relative credit standing of these institutions. As of December 31, 2013, the Company’s cash, cash equivalents and restricted stock primarily consisted of money market funds and checking accounts. | |||||||||||||
For the years ending December 31, 2013, 2012 and 2011, no individual client accounted for 10% or more of consolidated revenue. As of December 31, 2013 and 2012, one client accounted for more than 10% of our gross accounts receivable balance in each period. | |||||||||||||
The Company’s customers are primarily concentrated in the United States and we carry accounts receivable balances. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends and other information. To date, actual losses have been within management’s expectations | |||||||||||||
Comprehensive Income, Policy [Policy Text Block] | ' | ||||||||||||
Other Comprehensive Loss | |||||||||||||
Comprehensive loss is a measure which includes both net loss and other comprehensive loss. Other comprehensive loss results from items deferred from recognition into the statement of operations. Accumulated other comprehensive loss is separately presented on the consolidated statement of comprehensive loss and on both the Company’s consolidated balance sheet and as part of the consolidated statement of stockholders’ equity. | |||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||
Net Loss Per Share of Common Stock | |||||||||||||
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share. Potential common shares consist of restricted stock units (using the treasury stock method), the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Such warrants to purchase Common Stock all expired during the fourth quarter of 2012. For the years ended December 31, 2013 2012 and 2011, approximately 4.2 million, 3.3 million and 4.5 million unvested restricted stock units, vested and unvested options and warrants to purchase Common Stock, respectively, were excluded from the calculation, as their effect would result in a lower net loss per share | |||||||||||||
Earnings Per Share Policy, Basic | 'Basic net loss per share is computed using the weighted average number of common shares outstanding during the period | ||||||||||||
Earnings Per Share Policy, Diluted | 'Diluted net loss per share is computed using the weighted average number of common shares and potential common shares outstanding during the period, so long as the inclusion of potential common shares does not result in a lower net loss per share | ||||||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||||||
Advertising Costs | |||||||||||||
Advertising costs are expensed as incurred. For the years ended December 31, 2013, 2012 and 2011, advertising expense totaled approximately $2.9 million, $2.9 million and $3.7 million, respectively. | |||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
The Company accounts for stock-based compensation under ASC 718-10, Share Based Payment Transactions (“ASC 718-10”). This requires that the cost resulting from all share-based payment transactions be recognized in the financial statements based upon estimated fair values. | |||||||||||||
Stock-based compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 was approximately $2.1 million, $2.4 million and $3.4 million, respectively. As of December 31, 2013, there was approximately $4.1 million of unrecognized stock-based compensation expense remaining to be recognized over a weighted-average period of 3.4 years. | |||||||||||||
The Company estimates the fair value of share-based payment awards on the date of grant. The value of stock options granted to employees and directors is estimated using the Black-Scholes option-pricing model. The value of each restricted stock unit under the Company’s 2007 Performance Incentive Plan (the “2007 Plan”) is equal to the closing price per share of the Company’s Common Stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods. | |||||||||||||
Stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 includes compensation expense for all share-based payment awards based upon the estimated grant date fair value. The Company recognizes compensation expense for share-based payment awards on a straight-line basis over the requisite service period of the award. As stock-based compensation expense recognized in the years ended December 31, 2013, 2012 and 2011 is based upon awards ultimately expected to vest, it has been reduced for estimated forfeitures. The Company estimates forfeitures at the time of grant which are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||
The Company estimates the fair value of stock option awards on the date of grant using the Black-Scholes option-pricing model. This determination is affected by the Company’s stock price as well as assumptions regarding expected volatility, risk-free interest rate, and expected dividends. The weighted-average grant date fair value per share of stock option awards granted during the years ended December 31, 2013, 2012 and 2011 was $0.63, $0.48 and $0.89, respectively, using the Black-Scholes model with the weighted-average assumptions presented below. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. In determining the volatility assumption, the Company used a historical analysis of the volatility of the Company’s share price for the preceding period equal to the expected option lives. The expected option lives, which represent the period of time that options granted are expected to be outstanding, were estimated based upon the “simplified” method for “plain-vanilla” options. The risk-free interest rate assumption was based upon observed interest rates appropriate for the term of the Company’s employee stock options. The dividend yield assumption was based on the history and expectation of future dividend payouts. The periodic expense is determined based on the valuation of the options, and at that time an estimated forfeiture rate is used to reduce the expense recorded. The Company’s estimate of pre-vesting forfeitures is primarily based on the Company’s historical experience and is adjusted to reflect actual forfeitures as the options vest. | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected option lives | 3.7 years | 3.5 years | 3.5 years | ||||||||||
Expected volatility | 40.11 | % | 50.67 | % | 54.86 | % | |||||||
Risk-free interest rate | 0.85 | % | 0.56 | % | 1.2 | % | |||||||
Expected dividends | 0 | % | 4.27 | % | 3.93 | % | |||||||
The Company utilizes the alternative transition method for calculating the tax effects of stock-based compensation. Under the alternative transition method the Company established the beginning balance of the additional paid-in capital pool (“APIC pool”) related to the tax effects of employee stock-based compensation and then determines the subsequent impact on the APIC pool and cash flows of the tax effects of employee stock-based compensation awards that are outstanding | |||||||||||||
Services Agreeement [Policy TextBlock] | ' | ||||||||||||
Services Agreement | |||||||||||||
On November 13, 2012, the Company entered into a Services Agreement (the “Agreement”) in which a third-party granted TheStreet an exclusive right to sell and serve advertisement and e-commerce on certain of their personal finance Websites. The agreement terminated on May 31, 2013. TheStreet supported the Websites by providing personal finance content, various promotion and advertisements on TheStreet’s Websites, and marketing and accounting support. Under the Agreement, the Company reimbursed this third party for certain expenses, subject to specified limits. Both parties shared in the profits generated by the partnership, after TheStreet recouped the aggregate amount paid to to the third party in addition to certain sales, marketing, editorial and operational costs incurred by the Company. | |||||||||||||
In accordance with the ASC 808, “Accounting for Collaborative Agreement,” a participant in a collaborative arrangement must report the costs incurred and revenues generated on sales to third parties at gross or net amounts, depending on whether the participant is the principal or the agent in the transaction. Based on the facts and circumstances with regards to the Agreement, the Company has determined that it is the Principal in this Agreement for all advertising sold by the Company. With respect to the advertising and e-commerce revenue generated by the third party, the Company treats this as a reimbursement of expenses paid. For the periods ended December 31, 2013 and 2012 the Company recognized $264 thousand in net expense reimbursements and $218 thousand in net expense, respectively, reflected in cost of sales on the consolidated statement of operations related to this agreement. | |||||||||||||
Preferred Stock [Policy Text Block] | ' | ||||||||||||
Preferred Stock | |||||||||||||
The Company applies the guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) when determining the classification and measurement of its convertible preferred shares. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Accordingly the Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares as a component of stockholders’ equity. | |||||||||||||
