Notes to the Condensed Consolidated Financial Statements
Note 1—Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
MeetMe, Inc. (the “Company”) is a social network for meeting new people both on the web and on mobile platforms, including on iPhone, Android, iPad and other tablets, that facilitate interactions among users and encourages users to connect with each other. The Company monetizes through advertising, virtual currency, and paid subscriptions. The Company provides users with access to an expansive, multilingual menu of resources that promote social interaction, information sharing and other topics of interest to users. The Company offers online marketing capabilities, which enable marketers to display their advertisements in different formats and in different locations. The Company works with its advertisers to maximize the effectiveness of their campaigns by optimizing advertisement formats and placement.
Just as Facebook has established itself as the social network of friends and family, and LinkedIn as the social network of colleagues and business professionals, the Company is creating the social network not of the people you know but of the people you want to know. The Company believes meeting new people is a basic human need, especially for users aged 18-30, when so many long-lasting relationships are made. There are more than 1 billion people aged 18-30 worldwide with more than 50 million such people in the United States.
The Company believes that it has significant growth opportunities ahead as people increasingly use their mobile devices to discover the people around them. Given the importance of establishing connections within a user’s geographic proximity, the Company believes it is critical to establish a high density of users within the geographic regions it serves. As the Company’s network grows the number of users in a location, the Company believes users who are seeking to meet new people will incrementally benefit from the quantity of relevant connections.
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The condensed consolidated financial statements include the accounts of all subsidiaries and affiliates in which the Company holds a controlling financial interest as of the financial statement date. Normally a controlling financial interest reflects ownership of a majority of the voting interests.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Quepasa.com de Mexico, Quepasa Serviços em Solucoes de Publicidade E Tecnologia Ltda (inactive) and MeetMe Online S/S Ltda. All intercompany accounts and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information
The unaudited condensed consolidated financial statements have been prepared by the Company and reflect all normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the year ending December 31, 2014. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted under the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 25, 2014.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition, the allowance on accounts receivables, the fair value of financial instruments, the valuation of long-lived and indefinite-lived assets, and valuation of deferred tax assets, income taxes, contingencies and stock-based compensation. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company recognizes revenue in accordance with ASC 605, “
Revenue Recognition
,” and ASC 605-45 “
Principal Agent Considerations
.”
During the three months ended March 31, 2014 and 2013, the Company had transactions with several partners that qualify for principal agent considerations. The Company recognizes revenue net of amounts retained by third party entities, pursuant to revenue sharing agreements with advertising networks for advertising and with other partners for royalties on product sales.
During the three months ended March 31, 2014 and 2013, the Company’s revenue was generated from three principal sources: revenue earned from the sales of advertising on the Company’s website and mobile applications and virtual currency products.
Advertising Revenue
Advertising and custom sponsorship revenues consist primarily of advertising fees earned from the display of advertisements and click-throughs on text based links on the Company’s website and mobile applications. Revenue from online advertising is recognized as impressions are delivered. An impression is delivered when an advertisement appears on pages viewed by members of the Company’s website and mobile applications. Revenue from the display of click-throughs on text based links is recognized as click-throughs occur. The Company recognizes advertising revenue from customers that are advertising networks on a net basis, while advertising revenues earned directly from advertisers are recognized on a gross basis. Approximately 72% and 71% of the Company’s revenue came from advertising during the three months ended March 31, 2014 and 2013, respectively.
Virtual Currency Products
Revenue is earned from virtual currency monetization products sold to our website and mobile application users. The Company offers Credits and “Lunch Money” as virtual currency to our platform users. Users buy Lunch Money and credits to purchase the Company’s virtual products which put them in the spotlight, helping to get more attention from the community and thereby meet more people faster on our platform. These virtual products are consumed immediately. Credits can be purchased using PayPal on the website and iTunes and Google checkout via mobile applications. Platform users do not own the Credits but have a limited right to use the credits on virtual products offered for sale on the Company’s platform. Credits are non-refundable, the Company may change the purchase price of Credits at any time, and the Company reserves the right to stop issuing Credits in the future. The Company’s virtual currencies are not transferable, cannot be sold or exchanged outside our platform, are not redeemable for any sum of money, and can only be used for virtual products sold on the Company’ platform. Lunch Money is purchased by users and used and recorded as revenue immediately. Virtual Currency is recorded in deferred revenue when purchased and recognized as revenue when: (i) the credits are used by the customer; or (ii) the Company determines the likelihood of the credits being redeemed by the customer is remote (breakage) and there is not a legal obligation to remit the unredeemed credits to the relevant jurisdiction. The determination of the virtual currency breakage rate is based upon Company-specific historical redemption patterns. Virtual currency breakage is recognized in revenue as the credits are used on a pro rata basis over a three month period (life of the user) beginning at the date of the virtual currency sale and is included in revenue in the consolidated statement of operations and comprehensive loss. Breakage recognized during the three months ended March 31, 2014 and 2013 was $250,000 and $0, respectively. For “VIP” and other subscriptions based products, the Company recognizes revenue over the term of the subscription.
