Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Entity Registrant Name | 'Global Telecom & Technology, Inc. | ' |
Entity Central Index Key | '0001315255 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'gtt | ' |
Entity Common Stock, Shares Outstanding | ' | 23,289,453 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $4,897 | $4,726 |
Accounts receivable, net of allowances of $1,093 and $748, respectively | 26,166 | 11,003 |
Deferred contract costs | 3,394 | 1,346 |
Prepaid expenses and other current assets | 1,518 | 1,877 |
Total current assets | 35,975 | 18,952 |
Property and equipment, net | 20,401 | 5,494 |
Intangible assets, net | 44,013 | 20,903 |
Other assets | 5,515 | 2,614 |
Goodwill | 74,604 | 49,793 |
Total assets | 180,508 | 97,756 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 26,732 | 12,857 |
Accrued expenses and other current liabilities | 27,544 | 13,301 |
Short-term debt | 6,521 | 7,848 |
Deferred revenue | 7,238 | 6,588 |
Total current liabilities | 68,035 | 40,594 |
Long-term debt | 82,905 | 34,981 |
Deferred revenue | 1,607 | 234 |
Other long-term liabilities | 17,181 | 4,908 |
Total liabilities | 169,728 | 80,717 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 22,983,331, and 19,129,765 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 2 | 2 |
Additional paid-in capital | 73,912 | 63,207 |
Accumulated deficit | -62,533 | -45,437 |
Accumulated other comprehensive loss | -601 | -733 |
Total stockholders' equity | 10,780 | 17,039 |
Total liabilities and stockholders' equity | $180,508 | $97,756 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts receivable, current (in dollars) | $1,093 | $748 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares, issued | 22,983,331 | 19,129,765 |
Common stock, shares, outstanding | 22,983,331 | 19,129,765 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ' | ' | ' | ' |
Telecommunications services sold | $45,106 | $28,412 | $111,267 | $80,293 |
Operating expenses: | ' | ' | ' | ' |
Cost of telecommunications services provided | 29,538 | 19,982 | 73,421 | 56,491 |
Selling, general and administrative expense | 8,391 | 4,871 | 22,409 | 14,558 |
Restructuring costs, employee termination and other items | 0 | 0 | 7,677 | 701 |
Depreciation and amortization | 5,157 | 2,202 | 11,902 | 4,930 |
Total operating expenses | 43,086 | 27,055 | 115,409 | 76,680 |
Operating (loss) income | 2,020 | 1,357 | -4,142 | 3,613 |
Other expense: | ' | ' | ' | ' |
Interest expense, net | -2,445 | -1,336 | -5,624 | -3,341 |
Debt extinguishment loss | 0 | 0 | -706 | 0 |
Other expense, net | -3,449 | -300 | -6,187 | -1,040 |
Total other expense | -5,894 | -1,636 | -12,517 | -4,381 |
Loss before income taxes | -3,874 | -279 | -16,659 | -768 |
Provision for income taxes | 416 | 219 | 437 | 479 |
Net loss | ($4,290) | ($498) | ($17,096) | ($1,247) |
Loss per share: | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.19) | ($0.03) | ($0.79) | ($0.07) |
Diluted (in dollars per share) | ($0.19) | ($0.03) | ($0.79) | ($0.07) |
Weighted average shares: | ' | ' | ' | ' |
Basic (in shares) | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
Diluted (in shares) | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net loss | ($4,290) | ($498) | ($17,096) | ($1,247) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Change in accumulated foreign currency translation income (loss) | 262 | -66 | 132 | -209 |
Comprehensive loss | ($4,028) | ($564) | ($16,964) | ($1,456) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $17,039 | $2 | $63,207 | ($45,437) | ($733) |
Balance (in shares) at Dec. 31, 2012 | ' | 19,129,765 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Share-based compensation for options issued | 255 | ' | 255 | ' | ' |
Share-based compensation for restricted stock issued | 638 | ' | 638 | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | ' | -26,361 | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | -117 | ' | -117 | ' | ' |
Share-based compensation for restricted stock issued (in shares) | ' | 712,476 | ' | ' | ' |
Shares issued in connection with nLayer earn-out | 123 | ' | 123 | ' | ' |
Shares issued in connection with nLayer earnout (in shares) | ' | 50,000 | ' | ' | ' |
Stock issued in private offering | 6,182 | ' | 6,182 | ' | ' |
Stock issued in private offering (in shares) | ' | 2,060,595 | ' | ' | ' |
Stock options exercised | 38 | ' | 38 | ' | ' |
Stock options exercised (in shares) | ' | 74,500 | ' | ' | ' |
Stock issued on debt extinguishment | 3,586 | ' | 3,586 | ' | ' |
Stock issued on debt extinguishment (in shares) | ' | 982,356 | ' | ' | ' |
Net loss | -17,096 | ' | ' | -17,096 | ' |
Change in accumulated foreign currency translation loss | 132 | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | $10,780 | $2 | $73,912 | ($62,533) | ($601) |
Balance (in shares) at Sep. 30, 2013 | ' | 22,983,331 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($17,096) | ($1,247) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 11,902 | 4,930 |
Shared-based compensation | 893 | 441 |
Debt discount amortization | 420 | 219 |
Change in fair value of warrant liability | 4,548 | 1,042 |
Loss on debt extinguishment | 706 | 0 |
Change in fair value of nLayer earn-out | 1,300 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable, net | -3,425 | 348 |
Deferred contract costs | -2,049 | 175 |
Prepaid expenses and other current assets | 6,596 | 1,054 |
Other assets | -2,358 | -631 |
Accounts payable | 7,089 | -2,210 |
Accrued expenses and other current liabilities | -7,262 | -2,206 |
Deferred revenue and other long-term liabilities | -328 | 237 |
Net cash provided by operating activities | 936 | 2,152 |
Cash flows from investing activities: | ' | ' |
Acquisition of businesses, net of cash acquired | -51,884 | -13,493 |
Purchase of customer list | -1,502 | -1,723 |
Purchases of property and equipment | -2,328 | -1,685 |
Net cash used in investing activities | -55,714 | -16,901 |
Cash flows from financing activities: | ' | ' |
Principal payments on promissory note | -237 | -472 |
Borrowing from (repayment of) line of credit, net | 3,000 | -1,600 |
Repayment of term loan | -26,919 | -2,250 |
Issuance of term loan | 65,794 | 14,500 |
Issuance of mezzanine debt, net of discount | 7,151 | 5,436 |
Payment of subordinate notes payable | -63 | -105 |
Forfeiture of stock in lieu of cash tax payment | -117 | 0 |
Exercise of stock options | 38 | 3 |
Stock issued in private offering | 6,182 | 0 |
Net cash provided by financing activities | 54,829 | 15,512 |
Effect of exchange rate changes on cash | 120 | 249 |
Net increase in cash and cash equivalents | 171 | 1,012 |
Cash and cash equivalents at beginning of period | 4,726 | 3,249 |
Cash and cash equivalents at end of period | 4,897 | 4,261 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 4,824 | 3,595 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Fair value of Tinet net assets acquired (Note 3) | 59,925 | 0 |
Exchange of subordinated notes for equity | 2,880 | 0 |
Measurement period adjustment related to PacketExchange acquisition | 0 | 744 |
Adjustment related to August 2010 sales novations | 0 | 2,885 |
Shares issued in connection with nLayer earn-out | $123 | $0 |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND BUSINESS | ' |
ORGANIZATION AND BUSINESS | |
Organization and Business | |
Global Telecom & Technology, Inc. (“GTT” or the “Company”) is a Delaware corporation which was incorporated on January 3, 2005. GTT operates a global Tier 1 IP network with one of the most interconnected Ethernet service platforms around the world. We provide highly reliable, scalable and secure cloud networking services. Our clients trust us to deliver solutions with simplicity, speed, and agility. | |
Unaudited Interim Financial Statements | |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed on March 19, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to prevent the information from being misleading. The condensed consolidated financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position and the results of operations. The operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year 2013 or for any other interim period. The December 31, 2012 condensed consolidated balance sheet has been derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. | |
There have been no changes in the Company’s significant accounting policies as of September 30, 2013 as compared to the significant accounting policies disclosed in Note 2, “Significant Accounting Policies” in the 2012 Annual Report on Form 10-K. | |
Use of Estimates and Assumptions | |
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain 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 expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates. | |
Accounting for Derivative Instruments | |
The Company accounts for derivative instruments in accordance with the Accounting Standards Codification ("ASC") 815, Derivatives and Hedging, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts. The Company also considers the ASC 815 Subtopic 40, Contracts in Entity’s Own Equity, which provides criteria for determining whether freestanding contracts that are settled in a company’s own stock, including common stock warrants, should be designated as either an equity instrument, an asset or as a liability. | |
The Company also considers in ASC 815, the guidance for determining whether an equity-linked financial instrument (or embedded feature) issued by an entity is indexed to the entity’s stock, and therefore, qualifying for the first part of the scope exception in paragraph 15-74 of ASC 718, Compensation—Stock Compensation. During the quarter ended June 30, 2013, the Company issued $1.3 million in additional warrants, which is further disclosed in Note 7. During the nine months ended September 30, 2013, the warrant liability was marked to market which resulted in a loss of $4.5 million. The warrant liability was $8.2 million and $2.3 million as of September 30, 2013 and December 31, 2012, respectively, which is included in other long-term liabilities. | |
Comprehensive Loss | |
Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are included in comprehensive loss, but that are excluded from net loss. Specifically, foreign currency translation adjustments are included in comprehensive loss and accumulated other comprehensive loss. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | |
There are no recent accounting pronouncements that are expected to have a material effect on the Company’s financial statements. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
ACQUISITIONS | ' | ||||||||||||||||
ACQUISITIONS | |||||||||||||||||
IDC | |||||||||||||||||
On February 1, 2013, the Company entered into a stock purchase agreement with IDC Global Incorporated (“IDC”), a privately held company in Chicago. IDC owns and operates two data co-location facilities and its own metro optical fiber network in Chicago. The two data facilities fiber connects to 350 East Cermak, which is the largest multi-story data center property in the world. IDC provides cloud networking, co-location, and managed cloud services to nearly 100 clients with a focus on providing multi-location enterprises with a complete portfolio of cloud infrastructure services. | |||||||||||||||||
Pursuant to the agreement, the Company acquired 100% of the issued and outstanding shares of capital stock of IDC for an aggregate purchase price of $4.6 million, which amount is subject to adjustment to the extent that IDC’s net working capital as of the closing of the transaction is determined to be greater or less than the estimated net working capital as of such date provided by IDC. | |||||||||||||||||
The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of IDC has been preliminarily allocated to IDC’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, February 1, 2013. The Company estimated the fair value of IDC’s assets and liabilities based on discussions with IDC’s management, due diligence and information presented in financial statements. As part of the purchase agreement, the Company may elect to treat this acquisition as an asset purchase for tax purposes. If the Company makes such an election, there will be additional purchase price paid to the sellers, which could result in reallocation of the purchase price. The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value: | |||||||||||||||||
Amounts in | |||||||||||||||||
thousands | |||||||||||||||||
Purchase Price: | |||||||||||||||||
Cash consideration paid | $ | 3,593 | |||||||||||||||
Fair value of liabilities assumed | 1,338 | ||||||||||||||||
Total consideration | $ | 4,931 | |||||||||||||||
Purchase Price Allocation: | |||||||||||||||||
Acquired Assets | |||||||||||||||||
Current assets | $ | 187 | |||||||||||||||
Property and equipment | 798 | ||||||||||||||||
Other assets | 82 | ||||||||||||||||
Intangible assets | 3,100 | ||||||||||||||||
Total fair value of assets acquired | 4,167 | ||||||||||||||||
Goodwill | 764 | ||||||||||||||||
Total consideration | $ | 4,931 | |||||||||||||||
Tinet | |||||||||||||||||
On April 30, 2013, the Company acquired from Neutral Tandem, Inc. (doing business as Inteliquent) all of the equity interests (the “Interests”) in NT Network Services, LLC and NT Network Services, LLC SCS (collectively, “Tinet”), which, together with the subsidiaries of such companies, comprise the data transport business of Inteliquent. The acquisition was pursuant to an equity purchase agreement between the Company and Inteliquent on April 30, 2013. | |||||||||||||||||
Pursuant to the agreement, the Company paid Inteliquent an aggregate purchase price of $52.5 million for the Interests, in cash, subject to a net working capital adjustment and an adjustment based on the cash and cash equivalents and amount of indebtedness of Tinet immediately prior to the acquisition. In addition, the Company will provide certain services to Inteliquent without charge for up to three years after the closing. These services are provided under a separate service agreement that is valued at $2.0 million. | |||||||||||||||||
To fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster Bank, N.A. (“Webster”), on April 30, 2013. The Company entered into a credit agreement with Webster that, among other matters, provided for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million. The financing is described in detail in Note 7. | |||||||||||||||||
The Company accounted for the acquisition using the acquisition method of accounting with GTT treated as the acquiring entity. Accordingly, consideration paid by the Company to complete the acquisition of the Tinet has been preliminarily allocated to Tinet's assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition, April 30, 2013. The Company estimated the fair value of the acquired companies assets and liabilities based on discussions with management, due diligence and information presented in financial statements. | |||||||||||||||||
The recorded amounts for acquired assets and liabilities assumed are provisional and subject to change. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis. In accordance with US GAAP, the Company expects to finalize these amounts before April 30, 2014. The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value: | |||||||||||||||||
Amounts in | |||||||||||||||||
thousands | |||||||||||||||||
Purchase Price: | |||||||||||||||||
Cash consideration paid | $ | 49,158 | |||||||||||||||
Liabilities assumed | |||||||||||||||||
Accounts payable | 4,179 | ||||||||||||||||
Accrued expenses and other current liabilities | 20,607 | ||||||||||||||||
Deferred revenue | 2,443 | ||||||||||||||||
Other long-term liabilities | 7,585 | ||||||||||||||||
Total fair value of liabilities assumed | 34,814 | ||||||||||||||||
Total consideration | $ | 83,972 | |||||||||||||||
Purchase Price Allocation: | |||||||||||||||||
Acquired assets | |||||||||||||||||
Accounts receivable | $ | 11,601 | |||||||||||||||
Prepaid expenses | 1,137 | ||||||||||||||||
Other current assets | 5,101 | ||||||||||||||||
Property and equipment | 15,004 | ||||||||||||||||
Other assets | 1,282 | ||||||||||||||||
Intangible assets | 25,800 | ||||||||||||||||
Total fair value of assets acquired | 59,925 | ||||||||||||||||
Goodwill | 24,047 | ||||||||||||||||
Total consideration | $ | 83,972 | |||||||||||||||
Intangible assets acquired include $25.0 million related to customer relationships with a weighted-average useful life of 5 years and $0.8 million related to the trade name. Customer relationships are amortized on a straight-line basis based on the expected period of benefit. The trade name is assessed as an indefinite-lived asset and is not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. | |||||||||||||||||
Amortization expense of $2.1 million has been recorded for the nine months ended September 30, 2013. Estimated amortization expense related to customer relationships created as a result of the Tinet acquisition for each of the years subsequent to September 30, 2013, is as follows (amounts in thousands): | |||||||||||||||||
2013 remaining | $ | 1,250 | |||||||||||||||
2014 | 5,000 | ||||||||||||||||
2015 | 5,000 | ||||||||||||||||
2016 | 5,000 | ||||||||||||||||
2017 | 5,000 | ||||||||||||||||
Thereafter | 1,667 | ||||||||||||||||
Total | $ | 22,917 | |||||||||||||||
Goodwill in the amount of $24.0 million was recorded as a result of the acquisition of Tinet. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. | |||||||||||||||||
The following schedule presents unaudited consolidated pro forma results of operations as if the Tinet acquisition had occurred on January 1, 2012. This information does not purport to be indicative of the actual results that would have occurred if the Tinet acquisition had actually been completed January 1, 2012, nor is it necessarily indicative of the future operating results or the financial position of the combined company. The unaudited pro forma results of operations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Amounts in thousands, except per share and share data | |||||||||||||||||
Revenue | $ | 45,106 | $ | 44,980 | $ | 136,753 | $ | 131,442 | |||||||||
Net loss | $ | (4,290 | ) | $ | (3,628 | ) | $ | (14,838 | ) | $ | (5,974 | ) | |||||
Net loss per share: | |||||||||||||||||
Basic | $ | (0.19 | ) | $ | (0.19 | ) | $ | (0.69 | ) | $ | (0.32 | ) | |||||
Diluted | $ | (0.19 | ) | $ | (0.19 | ) | $ | (0.69 | ) | $ | (0.32 | ) | |||||
Basic | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | |||||||||||||
Diluted | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | |||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||
During the third quarter of 2013, the Company completed its annual goodwill impairment testing in accordance with ASC Topic 350, Intangibles—Goodwill and Other. After performing the qualitative assessment, the Company determined that it is more likely than not that the fair value of the reporting unit is greater than its carrying amount; therefore, the first and second steps of the goodwill impairment test are unnecessary and concluded that no impairment existed. | ||||||||||||||
The Company recorded goodwill in the amount of $0.8 million during the quarter ended March 31, 2013 in connection with the IDC acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $3.1 million of the IDC purchase price was allocated to intangible assets related to customer relationships which are subject to straight-line amortization. | ||||||||||||||
The Company entered into a sales novation agreement during the quarter ended March 31, 2013, which assigned and transferred to the Company certain service level agreements and all rights under those agreements, as well as certain supply agreements and obligations thereunder. The Company valued the customer relationships from the novation and recorded $1.5 million in intangible assets. | ||||||||||||||
During the quarter ended June 30, 2013, the Company recorded goodwill in the amount of $24.0 million in connection with the Tinet acquisition and in accordance with ASC Topic 350, Intangibles—Goodwill and Other. Additionally, $25.0 million of the Tinet purchase price was allocated to intangible assets related to customer relationships and $0.8 million to the trade name. | ||||||||||||||
