Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 12, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'GTT Communications, 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 | ' | 28,735,387 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $22,538 | $5,785 |
Accounts receivable, net of allowances of $573 and $702, respectively | 25,813 | 22,305 |
Deferred contract costs | 2,743 | 1,975 |
Prepaid expenses and other current assets | 2,606 | 2,878 |
Total current assets | 53,700 | 32,943 |
Property and equipment, net | 17,359 | 20,450 |
Intangible assets, net | 40,893 | 43,618 |
Other assets | 7,903 | 7,726 |
Goodwill | 67,959 | 67,019 |
Total assets | 187,814 | 171,756 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 21,850 | 20,983 |
Accrued expenses and other current liabilities | 18,548 | 26,999 |
Short-term debt | 6,500 | 6,500 |
Deferred revenue | 7,357 | 6,797 |
Total current liabilities | 54,255 | 61,279 |
Long-term debt | 81,570 | 85,960 |
Deferred revenue | 1,233 | 1,480 |
Warrant liability | 18,844 | 12,295 |
Other long-term liabilities | 1,350 | 1,232 |
Total liabilities | 157,252 | 162,246 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 27,727,021, and 23,311,023 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 3 | 2 |
Additional paid-in capital | 105,501 | 76,014 |
Accumulated deficit | -74,914 | -66,226 |
Accumulated other comprehensive loss | -28 | -280 |
Total stockholders' equity | 30,562 | 9,510 |
Total liabilities and stockholders' equity | $187,814 | $171,756 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts receivable, current (in dollars) | $573 | $702 |
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 | 27,727,021 | 23,311,023 |
Common stock, shares, outstanding | 27,727,021 | 23,311,023 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Telecommunications services sold | $48,054 | $39,729 | $95,523 | $66,162 |
Operating expenses: | ' | ' | ' | ' |
Cost of telecommunications services provided | 29,454 | 26,226 | 59,342 | 43,883 |
Selling, general and administrative expense | 10,692 | 8,653 | 20,348 | 14,018 |
Restructuring costs, employee termination and other items | 0 | 7,435 | 0 | 7,677 |
Depreciation and amortization | 5,476 | 4,350 | 11,032 | 6,745 |
Total operating expenses | 45,622 | 46,664 | 90,722 | 72,323 |
Operating income (loss) | 2,432 | -6,935 | 4,801 | -6,161 |
Other income (expense): | ' | ' | ' | ' |
Interest expense, net | -2,584 | -1,873 | -4,994 | -3,179 |
Loss on debt extinguishment | 0 | 0 | 0 | -706 |
Other income (expense), net | 589 | -1,647 | -8,289 | -2,739 |
Total other expense, net | -1,995 | -3,520 | -13,283 | -6,624 |
Income (loss) before income taxes | 437 | -10,455 | -8,482 | -12,785 |
(Benefit of) provision for income taxes | -539 | -170 | 206 | 21 |
Net income (loss) | $976 | ($10,285) | ($8,688) | ($12,806) |
Earnings (loss) per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.04 | ($0.46) | ($0.35) | ($0.61) |
Diluted (in dollars per share) | $0.04 | ($0.46) | ($0.35) | ($0.61) |
Weighted average shares: | ' | ' | ' | ' |
Basic (in shares) | 25,635,607 | 22,495,071 | 24,556,245 | 20,889,992 |
Diluted (in shares) | 27,481,607 | 22,495,071 | 24,556,245 | 20,889,992 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $976 | ($10,285) | ($8,688) | ($12,806) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation | 300 | -106 | 252 | -130 |
Comprehensive income (loss) | $1,276 | ($10,391) | ($8,436) | ($12,936) |
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, 2013 | $9,510 | $2 | $76,014 | ($66,226) | ($280) |
Balance (in shares) at Dec. 31, 2013 | ' | 23,311,023 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Share-based compensation for options issued | 411 | ' | ' | ' | ' |
Share-based compensation for restricted stock issued | 734 | ' | 734 | ' | ' |
Share-based compensation for restricted stock issued (in shares) | ' | 281,183 | ' | ' | ' |
Tax withholding related to the vesting of restricted stock units | -1,132 | ' | -1,132 | ' | ' |
Tax withholding related to the vesting of restricted stock units (in shares) | ' | -107,996 | ' | ' | ' |
Shares issued in connection with acquisition earn-out | 3,704 | ' | 3,704 | ' | ' |
Shares issued in connection with acquisition earn-out (in shares) | ' | 306,122 | ' | ' | ' |
Stock issued in offering, net of offering costs | 25,010 | 1 | 25,009 | ' | ' |
Stock issued in offering, net of offering costs (in shares) | ' | 3,450,000 | ' | ' | ' |
Stock options exercised | 761 | ' | 761 | ' | ' |
Stock options exercised (in shares) | ' | 486,689 | ' | ' | ' |
Net loss | -8,688 | ' | ' | -8,688 | ' |
Foreign currency translation | 252 | ' | ' | ' | ' |
Balance at Jun. 30, 2014 | 30,562 | 3 | 105,501 | -74,914 | -28 |
Balance (in shares) at Jun. 30, 2014 | ' | 27,727,021 | ' | ' | ' |
Balance at Mar. 31, 2014 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Share-based compensation for options issued | ' | ' | 411 | ' | ' |
Share-based compensation for restricted stock issued | 396 | ' | ' | ' | ' |
Net loss | 976 | ' | ' | ' | ' |
Foreign currency translation | 300 | ' | ' | ' | ' |
Balance at Jun. 30, 2014 | $30,562 | ' | $105,501 | ' | ($28) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($8,688) | ($12,806) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 11,032 | 6,745 |
Share-based compensation | 1,145 | 445 |
Debt discount amortization | 360 | 240 |
Change in fair value of warrant liability | 6,549 | 2,559 |
Loss on debt extinguishment | 0 | 706 |
Change in fair value of acquisition earn-out | 1,554 | 0 |