The Company also earns revenue from advertisement products from currency engagement actions (i.e. sponsored engagement advertisements) by users on all of the Company’s platforms, including cost-per-action (CPA) currency incented promotions and sales on our proprietary cross-platform currency monetization product, “Social Theater.” The Company controls and develops the Social Theater product and CPA promotions and acts as a principal in these transactions and recognizes the related revenue on a gross basis when collections are reasonably assured and upon delivery of the virtual currency to the users’ account. When a user performs an action, the user earns virtual currency and the Company earns product revenue from the advertiser.
Social Theater is a product that allows the Company to offer advertisers a way to leverage the Facebook platform through guaranteed actions by Facebook’s user base. Social Theater is also hosted on the Company’s platform. Typical guaranteed actions available to advertisers are video views, fan page growth, quizzes and surveys. Social Theater revenue is recognized when persuasive evidence of an arrangement exists, the sales price is fixed or determinable, collectability is reasonably assured, and the service has been rendered. The Social Theater prices are both fixed and determinable based on the contract with the advertiser. The user completes an action and the electronic record of the transaction triggers the revenue recognition. The collection of the Social Theater revenue is reasonably assured by contractual obligation and historical payment performance. The delivery of virtual currency from the hosting platform to a user evidences the completion of the action required by the customer that the service has been rendered for Social Theater revenue recognition.
Beanstock Media Inc.
On September 25, 2013, the Company entered into a Media Publisher Agreement with Beanstock Media, Inc., a Delaware corporation (“Beanstock”) (the “Beanstock Agreement”). The Beanstock Agreement is effective from September 23, 2013 through December 31, 2015, unless earlier terminated.
Pursuant to the BeanstockAgreement, Beanstock has the exclusive right and obligation to fill all of the Company’s remnant desktop in-page display advertising inventory on www.meetme.com (the “Site”) excluding (i) any inventory sold to a third party under an insertion order that is campaign or advertiser specific, (ii) any inventory the Company reserves in existing and future agreements with third parties for barter transactions and as additional consideration as part of larger business development transactions, and (iii) any inventory reserved for premium advertising for the Site. The Company may also continue to place inventory outside of the Beanstock Agreement in direct sales.
Beanstock will pay for all advertising requests that the Company delivers, whether or not Beanstock fills the advertising request. For the United States, Beanstock will pay the Company specified CPM rates plus a percentage of revenue in excess of those rates; for the rest of the world, Beanstock will pay the Company 90% of its net ad revenue for the Site.
The Company may terminate the Beanstock Agreement at any time without charge or penalty by providing written notice to Beanstock. Either party may terminate the Beanstock Agreement if the other party is in material breach of its obligations and does not cure such breach, or if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such party or its business. For the three months ended March 31, 2014, the Company recognized approximately $2,700,000 in revenue under the terms of the Beanstock Agreement.
Pinsight Media
On October 31, 2013, the Company entered into an Advertising Agreement with Pinsight Media+, Inc. (“Pinsight”), which was amended by the parties thereto on January 30, 2014 (the “Pinsight Agreement”).
The Pinsight Agreement is effective from October 31, 2013 through December 31, 2014, unless earlier terminated. Under the Pinsight Agreement,
Pinsight will pay for all ad requests that the Company delivers, whether or not Pinsight fills them. Pinsight will pay specified CPM rates depending on the type of advertising; provided, however, that if more than a stated percentage of all page views on the App originate outside of the United States, then Pinsight will remit to the Company a percentage of gross revenue relating to international advertising impressions in excess of such amount. The stated CPM rates for certain advertising are subject to renegotiation under certain conditions; in such case, if the parties do not agree on a modified rate, then such advertising will be excluded from the Pinsight Agreement.
Pursuant to the Pinsight Agreement, Pinsight has the right and obligation to fill all of the Company’s advertising inventory on its MeetMe mobile app for iOS and Android (the “App”). The Pinsight Agreement does not apply to other mobile apps or virtual currency features on the App, including without limitation offer wall features and the Company’s Social Theater business. The Pinsight Agreement contemplates that the Company will make certain specified changes to its existing ad logic on the App. If the Company wishes to increase the number, type, frequency or scope of impressions on the App (“Additional Inventory”), it must first notify Pinsight and upon Pinsight’s written consent, said Additional Inventory will become subject to the Pinsight Agreement.
Pinsight will comply with the Company’s advertising editorial guidelines as in effect from time to time.
The Company may terminate the Pinsight Agreement upon written notice if (i) Pinsight fails to pay any undisputed amount in a timely fashion, or (ii) in the Company’s sole discretion, Pinsight’s software development kit and those of its performance partners and the placement and running of advertising on the App causes a diminution in the App user experience. Either party may terminate the Pinsight Agreement upon written notice (a) for the other party’s violation of confidentiality provisions, (b) if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such other party or its business, or (c) for Cause. In the event of a termination for Cause, the terminating party will be entitled to liquidated damages. “Cause” means (i) the other party’s material breach if the breaching party does not cure said breach to the reasonable satisfaction of the non-breaching party within thirty days (or, if the breach cannot reasonably be cured within thirty days, does not commence a cure thereof to the reasonable satisfaction of the non-breaching party), (ii) the other party’s willful failure to perform under the Pinsight Agreement, including without limitation with respect to the payment for advertising, (iii) the other party communicates its intention (verbally or in writing) to discontinue performance hereunder (whether or not said party actually discontinues performance hereunder), unless, after inquiry by the first party, a Vice President (or his designee) of said other party affirms in writing within one business day that said party intends to continue performing hereunder, (iv) the other party attempts to terminate the Pinsight Agreement for convenience or for a reason not specifically set forth in the Pinsight Agreement, or (v) the other party ceases to do business or notifies the other party of its intention to cease doing business prior to the end of the term hereof. For the three months ended March 31, 2014, the Company recognized approximately $3,300,000 in revenue under the terms of the Pinsight Agreement.