In accordance with US GAAP, goodwill and intangible assets with indefinite lives are not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. Acquired trade names are assessed as indefinite lived assets because there is no foreseeable limit on the period of time over which they are expected to contribute cash flows. | ||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (amounts in thousands): | ||||||||||||||
Balance, December 31, 2012 | $ | 49,793 | ||||||||||||
Goodwill associated with the IDC acquisition | 764 | |||||||||||||
Goodwill associated with the Tinet acquisition | 24,047 | |||||||||||||
Balance, September 30, 2013 | $ | 74,604 | ||||||||||||
The following table summarizes the Company’s intangible assets as of September 30, 2013 and December 31, 2012 (amounts in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 56,071 | $ | 13,384 | $ | 42,687 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Noncompete agreements | 3-5 years | 4,331 | 3,830 | 501 | ||||||||||
Software | 7 years | 4,935 | 4,910 | 25 | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 66,288 | $ | 22,275 | $ | 44,013 | |||||||||
December 31, 2012 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 4-7 years | $ | 26,471 | $ | 6,802 | $ | 19,669 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Noncompete agreements | 4-5 years | 4,331 | 3,593 | 738 | ||||||||||
Software | 7 years | 4,935 | 4,439 | 496 | ||||||||||
$ | 35,888 | $ | 14,985 | $ | 20,903 | |||||||||
Amortization expense was $3.0 million and $1.5 million for the three months ended September 30, 2013 and 2012, respectively. Amortization expense was $7.3 million and $3.3 million for the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
Estimated amortization expense related to intangible assets subject to amortization at September 30, 2013 in each of the years subsequent to September 30, 2013 is as follows (amounts in thousands): | ||||||||||||||
2013 remaining | $ | 2,893 | ||||||||||||
2014 | 11,375 | |||||||||||||
2015 | 10,031 | |||||||||||||
2016 | 9,121 | |||||||||||||
2017 | 7,546 | |||||||||||||
Thereafter | 2,247 | |||||||||||||
Total | $ | 43,213 | ||||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||
The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements, as it relates to financial assets and financial liabilities. ASC 820 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America and expands disclosures about fair value measurements. ASC 820 applies under other previously issued accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. | ||||||||||||||||
ASC 820 defines fair value as the price 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. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). | ||||||||||||||||
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described as follows: | ||||||||||||||||
• | Level 1- Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. | |||||||||||||||
• | Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include 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; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |||||||||||||||
• | Level 3- Inputs that are unobservable for the asset or liability. | |||||||||||||||
The following section describes the valuation methodologies that we used to measure financial instruments at fair value. | ||||||||||||||||
The Company considers the valuation of its warrant liability as a Level 3 liability based on unobservable inputs. The Company uses the Black-Scholes pricing model to measure the fair value of the warrant liability. The model required the input of highly subjective assumptions including volatility of 63%, expected term of 3 years, risk-free interest rate of 0% and a dividend yield of 0%. | ||||||||||||||||
The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2013 (amounts in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 8,185 | $ | 8,185 | ||||||||
Rollforward of Level 3 liabilities are as follows (amounts in thousands): | ||||||||||||||||
Balance, December 31, 2012 | $ | 2,288 | ||||||||||||||
Issuance of warrants | 1,349 | |||||||||||||||
Change in fair value of warrant liability | 4,548 | |||||||||||||||
Balance, September 30, 2013 | $ | 8,185 | ||||||||||||||
The carrying amounts of cash equivalents, receivables, accounts payable, and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The fair value of notes payable is determined using current applicable rates for similar instruments as of the balance sheet date and approximates the carrying value of such debt. | ||||||||||||||||
Assets and liabilities measured at a fair value on a non-recurring basis include goodwill, tangible assets, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are remeasured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (level 3). There were no impairments recorded during the nine months ended September 30, 2013 |
EMPLOYEE_SHAREBASED_COMPENSATI
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS | ' | |||||||||||
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS | ||||||||||||
The Company adopted its 2006 Employee, Director and Consultant Stock Plan (the “2006 Plan”) in October 2006. In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2006 Plan. The maximum number of shares issuable over the term of the 2006 Plan is limited to 3,500,000 shares. | ||||||||||||
The Company adopted its 2011 Employee, Director and Consultant Stock Plan (the “2011 Plan”) in June 2011. In addition to stock options, the Company may also grant restricted stock or other stock-based awards under the 2011 Plan. The maximum number of shares issuable over the term of the 2011 Plan is limited to 3,000,000 shares. The 2006 Plan will continue according to its terms. | ||||||||||||
The Plan permits the granting of stock options and restricted stock to employees (including employee directors and officers) and consultants of the Company, and non-employee directors of the Company. Options granted under the Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The options generally vest over four years with 25% of the option shares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. The Compensation committee of the Board of Directors, as administrator of the Plan, has the discretion to use a different vesting schedule. | ||||||||||||
Stock Options | ||||||||||||
The Company recognized compensation expense for stock options of approximately $103,000 and $47,000 for the three months ended September 30, 2013 and 2012, respectively, and approximately $254,000 and $151,000 for the nine months ended September 30, 2013 and 2012, respectively, related to stock options issued to employees and consultants, which is included in selling, general and administrative expense on the accompanying condensed consolidated statements of operations. The Company granted to employees 121,000 and 5,000 stock options with a total fair value of $301,000 and $7,000 during the three months ended September 30, 2013 and 2012, respectively. For the nine months ended September 30, 2013 and 2012, the Company granted to employees 472,000 and 461,000 stock options with a total fair value of $961,000 and $507,000, respectively. | ||||||||||||
Restricted Stock | ||||||||||||
During the three and nine months ended September 30, 2013, the Company granted to certain employees and members of its Board of Directors restricted stock. This includes shares issued to non-employee members of the Company’s Board of Directors who elected to be paid a portion of their annual fees in restricted stock. Total non-cash compensation expense is recorded in selling, general and administrative expenses. | ||||||||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three months ended September 30, 2013 | ||||||||||||
Restricted stock shares granted | 91 | 7 | 98 | |||||||||
Fair value of shares granted | $ | 392 | $ | 36 | $ | 428 | ||||||
Restricted stock compensation expense | $ | 258 | $ | 36 | $ | 294 | ||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Nine months ended September 30, 2013 | ||||||||||||
Restricted stock shares granted | 587 | 131 | 718 | |||||||||
Fair value of shares granted | $ | 2,037 | $ | 509 | $ | 2,546 | ||||||
Restricted stock compensation expense | $ | 507 | $ | 131 | $ | 638 | ||||||
DEBT
DEBT | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
DEBT | ' | |||||||||||||||||||||||||||
DEBT | ||||||||||||||||||||||||||||
The following summarizes the debt activity of the Company during the nine months ended September 30, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Total Debt | Webster Term Loan | Mezzanine Debt | SVB Term Loan | Line of Credit | Subordinated Notes | Promissory Note | ||||||||||||||||||||||
Debt obligation as of December 31, 2012 | $ | 42,829 | $ | — | $ | 15,481 | $ | 24,500 | $ | — | $ | 2,611 | $ | 237 | ||||||||||||||
Issuance, net of discount | 78,945 | 65,000 | 7,151 | 794 | 6,000 | — | — | |||||||||||||||||||||
Debt discount amortization | 420 | — | 397 | — | — | 23 | — | |||||||||||||||||||||
Payments | (30,219 | ) | (1,625 | ) | — | (25,294 | ) | (3,000 | ) | (63 | ) | (237 | ) | |||||||||||||||
Extinguishment of debt | (2,549 | ) | — | — | — | — | (2,549 | ) | — | |||||||||||||||||||
Debt obligation as of September 30, 2013 | $ | 89,426 | $ | 63,375 | $ | 23,029 | $ | — | $ | 3,000 | $ | 22 | $ | — | ||||||||||||||
Estimated annual commitments for debt maturities net of unamortized discounts are as follows at September 30, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Total Debt | ||||||||||||||||||||||||||||
2013 remaining | $ | 1,647 | ||||||||||||||||||||||||||
2014 | 6,500 | |||||||||||||||||||||||||||
2015 | 6,500 | |||||||||||||||||||||||||||
2016 | 74,779 | |||||||||||||||||||||||||||
Total | $ | 89,426 | ||||||||||||||||||||||||||
Senior Debt | ||||||||||||||||||||||||||||
On April 30, 2013, to fund the Company’s acquisition of Tinet, the Company arranged financing with a new senior lender, Webster. The Company entered into an agreement (the "Credit Agreement") with Webster that provided for a term loan in the aggregate principal amount of $65.0 million and a revolving line of credit in the aggregate principal amount of $5.0 million. | ||||||||||||||||||||||||||||