The Company’s Series B Convertible Preferred Stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within the Company’s control as of December 31, 2013. Accordingly, the Series B Convertible Preferred Stock is presented as a component of stockholders’ equity | |||||||||||||
Subsequent Events, Policy [Policy Text Block] | ' | ||||||||||||
Subsequent Events | |||||||||||||
The Company has evaluated subsequent events for recognition or disclosure. | |||||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||||
Reclassifications | |||||||||||||
During the three months ended June 30, 2013, the Company started to report certain miscellaneous other revenue items, such as webinars and conferences, as Media rather than Subscription Services revenue. These items and certain other prior period amounts have been reclassified to conform to current period presentation | |||||||||||||
Performance Incentive Plan 2007 [Member] | ' | ||||||||||||
Accounting Policies, by Policy (Policies) [Line Items] | ' | ||||||||||||
Share-based Compensation, Option and Incentive Plans, Director Policy [Policy Text Block] | ' | ||||||||||||
2007 Performance Incentive Plan | |||||||||||||
In 2007, the Company adopted the 2007 Plan, whereby executive officers, directors, employees and consultants may be eligible to receive cash or equity-based performance awards based on set performance criteria. | |||||||||||||
In 2013, 2012 and 2011, the Compensation Committee granted short-term cash performance awards, payable to certain officers upon the Company’s achievement of specified performance goals for such year. The target short-term cash bonus opportunities for officers reflected a percentage of the officer’s base salary. The short-term cash incentives were based upon achievement of certain financial targets (which, depending upon the year, related to revenue, expense, Adjusted EBITDA or free cash flow, as defined by the Compensation Committee). Potential payout with respect to each measure was zero if a threshold percentage of the target was not achieved and a sliding scale thereafter, subject to a cap, starting at a figure less than 100% if the threshold was achieved but the target was not met and ending at a figure above 100% if the target was exceeded. Short-term incentives of approximately $599 thousand, $577 thousand and $1.1 million were deemed earned with respect to the years ended December 31, 2013, 2012 and 2011, respectively | |||||||||||||
Accounting Standards Update 2012-02 [Member] | ' | ||||||||||||
Accounting Policies, by Policy (Policies) [Line Items] | ' | ||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||
In July 2012, the Financial Accounting Standards Board (the “FASB”) issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (“ASU 2012-02”). The guidance gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. If the qualitative assessment supports that it is more likely than not that the fair value of the asset exceeds its carrying amount, the company would not be required to perform a quantitative impairment test. If the qualitative assessment does not support the fair value of the assets, then a quantitative assessment is performed. ASU 2012-02 applies to public entities for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU 2012-02 did not have a material impact on the Company’s consolidated financial statements. | |||||||||||||
Account Standard Update 2013-02 [Member] | ' | ||||||||||||
Accounting Policies, by Policy (Policies) [Line Items] | ' | ||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220), Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”), to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. This standard is effective for interim and annual periods beginning after December 15, 2012 and is to be applied on a prospective basis. We adopted ASU 2013-02 and will disclose significant amounts reclassified out of accumulated other comprehensive income as such transactions arise. ASU 2013-02 affects financial statement presentation and has no impact on our results of consolidated financial statements. |
Organization_Nature_of_Busines1
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | ' | ||||||||||||
For the Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Expected option lives | 3.7 years | 3.5 years | 3.5 years | ||||||||||
Expected volatility | 40.11 | % | 50.67 | % | 54.86 | % | |||||||
Risk-free interest rate | 0.85 | % | 0.56 | % | 1.2 | % | |||||||
Expected dividends | 0 | % | 4.27 | % | 3.93 | % |
Acquisitions_and_Divestures_Ta
Acquisitions and Divestures (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Purchase Price Allocation [Table Text Block] (Deprecated 2013-01-31) | 'The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date. | ||||||||
Amortization Life | |||||||||
(in years) | Amount | ||||||||
Accounts receivable, net | $ | 765,357 | |||||||
Other receivables | 315,322 | ||||||||
Prepaid expenses and other current assets | 168,492 | ||||||||
Property and equipment, net | 729,400 | ||||||||
Identifiable intangible assets: | |||||||||
- Subscriber relationships | 10 | 2,960,000 | |||||||
- Client data base | 10 | 3,170,000 | |||||||
- Software | 5 | 685,000 | |||||||
- Trade name | 10 | 480,000 | |||||||
- Advertiser relationships | 6 | 70,000 | |||||||
Restricted cash | 301,000 | ||||||||
Accounts payable | -391,992 | ||||||||
Accrued expenses | -1,368,270 | ||||||||
Deferred revenue | -3,761,210 | ||||||||
Other current liabilities | -361,659 | ||||||||
Total identifiable net assets | 3,761,440 | ||||||||
Goodwill | 1,668,623 | ||||||||
Total consideration | $ | 5,430,063 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | 'The unaudited pro forma consolidated financial information for the years ended December 31, 2012 and 2011 is as follows: | ||||||||
2012 | 2011 | ||||||||
Total revenue | $ | 58,191,117 | $ | 69,254,368 | |||||
Net loss | $ | 16,140,048 | $ | 13,543,809 | |||||
Basic and diluted net loss per share | $ | 0.5 | $ | 0.42 |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 'The following table reconciles the numerator and denominator for the calculation. | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Basic and diluted net loss per share | |||||||||||||
Numerator: | |||||||||||||
Loss from continuing operations | $ | 3,785,701 | $ | 12,714,951 | $ | 8,182,323 | |||||||
Loss on disposal of discontinued operations | — | — | 1,798 | ||||||||||
Preferred stock cash dividends | — | 192,848 | 385,696 | ||||||||||
Numerator for basic and diluted earnings per share – Net loss attributable to common stockholders | $ | 3,785,701 | $ | 12,907,799 | $ | 8,569,817 | |||||||
Denominator: | |||||||||||||
Weighted average basic and diluted shares outstanding | 33,725,317 | 32,710,018 | 31,953,683 | ||||||||||
Basic and diluted net loss per share: | |||||||||||||
Loss from continuing operations | $ | 0.11 | $ | 0.38 | $ | 0.26 | |||||||
Loss on disposal of discontinued operations | — | — | 0 | ||||||||||
Preferred stock cash dividends | — | 0.01 | 0.01 | ||||||||||
Net loss attributable to common stockholders | $ | 0.11 | $ | 0.39 | $ | 0.27 |
Cash_and_Cash_Equivalents_Mark1
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule Of Cash Cash Equivalents Marketable Securities And Restricted Cash [Table Text Block] | ' | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Cash and cash equivalents | $ | 45,443,759 | $ | 23,845,360 | |||||
Current and noncurrent marketable securities | 13,097,735 | 35,394,318 | |||||||
Current and noncurrent restricted cash | 1,301,000 | 1,301,000 | |||||||
Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash | $ | 59,842,494 | $ | 60,540,678 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | 'Financial assets and liabilities included in our financial statements and measured at fair value are classified based on the valuation technique level in the table below: | ||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Description: | |||||||||||||||||
Cash and cash equivalents (1) | $ | 45,443,759 | $ | 45,443,759 | $ | — | $ | — | |||||||||
Restricted cash (1) | 1,301,000 | 1,301,000 | — | — | |||||||||||||
Marketable securities (2) | 13,097,735 | 11,517,735 | — | 1,580,000 | |||||||||||||
Total at fair value | $ | 59,842,494 | $ | 58,262,494 | $ | — | $ | 1,580,000 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Description: | |||||||||||||||||
Cash and cash equivalents (1) | $ | 23,845,360 | $ | 23,845,360 | $ | — | $ | — | |||||||||
Restricted cash (1) | 1,301,000 | 1,301,000 | — | — | |||||||||||||
Marketable securities (2) | 35,394,318 | 33,854,318 | — | 1,540,000 | |||||||||||||
Total at fair value | $ | 60,540,678 | $ | 59,000,678 | $ | — | $ | 1,540,000 | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | 'The following table provides a reconciliation of the beginning and ending balance for the Company’s marketable securities measured at fair value using significant unobservable inputs (Level 3): | ||||||||||||||||
Marketable | |||||||||||||||||
Securities | |||||||||||||||||
Balance December 31, 2011 | $ | 1,410,000 | |||||||||||||||
Increase in fair value of investment | 130,000 | ||||||||||||||||
Balance December 31, 2012 | 1,540,000 | ||||||||||||||||
Increase in fair value of investment | 40,000 | ||||||||||||||||
Balance December 31, 2013 | $ | 1,580,000 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | 'Property and equipment as of December 31, 2013 and 2012 consists of the following: | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 14,307,205 | $ | 14,210,373 | |||||