Fair Value Measurements
The fair values of the Company’s financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).
The Company’s financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and deferred revenue. The carrying amounts approximate fair value due to their short maturities. Amounts recorded for subordinated notes payable, net of discount, and loans payable also approximate fair value because current interest rates available to the Company for debt with similar terms and maturities are substantially the same.
Certain common stock warrants are carried at fair value as disclosed below. The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts.
Foreign Currency
The functional currency of our foreign subsidiaries is the local currency. The financial statements of these subsidiaries are translated to U.S. dollars using period-end rates of exchange for assets and liabilities and average quarterly rates of exchange for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive loss as a component of stockholders’ equity. Net gains and losses resulting from foreign exchange transactions are included in other income (expense).
Significant Customers and Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash equivalents and accounts receivable. The Company invests its excess cash in high-quality, liquid money market instruments maintained by major U.S. banks and financial institutions. The Company has not experienced any losses on its cash equivalents.
The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company has no history of significant losses from uncollectible accounts. During the three months ended March 31, 2014 and 2013, two customers comprised approximately 63% and 40% of total revenues, respectively. Two customers comprised 60% and 32% of total accounts receivable as of March 31, 2014 and December 31, 2013, respectively.
The Company does not expect its current or future credit risk exposures to have a significant impact on its operations. However, there can be no assurance that the Company’s business will not experience any adverse impact from credit risk in the future.
Product Development and Content Costs
Product development and content costs, including costs incurred in the classification and organization of listings within our websites, salaries, benefits, and stock-based compensation, utility charges, occupancy and support for our offsite technology infrastructure, bandwidth and content delivery fees, and internet development and maintenance costs, are charged to expense as incurred.
Stock-Based Compensation
The fair value of share-based payments are estimated on the date of grant using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The Company has elected to use the simplified method described in the SEC Staff Accounting Bulletin Topic 14C to estimate the expected term of employee stock options. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. Compensation expense is recognized on a straight-line basis over the requisite service period of the award.
Comprehensive Loss
Comprehensive loss consists of foreign currency translation adjustments which are added to net loss to compute total comprehensive loss.
Comprehensive loss includes all changes in stockholders’ equity during a period from non-owner sources.
Contingencies
The Company accrues for contingent obligations, including legal costs and restructuring costs, when the obligation is probable and the amount can be reasonably estimated. As facts concerning contingencies become known the Company will reassess its position and make appropriate adjustments to the consolidated financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available.
Recent Issued Accounting Standards
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance is effective for fiscal year and interim periods beginning after December 15, 2013. The adoption of ASU 2013-11 in fiscal 2014 is not expected to have a material impact on the Company’s consolidated condensed financial statements.
In February 2013, the FASB issued Accounting Standards Update 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. The ASU is effective for annual periods and interim periods within those periods beginning after December 15, 2012. The ASU was effective for the Company beginning in the first quarter of fiscal 2014 and did not have a material impact on the Company's consolidated condensed financial statements.
Note 2— Net Loss per Share
Basic earnings or losses per share are computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Diluted earnings or loss per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares and common stock equivalents outstanding, calculated on the treasury stock method for options and warrants using the average market prices during the period.
As the Company incurred a net loss in all periods presented, all potentially dilutive securities were excluded from the computation of diluted loss per share since the effect of including them is anti-dilutive.
The following table summarizes the number of dilutive securities, which may dilute future earnings per share, outstanding for each of the periods presented, but not included in the calculation of diluted loss per share:
|
|
Three Months Ended March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Stock options
|
|
|
9,147,214
|
|
|
|
8,844,180
|
|
Unvested restricted stock awards
|
|
|
1,309,750
|
|
|
|
-
|
|
Warrants
|
|
|
2,812,414
|
|
|
|
3,197,853
|
|
Convertible preferred stock
|
|
|
1,479,949
|
|
|
|
1,479,949
|
|
Totals
|
|
|
14,749,327
|
|
|
|
13,521,982
|
|
Note 3 - Fair Value Measurements
ASC Topic 820,
Fair Value Measurement
(ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes among the following:
Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Recurring Fair Value Measurements
Items measured at fair value on a recurring basis include money market mutual funds and warrants to purchase convertible preferred stock. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. The following fair value hierarchy table presents information about each major category of the Company's financial assets and liabilities measured at fair value on a recurring basis:
|
|
Quoted Prices in
Active Markets
for Identical
Items
(Level 1)
|
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
|
Total
|
|
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market
|
|
$
|
2,007,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,007,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
2,007,240
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,007,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants to purchase common stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,993
|
|
|
|
1,000,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000,993
|
|
|
|
1,000,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market
|
|
$
|
3,206,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,206,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
3,206,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,206,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants to purchase common stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
819,930
|
|
|
$
|
819,930
|
|
Total liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
819,930
|
|
|
$
|
819,930
|
|
The following table sets forth a summary of changes in the fair value of the Company's Common Stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs:
|
|
Convertible
Common
Stock Warrant
Liability
|
|
Balance as of December 31, 2013
|
|
$
|
819,930
|
|
Settlements
|
|
|
(174,891
|
)
|
Changes in estimated fair value
|
|
|
355,954
|
|
Balance as of March 31, 2014
|
|
$
|
1,000,993
|
|
The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the three months ended March 31, 2014 and the year ended December 31, 2013.