The term loan matures on March 31, 2016, unless, on or before December 31, 2015, the maturity date of the mezzanine facility has been extended to (or beyond) September 30, 2018, or repaid in full or refinanced with the written consent of the lenders holding more than 50% of the outstanding obligations (the “Required Lenders") and replaced with subordinated indebtedness having a maturity date acceptable to the Required Lenders, in which case the maturity date will automatically extend to April 30, 2018. | ||||||||||||||||||||||||||||
The Company will repay the Webster term loan in twenty (20) quarterly principal installments with each payment of principal being accompanied by a payment of accrued interest, beginning in September 2013. The interest rate applicable to the Credit Agreement is the higher of LIBOR or 1% plus a margin of 5.5%. As of September 30, 2013, the interest rate was 6.5%. | ||||||||||||||||||||||||||||
On April 30, 2013, the Company prepaid in full all indebtedness outstanding under its existing credit facilities with Silicon Valley Bank and terminated the collateral agreements related thereto, including under the syndicated credit agreement dated as of May 23, 2012, as amended, by and among the Company and certain of its United States subsidiaries, which consisted of approximately $26.0 million in principal and accrued and unpaid interest, and under the Amended and Restated Loan and Security Agreement dated as of June 29, 2011, as amended, by and among certain of the Company’s foreign subsidiaries, which consisted of approximately $1.5 million in principal and accrued and unpaid interest. | ||||||||||||||||||||||||||||
On July 11, 2013, the Company entered into an amendment to the Credit Agreement that increased the revolving line-of-credit from $5.0 million to $7.5 million. As part of the amendment, Webster and GTT achieved broader-based commitments, expanding the Credit Agreement to include, East West Bank, Fifth Third Bank, Brown Brothers Harriman and Co., BDCA Funding LLC, and Crescent Capital. The obligations of the Company under the Credit Agreement are secured by substantially all of the Company’s tangible and intangible assets. As of September 30, 2013, the Company is in compliance with the reporting and financial covenants stated in the Credit Agreement. | ||||||||||||||||||||||||||||
Mezzanine Debt | ||||||||||||||||||||||||||||
On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with the BIA Digital Partners SBIC II LP (“BIA”). The Purchase Agreement provided for a total commitment of $12.5 million, of which $7.5 million was immediately funded (the “BIA Notes”). The BIA Notes were issued at a discount to face value of $0.4 million and the discount is being amortized, into interest expense, over the life of the notes. The remaining $5.0 million of the committed financing was available to be called by the Company on or before August 11, 2011, subject to extension to December 31, 2011 at the sole option of BIA. On September 19, 2011, BIA agreed to extend the commitment period and funded the Company an additional $1.0 million. The additional funding was issued at a discount to face value of $45,000, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the notes. | ||||||||||||||||||||||||||||
On April 30, 2012, in connection with the nLayer acquisition, the Company entered into an amended and restated note purchase agreement (the "Amended Note Purchase Agreement") with BIA and Plexus Fund II, L.P. (“Plexus”) . The Amended Note Purchase Agreement provided for an increase in the total financing commitment by $8.0 million, of which $6.0 million was immediately funded (the "Plexus Notes"). The Company called on the remaining $2.0 million on December 31, 2012. The funding by Plexus was issued at a total discount to face value of $0.8 million, due to the warrants issued, and the discount is being amortized into interest expense over the life of the notes. | ||||||||||||||||||||||||||||
On April 30, 2013, the Company arranged financing through an increase in the Company’s existing mezzanine financing arrangement, in the form of a modification to its existing note purchase agreement (the “Second Amended Note Purchase Agreement”) with BIA and Plexus that expands the amount of borrowing under the Amended Note Purchase Agreement on April 30, 2012 and adds BNY Mellon-Alcentra Mezzanine III, L.P. (“Alcentra”) as a new note purchaser and lender thereunder (together with BIA and Plexus, the “Note Holders”). The Second Amended Note Purchase Agreement provides for a total financing commitment of $11.5 million, of which $8.5 million was immediately funded (the “BIA Notes” and together with the "Plexus Notes", the “Notes”). The remaining $3.0 million of the committed financing may be called by the Company, subject to certain conditions, on or before December 31, 2013. The additional funding was issued at a discount to face value of $1.3 million, due to the warrants issued, and the discount is being amortized, into interest expense, over the life of the Notes. | ||||||||||||||||||||||||||||
The Notes mature on June 6, 2016. The obligations evidenced by the Notes shall bear interest at a rate of 13.5% per annum, of which (i) at least 11.5% per annum shall be payable, in cash, monthly (“Cash Interest Portion”) and (ii) 2.0% per annum shall be, at the Company’s option, paid in cash or paid-in-kind. If the Company achieves certain performance criteria, the obligations evidenced by the Notes shall bear interest at a rate of 12.0% per annum, with a Cash Interest Portion of at least 11.0% per annum. | ||||||||||||||||||||||||||||
The obligations of the Company under the Second Amended Note Purchase Agreement are secured by a second lien on substantially all of Company’s tangible and intangible assets. Pursuant to a pledge agreement, dated June 6, 2011, by and between BIA and the Company, the obligations of the Company are also secured by a pledge in all of the equity interests of the Company in its respective United States subsidiaries and a pledge of 65% of the voting equity interests and all of the non-voting equity interests of the Company in its respective non-United States subsidiaries. | ||||||||||||||||||||||||||||
Concurrent with entering into the Second Amended Note Purchase Agreement, Webster and the Note Holders entered into an intercreditor and subordination agreement which governs, among other things, ranking and collateral access for the respective lenders. | ||||||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||||||
On June 6, 2011, pursuant to the Purchase Agreement, the Company issued to BIA a warrant to purchase from the Company 634,648 shares of the Company’s common stock, at an exercise price equal to $1.144 per share (as adjusted from time to time as provided in the Purchase Agreement). Upon the additional $1.0 million funding, the Company issued to BIA an additional warrant to purchase from the Company 63,225 shares of the Company’s common stock, at an exercise price equal to $1.181 per share. | ||||||||||||||||||||||||||||
On April 30, 2012, pursuant to the Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 535,135 shares of the Company’s common stock at an exercise price equal to $2.208 per share (as adjusted from time to time as provided in the warrant). On December 31, 2012, the Company issued to Plexus an additional warrant to purchase from the Company 178,378 shares of the Company’s common stock, at an exercise price equal to $2.542 per share (as adjusted from time to time as provided in the warrant). Upon a change of control (as defined in the Amended Note Purchase Agreement), the repayment of the Notes prior to the maturity date of the Notes, the occurrence of an event of default under the Notes or the maturity date of the Notes, the holder of the warrant shall have the option to require the Company to repurchase from the holder the warrant and any shares received upon exercise of the warrant and then held by the holder, which repurchase would be at a price equal to the greater of the closing price of the Company’s common stock on such date or a price determined by reference to the Company’s adjusted enterprise value on such date, in each case, with respect to any warrant, less the exercise price per share. | ||||||||||||||||||||||||||||
On April 30, 2013, pursuant to the Second Amended Note Purchase Agreement, the Company issued to Plexus a warrant to purchase from the Company 246,911 shares of the Company’s common stock, to BIA a warrant to purchase 356,649 shares of the Company’s common stock, and to Alcentra a warrant to purchase from the Company 329,214 shares of the Company’s common stock, each at an exercise price equal to $3.306 per share. | ||||||||||||||||||||||||||||
The Company evaluated the down round ratchet feature embedded in the warrants and after considering ASC 480, Distinguishing Liabilities from Equity, which establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity, and ASC 815, Derivatives and Hedging, the Company concluded the warrants should be treated as a derivative and recorded a liability for the original fair value amount of $2.6 million on the respective dates of issuance. During the nine months ended September 30, 2013, the warrant liability was marked to market which resulted in a loss of $4.5 million. The balance of the warrant liability was $8.2 million as of September 30, 2013, which is included in other long-term liabilities. | ||||||||||||||||||||||||||||
Subordinated Notes | ||||||||||||||||||||||||||||
On February 8, 2010, the Company completed a financing transaction in which it sold debt and common stock (“February 2010 Units”), resulting in $2.4 million of proceeds to the Company. The February 2010 Units consisted of $1.5 million in aggregated principal amount of the Company’s subordinated promissory notes due February 8, 2012, and $0.9 million of the Company’s common stock. The subordinated promissory notes were issued at a discount to face value of $0.2 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. In May 2011, $1.4 million of the February 2010 Units subordinated notes were amended to mature in four equal installments on March 31, June 30, September 30 and December 31, 2013. The remaining $0.1 million of the February 2010 Units subordinated notes were paid off in February 2012. | ||||||||||||||||||||||||||||