Furniture and fixtures | 2,726,959 | 2,740,089 | |||||||
Leasehold improvements | 3,401,591 | 3,354,575 | |||||||
20,435,755 | 20,305,037 | ||||||||
Less accumulated depreciation and amortization | 16,035,351 | 14,633,037 | |||||||
Property and equipment, net | $ | 4,400,404 | $ | 5,672,000 | |||||
Capitalized Software And Website Development Costs [Table Text Block] | 'A summary of the activity of capitalized software and Website development costs is as follows: | ||||||||
Balance December 31, 2012 | $ | 7,691,591 | |||||||
Additions | 732,147 | ||||||||
Deletions | (582,231 | ) | |||||||
Balance December 31, 2013 | $ | 7,841,507 |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets Disclosure [Text Block] | 'The Company’s goodwill and other intangible assets and related accumulated amortization as of December 31, 2013 and 2012 consist of the following: | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Total goodwill | $ | 27,997,286 | $ | 25,726,239 | |||||
Other intangible assets not subject to amortization: | |||||||||
Trade name | $ | 720,000 | $ | 720,000 | |||||
Total other intangible assets not subject to amortization | 720,000 | 720,000 | |||||||
Other intangible assets subject to amortization: | |||||||||
Customer relationships | 10,792,136 | 9,892,136 | |||||||
Software models | 1,988,194 | 1,988,194 | |||||||
Noncompete agreement | 130,000 | 1,339,535 | |||||||
Product databases | 3,367,000 | 3,307,000 | |||||||
Trade names | 500,000 | 480,000 | |||||||
Domain names | 160,425 | 162,975 | |||||||
Total other intangible assets subject to amortization | 16,937,755 | 17,169,840 | |||||||
Less accumulated amortization | (6,994,772 | ) | (6,699,283 | ) | |||||
Net other intangible assets subject to amortization | 9,942,983 | 10,470,557 | |||||||
Total other intangible assets | $ | 10,662,983 | $ | 11,190,557 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 'The estimated amortization expense for the next five years is as follows: | ||||||||
For the Years | Amount | ||||||||
Ended | |||||||||
December 31, | |||||||||
2014 | $ | 1,684,358 | |||||||
2015 | 1,671,932 | ||||||||
2016 | 1,633,621 | ||||||||
2017 | 1,464,531 | ||||||||
2018 | 785,301 | ||||||||
Thereafter | 2,703,240 | ||||||||
Total | $ | 9,942,983 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | 'Accrued expenses as of December 31, 2013 and 2012 consist of the following: | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Payroll and related costs | $ | 1,672,891 | $ | 1,861,066 | |||||
Business development | 697,049 | 306,764 | |||||||
Professional fees | 470,423 | 463,603 | |||||||
Advertising | 401,301 | 121,182 | |||||||
Tax related | 206,508 | 164,964 | |||||||
Restructuring and other charges (see note 14) | 96,273 | 1,838,904 | |||||||
Other liabilities | 793,978 | 1,164,669 | |||||||
Total accrued expenses | $ | 4,338,423 | $ | 5,921,152 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 'The components of the provision for income taxes reflected on the consolidated statements of operations from continuing operations are set forth below: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current taxes: | |||||||||||||
U.S. federal | $ | — | $ | — | $ | — | |||||||
State and local | — | — | — | ||||||||||
Total current tax benefit | $ | — | $ | — | $ | — | |||||||
Deferred taxes: | |||||||||||||
U.S. federal | $ | — | $ | — | $ | — | |||||||
State and local | — | — | — | ||||||||||
Total deferred tax expense | $ | — | $ | — | $ | — | |||||||
Total tax expense | $ | — | $ | — | $ | — | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 'A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate is set forth below: | ||||||||||||
For the Years Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. statutory federal income tax rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal tax benefit | 6.3 | 6.3 | 6 | ||||||||||
Effect of permanent differences | (2.9 | ) | (0.8 | ) | (1.6 | ) | |||||||
Change to valuation allowance | (37.4 | ) | (39.7 | ) | (38.4 | ) | |||||||
Other | 0 | 0.2 | 0 | ||||||||||
Effective income tax rate | 0 | % | 0 | % | 0 | % | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 'Significant components of the Company’s net deferred tax assets and liabilities are set forth below: | ||||||||||||
As of December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Operating loss carryforward | $ | 62,992 | $ | 60,801 | |||||||||
Windfall tax benefit carryforward | (5,243 | ) | (5,498 | ) | |||||||||
Capital loss carryforward | 30 | — | |||||||||||
Goodwill | 285 | 833 | |||||||||||
Intangible assets | 1,195 | 1,215 | |||||||||||
Accrued expenses | 1,677 | 2,456 | |||||||||||
Depreciation | 693 | 509 | |||||||||||
Other | 2,050 | 2,178 | |||||||||||
Total deferred tax assets | 63,679 | 62,494 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Trademarks/goodwill | (288 | ) | (288 | ) | |||||||||
Total deferred tax liabilities | (288 | ) | (288 | ) | |||||||||
Less: valuation allowance | (63,679 | ) | (62,494 | ) | |||||||||
Net deferred tax liability | $ | (288 | ) | $ | (288 | ) |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 'A summary of the activity of the 1998 and 2007 Plans and awards issued outside of the Plan pertaining to stock option grants is as follows: | ||||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||||
Underlying | Average | Intrinsic | Average | ||||||||||||
Awards | Exercise | Value | Remaining | ||||||||||||
Price | $0 | Contractual Life | |||||||||||||
(In Years) | |||||||||||||||
Awards outstanding, December 31, 2012 | 3,251,849 | $ | 2.22 | ||||||||||||
Options granted | 1,645,534 | $ | 2.02 | ||||||||||||
Options exercised | (42,578 | ) | $ | 1.75 | |||||||||||
Options cancelled | (117,029 | ) | $ | 2.43 | |||||||||||
Options expired | (302,240 | ) | $ | 6.01 | |||||||||||
Awards outstanding, December 31, 2013 | 4,435,536 | $ | 1.89 | $ | 1,806 | 4.7 | |||||||||
Awards vested and expected to vest at December 31, 2013 | 4,011,951 | $ | 1.88 | $ | 1,654 | 4.68 | |||||||||
Awards exercisable at December 31, 2013 | 1,202,084 | $ | 1.9 | $ | 557 | 4.36 | |||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | 'A summary of the activity of the 1998 and 2007 Plans pertaining to grants of restricted stock units is as follows: | ||||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||||
Underlying | Average | Intrinsic | Average | ||||||||||||
Awards | Exercise | Value | Remaining | ||||||||||||
Price | $0 | Contractual | |||||||||||||
Life (In | |||||||||||||||
Years) | |||||||||||||||
Awards outstanding, December 31, 2012 | 913,027 | $ | — | ||||||||||||
Restricted stock units granted | 1,338,018 | $ | — | ||||||||||||
Restricted stock units settled by delivery of Common Stock upon vesting | (751,371 | ) | $ | — | |||||||||||
Restricted stock units cancelled | (21,227 | ) | $ | — | |||||||||||
Awards outstanding, December 31, 2013 | 1,478,447 | $ | — | $ | 3,341 | 3.74 | |||||||||
Awards vested and expected to vest at December 31, 2013 | 1,406,822 | $ | — | $ | 3,179 | 3.06 | |||||||||
Schedule Of Unvested Share-Based Payment Awards [Table Text Block] | 'A summary of the status of the Company’s unvested share-based payment awards as of December 31, 2013 and changes in the year then ended is as follows: | ||||||||||||||
Unvested Awards | Awards | Weighted | |||||||||||||
Average Grant | |||||||||||||||
Date Fair | |||||||||||||||
Value | |||||||||||||||
Shares underlying awards unvested at December 31, 2012 | 3,834,606 | $ | 1.05 | ||||||||||||
Shares underlying options granted | 1,645,534 | $ | 0.63 | ||||||||||||
Shares underlying restricted stock units granted | 1,338,018 | $ | 2.06 | ||||||||||||
Shares underlying options vested | (1,216,632 | ) | $ | 0.51 | |||||||||||
Shares underlying restricted stock units issued | (751,371 | ) | $ | 2.9 | |||||||||||
Shares underlying unvested options cancelled | (117,029 | ) | $ | 0.79 | |||||||||||
Shares underlying unvested restricted stock units cancelled | (21,227 | ) | $ | 3.25 | |||||||||||
Shares underlying awards unvested at December 31, 2013 | 4,711,899 | $ | 1.03 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | 'As of December 31, 2013, total future minimum cash payments are as follows: | ||||||||||||||||||||||||||||
Payments Due by Year | |||||||||||||||||||||||||||||
Contractual obligations: | Total | 2014 | 2015 | 2016 | 2017 | 2018 | After 2018 | ||||||||||||||||||||||
Operating leases | $ | 16,708,304 | $ | 1,872,688 | $ | 1,819,238 | $ | 1,967,230 | $ | 2,557,338 | $ | 2,622,557 | $ | 5,869,253 | |||||||||||||||
Employment agreement | 10,000,000 | 2,500,000 | 2,500,000 | 2,500,000 | 2,500,000 | — | — | ||||||||||||||||||||||
Outside contributors | 391,667 | 350,000 | 41,667 | — | — | — | — | ||||||||||||||||||||||
Total contractual cash obligations | $ | 27,099,971 | $ | 4,722,688 | $ | 4,360,905 | $ | 4,467,230 | $ | 5,057,338 | $ | 2,622,557 | $ | 5,869,253 |
Restructuring_and_Other_Charge1
Restructuring and Other Charges (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Restructuring Reserve 2013 [Member] | ' | |||||||||||||||
Restructuring and Other Charges (Tables) [Line Items] | ' | |||||||||||||||