The fair value of the warrants on the date of issuance and on each re-measurement date of those warrants classified as liabilities is estimated using the Black-Scholes option pricing model using the following assumptions: contractual life according to the remaining terms of the warrants, no dividend yield, weighted average risk-free interest rate of 2.73% at March 31, 2014 and weighted average volatility of 90.59%. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. The warrant liability is recorded in other liabilities on the Company's Consolidated Balance Sheets. The warrant liability is marked-to-market each reporting period with the change in fair value recorded as interest expense on the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument.
Nonrecurring Fair Value Measurements
There were no remeasured assets or liabilities at fair value on a non-recurring basis for the three months ended March 31, 2014 and the year ended December 31, 2013.
Note 4—Intangible Assets
Intangible assets consist of the following:
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
|
|
|
|
|
|
|
|
Trademarks and domains names
|
|
$
|
6,124,994
|
|
|
$
|
6,124,994
|
|
Advertising customer relationships
|
|
|
1,165,000
|
|
|
|
1,165,000
|
|
Mobile applications
|
|
|
1,725,000
|
|
|
|
1,725,000
|
|
|
|
|
9,014,994
|
|
|
|
9,014,994
|
|
Less accumulated amortization
|
|
|
(4,716,636
|
)
|
|
|
(4,227,053
|
)
|
Intangible assets—net
|
|
$
|
4,298,358
|
|
|
$
|
4,787,941
|
|
Amortization expense was approximately $490,000 for the three months ended March 31, 2014 and 2013, respectively.
Annual future amortization expense for the Company’s intangible assets is as follows:
Years ending December 31:
|
|
|
|
|
|
|
|
|
|
Remaining in 2014
|
|
$
|
1,404,027
|
|
2015
|
|
|
1,569,999
|
|
2016
|
|
|
1,324,332
|
|
Total
|
|
$
|
4,298,358
|
|
Note 5—Property and Equipment
Property and equipment consist of the following:
|
|
March 31, 2014
|
|
|
December 31,
2013
|
|
|
|
|
|
|
|
|
|
|
Servers, computer equipment and software
|
|
$
|
7,345,836
|
|
|
$
|
7,308,536
|
|
Office furniture and equipment
|
|
|
152,064
|
|
|
|
152,064
|
|
Leasehold Improvements
|
|
|
373,399
|
|
|
|
373,399
|
|
|
|
|
7,871,299
|
|
|
|
7,833,999
|
|
Less accumulated depreciation/amortization
|
|
|
(5,558,113
|
)
|
|
|
(4,962,199
|
)
|
Property and equipment—net
|
|
$
|
2,313,186
|
|
|
$
|
2,871,800
|
|
Property and equipment depreciation and amortization expense was approximately $596,000 and 593,000 for the three months March 31, 2014 and 2013, respectively.
Note 6—Accrued Liabilities
Accrued liabilities consist of the following:
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
1,015,169
|
|
|
$
|
1,539,269
|
|
Accrued bonuses
|
|
|
1,304,131
|
|
|
|
1,108,000
|
|
Accrued employee benefits
|
|
|
616,111
|
|
|
|
492,496
|
|
Accrued restructuring costs
|
|
|
202,085
|
|
|
|
122,562
|
|
Accrued liabilities
|
|
$
|
3,137,496
|
|
|
$
|
3,262,327
|
|
Note 7— Long-term Debt
The components of the Company’s total indebtedness were as follows:
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
Senior Loans Payable:
|
|
|
|
|
|
|
|
|
Term Loan
|
|
$
|
4,218,617
|
|
|
$
|
4,663,018
|
|
LSA2 Loan
|
|
|
241,797
|
|
|
|
480,753
|
|
Less: unamortized discount
|
|
|
(450,026
|
)
|
|
|
(706,963
|
)
|
Total long-term debt, net
|
|
|
4,010,388
|
|
|
|
4,436,808
|
|
Less current portion
|
|
|
(1,650,608
|
)
|
|
|
(2,333,966
|
)
|
Total long-term debt, less current portion, net
|
|
$
|
2,359,780
|
|
|
$
|
2,102,842
|
|
Senior Loans Payable
Term Loan
On April 29, 2013, the Company entered into an $8.0 million loan and security agreement with Venture Lending & Leasing VI, Inc. and Venture Lending & Leasing VII, Inc., at 11% fixed interest rate, maturing in 36 months, and which may be drawn in three tranches (the “Loan”). On April 29, 2013, the Company drew $5.0 million on the facility. Interest is payable monthly for the first six months of the loan term, and monthly principal and interest payments are due thereafter through the maturity date. The Company issued warrants to each of the lenders in conjunction with the loan facility with an initial aggregate exercise price of $800,000, which increased by $200,000 with the first tranche and would increase by $300,000 with the second and third tranche draw down of the Loan. The Loan payable is net of the initial value of the warrants (See Note 11). The initial value of warrants have been capitalized within the other assets section of the balance sheet and are being amortized under the interest method over the term of the loan. Amortization expense for the three months ended March 31, 2014 was $256,939 and is included on the statement of operations and comprehensive loss in interest expense. The lenders have a priority first security lien on substantially all assets of the Company.