Changes in operating assets and liabilities, net of acquisitions: | ' | ' |
Accounts receivable, net | -3,207 | -1,241 |
Deferred contract costs | -787 | -998 |
Prepaid expenses and other current assets | 260 | 5,623 |
Other assets | -378 | -2,507 |
Accounts payable | 1,197 | 2,870 |
Accrued expenses and other current liabilities | -9,144 | -1,698 |
Deferred revenue and other long-term liabilities | 385 | 2,475 |
Net cash provided by operating activities | 278 | 2,413 |
Cash flows from investing activities: | ' | ' |
Acquisition of businesses, net of cash acquired | -1,847 | -51,884 |
Purchases of customer lists | 0 | -1,502 |
Purchases of property and equipment | -2,645 | -998 |
Net cash used in investing activities | -4,492 | -54,384 |
Cash flows from financing activities: | ' | ' |
Repayment of promissory note | 0 | -237 |
Proceeds from line of credit | 3,000 | 0 |
Repayment of line of credit | -6,000 | 0 |
Proceeds from term loan | 0 | 65,794 |
Repayment of term loan | -3,250 | -25,294 |
Proceeds from mezzanine debt | 1,500 | 7,151 |
Repayment of subordinate notes payable | 0 | -42 |
Tax withholding related to the vesting of restricted stock units | -1,132 | 0 |
Exercise of stock options | 761 | 38 |
Stock issued in offering, net of offering costs | 25,010 | 6,182 |
Net cash provided by financing activities | 19,889 | 53,592 |
Effect of exchange rate changes on cash | 1,078 | -754 |
Net increase in cash and cash equivalents | 16,753 | 867 |
Cash and cash equivalents at beginning of period | 5,785 | 4,726 |
Cash and cash equivalents at end of period | 22,538 | 5,593 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 4,722 | 2,613 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Fair value of assets acquired | 5,072 | 60 |
Common stock issued in connection with the extinguishment of subordinated notes and accrued interest thereon | 0 | 2,880 |
Shares issued in connection with acquisition earn-out | $3,704 | $123 |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
ORGANIZATION AND BUSINESS | ' |
ORGANIZATION AND BUSINESS | |
Organization and Business | |
GTT Communications, 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. GTT provides 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, 2013, included in the Company’s Annual Report on Form 10-K filed on March 18, 2014. 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 six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year 2014 or for any other interim period. The December 31, 2013 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 June 30, 2014 as compared to the significant accounting policies disclosed in Note 2, “Significant Accounting Policies” in the 2013 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 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. During the three months ended June 30, 2014, the warrant liability was marked to market which resulted in a decrease of $0.7 million. During the six months ended June 30, 2014, the warrant liability was marked to market which resulted in an increase of $6.5 million. The warrant liability was $18.8 million and $12.3 million as of June 30, 2014 and December 31, 2013, respectively. See Notes 4 and 6 for additional information. | |
Comprehensive Income (Loss) | |
In addition to net income (loss), comprehensive income (loss) includes charges or credits to equity occurring other than as a result of transactions with stockholders. For the Company, this consists of foreign currency translation adjustments. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | |
On May 28, 2014, the Federal Accounting Standards Board ("FASB) issued ASC 606, Revenue From Contracts With Customers. The guidance in ASC 606 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. ASC 606 states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is assessing the impact of ASC 606 and will adopt the guidance for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||
The Company recorded goodwill in the amount of $0.9 million during the quarter ended June 30, 2014 in connection with a business acquisition. Additionally, $3.3 million of the purchase price was preliminarily allocated to intangible assets related to customer relationships which are subject to straight-line amortization. | ||||||||||||||
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 following table summarizes the Company’s intangible assets as of June 30, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 61,911 | $ | 22,122 | $ | 39,789 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Non-compete agreements | 3-5 years | 4,331 | 4,027 | 304 | ||||||||||
Software | 7 years | 4,935 | 4,935 | — | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 72,128 | $ | 31,235 | $ | 40,893 | |||||||||
December 31, 2013 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 58,611 | $ | 16,218 | $ | 42,393 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Non-compete agreements | 3-5 years | 4,331 | 3,906 | 425 | ||||||||||
Software | 7 years | 4,935 | 4,935 | — | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 68,828 | $ | 25,210 | $ | 43,618 | |||||||||
Amortization expense was $3.1 million and $2.6 million for the three months ended June 30, 2014 and 2013, respectively. Amortization expense was $6.0 million and 4.3 million for the six months ended June 30, 2014 and 2013, respectively. | ||||||||||||||
Estimated amortization expense related to intangible assets subject to amortization at June 30, 2014 in each of the years subsequent to June 30, 2014 is as follows (amounts in thousands): | ||||||||||||||
2014 remaining | $ | 6,354 | ||||||||||||