Schedule of Restructuring reserve activity [Table Text Block] | 'The following table displays the activity of the 2013 Restructuring reserve account during the year ended December 31, 2013: | |||||||||||||||
Restructuring and other charges | $ | 385,610 | ||||||||||||||
Noncash deductions | (393,195 | ) | ||||||||||||||
Adjustment to prior estimate | 7,585 | |||||||||||||||
Ending balance | $ | — | ||||||||||||||
Restructuring Reserve 2012 [Member] | ' | |||||||||||||||
Restructuring and Other Charges (Tables) [Line Items] | ' | |||||||||||||||
Schedule of Restructuring reserve activity [Table Text Block] | 'The following table displays the activity of the 2012 Restructuring reserve account from the initial charges during the first quarter of 2012 through December 31, 2013. The remaining balance as of December 31, 2013 relates to the lease for The Deal’s office space which expires in August 2021. | |||||||||||||||
Workforce Reduction | Asset Write-Off | Termination of Vendor Services | Lease Termination | $ | Total | |||||||||||
Restructuring charge | $ | 3,307,330 | $ | 954,302 | $ | 531,828 | $ | 2,085,000 | 6,878,460 | |||||||
Noncash charges | -222,215 | -954,302 | -220,178 | - | -1,396,695 | |||||||||||
Payments | -2,462,425 | - | -148,816 | -190,518 | -2,801,759 | |||||||||||
Balance December 31, 2012 | 622,690 | - | 162,834 | 1,894,482 | 2,680,006 | |||||||||||
Adjustments to prior estimates | -7,586 | - | 5,446 | 27,130 | 24,990 | |||||||||||
Payments | -615,104 | - | -168,280 | (640,200) | (1,423,584) | |||||||||||
Balance December 31, 2013 | $ | - | $ | - | $ | - | $ | $1,281,412 | $ | 1,281,412 | ||||||
Restructuring Reserve 2011 [Member] | ' | |||||||||||||||
Restructuring and Other Charges (Tables) [Line Items] | ' | |||||||||||||||
Schedule of Restructuring reserve activity [Table Text Block] | 'The following table displays the activity of the 2011 Restructuring reserve account from the initial charges during the fourth quarter 2011 through December 31, 2013: | |||||||||||||||
Restructuring and other charges | $ | 1,825,799 | ||||||||||||||
Noncash charges | (647,152 | ) | ||||||||||||||
Balance December 31, 2011 | 1,178,647 | |||||||||||||||
Payments | (1,177,106 | ) | ||||||||||||||
Balance December 31, 2012 | 1,541 | |||||||||||||||
Payments | (1,541 | ) | ||||||||||||||
Balance December 31, 2013 | $ | — | ||||||||||||||
Restructuring Reserve 2009 [Member] | ' | |||||||||||||||
Restructuring and Other Charges (Tables) [Line Items] | ' | |||||||||||||||
Schedule of Restructuring reserve activity [Table Text Block] | 'The following table displays the activity of the 2009 Restructuring reserve account from the initial charges during the first quarter 2009 through December 31, 2013. The remaining balance as of December 31, 2013 relates to the Promotions.com office space which expires in February 2014. | |||||||||||||||
Restructuring and other charges | $ | 3,460,914 | ||||||||||||||
Noncash charges | (451,695 | ) | ||||||||||||||
Payments | (1,779,163 | ) | ||||||||||||||
Balance December 31, 2009 | 1,230,056 | |||||||||||||||
Payments | (385,295 | ) | ||||||||||||||
Balance December 31, 2010 | 844,761 | |||||||||||||||
Payments | (170,396 | ) | ||||||||||||||
Balance December 31, 2011 | 674,365 | |||||||||||||||
Payments | (165,401 | ) | ||||||||||||||
Reduction to prior estimate | (288,667 | ) | ||||||||||||||
Balance December 31, 2012 | 220,297 | |||||||||||||||
Payments | (124,023 | ) | ||||||||||||||
Balance December 31, 2013 | $ | 96,274 |
Other_Liabilities_Tables
Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ' | ||||||||
Other Liabilities Noncurrent [Table Text Block] | 'Other liabilities consist of the following: | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred rent | $ | 2,629,798 | $ | 2,954,944 | |||||
Noncurrent restructuring charges | 1,281,412 | 1,062,940 | |||||||
Deferred revenue | 758,119 | 283,698 | |||||||
Other liabilities | 2,092 | 39,167 | |||||||
$ | 4,671,421 | $ | 4,340,749 |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | ||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Total net revenue | $ | 12,580 | $ | 13,484 | $ | 13,585 | $ | 14,801 | |||||||||
Total operating expense | $ | 14,395 | $ | 14,627 | $ | 14,796 | $ | 14,628 | |||||||||
Net (loss) income | $ | (1,743 | ) | $ | (1,076 | ) | $ | (1,179 | ) | $ | 213 | ||||||
Basic and diluted net (loss) income per share | $ | (0.05 | ) | $ | (0.03 | ) | $ | (0.03 | ) | $ | 0.01 | ||||||
For the Year Ended December 31, 2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(In thousands, except per share data) | |||||||||||||||||
Total net revenue | $ | 12,816 | $ | 12,481 | $ | 11,598 | $ | 13,826 | |||||||||
Total operating expense | 17,349 | 14,464 | 15,916 | 16,131 | |||||||||||||
Net loss | (4,437 | ) | (1,875 | ) | (4,227 | ) | (2,176 | ) | |||||||||
Preferred stock cash dividends | 96 | 97 | — | — | |||||||||||||
Net loss attributable to common stockholders | $ | (4,533 | ) | $ | (1,972 | ) | $ | (4,227 | ) | $ | (2,176 | ) | |||||
Basic and diluted net loss per share: | |||||||||||||||||
Net loss | $ | (0.14 | ) | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.07 | ) | |||||
Preferred stock cash dividends | (0.00 | ) | (0.00 | ) | — | — | |||||||||||
Net loss attributable to common stockholders | $ | (0.14 | ) | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.07 | ) |
Organization_Nature_of_Busines2
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||||||
Share data in Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Restricted Cash and Cash Equivalents | $1,301,000 | [1] | $1,301,000 | [1] | ' | ' | ' |
Capitalized Computer Software, Additions | 732,147 | ' | ' | ' | ' | ||
Capitalized Computer Software, Amortization | 743,000 | 1,500,000 | 2,200,000 | ' | ' | ||
Ratio of Fair Value to Book Value | ' | ' | ' | 51.00% | 13.00% | ||
Preferred Stock, Liquidation Preference, Value | 55,000,000 | ' | ' | ' | ' | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 4.2 | 3.3 | 4.5 | ' | ' | ||
Advertising Expense | 2,900,000 | 2,900,000 | 3,700,000 | ' | ' | ||
Share-based Compensation, Including Restructuring And Other Charges | 2,100,000 | 2,400,000 | 3,400,000 | ' | ' | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 4,100,000 | ' | ' | ' | ' | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | '3 years 146 days | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $0.63 | $0.48 | $0.89 | ' | ' | ||
Performance Incentive Plan 2007 [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Officers' Compensation | 599,000 | 577,000 | 1,100,000 | ' | ' | ||
Computer Equipment [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Property, Plant and Equipment, Estimated Useful Lives | 'three | ' | ' | ' | ' | ||
Furniture and Fixtures [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Property, Plant and Equipment, Estimated Useful Lives | 'five | ' | ' | ' | ' | ||
Computer Software, Intangible Asset [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Property, Plant and Equipment, Useful Life | '3 years | ' | ' | ' | ' | ||
Internal Use Software [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Capitalized Computer Software, Additions | 289,000 | 401,000 | 885,000 | ' | ' | ||
Web Site [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Capitalized Computer Software, Additions | 443,000 | 100,000 | 369,000 | ' | ' | ||
Limited Partner [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
Other Operating Income (Expense), Net | $264,000 | $218,000 | ' | ' | ' | ||
Accounting Standards Update 2011-08 [Member] | ' | ' | ' | ' | ' | ||
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ||
New Accounting Pronouncement or Change in Accounting Principle, Description | 'In September 2011, the FASB issued ASU 2011-08, Testing for Goodwill Impairment ("ASU 2011-08"). ASU 2011-08 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it need not perform the two-step impairment test. During 2013, the Company elected not to apply the qualitative assessment under this guidance and continued to apply the quantitative assessment in its evaluating of goodwill for impairment. | ' | ' | ' | ' | ||
[1] | Cash and cash equivalents and restricted cash, totaling approximately $46.7 million and $25.1 million as of December 31, 2013 and 2012, respectively, consists primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. |
Organization_Nature_of_Busines3
Organization, Nature of Business and Summary of Operations and Significant Accounting Policies (Details) - Value of employee stock options on the date of grant | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Value of employee stock options on the date of grant [Abstract] | ' | ' | ' |
Expected option lives | '3 years 255 days | '3 years 6 months | '3 years 6 months |
Expected volatility | 40.11% | 50.67% | 54.86% |
Risk-free interest rate | 0.85% | 0.56% | 1.20% |
Expected dividends | 0.00% | 4.27% | 3.93% |
Acquisitions_and_Divestures_De
Acquisitions and Divestures (Details) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 11, 2012 | Apr. 19, 2013 | |
The Deal, LLC [Member] | The Deal, LLC [Member] | DealFlow Media, Inc. [Member] | |||
Acquisitions and Divestures (Details) [Line Items] | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | 100.00% | ' |