On December 31, 2010, the Company completed a financing transaction in which it sold debt and common stock (“December 2010 Units”), resulting in $2.2 million of proceeds to the Company. The December 2010 Units consisted of $1.1 million in aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013 and $1.1 million of the Company’s common stock. On February 16, 2011, the Company and the holders of the December 2010 Units amended the offering solely to increase the aggregate principal amount available for issuance, resulting in an additional $0.4 million of proceeds to the Company, consisting of $0.2 million in the aggregate principal amount of the Company’s subordinated promissory notes due December 31, 2013, and $0.2 million of the Company’s common stock. The subordinated promissory notes were issued at a discount to face value of $0.3 million and the discount is being amortized into interest expense over the life of the Notes. Interest on the subordinated promissory notes accrues at 10% per annum. All accrued interest as of December 31, 2012 was paid. | ||||||||||||||||||||||||||||
On March 28, 2013, the Company issued 2,259,617 shares of its common stock in a transaction exempt from registration under the Securities Act of 1933, as amended. The purchase price of the common stock in this private offering was $3.00 per share, representing a 15% discount to the average closing price of the common stock for the 30-day period preceding the closing of the offering. On April 30, 2013, the Company issued 783,334 shares of its common stock for a purchase price of $3.00 per share, representing the average closing price of the stock for that day. | ||||||||||||||||||||||||||||
Among the purchasers of the common stock in the private offering on March 28, 2013, were certain of the holders of subordinated promissory notes due 2013, who agreed to accept payment for the principal amount of their notes and the accrued but unpaid interest thereon in the form of common stock. Out of the $2.7 million aggregate principal amount of the Company’s subordinate promissory notes due 2013 outstanding before this private offering, the holders of $2.6 million in aggregate principal amount of the notes accepted common stock in the private offering in full satisfaction of their notes. The Company issued an aggregate of 982,356 shares of common stock to these investors, in payment of the principal amount of their notes and accrued but unpaid interest in the aggregate amount of $0.3 million. The remainder of the common stock issued in the private offering was paid for in cash. | ||||||||||||||||||||||||||||
As a result of the 15% discount to the average closing price of the common stock, GTT recorded a loss in the amount of $0.7 million on the 982,356 shares that were issued to extinguish the subordinate promissory notes. In accordance with ASC Section 470-50-40, Derecognition – General, these losses were included in debt extinguishment loss in the condensed consolidated statements of operations for the nine months ended September 30, 2013. | ||||||||||||||||||||||||||||
The shares of common stock sold in the private offering are restricted securities under the Securities Act of 1933. The Company entered into a Registration Rights Agreement with the purchasers of common stock in the private offering, pursuant to which the Company agreed to file with the Securities and Exchange Commission a registration statement related to the resale of such common stock by the investors. | ||||||||||||||||||||||||||||
The previous balance of the subordinate promissory notes of $2.7 million included $2.3 million due to a related party, Universal Telecommunications, Inc. H. Brian Thompson, the Company’s Executive Chairman of the Board of Directors, is also the head of Universal Telecommunications, Inc., his own private equity investment and advisory firm. Also, included in the previous balance was $0.2 million of the subordinated promissory notes held by officers and directors of the Company. | ||||||||||||||||||||||||||||
The remaining total subordinate promissory notes of $22,000 are included in short-term debt as of September 30, 2013. Accrued but unpaid interest was $2,000 as of September 30, 2013. | ||||||||||||||||||||||||||||
Promissory Note | ||||||||||||||||||||||||||||
As part of the June 2011 acquisition of PacketExchange, the Company assumed a promissory note of approximately $0.7 million. During the quarter ended March 31, 2013, the remaining balance of $0.2 million was paid. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
Income taxes are accounted for under the asset and liability method. 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 respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Valuation allowances are recorded against deferred tax assets when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. The scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies are evaluated in determining whether it is more likely than not that deferred tax assets will be realized. | |
The Company and certain of its subsidiaries file income tax returns in the U.S. Federal jurisdiction, various states and foreign jurisdictions. The Company’s foreign jurisdictions are primarily in Italy and the United Kingdom. | |
A valuation allowance has been recorded against the Company’s deferred tax assets to the extent those assets are not offset by deferred tax liabilities which have a structural certainty of reversal or those assets that cannot be realized against prior period taxable income. |
RESTRUCTURING_COSTS_EMPLOYEE_T
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS | ' | |||||||||||
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS | ||||||||||||
During the nine months ended September 30, 2013, the Company incurred costs associated with executing and closing the IDC and Tinet acquisition, including payroll and employee severance costs, professional fees, termination costs associated with network grooming, and travel expenses. During the nine months ended September 30, 2013, the Company incurred $7.7 million in costs associated with executing and closing the IDC and Tinet acquisition. | ||||||||||||
The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows for the nine months ended September 30, 2013 (amounts in thousands): | ||||||||||||
Charges Net | Cash | Total | ||||||||||
of Reversals | Payments | |||||||||||
Balance, December 31, 2012 | $ | — | $ | — | $ | — | ||||||
Employment costs | 4,600 | 4,532 | 68 | |||||||||
Professional fees | 1,565 | 1,157 | 408 | |||||||||
Integration expenses | 1,282 | 566 | 716 | |||||||||
Travel and other expenses | 230 | 220 | 10 | |||||||||
Balance, September 30, 2013 | $ | 7,677 | $ | 6,475 | $ | 1,202 | ||||||
LOSS_PER_SHARE
LOSS PER SHARE | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
LOSS PER SHARE | ' | |||||||||||||||
LOSS PER SHARE | ||||||||||||||||
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods with earnings and in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options and warrants. | ||||||||||||||||
The table below details the calculations of earnings per share (in thousands, except for share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator for basic and diluted EPS – loss available to common stockholders | $ | (4,290 | ) | $ | (498 | ) | $ | (17,096 | ) | $ | (1,247 | ) | ||||
Denominator for basic EPS – weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | ||||||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Denominator for diluted EPS – weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | ||||||||||||
Loss per share: basic | $ | (0.19 | ) | $ | (0.03 | ) | $ | (0.79 | ) | $ | (0.07 | ) | ||||
Loss per share: diluted | $ | (0.19 | ) | $ | (0.03 | ) | $ | (0.79 | ) | $ | (0.07 | ) | ||||
The table below details the anti-dilutive items that were excluded in the computation of earnings per share (amounts in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
BIA warrant | 1,055 | 698 | 1,055 | 698 | ||||||||||||
Plexus warrant | 960 | 535 | 960 | 535 | ||||||||||||
Alcentra warrant | 329 | — | 329 | — | ||||||||||||
Stock options | 1,711 | 1,354 | 1,711 | 1,354 | ||||||||||||
Totals | 4,055 | 2,587 | 4,055 | 2,587 | ||||||||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
SUBSEQUENT EVENT | |
On November 1, 2013, the Company amended the Second Amended Note Purchase Agreement with the Note Holders, to reduce the interest rate from 13.5% per annum to 11.0% per annum. The remaining $3.0 million of the committed financing was called by the Company. The Note Holders waived the Company’s requirement to issue additional warrants. |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||
Estimated amortization expense related to intangible assets subject to amortization at September 30, 2013 in each of the years subsequent to September 30, 2013 is as follows (amounts in thousands): | |||||||||||||||||
2013 remaining | $ | 2,893 | |||||||||||||||
2014 | 11,375 | ||||||||||||||||
2015 | 10,031 | ||||||||||||||||
2016 | 9,121 | ||||||||||||||||
2017 | 7,546 | ||||||||||||||||
Thereafter | 2,247 | ||||||||||||||||
Total | $ | 43,213 | |||||||||||||||
IDC [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ' | ||||||||||||||||
The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value: | |||||||||||||||||
Amounts in | |||||||||||||||||
thousands | |||||||||||||||||
Purchase Price: | |||||||||||||||||
Cash consideration paid | $ | 3,593 | |||||||||||||||
Fair value of liabilities assumed | 1,338 | ||||||||||||||||
Total consideration | $ | 4,931 | |||||||||||||||
Purchase Price Allocation: | |||||||||||||||||
Acquired Assets | |||||||||||||||||
Current assets | $ | 187 | |||||||||||||||
Property and equipment | 798 | ||||||||||||||||
Other assets | 82 | ||||||||||||||||