2015 | 11,199 | |||||||||||||
2016 | 10,289 | |||||||||||||
2017 | 8,714 | |||||||||||||
2018 and beyond | 3,537 | |||||||||||||
Total | $ | 40,093 | ||||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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. As of June 30, 2014, the model required the input of highly subjective assumptions including volatility of 62%, expected term of 2 years, and risk-free interest rate of 0.02%. | ||||||||||||||||
On April 30, 2014, the Company paid the sellers of nLayer Communications, Inc. the final earn-out payment of $3.7 million in equity and $0.8 million in cash. | ||||||||||||||||
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 June 30, 2014 (amounts in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 18,844 | $ | 18,844 | ||||||||
Acquisition earn-out | $ | — | $ | — | $ | 1,779 | $ | 1,779 | ||||||||
Rollforward of Level 3 liabilities are as follows (amounts in thousands): | ||||||||||||||||
Warrant Liability | ||||||||||||||||
Balance, December 31, 2013 | $ | 12,295 | ||||||||||||||
Change in fair value of warrant liability | 6,549 | |||||||||||||||
Balance, June 30, 2014 | $ | 18,844 | ||||||||||||||
Acquisition Earn-outs | ||||||||||||||||
Balance, December 31, 2013 | $ | — | ||||||||||||||
Acquisition earn-out | 1,779 | |||||||||||||||
Balance, June 30, 2014 | $ | 1,779 | ||||||||||||||
Balance, December 31, 2013 | $ | 2,900 | ||||||||||||||
Change in the fair value of the acquisition earn-out thru April 30, 2014 | 1,554 | |||||||||||||||
Acquisition earn-out paid in cash on April 30, 2014 | (750 | ) | ||||||||||||||
Acquisition earn-out paid in equity on April 30 2014 | (3,704 | ) | ||||||||||||||
Balance, June 30, 2014 | $ | — | ||||||||||||||
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 condensed consolidated 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 re-measured 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 six months ended June 30, 2014. |
EMPLOYEE_SHAREBASED_COMPENSATI
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
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 $260,000 and $90,000 for the three months ended June 30, 2014 and 2013, respectively, and stock options of approximately $411,000 and $152,000 for the six months ended June 30, 2014 and 2013, related to stock options issued to employees and consultants, which is included in selling, general and administrative expense on the accompanying consolidated statements of operations. The Company granted to employees 37,000 and 306,000 stock options with a total fair value of $234,000 and $571,000 during the three months ended June 30, 2014 and 2013, respectively. For the six months ended June 30, 2014 and 2013, the Company granted to employees 385,000 and 345,000 stock options with a total fair value of $2.8 million and $650,000, respectively. | ||||||||||||
Restricted Stock | ||||||||||||
During the three and six months ended June 30, 2014 and 2013, respectively, 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 on the accompanying condensed consolidated statement of operations. | ||||||||||||
The following tables summarize the Company’s restricted stock for the three months ended June 30, 2014 and 2013 (amounts in thousands): | ||||||||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three months ended June 30, 2014 | ||||||||||||
Restricted stock shares granted | 65 | 3 | 68 | |||||||||
Fair value of shares granted | $ | 690 | $ | 36 | $ | 726 | ||||||
Restricted stock compensation expense | $ | 360 | $ | 36 | $ | 396 | ||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||
Restricted stock shares granted | 449 | 114 | 563 | |||||||||
Fair value of shares granted | $ | 1,482 | $ | 436 | $ | 1,918 | ||||||
Restricted stock compensation expense | $ | 145 | $ | 57 | $ | 202 | ||||||
The following tables summarize the Company’s restricted stock for the six months ended June 30, 2014 and 2013 (amounts in thousands): | ||||||||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||
Restricted stock shares granted | 274 | 7 | 281 | |||||||||
Fair value of shares granted | $ | 3,502 | $ | 71 | $ | 3,573 | ||||||
Restricted stock compensation expense | $ | 663 | $ | 71 | $ | 734 | ||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||
Restricted stock shares granted | 496 | 124 | 620 | |||||||||
Fair value of shares granted | $ | 1,645 | $ | 473 | $ | 2,118 | ||||||
Restricted stock compensation expense | $ | 198 | $ | 95 | $ | 293 | ||||||
DEBT
DEBT | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
DEBT | ' | |||||||||||||||
DEBT | ||||||||||||||||
The following summarizes the debt activity of the Company during the six months ended June 30, 2014 (amounts in thousands): | ||||||||||||||||
Total Debt | Senior Term Loan | Line of Credit | Mezzanine Notes | |||||||||||||
Debt obligation as of December 31, 2013 | $ | 92,460 | $ | 61,750 | $ | 3,000 | $ | 27,710 | ||||||||
Issuance | 4,500 | — | 3,000 | 1,500 | ||||||||||||
Debt discount amortization | 360 | — | — | 360 | ||||||||||||
Payments | (9,250 | ) | (3,250 | ) | (6,000 | ) | — | |||||||||
Debt obligation as of June 30, 2014 | $ | 88,070 | $ | 58,500 | $ | — | $ | 29,570 | ||||||||
Estimated annual commitments for debt maturities net of unamortized discounts are as follows at June 30, 2014 (amounts in thousands): | ||||||||||||||||
Total Debt | ||||||||||||||||
2014 remaining | $ | 3,250 | ||||||||||||||
2015 | 6,500 | |||||||||||||||
2016 | 78,320 | |||||||||||||||
Total | $ | 88,070 | ||||||||||||||
Senior Term Loan and Line of Credit | ||||||||||||||||