Business Acquisition, Name of Acquired Entity | ' | ' | 'The Deal, LLC | ' | 'DealFlow Media, Inc |
Payments to Acquire Businesses, Gross | ' | ' | $5,800,000 | ' | $2,000,000 |
Escrow Deposit | ' | ' | 600,000 | ' | 195,000 |
Escrow Agreement, Secure Indemnity Obligations Period | ' | ' | '18 months | ' | '1 year |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | 5,000,000 | ' | 726,000 |
Business Combination, Acquisition Related Costs | 400,000 | ' | ' | ' | ' |
Common Stock, Shares, Issued (in Shares) | 41,058,246 | 39,855,468 | ' | ' | 408,829 |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | ' | ' | ' | ' | $781,000 |
Acquisitions_and_Divestures_De1
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Accounts receivable, net | $765,357 |
Other receivables | 315,322 |
Prepaid expenses and other current assets | 168,492 |
Property and equipment, net | 729,400 |
Restricted cash | 301,000 |
Accounts payable | -391,992 |
Accrued expenses | -1,368,270 |
Deferred revenue | -3,761,210 |
Other current liabilities | -361,659 |
Total identifiable net assets | 3,761,440 |
Goodwill | 1,668,623 |
Total consideration | 5,430,063 |
Subscriber Relationships [Member] | ' |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Identifiable intangible assets, amortization life | '10 years |
Identifiable intangible assets, amount | 2,960,000 |
Client Data Base [Member] | ' |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Identifiable intangible assets, amortization life | '10 years |
Identifiable intangible assets, amount | 3,170,000 |
Computer Software, Intangible Asset [Member] | ' |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Identifiable intangible assets, amortization life | '5 years |
Identifiable intangible assets, amount | 685,000 |
Trade Names [Member] | ' |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Identifiable intangible assets, amortization life | '10 years |
Identifiable intangible assets, amount | 480,000 |
Advertiser Relationships [Member] | ' |
Acquisitions and Divestures (Details) - Schedule of Purchase Price Allocation [Line Items] | ' |
Identifiable intangible assets, amortization life | '6 years |
Identifiable intangible assets, amount | $70,000 |
Acquisitions_and_Divestures_De2
Acquisitions and Divestures (Details) - Business Acquisition, Pro Forma Information (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' |
Total revenue | $58,191,117 | $69,254,368 |
Net loss | $16,140,048 | $13,543,809 |
Basic and diluted net loss per share | 0.5 | 0.42 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4.2 | 3.3 | 4.5 |
Net_Loss_Per_Share_Details_Sum
Net Loss Per Share (Details) - Summary of Earnings Per Share Reconcilation (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Numerator: | ' | ' | ' |
Loss from continuing operations (in Dollars) | $3,785,701 | $12,714,951 | $8,182,323 |
Loss on disposal of discontinued operations (in Dollars) | 0 | 0 | 1,798 |
Preferred stock cash dividends (in Dollars) | 0 | 192,848 | 385,696 |
Numerator for basic and diluted earnings per share b Net loss attributable to common stockholders (in Dollars) | $3,785,701 | $12,907,799 | $8,569,817 |
Denominator: | ' | ' | ' |
Weighted average basic and diluted shares outstanding (in Shares) | 33,725,317 | 32,710,018 | 31,953,683 |
Basic and diluted net loss per share: | ' | ' | ' |
Loss from continuing operations | $0.11 | $0.38 | $0.26 |
Loss on disposal of discontinued operations | $0 | $0 | $0 |
Preferred stock cash dividends | $0 | $0.01 | $0.01 |
Net loss attributable to common stockholders | $0.11 | $0.39 | $0.27 |
Cash_and_Cash_Equivalents_Mark2
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Disclosure Text Block Supplement [Abstract] | ' | ' | ||
Auction Rate Securities, Noncurrent | $1,900,000 | ' | ||
Marketable Securities | 13,097,735 | [1] | 35,394,318 | [1] |
Cost Basis Of Marketable Securities | 13,300,000 | 35,500,000 | ||
Restricted Cash and Cash Equivalents | $1,301,000 | [2] | $1,301,000 | [2] |
[1] | Marketable securities consist of liquid short-term U.S. Treasuries, government agencies, certificates of deposit (insured up to FDIC limits), investment grade corporate and municipal bonds and corporate floating rate notes for which we determine fair value through quoted market prices. Marketable securities also consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.5 million as of December 31, 2013 and 2012, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive (loss) income, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2013, the Company determined there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive (loss) income. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | |||
[2] | Cash and cash equivalents and restricted cash, totaling approximately $46.7 million and $25.1 million as of December 31, 2013 and 2012, respectively, consists primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. |
Cash_and_Cash_Equivalents_Mark3
Cash and Cash Equivalents, Marketable Securities and Restricted Cash (Details) - Summary of Cash and Cash Equivalents, Marketable Securities and Restricted Cash (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | ||
Summary of Cash and Cash Equivalents, Marketable Securities and Restricted Cash [Abstract] | ' | ' | ' | ' | ||
Cash and cash equivalents | $45,443,759 | $23,845,360 | $44,865,191 | $20,089,660 | ||
Current and noncurrent marketable securities | 13,097,735 | [1] | 35,394,318 | [1] | ' | ' |
Current and noncurrent restricted cash | 1,301,000 | [2] | 1,301,000 | [2] | ' | ' |
Total cash and cash equivalents, current and noncurrent marketable securities and current and noncurrent restricted cash | $59,842,494 | $60,540,678 | ' | ' | ||
[1] | Marketable securities consist of liquid short-term U.S. Treasuries, government agencies, certificates of deposit (insured up to FDIC limits), investment grade corporate and municipal bonds and corporate floating rate notes for which we determine fair value through quoted market prices. Marketable securities also consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.5 million as of December 31, 2013 and 2012, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive (loss) income, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2013, the Company determined there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive (loss) income. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. | |||||
[2] | Cash and cash equivalents and restricted cash, totaling approximately $46.7 million and $25.1 million as of December 31, 2013 and 2012, respectively, consists primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Measurements (Details) [Line Items] | ' | ' |
Cash and Cash Equivalents and Restricted Cash | $46,700,000 | ' |
Restricted Cash and Cash and Cash Equivalents at Carrying Value | ' | 25,100,000 |
Auction Rate Securities, Noncurrent | 1,900,000 | ' |
Two Municipal Auction Rate Securities [Member] | ' | ' |
Fair Value Measurements (Details) [Line Items] | ' | ' |
Auction Rate Securities, Noncurrent | 1,600,000 | 1,500,000 |
Auction Rate Securities [Member] | ' | ' |
Fair Value Measurements (Details) [Line Items] | ' | ' |
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | ' | $270,000 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details) - Summary of Assets and Liabilities Measured at Fair Value (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Description: | ' | ' | ||
Cash and cash equivalents | $45,443,759 | [1] | $23,845,360 | [1] |
Restricted cash | 1,301,000 | [1] | 1,301,000 | [1] |
Marketable securities | 13,097,735 | [2] | 35,394,318 | [2] |
Total at fair value | 59,842,494 | 60,540,678 | ||
Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Description: | ' | ' | ||
Cash and cash equivalents | 45,443,759 | [1] | 23,845,360 | [1] |
Restricted cash | 1,301,000 | [1] | 1,301,000 | [1] |
Marketable securities | 11,517,735 | [2] | 33,854,318 | [2] |
Total at fair value | 58,262,494 | 59,000,678 | ||
Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Description: | ' | ' | ||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Restricted cash | 0 | [1] | 0 | [1] |
Marketable securities | 0 | [2] | 0 | [2] |
Total at fair value | 0 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | ' | ' | ||
Description: | ' | ' | ||
Cash and cash equivalents | 0 | [1] | 0 | [1] |
Restricted cash | 0 | [1] | 0 | [1] |
Marketable securities | 1,580,000 | [2] | 1,540,000 | [2] |
Total at fair value | $1,580,000 | $1,540,000 | ||
[1] | Cash and cash equivalents and restricted cash, totaling approximately $46.7 million and $25.1 million as of December 31, 2013 and 2012, respectively, consists primarily of money market funds and checking accounts for which we determine fair value through quoted market prices. | |||