Growth and Equipment Term Loans
On November 10, 2011, in conjunction with the acquisition of Insider Guides, the Company assumed loans payable consisting of a growth capital term loan and three equipment term loans. The loans are collateralized by substantially all the assets of the Company. Under the Loan and Security Agreement Number 2 (“LSA2”) growth term and equipment term loans, dated December 13, 2010, principal and interest are payable monthly at a fixed interest rate of 12.50% per annum, and the loans are due September 2014. Under the Supplemental Loan and Security Agreement (“SLSA”), dated November 21, 2008, principal and interest are payable monthly at a fixed interest rate of 12.60% per annum, and the loan was repaid by April 2012. Under the Supplement Number 2 Loan and Security Agreement (“S2LSA”) dated January 22, 2010, principal and interest are payable monthly at a fixed interest rate of 12.50% per annum, and the loan was due June 2013. On February 13, 2012, the loans payable and security agreements were amended and restated to include additional debt covenants. The amendment includes limitations of additional $6.0 million of bank borrowing and indebtedness for leased office equipment. The amendment requires that the Company’s unrestricted cash and accounts receivable be greater than or equal to 200% of the borrowers indebtedness and the Company’s unrestricted cash be greater than or equal to the aggregate amount of interest that will accrue and be payable through the maturity date of loans payable and security agreement.
Note 8—Commitments and Contingencies
Operating Leases
The Company leases certain fixed assets under capital leases that expire through 2016. The Company leases its operating facilities in the U.S. and Sao Paulo, Brazil, under certain noncancelable operating leases that expire through 2017. These leases are renewable at the Company’s option.
Capital Leases
During the first quarter 2012, the Company executed two non-cancelable master lease agreements one with Dell Financial Services and one with HP Financial Services. Both are for the purchase or lease of equipment for the Company’s data centers. Principal and interest are payable monthly at interest rates of ranging from 4.5% to 8.0% per annum, rates varying based on the type of equipment purchased. The capital leases are secured by the leased equipment, and outstanding principal and interest are due respectively in January and March 2015.
A summary of minimum future rental payments required under capital and operating leases as of March 31, 2014 are as follows:
|
|
Capital Leases
(1)
|
|
|
Operating
Leases
|
|
Remaining in 2014
|
|
$
|
756,383
|
|
|
$
|
894,267
|
|
2015
|
|
|
631,357
|
|
|
|
529,317
|
|
2016
|
|
|
107,085
|
|
|
|
467,182
|
|
2017
|
|
|
-
|
|
|
|
114,981
|
|
Total minimum lease payments
|
|
$
|
1,494,825
|
|
|
$
|
2,005,747
|
|
Less: Amount representing interest
|
|
|
(83,137
|
)
|
|
|
|
|
Total present value of minimum payments
|
|
$
|
1,411,688
|
|
|
|
|
|
Less: Current portion of such obligations
|
|
|
914,877
|
|
|
|
|
|
Long-term capital lease obligations
|
|
$
|
496,811
|
|
|
|
|
|
Rent expense for under these leases was approximately $0.5 million for the three months ended March 31, 2014 and 2013.
Litigation
From time to time, we are party to certain legal proceedings that arise in the ordinary course and are incidental to our business. We operate our business online, which is subject to extensive regulation by federal and state governments.
On February 3, 2014, the San Francisco City Attorney filed a complaint against the Company in the Superior Court of the State of California, County of San Francisco, alleging that the Company engages in unfair business practices with respect to its use of information relating to minors, and particularly with respect to location information and the disclosure of such use. The Company believes the City Attorney’s allegations are without merit and intends to defend against them vigorously.
On March 18, 2014, RecruitME, LLC (“RecruitME”) served a complaint on the Company that it had filed on December 27, 2013 in the United States District Court for the Eastern District of Texas accusing the Company of patent infringement. The Company believes RecruitME’s claims are without merit and intends to defend against them vigorously.
On September 8, 2011, Stacey Caplan, the Company's former employee, filed a complaint with the Equal Employment Opportunity Commission (“EEOC”) alleging sexual discrimination by the Company in the period following her voluntary resignation. The Company denied the allegations. On July 6, 2012, the EEOC found the complaint unfounded and closed its file. On January 28, 2013, Ms. Caplan sued the Company and its then Chief Financial Officer, Michael Matte, in the Florida Circuit Court for Palm Beach County for alleged unlawful discrimination on the basis of sex and tortious interference with contractual relations. On April 17, 2013, the Court dismissed the plaintiff’s tortious interference claims against the Company, and on April 19, 2013, the plaintiff withdrew her claims against Mr. Matte. On March 21, 2014, the parties entered into a settlement agreement to dismiss the suit with prejudice and Ms. Caplan agreed to pay the Company $5,000. Accordingly, on March 24, 2014, the suit was dismissed.