On April 30, 2013, to fund the Company’s acquisition of NT Network Services, LLC and NT Network Services, LLC SCS (collectively, “Tinet”), the Company arranged financing with a new senior lender, Webster Bank, N.A. ("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. | ||||||||||||||||
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 June 30, 2014, the Company is in compliance with the reporting and financial covenants stated in the Credit Agreement. | ||||||||||||||||
On December 30, 2013, the Company entered into an amendment to the July 11, 2013 Credit Agreement that increased the revolving line-of-credit by $7.5 million, increasing the maximum borrowings under the line-of-credit to $15.0 million. The Company also issued a letter of credit facility of $4.0 million, which is a sublimit within the line-of-credit. | ||||||||||||||||
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, which began 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 June 30, 2014, the interest rate was 6.5%. | ||||||||||||||||
Mezzanine Notes | ||||||||||||||||
On June 6, 2011, the Company entered into a note purchase agreement (the “Purchase Agreement”) with 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 the Amended 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. | ||||||||||||||||
On November 1, 2013, the remaining $3.0 million of the committed financing was called on by the Company and the original interest rate of 13.5% per annum was reduced to 11.0% per annum for the entire outstanding Notes of $29.5 million. No warrants were issued. | ||||||||||||||||
On December 30, 2013, the Company modified the Second Amended Note Purchase Agreement (the "Third Amended Note Purchase Agreement") with BIA, Plexus, and Alcentra, expanding the total financing commitment by $10.0 million, of which $1.5 million was funded during the three months ended March 31, 2014. This additional financing commitment has no warrant issuances required. The remaining $8.5 million of the committed financing may be called by the Company, subject to certain conditions, on or before December 31, 2014. The Third Amended Note Purchase Agreement increases the maximum borrowings to $38.0 million with the Notes maturing on June 6, 2016, and shall bear interest at a rate of 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 $1.111 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 $1.147 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 $2.144 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 $2.468 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 $3.269 per share (as adjusted from time to time as provided in the warrant). | ||||||||||||||||
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 six months ended June 30, 2014, the warrant liability was marked to market which resulted in a loss of $6.5 million. The balance of the warrant liability was $18.8 million as of June 30, 2014. | ||||||||||||||||
Effective August 6, 2014, the Company completed a refinancing transaction (the "Refinancing Transaction"), which included amendments to the Credit Agreement. In conjunction with the Refinancing Transaction the Mezzanine term loans referred to above as the Notes were repaid in full. Refer to Note 10 for further details. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2014 | |
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. | |
The Company recorded a benefit of $539,000 for income taxes for the three months ended June 30, 2014. This benefit resulted from the release of a valuation allowance associated with the recognition of a Deferred Tax Liability for the acquisition of definite lived intangibles that had no tax basis. For the six months ended June 30, 2014 the Company recorded tax expense of $206,000. |
INCOME_LOSS_PER_SHARE
INCOME (LOSS) PER SHARE | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
LOSS PER SHARE | ' | |||||||||||||||
OSS) PER SHARE | ||||||||||||||||
Basic income (loss) per share is computed by dividing net income (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 income (loss) per share (in thousands, except for share and per share amounts): | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator for basic and diluted EPS – income (loss) available to common stockholders | $ | 976 | $ | (10,285 | ) | $ | (8,688 | ) | $ | (12,806 | ) | |||||
Denominator for basic EPS – weighted average shares | 25,635,607 | 22,495,071 | 24,556,245 | 20,889,992 | ||||||||||||
Effect of dilutive securities | 1,846,000 | — | — | — | ||||||||||||
Denominator for diluted EPS – weighted average shares | 27,481,607 | 22,495,071 | 24,556,245 | 20,889,992 | ||||||||||||
Earnings (loss) per share: basic | $ | 0.04 | $ | (0.46 | ) | $ | (0.35 | ) | $ | (0.61 | ) | |||||
Earnings (loss) per share: diluted | $ | 0.04 | $ | (0.46 | ) | $ | (0.35 | ) | $ | (0.61 | ) | |||||
The table below details the anti-dilutive items that were excluded in the computation of the earnings (loss) per share (amounts in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
BIA warrant | $ | — | $ | 1,055 | $ | 1,055 | $ | 1,055 | ||||||||
Plexus warrant | — | 960 | 960 | 960 | ||||||||||||
Alcentra warrant | — | 329 | 329 | 329 | ||||||||||||
Stock options | 352 | 1,613 | 1,587 | 1,613 | ||||||||||||
Totals | $ | 352 | $ | 3,957 | $ | 3,931 | $ | 3,957 | ||||||||
CONTINGENCIESLEGAL_PROCEEDINGS
CONTINGENCIES-LEGAL PROCEEDINGS (Notes) | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies-Legal Proceedings | ' |
CONTINGENCIES-LEGAL PROCEEDINGS | |