[2] | Marketable securities consist of liquid short-term U.S. Treasuries, government agencies, certificates of deposit (insured up to FDIC limits), investment grade corporate and municipal bonds and corporate floating rate notes for which we determine fair value through quoted market prices. Marketable securities also consist of two municipal ARS issued by the District of Columbia having a fair value totaling approximately $1.6 million and $1.5 million as of December 31, 2013 and 2012, respectively. Historically, the fair value of ARS investments approximated par value due to the frequent resets through the auction process. Due to events in credit markets, the auction events, which historically have provided liquidity for these securities, have been unsuccessful. The result of a failed auction is that these ARS holdings will continue to pay interest in accordance with their terms at each respective auction date; however, liquidity of the securities will be limited until there is a successful auction, the issuer redeems the securities, the securities mature or until such time as other markets for these ARS holdings develop. For each of our ARS, we evaluate the risks related to the structure, collateral and liquidity of the investment, and forecast the probability of issuer default, auction failure and a successful auction at par, or a redemption at par, for each future auction period. Temporary impairment charges are recorded in accumulated other comprehensive (loss) income, whereas other-than-temporary impairment charges are recorded in our consolidated statement of operations. As of December 31, 2013, the Company determined there was a decline in the fair value of its ARS investments of $270 thousand from its cost basis, which was deemed temporary and was included within accumulated other comprehensive (loss) income. The Company used a discounted cash flow and market approach model to determine the estimated fair value of its investment in ARS. The assumptions used in preparing the discounted cash flow model include estimates for interest rate, timing and amount of cash flows and expected holding period of ARS. |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details) - Summary of Marketable Securities Measured at Fair Value (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Marketable Securities Measured at Fair Value [Abstract] | ' | ' | ' |
Balance | $1,580,000 | $1,540,000 | $1,410,000 |
Increase in fair value of investment | $40,000 | $130,000 | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 30, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' | ' |
Capitalized Computer Software, Gross | $7,841,507 | $7,700,000 | ' | $7,691,591 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) | $2,100,000 | $4,100,000 | $4,400,000 | ' |
Property_and_Equipment_Details1
Property and Equipment (Details) - Property and equipment (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property and equipment [Abstract] | ' | ' |
Computer equipment | $14,307,205 | $14,210,373 |
Furniture and fixtures | 2,726,959 | 2,740,089 |
Leasehold improvements | 3,401,591 | 3,354,575 |
20,435,755 | 20,305,037 | |
Less accumulated depreciation and amortization | 16,035,351 | 14,633,037 |
Property and equipment, net | $4,400,404 | $5,672,000 |
Property_and_Equipment_Details2
Property and Equipment (Details) - Capitalized Software and Web Site Development Costs (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 30, 2012 | |
Capitalized Software and Web Site Development Costs [Abstract] | ' | ' |
Balance | $7,700,000 | $7,691,591 |
Additions | 732,147 | ' |
Deletions | -582,231 | ' |
Balance | $7,841,507 | $7,691,591 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Amortization of Intangible Assets (in Dollars) | $1.60 | $1.30 | $1.40 |
Customer Relationships [Member] | ' | ' | ' |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years 292 days | ' | ' |
Internal Use Software [Member] | ' | ' | ' |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '4 years 255 days | ' | ' |
Noncompete Agreements [Member] | ' | ' | ' |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '3 years | ' | ' |
Database Rights [Member] | ' | ' | ' |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years 255 days | ' | ' |
Trade Names [Member] | ' | ' | ' |
Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years 255 days | ' | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details) - Intangible Assets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Intangible Assets [Abstract] | ' | ' |
Total goodwill | $27,997,286 | $25,726,239 |
Other intangible assets not subject to amortization: | ' | ' |
Trade name | 720,000 | 720,000 |
Total other intangible assets not subject to amortization | 720,000 | 720,000 |
Other intangible assets subject to amortization: | ' | ' |
Customer relationships | 10,792,136 | 9,892,136 |
Software models | 1,988,194 | 1,988,194 |
Noncompete agreement | 130,000 | 1,339,535 |
Product databases | 3,367,000 | 3,307,000 |
Trade names | 500,000 | 480,000 |
Domain names | 160,425 | 162,975 |
Total other intangible assets subject to amortization | 16,937,755 | 17,169,840 |
Less accumulated amortization | -6,994,772 | -6,699,283 |
Net other intangible assets subject to amortization | 9,942,983 | 10,470,557 |
Total other intangible assets | $10,662,983 | $11,190,557 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details) - Future Amortization Expense (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Future Amortization Expense [Abstract] | ' | ' |
2014 | $1,684,358 | ' |
2015 | 1,671,932 | ' |
2016 | 1,633,621 | ' |
2017 | 1,464,531 | ' |
2018 | 785,301 | ' |
Thereafter | 2,703,240 | ' |
Total | $9,942,983 | $10,470,557 |
Accrued_Expenses_Details_Accru
Accrued Expenses (Details) - Accrued expenses (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accrued expenses [Abstract] | ' | ' |
Payroll and related costs | $1,672,891 | $1,861,066 |
Business development | 697,049 | 306,764 |
Professional fees | 470,423 | 463,603 |
Advertising | 401,301 | 121,182 |
Tax related | 206,508 | 164,964 |
Restructuring and other charges (see note 14) | 96,273 | 1,838,904 |
Other liabilities | 793,978 | 1,164,669 |
Total accrued expenses | $4,338,423 | $5,921,152 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Operating Loss Carryforwards | $156 | $150 |
Operating Loss Carryforwards, Windfall Tax Benefits | $15 | $16 |
Income_Taxes_Details_Component
Income Taxes (Details) - Components of the provision for income taxes (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Current taxes: | ' | ' | ' |
U.S. federal | $0 | $0 | $0 |
State and local | 0 | 0 | 0 |
Total current tax benefit | 0 | 0 | 0 |
Deferred taxes: | ' | ' | ' |
U.S. federal | 0 | 0 | 0 |
State and local | 0 | 0 | 0 |
Total deferred tax expense | 0 | 0 | 0 |
Total tax expense | $0 | $0 | $0 |
Income_Taxes_Details_Income_Ta
Income Taxes (Details) - Income Tax Reconciliation | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Reconciliation [Abstract] | ' | ' | ' |
U.S. statutory federal income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal tax benefit | 6.30% | 6.30% | 6.00% |
Effect of permanent differences | -2.90% | -0.80% | -1.60% |
Change to valuation allowance | -37.40% | -39.70% | -38.40% |
Other | 0.00% | 0.20% | 0.00% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Income_Taxes_Details_Net_Defer
Income Taxes (Details) - Net Deferred Tax Assets And Liabilities (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Deferred tax assets: | ' | ' | ' | ' |
Operating loss carryforward | $62,992,000 | $60,801,000 | ' | ' |
Windfall tax benefit carryforward | -5,243,000 | -5,498,000 | ' | ' |
Capital loss carryforward | 30,000 | 0 | ' | ' |
Goodwill | 285,000 | 833,000 | ' | ' |
Intangible assets | 1,195,000 | 1,215,000 | ' | ' |
Accrued expenses | 1,677,000 | 2,456,000 | ' | ' |
Depreciation | 693,000 | 509,000 | ' | ' |
Other | 2,050,000 | 2,178,000 | ' | ' |
Total deferred tax assets | 63,679,000 | 62,494,000 | ' | ' |
Deferred tax liabilities: | ' | ' | ' | ' |
Trademarks/goodwill | -288,000 | -288,000 | ' | ' |
Total deferred tax liabilities | -288,000 | -288,000 | ' | ' |
Less: valuation allowance | -63,678,961 | -62,493,958 | -57,560,365 | -52,803,494 |
Net deferred tax liability | ($288,000) | ($288,000) | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | 12 Months Ended | 133 Months Ended | 157 Months Ended | 10 Months Ended | 157 Months Ended | |||||||
Dec. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 1998 | Nov. 15, 2007 | Nov. 15, 2007 | Nov. 15, 2007 | Dec. 31, 2013 | Dec. 31, 2013 | |
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Purchasers [Member] | Corsis Technology Group II LLC [Member] | Kikucall, Inc [Member] | |||||||||
Purchasers [Member] | |||||||||||||
Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | 5,500 | 5,500 | ' | ' | 5,500 | ' | ' | 5,500 | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | ' | $0.01 | $0.01 | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | ' | 3,856,942 | ' | ' | ' | ' |
Convertible Preferred Stock Conversion Price Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $14.26 | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 100,000,000 | 100,000,000 | ' | ' | 100,000,000 | ' | ' | ' | ' | 1,157,083 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15.69 | ' | ' |
Proceeds from Issuance of Convertible Preferred Stock (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $55,000,000 | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000 | ' | ' | ' |
Common Stock Share Price For Automatic Conversion Of Preferred Stock (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28.52 | ' | ' | ' |