Intangible assets | 3,100 | ||||||||||||||||
Total fair value of assets acquired | 4,167 | ||||||||||||||||
Goodwill | 764 | ||||||||||||||||
Total consideration | $ | 4,931 | |||||||||||||||
Tinet [Member] | ' | ||||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ' | ||||||||||||||||
The following table summarizes the purchase price and the assets acquired and liabilities assumed as of the acquisition date at estimated fair value: | |||||||||||||||||
Amounts in | |||||||||||||||||
thousands | |||||||||||||||||
Purchase Price: | |||||||||||||||||
Cash consideration paid | $ | 49,158 | |||||||||||||||
Liabilities assumed | |||||||||||||||||
Accounts payable | 4,179 | ||||||||||||||||
Accrued expenses and other current liabilities | 20,607 | ||||||||||||||||
Deferred revenue | 2,443 | ||||||||||||||||
Other long-term liabilities | 7,585 | ||||||||||||||||
Total fair value of liabilities assumed | 34,814 | ||||||||||||||||
Total consideration | $ | 83,972 | |||||||||||||||
Purchase Price Allocation: | |||||||||||||||||
Acquired assets | |||||||||||||||||
Accounts receivable | $ | 11,601 | |||||||||||||||
Prepaid expenses | 1,137 | ||||||||||||||||
Other current assets | 5,101 | ||||||||||||||||
Property and equipment | 15,004 | ||||||||||||||||
Other assets | 1,282 | ||||||||||||||||
Intangible assets | 25,800 | ||||||||||||||||
Total fair value of assets acquired | 59,925 | ||||||||||||||||
Goodwill | 24,047 | ||||||||||||||||
Total consideration | $ | 83,972 | |||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||
Estimated amortization expense related to customer relationships created as a result of the Tinet acquisition for each of the years subsequent to September 30, 2013, is as follows (amounts in thousands): | |||||||||||||||||
2013 remaining | $ | 1,250 | |||||||||||||||
2014 | 5,000 | ||||||||||||||||
2015 | 5,000 | ||||||||||||||||
2016 | 5,000 | ||||||||||||||||
2017 | 5,000 | ||||||||||||||||
Thereafter | 1,667 | ||||||||||||||||
Total | $ | 22,917 | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
The unaudited pro forma results of operations do not reflect the cost of any integration activities or benefits that may result from synergies that may be derived from any integration activities. | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Amounts in thousands, except per share and share data | |||||||||||||||||
Revenue | $ | 45,106 | $ | 44,980 | $ | 136,753 | $ | 131,442 | |||||||||
Net loss | $ | (4,290 | ) | $ | (3,628 | ) | $ | (14,838 | ) | $ | (5,974 | ) | |||||
Net loss per share: | |||||||||||||||||
Basic | $ | (0.19 | ) | $ | (0.19 | ) | $ | (0.69 | ) | $ | (0.32 | ) | |||||
Diluted | $ | (0.19 | ) | $ | (0.19 | ) | $ | (0.69 | ) | $ | (0.32 | ) | |||||
Basic | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | |||||||||||||
Diluted | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | |||||||||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013 are as follows (amounts in thousands): | ||||||||||||||
Balance, December 31, 2012 | $ | 49,793 | ||||||||||||
Goodwill associated with the IDC acquisition | 764 | |||||||||||||
Goodwill associated with the Tinet acquisition | 24,047 | |||||||||||||
Balance, September 30, 2013 | $ | 74,604 | ||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||
The following table summarizes the Company’s intangible assets as of September 30, 2013 and December 31, 2012 (amounts in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 56,071 | $ | 13,384 | $ | 42,687 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Noncompete agreements | 3-5 years | 4,331 | 3,830 | 501 | ||||||||||
Software | 7 years | 4,935 | 4,910 | 25 | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 66,288 | $ | 22,275 | $ | 44,013 | |||||||||
December 31, 2012 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 4-7 years | $ | 26,471 | $ | 6,802 | $ | 19,669 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Noncompete agreements | 4-5 years | 4,331 | 3,593 | 738 | ||||||||||
Software | 7 years | 4,935 | 4,439 | 496 | ||||||||||
$ | 35,888 | $ | 14,985 | $ | 20,903 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||
Estimated amortization expense related to intangible assets subject to amortization at September 30, 2013 in each of the years subsequent to September 30, 2013 is as follows (amounts in thousands): | ||||||||||||||
2013 remaining | $ | 2,893 | ||||||||||||
2014 | 11,375 | |||||||||||||
2015 | 10,031 | |||||||||||||
2016 | 9,121 | |||||||||||||
2017 | 7,546 | |||||||||||||
Thereafter | 2,247 | |||||||||||||
Total | $ | 43,213 | ||||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | ' | |||||||||||||||
The following table presents the liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of September 30, 2013 (amounts in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 8,185 | $ | 8,185 | ||||||||
Fair Value Liabilities Roll Forward [Table Text Block] | ' | |||||||||||||||
Rollforward of Level 3 liabilities are as follows (amounts in thousands): | ||||||||||||||||
Balance, December 31, 2012 | $ | 2,288 | ||||||||||||||
Issuance of warrants | 1,349 | |||||||||||||||
Change in fair value of warrant liability | 4,548 | |||||||||||||||
Balance, September 30, 2013 | $ | 8,185 | ||||||||||||||
EMPLOYEE_SHAREBASED_COMPENSATI1
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||
Total non-cash compensation expense is recorded in selling, general and administrative expenses. | ||||||||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three months ended September 30, 2013 | ||||||||||||
Restricted stock shares granted | 91 | 7 | 98 | |||||||||
Fair value of shares granted | $ | 392 | $ | 36 | $ | 428 | ||||||
Restricted stock compensation expense | $ | 258 | $ | 36 | $ | 294 | ||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Nine months ended September 30, 2013 | ||||||||||||
Restricted stock shares granted | 587 | 131 | 718 | |||||||||
Fair value of shares granted | $ | 2,037 | $ | 509 | $ | 2,546 | ||||||
Restricted stock compensation expense | $ | 507 | $ | 131 | $ | 638 | ||||||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||||||||||||||||||||
The following summarizes the debt activity of the Company during the nine months ended September 30, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Total Debt | Webster Term Loan | Mezzanine Debt | SVB Term Loan | Line of Credit | Subordinated Notes | Promissory Note | ||||||||||||||||||||||
Debt obligation as of December 31, 2012 | $ | 42,829 | $ | — | $ | 15,481 | $ | 24,500 | $ | — | $ | 2,611 | $ | 237 | ||||||||||||||
Issuance, net of discount | 78,945 | 65,000 | 7,151 | 794 | 6,000 | — | — | |||||||||||||||||||||
Debt discount amortization | 420 | — | 397 | — | — | 23 | — | |||||||||||||||||||||
Payments | (30,219 | ) | (1,625 | ) | — | (25,294 | ) | (3,000 | ) | (63 | ) | (237 | ) | |||||||||||||||
Extinguishment of debt | (2,549 | ) | — | — | — | — | (2,549 | ) | — | |||||||||||||||||||
Debt obligation as of September 30, 2013 | $ | 89,426 | $ | 63,375 | $ | 23,029 | $ | — | $ | 3,000 | $ | 22 | $ | — | ||||||||||||||
Schedule Of Estimated Annual Commitment For Debt Maturities [Table Text Block] | ' | |||||||||||||||||||||||||||
Estimated annual commitments for debt maturities net of unamortized discounts are as follows at September 30, 2013 (amounts in thousands): | ||||||||||||||||||||||||||||
Total Debt | ||||||||||||||||||||||||||||
2013 remaining | $ | 1,647 | ||||||||||||||||||||||||||
2014 | 6,500 | |||||||||||||||||||||||||||
2015 | 6,500 | |||||||||||||||||||||||||||
2016 | 74,779 | |||||||||||||||||||||||||||
Total | $ | 89,426 | ||||||||||||||||||||||||||
RESTRUCTURING_COSTS_EMPLOYEE_T1
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Schedule of Restructuring and Related Costs [Table Text Block] | ' | |||||||||||
The restructuring charges and accruals established by the Company, and activities related thereto, are summarized as follows for the nine months ended September 30, 2013 (amounts in thousands): | ||||||||||||
Charges Net | Cash | Total | ||||||||||
of Reversals | Payments | |||||||||||
Balance, December 31, 2012 | $ | — | $ | — | $ | — | ||||||
Employment costs | 4,600 | 4,532 | 68 | |||||||||
Professional fees | 1,565 | 1,157 | 408 | |||||||||
Integration expenses | 1,282 | 566 | 716 | |||||||||
Travel and other expenses | 230 | 220 | 10 | |||||||||
Balance, September 30, 2013 | $ | 7,677 | $ | 6,475 | $ | 1,202 | ||||||
LOSS_PER_SHARE_Tables
LOSS PER SHARE (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share Reconciliation [Table Text Block] | ' | |||||||||||||||
The table below details the calculations of earnings per share (in thousands, except for share amounts): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Numerator for basic and diluted EPS – loss available to common stockholders | $ | (4,290 | ) | $ | (498 | ) | $ | (17,096 | ) | $ | (1,247 | ) | ||||
Denominator for basic EPS – weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | ||||||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Denominator for diluted EPS – weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 | ||||||||||||
Loss per share: basic | $ | (0.19 | ) | $ | (0.03 | ) | $ | (0.79 | ) | $ | (0.07 | ) | ||||
Loss per share: diluted | $ | (0.19 | ) | $ | (0.03 | ) | $ | (0.79 | ) | $ | (0.07 | ) | ||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||||||||||
The table below details the anti-dilutive items that were excluded in the computation of earnings per share (amounts in thousands): | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
BIA warrant | 1,055 | 698 | 1,055 | 698 | ||||||||||||
Plexus warrant | 960 | 535 | 960 | 535 | ||||||||||||
Alcentra warrant | 329 | — | 329 | — | ||||||||||||
Stock options | 1,711 | 1,354 | 1,711 | 1,354 | ||||||||||||
Totals | 4,055 | 2,587 | 4,055 | 2,587 | ||||||||||||
ORGANIZATION_AND_BUSINESS_Deta
ORGANIZATION AND BUSINESS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Issuance of Stock and Warrants for Services or Claims | $1,300,000 | ' | ' |
Gain (Loss) On Mark To Market Warrant Liability | ' | -4,500,000 | ' |
Warrant Liability | ' | $8,185,000 | $2,288,000 |
ACQUISITIONS_Purchase_Price_De
ACQUISITIONS (Purchase Price) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 01, 2013 | Mar. 31, 2013 | Apr. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | IDC [Member] | IDC [Member] | Tinet [Member] | Tinet [Member] | ||
Purchase Price: | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | $3,593 | ' | $49,158 | ' |
Liabilities assumed | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | ' | 4,179 | ' |
Accrued expenses and other current liabilities | ' | ' | ' | ' | 20,607 | ' |
Deferred revenue | ' | ' | ' | ' | 2,443 | ' |
Other long-term liabilities | ' | ' | ' | ' | 7,585 | ' |
Total fair value of liabilities assumed | ' | ' | 1,338 | ' | 34,814 | ' |
Total consideration | ' | ' | 4,931 | ' | 83,972 | ' |
Acquired Assets | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 11,601 | ' |
Prepaid expenses | ' | ' | ' | ' | 1,137 | ' |
Other current assets | ' | ' | ' | ' | 5,101 | ' |
Current assets | ' | ' | 187 | ' | ' | ' |
Property and equipment | ' | ' | 798 | ' | 15,004 | ' |
Other assets | ' | ' | 82 | ' | 1,282 | ' |
Intangible assets | ' | ' | 3,100 | ' | 25,800 | ' |
Total fair value of assets acquired | ' | ' | 4,167 | ' | 59,925 | ' |
Goodwill | 74,604 | 49,793 | 764 | 800 | 24,047 | 24,000 |
Total consideration | ' | ' | $4,931 | ' | $83,972 | ' |
ACQUISITIONS_Estimated_Amortiz
ACQUISITIONS (Estimated Amortization Expense) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
2013 remaining | $2,893 | ' |
2014 | 11,375 | ' |
2015 | 10,031 | ' |
2016 | 9,121 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 7,546 | ' |
2017 and thereafter | 2,247 | ' |
Net Book Value | 43,213 | 20,903 |
Tinet [Member] | Customer Relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
2013 remaining | 1,250 | ' |
2014 | 5,000 | ' |
2015 | 5,000 | ' |
2016 | 5,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 5,000 | ' |
2017 and thereafter | 1,667 | ' |
Net Book Value | $22,917 | ' |
ACQUISITIONS_Pro_Forma_Results
ACQUISITIONS (Pro Forma Results) (Details) (Tinet [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Tinet [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Revenue | $45,106 | $44,980 | $136,753 | $131,442 |
Net loss | ($4,290) | ($3,628) | ($14,838) | ($5,974) |
Net loss per share, Basic (in dollars per share) | ($0.19) | ($0.19) | ($0.69) | ($0.32) |
Net loss per share, Diluted (in dollars per share) | ($0.19) | ($0.19) | ($0.69) | ($0.32) |
Weighted average shares outstanding, Basic (in shares) | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
Weighted average shares outstanding, Diluted (in shares) | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Jul. 11, 2013 | Feb. 01, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | |
Line of Credit [Member] | IDC [Member] | IDC [Member] | IDC [Member] | IDC [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | |||
Revolving Credit Facility [Member] | facility | Customer Relationships [Member] | Trade Names [Member] | Trade Names [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Webster Term Loan [Member] | Line of Credit [Member] | Inteliquent [Member] | |||||||
client | Revolving Credit Facility [Member] | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Facilities Acquired | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Clients Acquired | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage Of Voting Interests Acquired | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost Of Acquired Entity, Purchase Price | ' | ' | ' | ' | ' | $4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,500,000 |
Business Combination, Contingent Consideration, Term of Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Business Acquisition, Contingent Consideration, at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 |
Debt Instrument, Face Amount | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | 5,000,000 | ' |
Acquired Finite-lived Intangible Asset, Amount | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | 25,000,000 | 25,000,000 | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Acquired Indefinite-lived Intangible Asset, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 800,000 | ' | ' | ' | ' | ' |
Amortization of Acquired Intangible Assets | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $74,604,000 | $49,793,000 | ' | $764,000 | $800,000 | ' | ' | $24,000,000 | $24,047,000 | ' | ' | ' | ' | ' | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Feb. 01, 2013 | Sep. 30, 2013 | Apr. 30, 2013 |
In Thousands, unless otherwise specified | IDC [Member] | IDC [Member] | IDC [Member] | Tinet [Member] | Tinet [Member] | ||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | $74,604 | $49,793 | ' | $800 | $764 | ' | $24,047 |
Goodwill associated with acquisition | ' | ' | 764 | ' | ' | 24,047 | ' |
Ending balance | $74,604 | $49,793 | ' | $800 | $764 | $24,000 | $24,047 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Gross Asset Cost | ' | 35,888 |
Accumulated Amortization | 22,275 | 14,985 |
Net Book Value | 43,213 | 20,903 |
Gross Asset Cost | 66,288 | ' |
Net Book Value | 44,013 | 20,903 |
Trade Names [Member] | ' | ' |
Trade name (non-amortizing) | 800 | ' |
Accumulated Amortization | 0 | ' |
Customer Contracts [Member] | ' | ' |
Gross Asset Cost | 56,071 | 26,471 |
Accumulated Amortization | 13,384 | 6,802 |
Net Book Value | 42,687 | 19,669 |
Customer Contracts [Member] | Minimum [Member] | ' | ' |
Amortization Period | '3 years | '4 years |
Customer Contracts [Member] | Maximum [Member] | ' | ' |
Amortization Period | '7 years | '7 years |
Carrier Contracts [Member] | ' | ' |
Amortization Period | '1 year | '1 year |
Gross Asset Cost | 151 | 151 |
Accumulated Amortization | 151 | 151 |
Net Book Value | 0 | 0 |
Noncompete Agreements [Member] | ' | ' |
Gross Asset Cost | 4,331 | 4,331 |
Accumulated Amortization | 3,830 | 3,593 |
Net Book Value | 501 | 738 |
Noncompete Agreements [Member] | Minimum [Member] | ' | ' |
Amortization Period | '3 years | '4 years |
Noncompete Agreements [Member] | Maximum [Member] | ' | ' |
Amortization Period | '5 years | '5 years |
Software [Member] | ' | ' |
Amortization Period | '7 years | '7 years |
Gross Asset Cost | 4,935 | 4,935 |
Accumulated Amortization | 4,910 | 4,439 |
Net Book Value | 25 | 496 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2013 remaining | $2,893 | ' |
2014 | 11,375 | ' |
2015 | 10,031 | ' |
2016 | 9,121 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 7,546 | ' |
2017 | 2,247 | ' |
Net Book Value | $43,213 | $20,903 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Feb. 01, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Mar. 31, 2013 | |
IDC [Member] | IDC [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Tinet [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | ||||||
Trade Names [Member] | Trade Names [Member] | IDC [Member] | Tinet [Member] | Tinet [Member] | Novation Agreement [Member] | ||||||||||
Goodwill | $74,604,000 | ' | $74,604,000 | ' | $49,793,000 | $800,000 | $764,000 | $24,000,000 | $24,047,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Intangible Assets Other Than Goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | 25,000,000 | 25,000,000 | 1,500,000 |
Finite-Lived Intangible Assets, Amortization Method | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'straight-line | ' | ' | ' |
Acquired Indefinite-lived Intangible Asset, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | 800,000 | ' | ' | ' | ' |
Amortization Of Intangible Assets | $3,000,000 | $1,000,000 | $7,000,000 | $3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Warrant liability | $8,185 | $2,288 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | 0 | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities: | ' | ' |
Warrant liability | $8,185 | ' |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Beginning balance | $2,288 | ' |
Issuance of warrants | 1,349 | ' |
Change in fair value of warrant liability | 4,548 | 1,042 |
Ending balance | $8,185 | ' |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Assumptions, Expected Term, Simplified Method | 'Black-Scholes pricing model |
Fair Value Assumptions, Weighted Average Volatility Rate | 63.00% |
Fair Value Assumptions, Expected Term | '3 years |
Fair Value Assumptions, Risk Free Interest Rate | 0.00% |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
EMPLOYEE_SHAREBASED_COMPENSATI2
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Restricted stock shares granted | 98 | 718 |
Fair value of shares granted | $428 | $2,546 |
Restricted stock compensation expense | 294 | 638 |
Employee Stock Option [Member] | ' | ' |
Restricted stock shares granted | 91 | 587 |
Fair value of shares granted | 392 | 2,037 |
Restricted stock compensation expense | 258 | 507 |
Non Employee Member Of Board Of Directors [Member] | ' | ' |
Restricted stock shares granted | 7 | 131 |
Fair value of shares granted | 36 | 509 |
Restricted stock compensation expense | $36 | $131 |
EMPLOYEE_SHAREBASED_COMPENSATI3
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2006 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 |
Periodic Vesting [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Employee Director Consultant Stock Plan [Member] | Employee Director Consultant Stock Plan [Member] | Employee Director Consultant Stock Plan [Member] | Stock Option 25 [Member] | Stock Option 25 [Member] | Stock Option 75 [Member] | |||
Periodic Vesting [Member] | Periodic Vesting [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 3,500,000 | ' | ' | ' | ' |
Option Description | 'Options granted under the Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date and expire no later than ten years from the grant date. The options generally vest over four years with 25% of the option shares becoming exercisable one year from the date of grant and the remaining 75% annually or quarterly over the following three years. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Term of Award | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Annual Vesting Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Awards Vesting After Initial Year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75.00% |