From time to time, the Company is a party to legal proceedings arising in the normal course of its business. Aside from the matters discussed below, the Company does not believe that it is a party to any pending legal action that could reasonably be expected to have a material adverse effect on its business or operating results, financial position or cash flows. | |
The Company filed a civil complaint against Artel, LLC on June 15, 2012 in the Fairfax County Virginia Circuit Court, docket number CL2012-04735, alleging breach of contract with respect to telecommunication services provided by the Company. In response to the Company’s complaint, Artel, LLC filed a counterclaim against the Company based on allegations of breach of contract and certain business torts. On December 20, 2013, the Court entered a judgment against the Company in the amount of $3.4 million. The Court suspended the judgment, subject to a letter of credit during GTT’s appeal, which is presently pending in the Supreme Court of Virginia. While the final outcome cannot be predicted, the Company has not accrued for this contingency as it believes it has a meritorious position on appeal and intends to contest the judgment vigorously. |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Subsequent Events [Abstract] | ' | |||
SUBSEQUENT EVENT | ' | |||
SUBSEQUENT EVENT | ||||
On August 6, 2014, the Company completed a refinancing transaction (the “Refinancing Transaction”), which included amendments to the Credit Agreement. The Credit Agreement, as amended, provides for $110.0 million in term loans; a $15.0 million revolving credit facility; a $15.0 million delayed term revolver facility and an uncommitted $30.0 million incremental revolver. The maturity of the facilities under the Credit Agreement, as amended, was extended to August 6, 2019. | ||||
The outstanding borrowings under the Credit Agreement, as amended, are collateralized by a security interest in substantially all of the Company’s tangible and intangible assets. In connection with the Refinancing Transaction, the Company used the proceeds to repay the remaining $31 million of indebtedness payable to the mezzanine Note Holders. In accordance with the terms of the Mezzanine Credit Agreement, the Company also paid a prepayment penalty of $0.3 million. Immediately following the Refinancing Transaction, the Company's short-term debt approximates $4.1 million, which represents the repayments of principal due within the next 12 months. | ||||
The interest rate on the Credit Agreement, as amended, is a LIBOR-based tiered pricing tied to our net leverage ratio. The initial interest rate will approximate 4.5%. Quarterly principal payments are due in accordance with the following table: | ||||
Quarterly payments | ||||
December 31, 2014 thru September 30, 2015 | $ | 1,375,000 | ||
December 31, 2015 thru September 30, 2016 | $ | 2,062,500 | ||
December 31, 2016 thru June 30, 2019 | $ | 2,750,000 | ||
Maturity Date - August 6, 2019 | Full Outstanding Amount | |||
In addition, the Company expects to record a loss on the extinguishment of debt in the range of $4.0 - $4.5 million associated with the Refinancing Transaction. The final amount and the financial statement lines affected will depend on the final debt modification analysis which will be confirmed in the third quarter. | ||||
In conjunction with the Refinancing Transaction, we retired 1,172,080 of the outstanding warrants for a cash payment of $9.5 million. The remaining 1,172,080 warrants were exercised on a cashless basis resulting in an additional 913,749 shares of common stock being issued. |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||
The following table summarizes the Company’s intangible assets as of June 30, 2014 and December 31, 2013 (amounts in thousands): | ||||||||||||||
June 30, 2014 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 61,911 | $ | 22,122 | $ | 39,789 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Non-compete agreements | 3-5 years | 4,331 | 4,027 | 304 | ||||||||||
Software | 7 years | 4,935 | 4,935 | — | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 72,128 | $ | 31,235 | $ | 40,893 | |||||||||
December 31, 2013 | ||||||||||||||
Amortization | Gross Asset | Accumulated | Net Book | |||||||||||
Period | Cost | Amortization | Value | |||||||||||
Customer contracts | 3-7 years | $ | 58,611 | $ | 16,218 | $ | 42,393 | |||||||
Carrier contracts | 1 year | 151 | 151 | — | ||||||||||
Non-compete agreements | 3-5 years | 4,331 | 3,906 | 425 | ||||||||||
Software | 7 years | 4,935 | 4,935 | — | ||||||||||
Trade name (non-amortizing) | N/A | 800 | — | 800 | ||||||||||
$ | 68,828 | $ | 25,210 | $ | 43,618 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||
Estimated amortization expense related to intangible assets subject to amortization at June 30, 2014 in each of the years subsequent to June 30, 2014 is as follows (amounts in thousands): | ||||||||||||||
2014 remaining | $ | 6,354 | ||||||||||||
2015 | 11,199 | |||||||||||||
2016 | 10,289 | |||||||||||||
2017 | 8,714 | |||||||||||||
2018 and beyond | 3,537 | |||||||||||||
Total | $ | 40,093 | ||||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 June 30, 2014 (amounts in thousands): | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 18,844 | $ | 18,844 | ||||||||
Acquisition earn-out | $ | — | $ | — | $ | 1,779 | $ | 1,779 | ||||||||
Fair Value Liabilities Roll Forward [Table Text Block] | ' | |||||||||||||||
Rollforward of Level 3 liabilities are as follows (amounts in thousands): | ||||||||||||||||
Warrant Liability | ||||||||||||||||
Balance, December 31, 2013 | $ | 12,295 | ||||||||||||||
Change in fair value of warrant liability | 6,549 | |||||||||||||||