Stock Repurchase Program, Authorized Amount (in Dollars) | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | 5,453,416 | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Value, Acquired, Cost Method (in Dollars) | ' | ' | ' | ' | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Shares, Retired | ' | ' | ' | ' | ' | 1,348,883 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Shares Received For Settlement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 208,270 | 3,338 |
Common Stock, Dividends, Per Share, Cash Paid (in Dollars per share) | ' | $0.03 | $0.03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends (in Dollars) | ' | ' | 1,800,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Stock Ownership Plan (ESOP), Number of Suspense Shares | ' | ' | ' | ' | ' | ' | 7,750,000 | 8,900,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | 2,200,000 | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Including Restructuring And Other Charges (in Dollars) | ' | 2,100,000 | 2,400,000 | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Non Cash Compensation (in Dollars) | ' | 393,000 | 222,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | ' | 1,645,534 | 2,800,000 | 730,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | -42,578 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Stock Options Exercised (in Dollars) | ' | 74,366 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | 1,338,018 | 249,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | ' | 751,000 | 1,300,000 | 681,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | $0.63 | $0.48 | $0.89 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | $2.06 | $1.77 | $2.82 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | ' | 2,100,000 | 2,700,000 | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | ' | 1,400,000 | 2,500,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent (in Dollars) | ' | ' | $4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term | ' | '3 years 146 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_Su
Stockholders' Equity (Details) - Summary of Stock Options Activity (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary of Stock Options Activity [Abstract] | ' | ' | ' |
Awards outstanding, December 31, 2012 | 3,251,849 | ' | ' |
Awards outstanding, December 31, 2012 (in Dollars per share) | $2.22 | ' | ' |
Options granted | 1,645,534 | 2,800,000 | 730,000 |
Options granted (in Dollars per share) | $2.02 | ' | ' |
Options exercised | -42,578 | ' | ' |
Options exercised (in Dollars per share) | $1.75 | ' | ' |
Options cancelled | -117,029 | ' | ' |
Options cancelled (in Dollars per share) | $2.43 | ' | ' |
Options expired | -302,240 | ' | ' |
Options expired (in Dollars per share) | $6.01 | ' | ' |
Awards outstanding, December 31, 2013 | 4,435,536 | 3,251,849 | ' |
Awards outstanding, December 31, 2013 (in Dollars per share) | $1.89 | $2.22 | ' |
Awards outstanding, December 31, 2013 | '4 years 255 days | ' | ' |
Awards outstanding, December 31, 2013 (in Dollars) | $1,806 | ' | ' |
Awards vested and expected to vest at December 31, 2013 | 4,011,951 | ' | ' |
Awards vested and expected to vest at December 31, 2013 (in Dollars per share) | $1.88 | ' | ' |
Awards vested and expected to vest at December 31, 2013 | '4 years 248 days | ' | ' |
Awards vested and expected to vest at December 31, 2013 (in Dollars) | 1,654 | ' | ' |
Awards exercisable at December 31, 2013 | 1,202,084 | ' | ' |
Awards exercisable at December 31, 2013 (in Dollars per share) | $1.90 | ' | ' |
Awards exercisable at December 31, 2013 | '4 years 131 days | ' | ' |
Awards exercisable at December 31, 2013 (in Dollars) | $557 | ' | ' |
Stockholders_Equity_Details_Su1
Stockholders' Equity (Details) - Summary of Restricted Stock Units Activity (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary of Restricted Stock Units Activity [Abstract] | ' | ' | ' |
Awards outstanding | 1,478,447 | 913,027 | ' |
Awards outstanding (in Dollars) | $3,341 | ' | ' |
Awards outstanding | '3 years 270 days | ' | ' |
Awards outstanding (in Dollars per share) | $0 | $0 | ' |
Awards vested and expected to vest at December 31, 2013 | 1,406,822 | ' | ' |
Awards vested and expected to vest at December 31, 2013 (in Dollars) | $3,179 | ' | ' |
Awards vested and expected to vest at December 31, 2013 | '3 years 21 days | ' | ' |
Awards vested and expected to vest at December 31, 2013 (in Dollars per share) | $0 | ' | ' |
Restricted stock units granted | 1,338,018 | 249,000 | 1,400,000 |
Restricted stock units granted (in Dollars per share) | $0 | ' | ' |
Restricted stock units settled by delivery of Common Stock upon vesting | -751,371 | ' | ' |
Restricted stock units settled by delivery of Common Stock upon vesting (in Dollars per share) | $0 | ' | ' |
Restricted stock units cancelled | -21,227 | ' | ' |
Restricted stock units cancelled (in Dollars per share) | $0 | ' | ' |
Stockholders_Equity_Details_St
Stockholders' Equity (Details) - Status Of Unvested Share-based Payment Awards (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Status Of Unvested Share-based Payment Awards [Abstract] | ' | ' | ' |
Shares underlying awards unvested at December 31, 2012 | 3,834,606 | 4,711,899 | ' |
Shares underlying awards unvested at December 31, 2012 (in Dollars per share) | $1.05 | $1.03 | ' |
Shares underlying options granted | 1,645,534 | 2,800,000 | 730,000 |
Shares underlying options granted (in Dollars per share) | $0.63 | $0.48 | $0.89 |
Shares underlying restricted stock units granted | 1,338,018 | 249,000 | 1,400,000 |
Shares underlying restricted stock units granted (in Dollars per share) | $2.06 | $1.77 | $2.82 |
Shares underlying options vested | -1,216,632 | ' | ' |
Shares underlying options vested (in Dollars per share) | $0.51 | ' | ' |
Shares underlying restricted stock units issued | -751,371 | ' | ' |
Shares underlying restricted stock units issued (in Dollars per share) | $2.90 | ' | ' |
Shares underlying unvested options cancelled | -117,029 | ' | ' |
Shares underlying unvested options cancelled (in Dollars per share) | $0.79 | ' | ' |
Shares underlying unvested restricted stock units cancelled | -21,227 | ' | ' |
Shares underlying unvested restricted stock units cancelled (in Dollars per share) | $3.25 | ' | ' |
Shares underlying awards unvested at December 31, 2013 | 4,711,899 | ' | ' |
Shares underlying awards unvested at December 31, 2013 (in Dollars per share) | $1.03 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Operating Leases, Rent Expense | $1,500,000 | $1,500,000 | $1,700,000 |
Operating Leases, Rent Expense, Sublease Rentals | $733,000 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) - Future Minimum Cash Payments (USD $) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Future Minimum Cash Payments [Abstract] | ' | ' | ' | ' | ' |
Operating leases | $16,708,304 | ' | ' | ' | ' |
Operating leases | ' | ' | ' | ' | 1,872,688 |
Operating leases | ' | ' | ' | 1,819,238 | ' |
Operating leases | ' | ' | 1,967,230 | ' | ' |
Operating leases | ' | 2,557,338 | ' | ' | ' |
Operating leases | 2,622,557 | ' | ' | ' | ' |
Operating leases | 5,869,253 | ' | ' | ' | ' |
Employment agreement | 10,000,000 | ' | ' | ' | ' |
Employment agreement | ' | ' | ' | ' | 2,500,000 |
Employment agreement | ' | ' | ' | 2,500,000 | ' |
Employment agreement | ' | ' | 2,500,000 | ' | ' |
Employment agreement | ' | 2,500,000 | ' | ' | ' |
Employment agreement | 0 | ' | ' | ' | ' |
Employment agreement | 0 | ' | ' | ' | ' |
Outside contributors | 391,667 | ' | ' | ' | ' |
Outside contributors | ' | ' | ' | ' | 350,000 |
Outside contributors | ' | ' | ' | 41,667 | ' |
Outside contributors | ' | ' | 0 | ' | ' |
Outside contributors | ' | 0 | ' | ' | ' |
Outside contributors | 0 | ' | ' | ' | ' |
Outside contributors | 0 | ' | ' | ' | ' |
Total contractual cash obligations | 27,099,971 | ' | ' | ' | ' |
Total contractual cash obligations | ' | ' | ' | ' | 4,722,688 |
Total contractual cash obligations | ' | ' | ' | 4,360,905 | ' |
Total contractual cash obligations | ' | ' | 4,467,230 | ' | ' |
Total contractual cash obligations | ' | 5,057,338 | ' | ' | ' |
Total contractual cash obligations | 2,622,557 | ' | ' | ' | ' |
Total contractual cash obligations | $5,869,253 | ' | ' | ' | ' |
Long_Term_Investment_Details
Long Term Investment (Details) (Geezeo [Member], USD $) | 3 Months Ended | 12 Months Ended | 16 Months Ended | ||
Jun. 30, 2010 | Mar. 31, 2009 | Dec. 31, 2008 | Apr. 23, 2009 | Oct. 31, 2011 | |
Geezeo [Member] | ' | ' | ' | ' | ' |
Long Term Investment (Details) [Line Items] | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | $1,900,000 | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | 18.50% | ' | ' |
Legal Fees | ' | ' | 200,000 | ' | ' |
Equity Value For Retained Option To Purchase | ' | ' | ' | 12,000,000 | ' |
Asset Impairment Charges | 555,000 | 1,500,000 | ' | ' | ' |
Cost Method Investments | 0 | ' | ' | ' | ' |
Notes Receivable, Related Parties, Noncurrent | ' | ' | ' | ' | $600,000 |
Restructuring_and_Other_Charge2
Restructuring and Other Charges (Details) (USD $) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | |
The Deal, LLC [Member] | Restructuring Reserve 2013 [Member] | Restructuring Reserve 2012 [Member] | Restructuring Reserve 2011 [Member] | Restructuring Reserve 2009 [Member] | ||||
Restructuring Reserve 2012 [Member] | ||||||||
Restructuring and Other Charges (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Charges | $385,610 | $6,589,792 | $1,825,799 | ' | $385,610 | $6,878,460 | $1,825,799 | $3,460,914 |
Restructuring Expense Components | ' | ' | ' | 3,500,000 | ' | 3,400,000 | ' | ' |
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | ' | ' | ' | ' | ' | ' | ' | 8.00% |
Reduction To Prior Estimate | ' | ' | ' | ' | ' | $289,000 | ' | ' |
Restructuring_and_Other_Charge3
Restructuring and Other Charges (Details) - Summary of 2013 Restructuring Reserve Activity (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring and Other Charges (Details) - Summary of 2013 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring and other charges | $385,610 | $6,589,792 | $1,825,799 |
Noncash deductions | 393,195 | 1,396,695 | 647,152 |
Restructuring and other charges | 385,610 | 6,589,792 | 1,825,799 |
Restructuring Reserve 2013 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2013 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring and other charges | 385,610 | ' | ' |
Noncash deductions | -393,195 | ' | ' |
Adjustment to prior estimate | 7,585 | ' | ' |
Ending balance | 0 | ' | ' |
Restructuring and other charges | $385,610 | ' | ' |
Restructuring_and_Other_Charge4
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | $385,610 | $6,589,792 | $1,825,799 |
Noncash charges | 393,195 | 1,396,695 | 647,152 |
Workforce Reduction [Member] | Restructuring Reserve 2012 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | ' | 3,307,330 | ' |
Noncash charges | ' | -222,215 | ' |
Payments | -615,104 | -2,462,425 | ' |
Balance | 622,690 | ' | ' |
Adjustments to prior estimates | -7,586 | ' | ' |
Balance | 0 | 622,690 | ' |
Asset Write Off [Member] | Restructuring Reserve 2012 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | ' | 954,302 | ' |
Noncash charges | ' | -954,302 | ' |
Payments | 0 | 0 | ' |
Balance | 0 | ' | ' |
Adjustments to prior estimates | 0 | ' | ' |
Balance | 0 | 0 | ' |
Termination Of Vendor Services [Member] | Restructuring Reserve 2012 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | ' | 531,828 | ' |
Noncash charges | ' | -220,178 | ' |
Payments | -168,280 | -148,816 | ' |
Balance | 162,834 | ' | ' |
Adjustments to prior estimates | 5,446 | ' | ' |
Balance | 0 | 162,834 | ' |
Lease Termination [Member] | Restructuring Reserve 2012 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | ' | 2,085,000 | ' |
Noncash charges | ' | 0 | ' |
Payments | -640,200 | -190,518 | ' |
Balance | 1,894,482 | ' | ' |
Adjustments to prior estimates | 27,130 | ' | ' |
Balance | 1,281,412 | 1,894,482 | ' |
Restructuring Reserve 2012 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2012 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring charge | ' | 6,878,460 | ' |
Noncash charges | ' | -1,396,695 | ' |
Payments | -1,423,584 | -2,801,759 | ' |
Balance | 2,680,006 | ' | ' |
Adjustments to prior estimates | 24,990 | ' | ' |
Balance | $1,281,412 | $2,680,006 | ' |
Restructuring_and_Other_Charge5
Restructuring and Other Charges (Details) - Summary of 2011 Restructuring Reserve Activity (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring and Other Charges (Details) - Summary of 2011 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring and other charges | $385,610 | $6,589,792 | $1,825,799 |
Noncash charges | 393,195 | 1,396,695 | 647,152 |
Restructuring Reserve 2011 [Member] | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2011 Restructuring Reserve Activity [Line Items] | ' | ' | ' |
Restructuring and other charges | ' | ' | 1,825,799 |
Noncash charges | ' | ' | -647,152 |
Balance | 1,541 | 1,178,647 | ' |
Payments | -1,541 | -1,177,106 | ' |
Balance | $0 | $1,541 | $1,178,647 |
Restructuring_and_Other_Charge6
Restructuring and Other Charges (Details) - Summary of 2009 Restructuring Reserve Activity (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | |
Restructuring and Other Charges (Details) - Summary of 2009 Restructuring Reserve Activity [Line Items] | ' | ' | ' | ' | ' |
Restructuring and other charges | $385,610 | $6,589,792 | $1,825,799 | ' | ' |
Noncash charges | 393,195 | 1,396,695 | 647,152 | ' | ' |
Restructuring Reserve 2009 [Member] | ' | ' | ' | ' | ' |
Restructuring and Other Charges (Details) - Summary of 2009 Restructuring Reserve Activity [Line Items] | ' | ' | ' | ' | ' |
Restructuring and other charges | ' | ' | ' | ' | 3,460,914 |
Noncash charges | ' | ' | ' | ' | -451,695 |
Payments | -124,023 | -165,401 | -170,396 | -385,295 | -1,779,163 |
Reduction to prior estimate | ' | -288,667 | ' | ' | ' |
Balance | 220,297 | 674,365 | 844,761 | 1,230,056 | ' |
Balance | $96,274 | $220,297 | $674,365 | $844,761 | $1,230,056 |
Other_Liabilities_Details_Summ
Other Liabilities (Details) - Summary of Other Liabilities (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Summary of Other Liabilities [Abstract] | ' | ' |
Deferred rent | $2,629,798 | $2,954,944 |
Noncurrent restructuring charges | 1,281,412 | 1,062,940 |
Deferred revenue | 758,119 | 283,698 |
Other liabilities | 2,092 | 39,167 |
$4,671,421 | $4,340,749 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Disclosure Text Block Supplement [Abstract] | ' | ' | ' | ' |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | 100.00% | 50.00% | ' |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 8.00% | 6.00% | 4.00% | ' |
Defined Contribution Plan, Cost Recognized (in Dollars) | $759 | ' | $123 | $297 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) [Line Items] | ' | ' | ' |
Net (loss) income | ($3,785,701) | ($12,714,951) | ($8,184,121) |
Net loss attributable to common stockholders | -3,785,701 | -12,907,799 | -8,569,817 |
Basic and diluted net loss per share: | ' | ' | ' |
Preferred stock cash dividends (in Dollars per share) | $0 | ($0.01) | ($0.01) |
Basic and diluted net (loss) income per share (in Dollars per share) | ($0.11) | ($0.38) | ($0.26) |
First Quarter [Member] | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) [Line Items] | ' | ' | ' |
Total net revenue | 12,580,000 | 12,816,000 | ' |
Total operating expense | 14,395,000 | 17,349,000 | ' |
Net (loss) income | -1,743,000 | -4,437,000 | ' |
Preferred stock cash dividends | ' | 96,000 | ' |
Net loss attributable to common stockholders | ' | -4,533,000 | ' |
Basic and diluted net loss per share: | ' | ' | ' |
Preferred stock cash dividends (in Dollars per share) | ' | $0 | ' |
Net loss attributable to common stockholders (in Dollars per share) | ' | ($0.14) | ' |
Basic and diluted net (loss) income per share (in Dollars per share) | ($0.05) | ($0.14) | ' |
Secord Quarter [Member] | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) [Line Items] | ' | ' | ' |
Total net revenue | 13,484,000 | 12,481,000 | ' |
Total operating expense | 14,627,000 | 14,464,000 | ' |
Net (loss) income | -1,076,000 | -1,875,000 | ' |
Preferred stock cash dividends | ' | 97,000 | ' |
Net loss attributable to common stockholders | ' | -1,972,000 | ' |
Basic and diluted net loss per share: | ' | ' | ' |
Preferred stock cash dividends (in Dollars per share) | ' | $0 | ' |
Net loss attributable to common stockholders (in Dollars per share) | ' | ($0.06) | ' |
Basic and diluted net (loss) income per share (in Dollars per share) | ($0.03) | ($0.06) | ' |
Third Quarter [Member] | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) [Line Items] | ' | ' | ' |
Total net revenue | 13,585,000 | 11,598,000 | ' |
Total operating expense | 14,796,000 | 15,916,000 | ' |
Net (loss) income | -1,179,000 | -4,227,000 | ' |
Preferred stock cash dividends | ' | 0 | ' |
Net loss attributable to common stockholders | ' | -4,227,000 | ' |
Basic and diluted net loss per share: | ' | ' | ' |
Preferred stock cash dividends (in Dollars per share) | ' | $0 | ' |
Net loss attributable to common stockholders (in Dollars per share) | ' | ($0.13) | ' |
Basic and diluted net (loss) income per share (in Dollars per share) | ($0.03) | ($0.13) | ' |
Fourth Quarter [Member] | ' | ' | ' |
Selected Quarterly Financial Data (Unaudited) (Details) - Quarterly Financial Data (Unaudited) [Line Items] | ' | ' | ' |
Total net revenue | 14,801,000 | 13,826,000 | ' |
Total operating expense | 14,628,000 | 16,131,000 | ' |
Net (loss) income | 213,000 | -2,176,000 | ' |
Preferred stock cash dividends | ' | 0 | ' |
Net loss attributable to common stockholders | ' | ($2,176,000) | ' |
Basic and diluted net loss per share: | ' | ' | ' |
Preferred stock cash dividends (in Dollars per share) | ' | $0 | ' |
Net loss attributable to common stockholders (in Dollars per share) | ' | ($0.07) | ' |
Basic and diluted net (loss) income per share (in Dollars per share) | $0.01 | ($0.07) | ' |
SCHEDULE_IIVALUATION_AND_QUALI1
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Doubtful Accounts (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Allowance for Doubtful Accounts [Abstract] | ' | ' | ' |
Balance at Beginning of Period | $165,291 | $158,870 | $238,228 |
Provisions Charged to Expense | 80,819 | 114,870 | 182,946 |
Write-offs | 43,903 | 108,449 | 262,304 |
Balance at End of Period | 202,207 | 165,291 | 158,870 |
Balance at Beginning of Period | 62,493,958 | 57,560,365 | 52,803,494 |
Provisions Charged to Expense | 1,185,003 | 4,933,593 | 4,756,871 |
Write-offs | 0 | ' | 0 |
Balance at End of Period | $63,678,961 | $62,493,958 | $57,560,365 |