Future events or circumstances, currently unknown to management, will determine whether the resolution of pending or threatened litigation or claims will ultimately have a material effect on our consolidated financial position, liquidity or results of operations in any future reporting periods.
Note 9—Income Taxes
At March 31, 2014 and December 31, 2013, the Company had net deferred tax assets that were fully offset by a valuation allowance, as management believes that it is not more likely than not that the Company will realize the benefits of the deductible differences. The deferred tax assets at both March 31, 2014 and December 31, 2013 are principally the result of federal and state net operating loss carryforwards of approximately $139 million. These net operating loss carryforwards will expire at various dates through 2034, if unused.
During the three months ended March 31, 2014 and 2013, the Company had no material changes in uncertain tax positions.
Note 10 - Stockholder’s Equity
Preferred Stock
The Board of Directors may, without further action by the stockholders, issue a series of Preferred Stock and fix the rights and preferences of those shares, including the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences, the number of shares constituting any series and the designation of such series.
In November 2011, the Company sold 1,000,000 shares of Series A-1 Preferred Stock (“Series A-1”) to Mexicans & Americans Trading Together, Inc. (“MATT Inc.”) for $5,000,000. MATT Inc. was an existing stockholder of the Company. The Series A-1 shares are convertible, at MATT Inc.’s option, into 1,479,949 shares of the Company’s common stock, at a purchase price per share of approximately $3.38, and have voting rights on as converted basis. The holders of the Series A-1 do not have any change in control or liquidation preferences.
Common Stock
The total number of shares of common stock, $0.001 par value, that the Company is authorized to issue is 100,000,000.
The Company issued 122,685 shares of common stock in connection with the exercises of stock options during the year ended December 31, 2013. There were no exercises of stock option in the three months ended March 31, 2014. During the three months ended March 31, 2014, the Company issued 89,230 common shares on connection with the exercise of warrants (see Note 11).
Stock-Based Compensation
The fair values of share-based payments are estimated on the date of grant using the Black-Scholes option pricing model, based on weighted average assumptions. Expected volatility is based on historical volatility of our common stock. The risk-free rate is based on the U.S. Treasury yield curve in effect over the expected term at the time of grant. Compensation expense is recognized on a straight-line basis over the requisite service period of the award. During 2014 and 2013, the Company continued to use the simplified method to determine the expected option term since the Company’s stock option exercise experience does not provide a reasonable basis upon which to estimate the expected option term.
The Company began granting restricted stock awards (“RSAs”) to its employees in April 2013. The cost of the RSAs is determined using the fair value of the Company’s common stock on the date of grant. Stock-based compensation expense for RSAs is amortized on a straight-line basis over the requisite service period. RSAs generally vest over a three-year period with 33% vesting at the end of one year and the remaining vesting quarterly or annually thereafter.
The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company use different assumptions, the Company’s stock-based compensation expense could be materially different in the future.
Stock-based compensation expense includes incremental stock-based compensation expense as follows:
|
|
For the Three Months Ended
March 31,
|
|
|
|
2014
|
|
|
2013
|
|
Sales and marketing
|
|
$
|
116,990
|
|
|
$
|
93,322
|
|
Product development and content
|
|
|
514,745
|
|
|
|
350,298
|
|
General and administrative
|
|
|
309,552
|
|
|
|
861,528
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation for vesting of options
|
|
$
|
941,287
|
|
|
$
|
1,305,148
|
|
As of March 31, 2014, there was approximately $3.6 million of total unrecognized compensation cost, which is expected to be recognized over a period of approximately one and a half years.
Stock Option Plans
2012 Omnibus Incentive Plan
On June 1, 2012, the stockholders approved the 2012 Omnibus Incentive Plan (the “2012 Plan”), providing for the issuance of up to 5,700,000 shares of common stock, including approximately 2,100,000 shares previously approved by the Company’s stockholders under the Company’s Amended and Restated 2006 Stock Incentive Plan (the “2006 Stock Plan”), less one share of common stock for every one share of common stock that was subject an option or other award granted after December 31, 2011 under the 2006 Stock Plan, plus an additional number of shares of common stock equal to the number of shares previously granted under the 2006 Stock Plan that either terminate, expire, or are forfeited after the December 31, 2011. As of March 31, 2014, there were approximately 2.2 million shares of common stock available for grant. A summary of stock option activity under the 2012 Plan during the three months ended March 31, 2014 is as follows:
Options
|
|
Number of
Stock
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2013
|
|
|
1,280,042
|
|
|
$
|
1.99
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
67,500
|
|
|
|
2.76
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(15,000
|
)
|
|
|
1.79
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
1,332,542
|
|
|
$
|
2.03
|
|
|
|
9.2
|
|
|
$
|
1,644,961
|
|
Exercisable at March 31, 2014
|
|
|
216,250
|
|
|
$
|
2.25
|
|
|
|
8.6
|
|
|
$
|
220,388
|
|
The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for the three months ended March 31, 2014:
Risk-free interest rate:
|
|
|
1.56
|
%
|
Expected term (in years):
|
|
|
5.9
|
|
Expected dividend yield:
|
|
|
-
|
|
Expected volatility:
|
|
|
82
|
%
|
Restricted Stock Awards
The Company did not grant any RSAs during the three months ended March 31, 2014. Shares are forfeited if not vested within three years from the date of grant, and vest in three equal annual increments. The Company recorded stock-based compensation expense related to RSAs of approximately $245,000 for the three months ended March 31, 2014. A summary of RSA activity under the 2012 Plan during the three months ended March 31, 2014 is as follows:
RSAs
|
|
Number of
Stock
Options
|
|
|
Weighted-
Average
Stock Price
|
|
Outstanding at December 31, 2013
|
|
|
1,361,750
|
|
|
$
|
1.79
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Forfeited or expired
|
|
|
(52,000
|
)
|
|
|
1.77
|
|
Outstanding at March 31, 2014
|
|
|
1,309,750
|
|
|
$
|
1.80
|
|
Unvested at March 31, 2014
|
|
|
1,309,750
|
|
|
$
|
1.80
|
|
2006 Stock Incentive Plan
On June 27, 2007, the stockholders approved the 2006 Stock Plan, providing for the issuance of up to 3,700,000 shares of common stock plus an additional number of shares of common stock equal to the number of shares previously granted under the 1998 Stock Option Plan that either terminate, expire, or lapse after the date of the Board of Directors’ approval of the 2006 Plan.