Balance, June 30, 2014 | $ | 18,844 | ||||||||||||||
Acquisition Earn-outs | ||||||||||||||||
Balance, December 31, 2013 | $ | — | ||||||||||||||
Acquisition earn-out | 1,779 | |||||||||||||||
Balance, June 30, 2014 | $ | 1,779 | ||||||||||||||
Balance, December 31, 2013 | $ | 2,900 | ||||||||||||||
Change in the fair value of the acquisition earn-out thru April 30, 2014 | 1,554 | |||||||||||||||
Acquisition earn-out paid in cash on April 30, 2014 | (750 | ) | ||||||||||||||
Acquisition earn-out paid in equity on April 30 2014 | (3,704 | ) | ||||||||||||||
Balance, June 30, 2014 | $ | — | ||||||||||||||
EMPLOYEE_SHAREBASED_COMPENSATI1
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
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 on the accompanying condensed consolidated statement of operations. | ||||||||||||
The following tables summarize the Company’s restricted stock for the three months ended June 30, 2014 and 2013 (amounts in thousands): | ||||||||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three months ended June 30, 2014 | ||||||||||||
Restricted stock shares granted | 65 | 3 | 68 | |||||||||
Fair value of shares granted | $ | 690 | $ | 36 | $ | 726 | ||||||
Restricted stock compensation expense | $ | 360 | $ | 36 | $ | 396 | ||||||
Amounts in thousands | Employees | Non-Employee | Total | |||||||||
Members of Board | ||||||||||||
of Directors | ||||||||||||
Three Months Ended June 30, 2013 | ||||||||||||
Restricted stock shares granted | 449 | 114 | 563 | |||||||||
Fair value of shares granted | $ | 1,482 | $ | 436 | $ | 1,918 | ||||||
Restricted stock compensation expense | $ | 145 | $ | 57 | $ | 202 | ||||||
DEBT_Tables
DEBT (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||||||||
The following summarizes the debt activity of the Company during the six months ended June 30, 2014 (amounts in thousands): | ||||||||||||||||
Total Debt | Senior Term Loan | Line of Credit | Mezzanine Notes | |||||||||||||
Debt obligation as of December 31, 2013 | $ | 92,460 | $ | 61,750 | $ | 3,000 | $ | 27,710 | ||||||||
Issuance | 4,500 | — | 3,000 | 1,500 | ||||||||||||
Debt discount amortization | 360 | — | — | 360 | ||||||||||||
Payments | (9,250 | ) | (3,250 | ) | (6,000 | ) | — | |||||||||
Debt obligation as of June 30, 2014 | $ | 88,070 | $ | 58,500 | $ | — | $ | 29,570 | ||||||||
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 June 30, 2014 (amounts in thousands): | ||||||||||||||||
Total Debt | ||||||||||||||||
2014 remaining | $ | 3,250 | ||||||||||||||
2015 | 6,500 | |||||||||||||||
2016 | 78,320 | |||||||||||||||
Total | $ | 88,070 | ||||||||||||||
INCOME_LOSS_PER_SHARE_Tables
INCOME (LOSS) PER SHARE (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share Reconciliation [Table Text Block] | ' | |||||||||||||||
The table below details the calculations of income (loss) per share (in thousands, except for share and per share amounts): | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator for basic and diluted EPS – income (loss) available to common stockholders | $ | 976 | $ | (10,285 | ) | $ | (8,688 | ) | $ | (12,806 | ) | |||||
Denominator for basic EPS – weighted average shares | 25,635,607 | 22,495,071 | 24,556,245 | 20,889,992 | ||||||||||||
Effect of dilutive securities | 1,846,000 | — | — | — | ||||||||||||
Denominator for diluted EPS – weighted average shares | 27,481,607 | 22,495,071 | 24,556,245 | 20,889,992 | ||||||||||||
Earnings (loss) per share: basic | $ | 0.04 | $ | (0.46 | ) | $ | (0.35 | ) | $ | (0.61 | ) | |||||
Earnings (loss) per share: diluted | $ | 0.04 | $ | (0.46 | ) | $ | (0.35 | ) | $ | (0.61 | ) | |||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
BIA warrant | $ | — | $ | 1,055 | $ | 1,055 | $ | 1,055 | ||||||||
Plexus warrant | — | 960 | 960 | 960 | ||||||||||||
Alcentra warrant | — | 329 | 329 | 329 | ||||||||||||
Stock options | 352 | 1,613 | 1,587 | 1,613 | ||||||||||||
Totals | $ | 352 | $ | 3,957 | $ | 3,931 | $ | 3,957 | ||||||||
SUBSEQUENT_EVENT_Tables
SUBSEQUENT EVENT (Tables) | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Subsequent Events [Abstract] | ' | |||
Schedule of Debt, Quarterly Principal Payments [Table Text Block] | ' | |||
Quarterly principal payments are due in accordance with the following table: | ||||
Quarterly payments | ||||
December 31, 2014 thru September 30, 2015 | $ | 1,375,000 | ||
December 31, 2015 thru September 30, 2016 | $ | 2,062,500 | ||
December 31, 2016 thru June 30, 2019 | $ | 2,750,000 | ||
Maturity Date - August 6, 2019 | Full Outstanding Amount | |||
ORGANIZATION_AND_BUSINESS_Deta
ORGANIZATION AND BUSINESS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' |
Gain (Loss) On Mark To Market Warrant Liability | $700,000 | ($6,500,000) | ' |
Warrant liability | $18,844,000 | $18,844,000 | $12,295,000 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Goodwill, Acquired During Period | $0.90 | ' | ' | ' |
Finite-lived Intangible Assets Acquired | 3.3 | ' | ' | ' |
Amortization Of Intangible Assets | $3.10 | $2.60 | $6 | $4.30 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Gross Asset Cost | 72,128 | 68,828 |
Accumulated Amortization | 31,235 | 25,210 |
Net Book Value | 40,893 | 43,618 |
Trade Names [Member] | ' | ' |
Trade name (non-amortizing) | 800 | 800 |
Accumulated Amortization | 0 | ' |
Customer Contracts [Member] | ' | ' |
Gross Asset Cost | 61,911 | 58,611 |
Accumulated Amortization | 22,122 | 16,218 |
Net Book Value | 39,789 | 42,393 |
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 | 4,027 | 3,906 |
Net Book Value | 304 | 425 |