Share-Based Compensation | $893 | $441 | ' | $103 | $47 | $254 | $151 | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | ' | ' | ' | 121,000 | 5,000 | 472,000 | 461,000 | ' | ' | ' | ' | ' | ' |
Stock Options Granted Fair Value | ' | ' | ' | $301 | $7 | $961 | $507 | ' | ' | ' | ' | ' | ' |
DEBT_Details
DEBT (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Debt [Roll Forward] | ' | ' |
Beginning balance | $42,829 | ' |
Issuance | 78,945 | ' |
Debt discount amortization | 420 | 219 |
Payments | -30,219 | ' |
Extinguishment of debt | -2,549 | ' |
Ending balance | 89,426 | ' |
Webster Term Loan [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 0 | ' |
Issuance | 65,000 | ' |
Debt discount amortization | 0 | ' |
Payments | -1,625 | ' |
Extinguishment of debt | 0 | ' |
Ending balance | 63,375 | ' |
Mezzanine Debt [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 15,481 | ' |
Issuance | 7,151 | ' |
Debt discount amortization | 397 | ' |
Payments | 0 | ' |
Extinguishment of debt | 0 | ' |
Ending balance | 23,029 | ' |
SVB Term Loan [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 24,500 | ' |
Issuance | 794 | ' |
Debt discount amortization | 0 | ' |
Payments | -25,294 | ' |
Extinguishment of debt | 0 | ' |
Ending balance | 0 | ' |
Line of Credit [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 0 | ' |
Issuance | 6,000 | ' |
Debt discount amortization | 0 | ' |
Payments | -3,000 | ' |
Extinguishment of debt | 0 | ' |
Ending balance | 3,000 | ' |
Subordinated Notes [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 2,611 | ' |
Issuance | 0 | ' |
Debt discount amortization | 23 | ' |
Payments | -63 | ' |
Extinguishment of debt | -2,549 | ' |
Ending balance | 22 | ' |
Promissory Note [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 237 | ' |
Issuance | 0 | ' |
Debt discount amortization | 0 | ' |
Payments | -237 | ' |
Extinguishment of debt | 0 | ' |
Ending balance | $0 | ' |
DEBT_Details_1
DEBT (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2013 remaining | $1,647 | ' |
2014 | 6,500 | ' |
2015 | 6,500 | ' |
2016 | 74,779 | ' |
Debt and Capital Lease Obligations | $89,426 | $42,829 |
DEBT_Details_Textual
DEBT (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 30, 2013 | Mar. 28, 2013 | Apr. 30, 2013 | Jun. 30, 2011 | Jun. 06, 2011 | Apr. 30, 2013 | Apr. 30, 2012 | Dec. 31, 2012 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Sep. 19, 2011 | Jun. 06, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 06, 2011 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jul. 11, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Feb. 28, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | 31-May-11 | Feb. 28, 2011 | Feb. 08, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 06, 2011 | Sep. 30, 2013 | |
Private Offering [Member] | Private Offering [Member] | Bia Warrant [Member] | Bia Warrant [Member] | Bia Warrant [Member] | Plexus Warrant [Member] | Plexus Warrant [Member] | Plexus Warrant [Member] | BNY Warrant [Member] | Warrant [Member] | Warrant [Member] | Note [Member] | Note [Member] | Note [Member] | Note [Member] | Note [Member] | Note [Member] | Note [Member] | Note Immediately [Member] | Credit Agreement May 2012 [Member] | Amended and Restated Loan and Security Agreement June 2011 [Member] | Senior Debt [Member] | Senior Debt [Member] | Senior Debt [Member] | Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Term Loan [Member] | Term Loan [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Subordinated Promissory Notes Due December 31, 2013 [Member] | Subordinated Promissory Notes Due December 31, 2013 [Member] | Subordinated Promissory Note Included In Long Term Debt [Member] | |||||
Cash [Member] | Cash Or Payable In Kind [Member] | Performance Criteria [Member] | Performance Criteria Cash [Member] | Tinet [Member] | Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Note Immediately [Member] | Note Immediately [Member] | Related Party [Member] | Officers and Directors [Member] | ||||||||||||||||||||||||||||||||||||||||
Tinet [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,000,000 | ' | $7,500,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $700,000 | ' |
Debt Instrument, Portion of Outstanding Obligations Required for Replacement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate at Period End | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.50% | ' | ' | 11.50% | 2.00% | 12.00% | 11.00% | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of Debt, Amount | ' | ' | 2,549,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,000,000 | 1,500,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,549,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500,000 | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Discounted During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Remaining Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Borrower Additional Fund Value | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Borrower Additional Fund Discount Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Face Value To Be Called | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease) For Period, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Voting Equity Interest Pledge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 356,649 | 634,648 | ' | 246,911 | 535,135 | ' | 329,214 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Purchase Price Per Share | ' | ' | ' | ' | $3 | $3 | ' | ' | $1.14 | ' | $2.21 | ' | ' | ' | $3.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | ' | 63,225 | ' | ' | ' | 178,378 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock On Additional Purchase Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | $1.18 | ' | ' | $2.54 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liabilities | ' | 2,600,000 | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) On Mark To Market Warrant Liability | ' | ' | -4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Junior Subordinated Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | 1,100,000 | 1,400,000 | 200,000 | 1,500,000 | 2,300,000 | 200,000 | ' | ' | ' |
Common Stock Waived | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 900,000 | ' | ' | ' | ' | ' |
Subordinated Notes Discounted Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 200,000 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' |
Repayments Of Subordinated Short-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments Of Subordinated Debt | ' | ' | 63,000 | 105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | 200,000 | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 783,334 | 2,259,617 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 982,356 | ' | ' |
Common Stock Share Price, Discount Percentage | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Share Price, Average Price Measurement Period | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subordinated Promissory Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | 22,000 |
Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 2,000 |
Gains (Losses) On Extinguishment Of Debt | $0 | $0 | ($706,000) | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($700,000) | ' | ' |
RESTRUCTURING_COSTS_EMPLOYEE_T2
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Employment costs [Member] | Professional fees [Member] | Integration expenses [Member] | Travel and other expenses [Member] | Charges Net Of Reversals [Member] | Charges Net Of Reversals [Member] | Charges Net Of Reversals [Member] | Charges Net Of Reversals [Member] | Charges Net Of Reversals [Member] | Charges Net Of Reversals [Member] | Cash Payments [Member] | Cash Payments [Member] | Cash Payments [Member] | Cash Payments [Member] | Cash Payments [Member] | Cash Payments [Member] | ||
Employment costs [Member] | Professional fees [Member] | Integration expenses [Member] | Travel and other expenses [Member] | Employment costs [Member] | Professional fees [Member] | Integration expenses [Member] | Travel and other expenses [Member] | |||||||||||
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | $1,202 | $0 | ' | ' | ' | ' | $7,677 | $0 | ' | ' | ' | ' | $6,475 | $0 | ' | ' | ' | ' |
Restructuring charges | ' | ' | 68 | 408 | 716 | 10 | ' | ' | 4,600 | 1,565 | 1,282 | 230 | ' | ' | 4,532 | 1,157 | 566 | 220 |
Ending balance | $1,202 | $0 | ' | ' | ' | ' | $7,677 | $0 | ' | ' | ' | ' | $6,475 | $0 | ' | ' | ' | ' |
RESTRUCTURING_COSTS_EMPLOYEE_T3
RESTRUCTURING COSTS, EMPLOYEE TERMINATION AND OTHER ITEMS (Details Textual) (Idc and Tilnet Acquisitions [Member], USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Idc and Tilnet Acquisitions [Member] | ' |
Restructuring charges | $7,700 |
LOSS_PER_SHARE_Details
LOSS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Numerator for basic and diluted EPS b loss available to common stockholders | ($4,290) | ($498) | ($17,096) | ($1,247) |
Denominator for basic EPS b weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Denominator for diluted EPS b weighted average shares | 22,932,515 | 19,014,825 | 21,578,315 | 18,916,658 |
Loss per share: basic (in dollars per share) | ($0.19) | ($0.03) | ($0.79) | ($0.07) |
Loss per share: diluted (in dollars per share) | ($0.19) | ($0.03) | ($0.79) | ($0.07) |
LOSS_PER_SHARE_Details_1
LOSS PER SHARE (Details 1) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Totals | 4,055 | 2,587 | 4,055 | 2,587 |
Stock Options [Member] | ' | ' | ' | ' |
Totals | 1,711 | 1,354 | 1,711 | 1,354 |
Bia Warrant [Member] | ' | ' | ' | ' |
Totals | 1,055 | 698 | 1,055 | 698 |
Plexus Warrant [Member] | ' | ' | ' | ' |
Totals | 960 | 535 | 960 | 535 |
Alecentra Warrants [Member] | ' | ' | ' | ' |
Totals | 329 | 0 | 329 | 0 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | Oct. 31, 2013 | Sep. 30, 2013 | Oct. 31, 2013 |
In Millions, unless otherwise specified | Subsequent Event [Member] | Note [Member] | Note [Member] |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' |
Interest rate | ' | 13.50% | 11.00% |
Debt called | $3 | ' | ' |