In 2008, the Company’s Board of Directors and stockholders approved an amendment to the 2006 Plan to authorize the issuance of an additional 2,000,000 shares of common stock. In November 2009, the Company’s Board of Directors approved an amendment to the 2006 Plan to authorize the issuance of an additional 2,000,000 shares of common stock. On June 4, 2010, the Company’s stockholders ratified this amendment to the 2006 Plan. In June 2011 and November 2011, the Company’s Board of Directors and stockholders approved amendments to the 2006 Plan to authorize the issuances of 4,000,000 additional shares of common stock. Pursuant to the terms of the 2006 Plan, eligible individuals could be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, or stock grant awards.
A summary of stock option activity under the 2006 Stock Plans during the three months ended March 31, 2014 is as follows:
Options
|
|
Number of
Stock
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2013
|
|
|
7,415,051
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(43,417
|
)
|
|
|
3.95
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
7,371,634
|
|
|
$
|
2.35
|
|
|
|
5.4
|
|
|
$
|
9,418,725
|
|
Exercisable at March 31, 2014 (1)
|
|
|
6,418,455
|
|
|
$
|
2.12
|
|
|
|
5.0
|
|
|
$
|
9,418,058
|
|
(1)
|
Includes 71,352 exercisable options to purchase common stock at a weighted average exercise price of $3.64 per share being held by consultants.
|
Non-Plan Options
The Board of Directors has approved and our stockholders have ratified the issuance of stock options outside of our stock incentive plans. A summary of Non-Plan option activity during the three months ended March 31, 2014 is as follows:
Options
|
|
Number of
Stock
Options
|
|
|
Weighted-
Average
Exercise Price
|
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2013
|
|
|
443,038
|
|
|
$
|
1.34
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2014
|
|
|
443,038
|
|
|
$
|
1.34
|
|
|
|
5.6
|
|
|
$
|
850,633
|
|
Exercisable at March 31, 2014
|
|
|
443,038
|
|
|
$
|
1.34
|
|
|
|
5.6
|
|
|
$
|
850,633
|
|
Note 11—Warrant Transactions
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants:
|
|
|
|
|
|
|
|
|
|
Weighted-average
|
|
|
|
Balance sheet
|
|
|
Warrants as of
|
|
|
exercise
|
|
|
|
classification
|
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
|
price
per share
|
|
Expiration
|
|
March 31,
2014
|
|
December 31,
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venture Lending & Leasing VI, Inc.
|
|
|
170,919
|
|
|
|
255,102
|
|
|
$
|
|
1.96
|
|
2/28/2024
|
|
Liability
|
|
Liability
|
Venture Lending & Leasing VII, Inc.
|
|
|
170,919
|
|
|
|
255,102
|
|
|
|
|
1.96
|
|
2/28/2024
|
|
Liability
|
|
Liability
|
Allen, F. Stephen Series #2
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
3.55
|
|
3/21/2016
|
|
Equity
|
|
Equity
|
Allen, F. Stephen Series #3
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
3.55
|
|
3/21/2016
|
|
Equity
|
|
Equity
|
Stearns, Robert
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
|
3.55
|
|
3/21/2016
|
|
Equity
|
|
Equity
|
MATT Series #1
|
|
|
270,576
|
|
|
|
401,486
|
|
|
|
|
2.75
|
|
9/19/2016
|
|
Equity
|
|
Equity
|
MATT Series #2
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
|
2.75
|
|
9/19/2016
|
|
Equity
|
|
Equity
|
All warrants
|
|
|
2,812,414
|
|
|
|
3,111,690
|
|
|
|
|
|
|
|
|
|
|
|
Venture Lending & Leasing VI and VII Inc.
In connection with the Term loan that took place in April 2013, the Company issued warrants to the lender with an initial aggregate exercise value of $800,000, which increased by $200,000 with the first tranche and which would increase by $300,000 with the second and third tranche draw down of the loan (See Note 7). Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance.
The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815,
Derivatives and Hedging—Contracts in Entity's Own Equity
(ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive loss for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the Term loan.
On March 10, 2014, Venture Lending & Leasing VI and VII exercised 168,366 warrants with an exercise price of $1.96 per share. The warrants were net settled resulting in the Company issuing 89,230 shares of common stock.
On March 31, 2014, the Company remeasured the
fair value of the outstanding warrants, using current assumptions, resulting in an increase in fair value of $355,954, which was recorded in other income (expense) in the accompanying statements of operations and comprehensive loss. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants.
The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities, and the fair value is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 3 measurement (Note 3).
The fair value of the warrants was calculated using the Black-Scholes option-pricing model with the following assumptions as of:
|
|
March 31,
2014
|
|
|
|
|
|
|
Risk-free interest rate:
|
|
|
2.73
|
%
|
Expected term (years):
|
|
|
9.92
|
|
Expected dividend yield:
|
|
|
-
|
|
Expected volatility:
|
|
|
90.59
|
%
|
Allen, F. Stephen Series #2 and #3
In March 2006, the Company issued warrants to purchase 1,000,000 shares of common stock each at exercise prices of $4.00, and $7.00 as compensation for certain strategic initiatives. On February 19, 2010, the Company reduced the exercise price of the remaining 1,000,000 outstanding warrants to $3.55 per share. The Series 2 and Series 3 warrants were outstanding at March 31, 2014 and expire in March 2016. The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date. The fair value of the modified warrants was calculated using the Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate:
|
|
|
3.24
|
%
|
Expected term (years):
|
|
|
6.08
|
|
Expected dividend yield:
|
|
|
—
|
|
Expected volatility:
|
|
|
94.07
|
%
|
Stearns, Robert
In March 2006, the Company issued warrants to purchase 200,000 shares of common stock at an exercise price of $3.55 per share as compensation to the Company’s then Chief Executive Officer. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to compensation expense. These warrants were still outstanding at March 31, 2014 and expire in March 2016.
MATT Series #1 and #2
In October 2006, the Company issued two series of warrants to purchase 1,000,000 shares of common stock each at exercise prices of $12.50 and $15.00 per share to MATT, Inc. in connection with the issuance of common stock. On January 25, 2008, the Company entered into a Note Purchase Agreement (the “MATT Agreement”) with MATT, Inc. Pursuant to the terms of the MATT Agreement, among other things, the exercise price of MATT, Inc.’s outstanding warrants was reduced to $2.75 per share and the Company issued MATT, Inc. a subordinated promissory note due October 16, 2016 with 4.46% interest per annum (the “MATT Note”). The warrant re-pricing resulted in a discount on the MATT Note of $1,341,692, to be amortized over the life of the MATT Note. These warrants expire in October 2016 and were outstanding as of December 31, 2013. The fair value of the warrant re-pricing was determined by comparing the fair value of the modified warrant with the fair value of the unmodified warrant on the modification date and recording any excess as a discount on the note. No such discount was recorded as the repriced warrants value decreased. On March 5, 2013, MATT, Inc. exercised warrants to purchase 2,147 shares of common stock using the amount by which the outstanding principal and accrued interest under the MATT Note exceeded the amount of the Receivable. MATT, Inc. agreed to exercise or forfeit the MATT warrants with an aggregate exercise price of $2,000,000 over an eleven-month period beginning in March 2013. For the three months ended March 31, 2014, 130,910 warrants were forfeited. At March 31, 2014, MATT warrants totaling 1,270,571 were outstanding.
The fair value of the modified warrants was calculated using the Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate:
|
|
|
2.81
|
%
|
Expected term (years):
|
|
|
8.73
|
|
Expected dividend yield:
|
|
|
-
|
|
Expected volatility:
|
|
|
100.75
|
%
|
A summary of warrant activity for the three months ended March 31, 2014 is as follows:
Warrants
|
|
Number of
Warrants
|
|
|
Weighted-
Average
Exercise Price
|
|
Outstanding at December 31, 2013
|
|
|
3,111,690
|
|
|
$
|
2.61
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
(168,366
|
)
|
|
|
1.96
|
|
Forfeited or expired
|
|
|
(130,910
|
)
|
|
|
2.75
|
|
Outstanding at March 31, 2014
|
|
|
2,812,414
|
|
|
$
|
3.00
|
|
Exercisable at March 31, 2014
|
|
|
2,812,414
|
|
|
$
|
3.00
|
|
Note 12—Transactions with Affiliates
Alonso Ancira serves on the Company’s Board of Directors as a non-employee director. Mr. Ancira also serves on the Board of Directors of Mexicans & Americans Thinking Together Foundation, Inc. (the "Organization"), is the Chairman of the Board of Directors of MATT Inc., a principal stockholder of the Company and is the Chairman of the Board of Directors of Altos Hornos de Mexico, S.A.B. de C.V. (“AHMSA”), which owns MATT Inc. The Company has participated in several significant transactions with MATT Inc., the Organization and AHMSA. See Note 7 – Long-term Debt, Note 10 – Stockholder’s Equity, and Note 11 – Warrants.
John Abbott, the Company's former Chief Executive Officer and Chairman of the Board, has been a financial advisor to AHMSA. In connection with providing these services, AHMSA has been paying Mr. Abbott $30,000 per month.