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 | 4,935 | 4,935 |
Net Book Value | 0 | 0 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Details 1) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 remaining | $6,354 |
2015 | 11,199 |
2016 | 10,289 |
2017 | 8,714 |
2018 and beyond | 3,537 |
Net Book Value | $40,093 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Warranty Liability [Member] | ' | ' |
Liabilities, Fair Value Disclosure | $18,844 | ' |
Warranty Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 0 | ' |
Warranty Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 0 | ' |
Warranty Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 18,844 | 12,295 |
Earn-out Liability [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 1,779 | ' |
Earn-out Liability [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 0 | ' |
Earn-out Liability [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | 0 | ' |
Earn-out Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure | $1,779 | $0 |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Change in fair value of warrant liability | $6,549 | $2,559 |
Change in the fair value of the acquisition earn-out thru April 30, 2014 | 1,554 | 0 |
Acquisition earn-out paid in equity on April 30 2014 | -3,704 | -123 |
Warranty Liability [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, June 30, 2014 | 18,844 | ' |
Warranty Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, December 31, 2013 | 12,295 | ' |
Change in fair value of warrant liability | 6,549 | ' |
Balance, June 30, 2014 | 18,844 | ' |
Earn-out Liability [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, June 30, 2014 | 1,779 | ' |
Earn-out Liability [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, December 31, 2013 | 0 | ' |
Change in the fair value of the acquisition earn-out thru April 30, 2014 | 1,779 | ' |
Balance, June 30, 2014 | 1,779 | ' |
Earn-out Liability [Member] | Fair Value, Inputs, Level 3 [Member] | nLayer Communications | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, December 31, 2013 | 2,900 | ' |
Change in the fair value of the acquisition earn-out thru April 30, 2014 | 1,554 | ' |
Acquisition earn-out paid in cash on April 30, 2014 | -750 | ' |
Acquisition earn-out paid in equity on April 30 2014 | -3,704 | ' |
Balance, June 30, 2014 | $0 | ' |
FAIR_VALUE_MEASUREMENTS_Detail2
FAIR VALUE MEASUREMENTS (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Asset Impairment Charges | $0 | ' |
Shares issued in connection with acquisition earn-out | $3,704,000 | $123,000 |
Warranty Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair Value Assumptions, Expected Term, Simplified Method | 'Black-Scholes pricing model | ' |
Fair Value Assumptions, Weighted Average Volatility Rate | 62.00% | ' |
Fair Value Assumptions, Expected Term | '2 years | ' |
Fair Value Assumptions, Risk Free Interest Rate | 0.02% | ' |
EMPLOYEE_SHAREBASED_COMPENSATI2
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Restricted stock shares granted | 68 | 563 | 281 | 620 |
Fair value of shares granted | $726 | $1,918 | $3,573 | $2,118 |
Restricted stock compensation expense | 396 | 202 | 734 | 293 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Restricted stock shares granted | 65 | 449 | 274 | 496 |
Fair value of shares granted | 690 | 1,482 | 3,502 | 1,645 |
Restricted stock compensation expense | 360 | 145 | 663 | 198 |
Non Employee Member Of Board Of Directors [Member] | ' | ' | ' | ' |
Restricted stock shares granted | 3 | 114 | 7 | 124 |
Fair value of shares granted | 36 | 436 | 71 | 473 |
Restricted stock compensation expense | $36 | $57 | $71 | $95 |
EMPLOYEE_SHAREBASED_COMPENSATI3
EMPLOYEE SHARE-BASED COMPENSATION BENEFITS (Details Textual) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2006 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Employees and Consultants [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Employees and Consultants [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] | Periodic Vesting [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 | ' | ' | ' | ' |
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% |
Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition | $411 | ' | ' | ' | ' | ' | $411 | $152 | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation | 1,145 | 445 | 260 | 90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | ' | ' | 37,000 | 306,000 | 385,000 | 345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Granted Fair Value | ' | ' | $234 | $571 | $2,800 | $650 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DEBT_Details
DEBT (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Debt [Roll Forward] | ' | ' |
Beginning balance | $92,460 | ' |
Issuance | 4,500 | ' |
Debt discount amortization | 360 | 240 |
Payments | -9,250 | ' |
Ending balance | 88,070 | ' |
Webster Term Loan [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 61,750 | ' |
Issuance | 0 | ' |
Debt discount amortization | 0 | ' |
Payments | -3,250 | ' |
Ending balance | 58,500 | ' |
Line of Credit [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 3,000 | ' |
Issuance | 3,000 | ' |
Debt discount amortization | 0 | ' |
Payments | -6,000 | ' |
Ending balance | 0 | ' |
Mezzanine Debt [Member] | ' | ' |
Debt [Roll Forward] | ' | ' |
Beginning balance | 27,710 | ' |
Issuance | 1,500 | ' |
Debt discount amortization | 360 | ' |
Payments | 0 | ' |
Ending balance | $29,570 | ' |
DEBT_Details_1
DEBT (Details 1) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 remaining | $3,250 | ' |
2015 | 6,500 | ' |
2016 | 78,320 | ' |
Debt and Capital Lease Obligations | $88,070 | $92,460 |
DEBT_Details_Textual
DEBT (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2013 | Apr. 30, 2013 | Jun. 06, 2011 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 30, 2013 | Jun. 30, 2014 | Apr. 30, 2013 | Dec. 30, 2013 | Nov. 01, 2013 | Oct. 31, 2013 | Sep. 19, 2011 | Jun. 06, 2011 | Jun. 06, 2011 | Dec. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Jun. 30, 2014 | Apr. 30, 2013 | Sep. 19, 2011 | Dec. 30, 2013 | Jul. 11, 2013 | Dec. 30, 2013 | Apr. 30, 2013 | Dec. 30, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2012 | |
Bia Warrant [Member] | Bia Warrant [Member] | Plexus Warrant [Member] | Plexus Warrant [Member] | Plexus Warrant [Member] | BNY Warrant [Member] | Warrant [Member] | Warrant [Member] | Third Amended Note Purchase Agreement [Member] | Amended Note Purchase [Member] | Amended Note Purchase [Member] | Note [Member] | Note [Member] | Note Immediately [Member] | Note Immediately [Member] | Senior Debt [Member] | Senior Debt [Member] | Senior Debt [Member] | Senior Debt [Member] | Line of Credit [Member] | Line of Credit [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] | Amended Note Purchase [Member] | Term Loan [Member] | Term Loan [Member] | ||||
Third Amended Note Purchase Agreement [Member] | Tinet [Member] | Note [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | Tinet [Member] | Note Immediately [Member] | Note Immediately [Member] | ||||||||||||||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $65,000,000 | ' | ' | $7,500,000 | $4,000,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease) in Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000,000 | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease) For Period, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | 800,000 |
Debt Instrument, Early Repayment of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | $1.11 | ' | ' | $2.14 | ' | ' | $3.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | 63,225 | ' | 178,378 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock On Additional Purchase Price Per Share | ' | ' | ' | ' | $1.15 | ' | $2.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liabilities | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) On Mark To Market Warrant Liability | 700,000 | -6,500,000 | ' | ' | ' | ' | ' | ' | ' | -6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | 11.00% | 13.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease) in Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Financing Commitment, Funded Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
(Benefit of) provision for income taxes | ($539) | ($170) | $206 | $21 |
INCOME_LOSS_PER_SHARE_Details
INCOME (LOSS) PER SHARE (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Numerator for basic and diluted EPS b income (loss) available to common stockholders | $976 | ($10,285) | ($8,688) | ($12,806) |
Denominator for basic EPS b weighted average shares | 25,635,607 | 22,495,071 | 24,556,245 | 20,889,992 |
Effect of dilutive securities | 1,846,000 | 0 | 0 | 0 |
Denominator for diluted EPS b weighted average shares | 27,481,607 | 22,495,071 | 24,556,245 | 20,889,992 |
Earnings (loss) per share: basic (in dollars per share) | $0.04 | ($0.46) | ($0.35) | ($0.61) |
Earnings (loss) per share: diluted (in dollars per share) | $0.04 | ($0.46) | ($0.35) | ($0.61) |
INCOME_LOSS_PER_SHARE_Details_
INCOME (LOSS) PER SHARE (Details 1) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Totals | 352 | 3,957 | 3,931 | 3,957 |
Stock Options [Member] | ' | ' | ' | ' |
Totals | 352 | 1,613 | 1,587 | 1,613 |
Bia Warrant [Member] | ' | ' | ' | ' |
Totals | 0 | 1,055 | 1,055 | 1,055 |
Plexus Warrant [Member] | ' | ' | ' | ' |
Totals | 0 | 960 | 960 | 960 |
Alecentra Warrants [Member] | ' | ' | ' | ' |
Totals | 0 | 329 | 329 | 329 |
CONTINGENCIESLEGAL_PROCEEDINGS1
CONTINGENCIES-LEGAL PROCEEDINGS (Details) (Artel, LLC [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Dec. 20, 2013 |
Artel, LLC [Member] | ' |
Loss Contingencies [Line Items] | ' |
Damages Awarded, Value | $3.40 |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Minimum [Member] | Maximum [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | Amended Credit Agreement, August 2014 [Member] | |||||
December 31, 2014 thru September 30, 2015 [Member] | December 31, 2015 thru September 30, 2016 [Member] | December 31, 2016 thru June 30, 2019 [Member] | Mezzanine Debt [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Delayed Term Revolver Facility [Member] | Incremental Revolver [Member] | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $110,000,000 | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 15,000,000 | 30,000,000 |
Extinguishment of Debt, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,000,000 | ' | ' | ' | ' |
Payments of Debt Extinguishment Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' |
Short-term Debt | 6,500,000 | 6,500,000 | ' | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | 1,375,000,000 | 2,062,500,000 | 2,750,000,000 | ' | ' | ' | ' | ' |
Expected Gains (Losses) on Extinguishment of Debt | ' | ' | ' | ' | 4,000,000 | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Retired During Period, Number | ' | ' | 1,172,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Repurchase of Warrants | ' | ' | $9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercises During Period, Number | ' | ' | 1,172,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | 913,749 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |