Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Jun. 30, 2014 | Aug. 12, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Bridgeline Digital, Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Common Stock, Shares Outstanding | ' | 21,897,904 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001378590 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,547 | $2,830 |
Accounts receivable and unbilled receivables, net | 3,827 | 3,194 |
Prepaid expenses and other current assets | 844 | 963 |
Total current assets | 6,218 | 6,987 |
Equipment and improvements, net | 2,436 | 3,065 |
Intangible assets, net | 1,729 | 1,517 |
Goodwill | 23,151 | 23,777 |
Other assets | 1,427 | 1,631 |
Total assets | 34,961 | 36,977 |
Current liabilities: | ' | ' |
Accounts payable | 1,192 | 1,746 |
Accrued liabilities | 1,022 | 1,093 |
Accrued earnouts, current | 591 | 561 |
Debt, current | ' | 1,165 |
Capital lease obligations, current | 369 | 397 |
Deferred revenue | 2,506 | 1,960 |
Total current liabilities | 5,680 | 6,922 |
Accrued earnouts, net of current portion | 456 | 950 |
Debt, net of current portion | 5,901 | 4,725 |
Capital lease obligations, net of current portion | 340 | 544 |
Other long term liabilities | 1,010 | 1,088 |
Total liabilities | 13,387 | 14,229 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock - $0.001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock - $0.001 par value; 30,000,000 shares authorized; 21,869,699 at June 30, 2014 and 18,313,765 at September 30, 2013 shares issued and outstanding | 22 | 18 |
Additional paid-in capital | 47,568 | 44,206 |
Accumulated deficit | -25,711 | -21,314 |
Accumulated other comprehensive loss | -305 | -162 |
Total stockholders’ equity | 21,574 | 22,748 |
Total liabilities and stockholders’ equity | $34,961 | $36,977 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 21,869,699 | 18,313,765 |
Common stock, shares outstanding | 21,869,699 | 18,313,765 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Digital engagement services | $4,233 | $4,276 | $12,392 | $13,614 |
Subscription and perpetual licenses | 1,510 | 915 | 4,394 | 2,726 |
Managed service hosting | 409 | 409 | 1,181 | 1,456 |
Total revenue | 6,152 | 5,600 | 17,967 | 17,796 |
Cost of revenue: | ' | ' | ' | ' |
Digital engagement services | 2,531 | 2,341 | 7,703 | 7,566 |
Subscription and perpetual licenses | 422 | 330 | 1,271 | 770 |
Managed service hosting | 66 | 76 | 218 | 224 |
Total cost of revenue | 3,019 | 2,747 | 9,192 | 8,560 |
Gross profit | 3,133 | 2,853 | 8,775 | 9,236 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 1,992 | 2,275 | 6,030 | 6,266 |
General and administrative | 1,110 | 1,140 | 3,308 | 3,440 |
Research and development | 613 | 515 | 1,715 | 893 |
Depreciation and amortization | 510 | 412 | 1,515 | 1,226 |
Total operating expenses | 4,225 | 4,342 | 12,568 | 11,825 |
Loss from operations | -1,092 | -1,489 | -3,793 | -2,589 |
Interest and other expense, net | -190 | -59 | -524 | -194 |
Loss before income taxes | -1,282 | -1,548 | -4,317 | -2,783 |
Provision for income taxes | 24 | 21 | 80 | 110 |
Net loss | ($1,306) | ($1,569) | ($4,397) | ($2,893) |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted (in Dollars per share) | ($0.06) | ($0.10) | ($0.23) | ($0.19) |
Number of weighted average shares outstanding: | ' | ' | ' | ' |
Basic and diluted (in Shares) | 21,296,484 | 15,037,767 | 19,028,445 | 14,902,419 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net Loss | ($1,306) | ($1,569) | ($4,397) | ($2,893) |
Other Comprehensive Gain (Loss): Net change in Foreign Currency Translation Adjustment | -18 | -12 | -143 | 39 |
Comprehensive loss | ($1,324) | ($1,581) | ($4,540) | ($2,854) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net loss | ($4,397) | ($2,893) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Amortization of intangible assets | 498 | 391 |
Depreciation | 980 | 835 |
Other amortization | 399 | 201 |
Stock-based compensation | 339 | 334 |
Contingent earnout liability adjustment | ' | -497 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable and unbilled receivables | -640 | 562 |
Prepaid expenses and other assets | 614 | -162 |
Accounts payable and accrued liabilities | -1,139 | -512 |
Deferred revenue | 546 | 1,381 |
Other liabilities | -78 | -92 |
Total adjustments | 1,519 | 2,441 |
Net cash used in operating activities | -2,878 | -452 |
Cash flows from investing activities: | ' | ' |
Equipment and improvements | -264 | -545 |
Software development capitalization costs/other intangibles | -134 | -739 |
Contingent acquisition payments | -464 | -314 |
Net cash used in investing activities | -862 | -1,598 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | 2,749 | 2,062 |
Proceeds from issuance of convertible debt, net of issuance costs | 913 | ' |
Proceeds from exercise of employee stock options | 185 | 75 |
Proceeds from employee stock purchase plan | 21 | 74 |
Borrowings from bank line of credit | 746 | 725 |
Payments on bank line of credit | -1,336 | -652 |
Payments on bank term loan | -273 | -275 |
Payments on subordinated promissory notes | -86 | -168 |
Principal payments on capital leases | -319 | -241 |
Net cash provided by financing activities | 2,600 | 1,600 |
Effect of exchange rate changes on cash and cash equivalents | -143 | 39 |
Net decrease in cash and cash equivalents | -1,283 | -411 |
Cash and cash equivalents at beginning of period | 2,830 | 2,126 |
Cash and cash equivalents at end of period | 1,547 | 1,715 |
Cash paid for: | ' | ' |
Interest | 50 | 194 |
Income taxes | 10 | 13 |
Non cash activities: | ' | ' |
Equipment purchased under capital leases | 89 | 912 |
Accrued contingent consideration (earnouts) | ' | $83 |
Note_1_Description_of_Business
Note 1 - Description of Business | 9 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Description of Business | |
Overview | |
Bridgeline Digital, The Digital Engagement Company™, enables its customers to maximize the performance of their mission critical websites, intranets, and online stores. Bridgeline’s iAPPS® platform deeply integrates Web Content Management, eCommerce, eMarketing, Social Media management, and Web Analytics to help marketers deliver online experiences that attract, engage and convert their customers across all digital channels. Bridgeline’s iAPPS platform combined with its digital services assists customers in maximizing on-line revenue, improving customer service and loyalty, enhancing employee knowledge, and reducing operational costs. | |
In fiscal 2012, Bridgeline Digital announced the release of iAPPSds (“distributed subscription”), a platform that empowers franchise and large dealer networks with state-of-the-art web engagement management while providing superior oversight of corporate branding. iAPPSds deeply integrates content management, eCommerce, eMarketing and web analytics and is a self-service web platform that is offered to each authorized franchise or dealer for a monthly subscription fee. On August 1, 2013, we acquired franchise web developer ElementsLocal, expanding Bridgeline Digital’s presence in the franchise market place. | |
The iAPPS platform is delivered through a cloud-based SaaS (“Software as a Service”) multi-tenant business model, whose flexible architecture provides customers with state of the art deployment providing maintenance, daily technical operation and support; or via a traditional perpetual licensing business model, in which the iAPPS software resides on a dedicated server in either the customer’s facility or Bridgeline’s co-managed hosting facility. | |
iAPPS Content Manager and iAPPS Commerce were selected as finalists for the 2014, 2013, and 2012 CODiE Awards for Best Content Management Solution and Best Electronic Commerce Solution, globally. In 2014, Bridgeline Digital won ten Horizon Interactive Awards for outstanding development of web applications and websites and won fifteen Horizon Interactive Awards in 2013. Also in 2013, the Web Marketing Association sponsored Internet Advertising Competition honored Bridgeline Digital with three awards for iAPPS customer websites and B2B Magazine selected Bridgeline Digital as one of the Top Interactive Technology companies in the United States. In 2013, KMWorld Magazine Editors selected Bridgeline Digital as one of the 100 Companies That Matter in Knowledge Management and also selected iAPPS as a Trend Setting Product in 2013. | |
Bridgeline Digital was incorporated under the laws of the State of Delaware on August 28, 2000. | |
Locations | |
The Company’s corporate office is located in Burlington, Massachusetts. The Company maintains regional field offices serving the following geographical locations: Atlanta, GA; Baltimore, MD; Boston, MA; Chicago, IL; Dallas, TX; Denver, CO; New York, NY; San Diego, CA; San Luis Obispo, CA; and Tampa, FL. The Company has one wholly-owned subsidiary, Bridgeline Digital Pvt. Ltd. located in Bangalore, India. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. | |
Unaudited Interim Financial Information | |
The accompanying interim Condensed Consolidated Balance Sheet as of June 30, 2014 and September 30, 2013, and the interim Condensed Consolidated Statements of Operations, Comprehensive Loss, and Cash Flows for the three and nine months ended June 30, 2014 and 2013 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and with the instructions to Form 10-Q and Regulation S-X, and in the opinion of the Company’s management have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended September 30, 2013. These interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation of the Company’s financial position at June 30, 2014 and September 30, 2013 and the results of its operations and cash flows for the three and nine months ended June 30, 2014 and 2013, respectively. The results for the nine months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending September 30, 2014. The accompanying September 30, 2013 Condensed Consolidated Balance Sheet has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements. | |
Subsequent Events | |
The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed consolidated financial statements. | |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued a standards update on accounting for share-based payments when the terms of the award provide that a performance target could be achieved after a requisite service period. The standard is effective beginning January 1, 2016, with early adoption permitted. Management does not expect it to have a material impact on our consolidated financial position, results of operations or cash flows. | |
In May 2014, the FASB issued a standard on revenue recognition providing a single, comprehensive revenue recognition model for all contracts with customers. The revenue standard is based on the principle that revenue should be recognized 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 standard is effective beginning January 1, 2017, with no early adoption permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. Management is currently evaluating the adoption method options and the impact of this new guidance on our condensed consolidated financial statements. | |
In April 2014, the FASB issued new accounting guidance on reporting discontinued operations and disclosures of disposals of components of an entity which clarifies the scope of what should be reported as discontinued operations and expands required disclosures. This new guidance is effective beginning October 1, 2015, with early adoption permitted. The impact of this guidance will be dependent on the nature and significance of any transactions within the scope of this new guidance. | |
In July 2013, the FASB issued new guidance on the presentation of unrecognized tax benefits. This guidance requires an unrecognized tax benefit related to a net operating loss carryforward, a similar tax loss or a tax credit carryforward to be presented as a reduction to a deferred tax asset, unless the tax benefit is not available at the reporting date to settle any additional income taxes under the tax law of the applicable tax jurisdiction. The guidance is effective for the fiscal years and interim periods beginning after December 15, 2013 with early adoption permitted. Management is in the process of evaluating the effects of this guidance but does not believe it will have a significant impact on our condensed consolidated financial statements. | |
All other Accounting Standards Updates issued but not yet effective are not expected to have a material effect on the Company’s future financial statements. |
Note_3_Accounts_Receivable_and
Note 3 - Accounts Receivable and Unbilled Receivables | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | ||||||||
3. Accounts Receivable and Unbilled Receivables | |||||||||
Accounts receivable and unbilled receivables consists of the following: | |||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Accounts receivable | $ | 3,704 | $ | 3,188 | |||||
Unbilled receivables | 222 | 111 | |||||||
Subtotal | 3,926 | 3,299 | |||||||
Allowance for doubtful accounts | (99 | ) | (105 | ) | |||||
Accounts receivable and unbilled receivables, net | $ | 3,827 | $ | 3,194 | |||||
Note_4_Intangible_Assets
Note 4 - Intangible Assets | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||
4. Intangible Assets | |||||||||
Changes in the carrying amount of intangible assets are as follows: | |||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Domain and trade names | $ | 11 | $ | 34 | |||||
Customer related | 1,412 | 1,182 | |||||||
Non-compete agreements | 306 | 301 | |||||||
Balance at end of period | $ | 1,729 | $ | 1,517 | |||||
Total amortization expense related to intangible assets was $157 and $117 for the three months ended June 30, 2014 and 2013 and $498 and $391 for the nine months ended June 30, 2014 and 2013, respectively. Amortization expenses are reflected in operating expenses on the Condensed Consolidated Statements of Operations. |
Note_5_Goodwill
Note 5 - Goodwill | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Goodwill Disclosure [Text Block] | ' | ||||||||
5. Goodwill | |||||||||
Changes in the carrying amount of goodwill are as follows: | |||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Balance at beginning of period | $ | 23,777 | $ | 21,545 | |||||
Acquisitions | - | 1,897 | |||||||
Contingent acquisition payments | - | 83 | |||||||
Purchase price allocation adjustments | (626 | ) | 252 | ||||||
Balance at end of period | $ | 23,151 | $ | 23,777 | |||||
Note_6_Debt
Note 6 - Debt | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
6. Debt | |||||||||
Debt consists of the following: | |||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Line of credit borrowings | $ | 2,913 | $ | 3,504 | |||||
Bank term loan | - | 272 | |||||||
Subordinated convertible debt | 3,000 | 2,000 | |||||||
Subordinated promissory notes | 28 | 114 | |||||||
Other (debt warrants) | (48 | ) | - | ||||||
Total debt | $ | 5,901 | $ | 5,890 | |||||
Less current portion | $ | - | $ | 1,165 | |||||
Long term debt, net of current portion | $ | 5,901 | $ | 4,725 | |||||
Line of Credit | |||||||||
In December 2013, the Company entered into a Loan and Security Agreement with BridgeBank (the “BridgeBank Loan Agreement”). The Loan Agreement has a 27 month term which expires on March 31, 2016. The Loan Agreement provides for up to $5 million of revolving credit advances which may be used for acquisitions and working capital purposes. Borrowings are limited to the lesser of (i) $5 million and (ii) 80% of eligible receivables as defined. The Company can borrow up to $1.0 million in out of formula borrowings for specified periods of time. Borrowings bear interest at BridgeBank’s prime plus 1.00%. The Company pays an annual commitment fee of 0.25%. Borrowings are secured by all of the Company’s assets and all of the Company’s intellectual property. The Company is also required to comply with certain financial and reporting covenants including an Asset Coverage Ratio. The Company was in compliance with all financial and reporting covenants for the period ended June 30, 2014. The BridgeBank Loan Agreement replaced the Company’s prior credit facility with Silicon Valley Bank (“SVB”), which expired on December 31, 2013. As of June 30, 2014, the Company had an outstanding balance under the BridgeBank Loan Agreement of $2.9 million. Funds available for borrowing at June 30, 2014 were $329. | |||||||||
The Company had an Amended and Restated Loan and Security Agreement with SVB (the “Loan Agreement”). The Loan Agreement had a two year term which expired on March 31, 2012. The Loan Agreement provided for up to $5.0 million of revolving credit advances, of which $3.0 million may be used for acquisitions and up to $5.0 million may be used for working capital purposes. Borrowings were limited to the lesser of (i) $5.0 million and (ii) 80% of eligible receivables as defined. In the event that the borrowing base formula resulted in less than $5.0 million in available borrowing, the Company could have borrowed up to $2.0 million in out of formula borrowings (provided such amount does not exceed $5.0 million) for specified periods of time. Borrowings bore interest at SVB’s prime plus 1.00% or 1.25%, depending on the level of the adjusted EBITDA, as defined. The Company paid an annual commitment fee of 0.50% and an unused fee of 0.25%. Borrowings were secured by all of the Company’s assets and all of the Company’s intellectual property. The Company was also required to comply with certain financial and performance covenants. | |||||||||
In May 2011, the Company amended its loan arrangement (the “Amendment”) with SVB Under the terms of the existing agreement with SVB, the Company’s line of credit was limited to the lesser of (i) $5 million and (ii) 80% of eligible receivables as defined, and up to $2.0 million could be borrowed in out of formula borrowings for specified periods of time (provided the total amount outstanding does not exceed $5.0 million). | |||||||||
The Amendment: (i) extended the maturity date of the line of credit for one year to March 31, 2012; (ii) revised certain financial covenants; and (iii) amended the out of formula borrowings to be structured as a $2 million term loan and interest on the term loan will be at SVB’s prime rate plus 1.75%. Interest on the term loan was paid until April 1, 2012 and on and after April 2, 2012, principal and interest on the term loan was being paid over 36 months ending on April 1, 2015. In May 2012, we amended our loan agreement (the “2012 Amendment”) with SVB, extending the maturity date of the line of credit for one year to March 31, 2014. The 2012 Amendment also revised a financial covenant, increasing our minimum liquidity requirement. Minimum liquidity is defined as funds held with SVB plus borrowing availability on our line of credit. | |||||||||
In February 2013, the Company amended its loan agreement (the “February 2013 Amendment”) with SVB, extending the maturity date of the line of credit for one year to March 31, 2015. The 2013 Amendment also revised certain financial covenants. The Company would not have been in compliance with one of its covenants for the three months ended December 31, 2012 if the amendment was not completed. In July 2013, the Company amended its loan arrangement (the “July 2013 Amendment”) with SVB. The July 2013 Amendment increased the borrowing availability on accounts receivable, revised certain financial covenants, and increased the interest rate on the line of credit from prime plus 1.25% to prime plus 2.25% and increased the interest rate on the term loan from prime plus 1.75% to prime plus 2.75%In addition, the repayment schedule for the term loan was accelerated to end in April 2014. There was $611 remaining on the term loan as of June 30, 2013. The July 2013 Amendment also included a waiver by SVB of certain financial covenant defaults. The Company would not have been in compliance with certain of its financial covenants as of June 30, 2013 if the July 2013 Amendment had not been completed and the waiver had not been granted. In November 2013, the Company amended its loan agreement (“the November 2013 Amendment”) with SVB. The November 2013 Amendment accelerated the maturity date of the line of credit to December 31, 2013 at which time this line was replaced with the BridgeBank Loan Agreement and the term loan was paid in full. | |||||||||
Subordinated Convertible Debt | |||||||||
On September 30, 2013, Bridgeline Digital entered into a Note Purchase Agreement (the "Purchase Agreement") with accredited investors pursuant to which Bridgeline Digital sold an aggregate of $2.0 million of 10% secured subordinated convertible notes (the "Notes"). The gross proceeds to Bridgeline Digital at the closing of this private placement were $2.0 million. The Notes accrue interest at a rate of ten percent (10%) per annum and mature on September 30, 2016. Interest on the Notes is payable quarterly in cash. The Notes are convertible at the election of the holder into shares of common stock of Bridgeline Digital at a conversion price equal to $1.30 per share at any time prior to the maturity date, provided that no holder may convert the Notes if such conversion would result in the holder beneficially owning more than 4.99% of the number of shares of Bridgeline Digital common stock outstanding at the time of conversion. | |||||||||
On November 6, 2013, Bridgeline Digital entered into an amendment (the "Amendment") to the Purchase Agreement by and among Bridgeline Digital and the accredited investors’ party thereto. The Amendment increased the aggregate amount of 10% secured subordinated convertible notes (the "New Notes") able to be sold by Bridgeline Digital to $3.0 million. On November 6, 2013, Bridgeline Digital sold an additional $1.0 million of New Notes (the "Second Closing"). The gross proceeds to Bridgeline Digital at the Second Closing of this private placement were $1.0 million. The Notes accrue interest at a rate of ten percent (10%) per annum and mature on November 6, 2016. Interest on the Notes is payable quarterly in cash. The Notes are convertible at the election of the holder into shares of common stock of Bridgeline Digital at a conversion price equal to $1.30 per share at any time prior to the maturity date, provided that no holder may convert the Notes if such conversion would result in the holder beneficially owning more than 4.99% of the number of shares of Bridgeline Digital common stock outstanding at the time of conversion. | |||||||||
The Notes are secured by all of Bridgeline Digital's assets. The security interest granted to the holders of the Notes is subordinate to the security interest held by Bridgeline Digital's senior lender, BridgeBank. Bridgeline Digital may prepay any portion of the principal amount of the outstanding Notes at any time, provided that if Bridgeline Digital prepays any principal on or before September 30, 2014, Bridgeline Digital will pay a penalty equal to 10% of the principal amount being prepaid. Under certain circumstances Bridgeline Digital has the right to force conversion of the Notes into shares of Bridgeline Digital common stock in the event the Bridgeline Digital common stock trades in excess of $2.60 per share for 20 trading days out of any 30 trading day period. | |||||||||
The Notes contain customary events of default. Upon the occurrence of any event of default the interest rate under the Notes will increase. In addition, upon the occurrence of a payment default under the Notes, Bridgeline Digital must pay a premium equal to 20% of the outstanding principal amount of the Notes. In the event of a change in control of Bridgeline Digital while the Notes are outstanding, Bridgeline Digital will provide the holders of the Notes with the opportunity to convert the Notes immediately prior to the change in control. In the event the holders of the Notes do not elect to convert the Notes, Bridgeline Digital may prepay all outstanding principal and accrued interest under the Notes. | |||||||||
The placement agent for both transactions was Taglich Brothers, Inc. As compensation for the initial transaction on September 30 2013, Bridgeline Digital paid a fee of $160 and issued to Taglich Brothers, Inc., or its designees, five-year warrants to purchase an aggregate of 153,846 shares of common stock at an exercise price equal to $1.30 per share. The warrants are first exercisable on March 30, 2014, and provide the holders piggyback registration rights with respect to the shares of common stock underlying the warrants and contain a cashless exercise provision. As compensation for the Second Closing, Bridgeline Digital paid Taglich Brothers, Inc. a fee of $80 and issued to Taglich Brothers, Inc., or its designees, five-year warrants to purchase an aggregate of 76,923 shares of common stock at an exercise price equal to $1.30 per share. The warrants are first exercisable on May 6, 2014, provide the holders piggyback registration rights with respect to the shares of common stock underlying the warrants and contain a cashless exercise provision. Fair market value of the warrants are $49 and is included in current liabilities and non-current debt with the offsetting amount recorded to additional paid in capital in the Condensed Consolidated Balance Sheet. The fair market value of the warrants will be amortized on a straight-line basis over the estimated life of two years. | |||||||||
The shares of common stock issuable upon conversion of the Notes and upon exercise of the warrants are restricted securities and may be sold only pursuant to Rule 144 or in another transaction exempt from the registration requirements under the Securities Act of 1933. Pursuant to the terms of the Purchase Agreement, Bridgeline Digital has agreed to provide piggyback registration rights with respect to the shares of common stock issuable upon conversion of the Notes in the event Bridgeline Digital files a registration statement, with certain limited exceptions. | |||||||||
Subordinated Promissory Notes | |||||||||
In May 2010, in connection with the acquisition of TMX, the Company issued a $500 subordinated promissory note (“the Note”) payable to TMX. The Note is subordinated to the Company’s primary lender and is payable in twelve quarterly installments of $42, plus interest at 1%, with the first payment due on January 15, 2011. The Note may be paid in whole or in part at any time without discount, premium, or penalty. | |||||||||
In May 2012, the Company assumed two Promissory Notes in connection with the acquisition of MarketNet, Inc. The first Promissory Note in the amount of $63 is payable in eight equal installments of $8, including interest accrued at 5%, and matured in May 2014 and was paid in full. The first installment was paid in July 2012. The second Promissory Note in the amount of $80 is payable in twelve equal installments of $7, including interest accrued at 5%, and matures in May 2015. The first installment was paid in July 2012. |
Note_7_Fair_Value_Measurement_
Note 7 - Fair Value Measurement and Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
7. Fair Value Measurement and Fair Value of Financial Instruments | |||||||||||||||||
The Company follows ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) for fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is 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. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. | |||||||||||||||||
The hierarchy established under ASC 820 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). | |||||||||||||||||
Level 1 –Quoted prices in active markets for identical assets or liabilities; | |||||||||||||||||
Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
The Company’s other financial instruments consist principally of accounts receivable, accounts payable, and debt. The Company believes the recorded values for accounts receivable and accounts payable approximate current fair values as of June 30, 2014 and September 30, 2013 because of their nature and durations. The carrying value of debt instruments also approximates fair value as of June 30, 2014 and September 30, 2013 based on acceptable valuation methodologies which use market data of similar size and situated debt issues. | |||||||||||||||||
Assets and liabilities of the Company measured at fair value on a recurring basis as of June 30, 2014 and September 30, 2013 are as follows: | |||||||||||||||||
30-Jun-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Financial Liabilities: | |||||||||||||||||
Contingent consideration related to acquisitions | $ | 1,047 | $ | 1,047 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 1,047 | $ | 1,047 | |||||||||
30-Sep-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Financial Liabilities: | |||||||||||||||||
Contingent consideration related to acquisitions | $ | 1,511 | $ | 1,511 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 1,511 | $ | 1,511 | |||||||||
The Company determines the fair value of acquisition-related contingent consideration based on assessment of the probability that the Company would be required to make such future payments. Changes to the fair value of contingent consideration are recorded in general and administrative expenses. The following table provides a rollforward of the fair value, as determined by Level 3 inputs, of the contingent consideration. | |||||||||||||||||
Contingent Consideration | |||||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Balance at September 30, 2013 | $ | 1,511 | |||||||||||||||
Payments | (464 | ) | |||||||||||||||
Balance at June 30, 2014 | $ | 1,047 | |||||||||||||||
Note_8_Other_Long_Term_Liabili
Note 8 - Other Long Term Liabilities | 9 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] | ' |
8. Other Long Term Liabilities | |
Deferred Rent | |
In connection with leases for the Company’s headquarters in Burlington, Massachusetts and New York, the Company made investments in leasehold improvements at these locations of approximately $1.4 million, of which the respective landlords funded approximately $857. The capitalized leasehold improvements are being amortized over the life of each lease. The improvements funded by the landlords are treated as lease incentives. Accordingly, the funding received from the landlords was recorded as fixed asset additions and a deferred rent liability on the Condensed Consolidated Balance Sheet. As of June 30, 2014, $137 was reflected in Accrued Liabilities and $775 is reflected in Other Long Term Liabilities. The deferred rent liability is being amortized as a reduction of rent expense over the lives of the leases. |
Note_9_Shareholders_Equity
Note 9 - Shareholder's Equity | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||
9. Shareholders’ Equity | |||||||||||||||||
Common Stock | |||||||||||||||||
In March 2014, the Company sold 3,200,000 shares of common stock at $0.95 per share for gross proceeds of $3 million in a private placement. Net proceeds to the Company after offering expenses were approximately $2.7 million. In addition, the Company issued the placement agent five year warrants to purchase an aggregate of 320,000 shares of Bridgeline’s common stock at a price equal to $1.05 per share. There are no plans to register the common stock issued in this offering, however in the event the Company does register other Common stock, the Company agreed to provide piggyback registration rights with respect to the shares of common stock sold in the offering and underlying the warrants. | |||||||||||||||||
In January 2014, the Company issued 56,897 shares of common stock at $1.16 per share to four members of its Board of Directors in lieu of cash payments for their services as board members. The shares vest in equal installments on a monthly basis through the end of the service period of September 30, 2014. The aggregate fair value of the shares is $66 and will be expensed over the service period. A total of $19 was recorded as expense in the three months ended June 30, 2014. | |||||||||||||||||
In connection with the acquisition of ElementsLocal on August 1, 2013, the Company issued 526,438 shares to the sellers of ElementsLocal. In addition, contingent consideration not to exceed 338,461 shares of Bridgeline Digital common stock is contingently issuable to the sellers of ElementsLocal. The contingent consideration is payable quarterly over the 12 consecutive calendar quarters following the acquisition, contingent upon the acquired business achieving certain revenue targets. As of June 30, 2014, the stockholders of ElementsLocal earned 84,615 shares of common stock, with 28,205 shares issued during the three months ended June 30, 2014. | |||||||||||||||||
On June 19, 2013, the Company sold 2,300,000 shares of common stock at $1.00 per share for gross proceeds of $2.3 million in a private placement. Net proceeds to the Company after offering expenses were approximately $2.1 million. In addition, the Company issued the investors and placement agent and its affiliates five year warrants to purchase an aggregate of 460,000 and 230,000 shares, respectively, of Bridgeline’s common stock at a price equal to $1.25 per share. There are no plans to register the common stock issued in this offering, however in the event the Company does register other Common stock, the Company agreed to provide piggyback registration rights with respect to the shares of common stock sold in the offering and underlying the warrants. | |||||||||||||||||
In connection with the acquisition of MarketNet on May 31, 2012, contingent consideration of 204,331 shares of Bridgeline Digital common stock is contingently issuable to the sole stockholder of MarketNet. The contingent consideration is payable quarterly over the 12 consecutive calendar quarters following the acquisition, contingent upon the acquired business achieving certain operating and revenue targets. The common stock has been issued and is being held in escrow pending satisfaction of the applicable earnout targets. As of June 30, 2014, the sole stockholder of MarketNet earned 119,196 shares of common stock, with 17,028 shares issued during the three months ended June 30, 2014. In addition, MarketNet is also eligible to earn additional equity consideration of 200,000 shares of Bridgeline Digital common stock if a certain annual revenue threshold is met in any fiscal year during the next three years. | |||||||||||||||||
In connection with the acquisition of Magnetic Corporation on October 3, 2011, contingent consideration of 166,666 shares of Bridgeline Digital common stock is contingently issuable to the sole stockholder of Magnetic. The contingent consideration is payable quarterly over the 12 consecutive calendar quarters following the acquisition, contingent upon the acquired business achieving certain operating and revenue targets. The common stock has been issued and is being held in escrow pending satisfaction of the applicable earnout targets. As of June 30, 2014, the sole stockholder of Magnetic earned 152,768 shares of common stock, with 13,898 shares issued during the three months ended June 30, 2014. | |||||||||||||||||
In order to increase employee retention and employee morale, in October 2011, the Company offered its employees the opportunity to have certain outstanding options modified by (i) reducing the grant exercise price to $0.67, the fair market value of the common stock as of the modification date and (ii) starting a new three year vesting schedule. The aggregate fair value of the modified options of approximately $90 was calculated using the difference in value between the original terms and the new terms as of the modification date. The incremental cost of the modified option over the original option will be recognized as additional compensation expense over the new three year vesting period beginning on the date of modification. This opportunity was generally limited to options issued subsequent to the October 2008 repricing described in Note 11 to the Company’s Annual Report on Form 10-K for fiscal 2011. Options to purchase a total of 697,667 shares of common stock were exchanged for new grants in the October 28, 2011 repricing. | |||||||||||||||||
The Company has granted common stock, common stock warrants, and common stock option awards (the “Equity Awards”) to employees, consultants, advisors and debt holders of the Company and to former owners and employees of acquired companies that have become employees of the Company. At June 30, 2014, the Company maintained one stock option plan and one employee stock purchase plan. | |||||||||||||||||
Amended and Restated Stock Incentive Plan | |||||||||||||||||
Effective April 2013, the Company’s Amended and Restated Stock Incentive Plan (the “Plan”) provides for the issuance of up to 3,900,000 million shares of common stock. The Plan authorizes the award of incentive stock options, non-statutory stock options, restricted stock, unrestricted stock, performance shares, stock appreciation rights and any combination thereof to employees, officers, directors, consultants, independent contractors and advisors of the Company. Options granted under the Plan may be granted with contractual lives of up to ten years. There were 3,600,389 options outstanding reserved under the Plan as of June 30, 2014 and 299,611 shares available for future issuance. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
On April 12, 2012, the Company’s stockholders approved and adopted the Bridgeline Digital, Inc. 2012 Employee Stock Purchase Plan (the “ESPP”). Under the terms of the ESPP, the Company will grant eligible employees the right to purchase shares of Bridgeline common stock through payroll deductions at a price equal to 85% of the fair market value of Bridgeline common stock on the purchase termination date of defined offering or purchase periods. Each offering period is six months in duration. The ESPP permits the Company to offer up to 300,000 shares of common stock. The maximum number of shares of common stock that may be purchased by all participants in any purchase period may not exceed 150,000 shares. During the quarter ended June 30, 2014, employees purchased 12,318 shares of common stock for the most recent offering period. | |||||||||||||||||
Common Stock Warrants | |||||||||||||||||
On October 21, 2010, the Company issued 50,000 common stock warrants to purchase shares of the Company’s common stock to a non-employee consultant as compensation for services rendered. The warrants vested over a one year period and expire on October 15, 2015. Of the warrants issued, 25,000 are exercisable at an exercise price of $1.00 per share and 25,000 are exercisable at an exercise price of $2.00 per share. | |||||||||||||||||
On May 31, 2012, the Company issued five year warrants to the placement agent in the Company’s private placement. The warrants are exercisable to purchase 217,931 shares of the Company’s common stock at a price equal to $1.40 per share. | |||||||||||||||||
On June 19, 2013, the Company issued five year warrants to the investors and placement agent in the Company’s private placement. The warrants are exercisable to purchase 460,000 and 230,000 shares, respectively, of the Company’s common stock at a price equal to $1.25 per share. | |||||||||||||||||
On September 30, 2013, the Company issued five year warrants to the placement agent in the Company’s placement of subordinated convertible debt. The warrants are exercisable to purchase 153,846 of the Company’s common stock at a price equal to $1.30 per share. The warrants are first exercisable on March 30, 2014, provide the holders piggyback registration rights with respect to the shares of common stock underlying the warrants and contain a cashless exercise provision. | |||||||||||||||||
On November 1, 2013, the Company issued five year warrants to the placement agent in the Company’s placement of subordinated convertible debt. The warrants are exercisable to purchase 76,923 shares of the Company’s common stock at a price equal to $1.30 per share. The warrants are first exercisable on May 6, 2014, provide the holders piggyback registration rights with respect to the shares of common stock underlying the warrants and contain a cashless exercise provision. | |||||||||||||||||
On March 28, 2014, the Company issued five year warrants to the investors and placement agent in the Company’s private placement. The warrants are exercisable to purchase 320,000 shares of the Company’s common stock at a price equal to $1.05 per share. | |||||||||||||||||
As of June 30, 2014: (i) placement agent warrants to purchase 217,931, 230,000, 230,769, and 320,000 shares at an exercise price of $1.40, $1.25, $1.30 and $1.05, respectively are outstanding; (ii) investor warrants to purchase 460,000 shares at an exercise price of $1.25, and (iii) warrants issued to a non-employee consultant to purchase 25,000 shares at an exercise price of $1.00 and 25,000 shares at an exercise price of $2.00 are outstanding. | |||||||||||||||||
Summary of Option and Warrant Activity and Outstanding Shares | |||||||||||||||||
Stock Options | Stock Warrants | ||||||||||||||||
Options | Weighted | Warrants | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding, September 30, 2013 | 2,872,844 | $ | 0.94 | 1,111,777 | $ | 1.3 | |||||||||||
Granted | 1,147,500 | $ | 1.11 | 396,923 | $ | 1.1 | |||||||||||
Exercised | (215,087 | ) | $ | 0.83 | - | - | |||||||||||
Forfeited or expired | (204,868 | ) | $ | 1.22 | - | - | |||||||||||
Outstanding, June 30, 2014 | 3,600,389 | $ | 0.98 | 1,508,700 | $ | 1.25 | |||||||||||
Note_10_Accumulated_Other_Comp
Note 10 - Accumulated Other Comprehensive Loss | 9 Months Ended | ||||
Jun. 30, 2014 | |||||
Disclosure Text Block [Abstract] | ' | ||||
Comprehensive Income (Loss) Note [Text Block] | ' | ||||
10. Accumulated Other Comprehensive Loss | |||||
The following table presents changes in accumulated other comprehensive loss for nine months ended June 30, 2014: | |||||
Cumulative | |||||
Foreign Currency | |||||
Translation | |||||
Adjustment | |||||
Balance at September 30, 2013 | $ | (162 | ) | ||
Foreign currency translation adjustment | (143 | ) | |||
Balance at June 30, 2014 | $ | (305 | ) | ||
Note_11_Net_Loss_Per_Share
Note 11 - Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
11. Net Loss Per Share | |||||||||||||||||
Basic and diluted net loss per share is computed as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss | $ | (1,306 | ) | $ | (1,569 | ) | $ | (4,397 | ) | $ | (2,893 | ) | |||||
Weighted average common shares outstanding - basic and diluted | 21,296 | 15,038 | 19,028 | 14,902 | |||||||||||||
Net loss per share - basic and diluted | $ | (0.06 | ) | $ | (0.10 | ) | $ | (0.23 | ) | $ | (0.19 | ) | |||||
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period plus the dilutive effect of outstanding stock options and warrants using the “treasury stock” method. The computation of diluted earnings per share does not include the effect of outstanding stock options and warrants that are anti-dilutive. | |||||||||||||||||
For the three and nine months ended June 30, 2014, options to purchase shares of the Company’s common stock of 333,972 and 503,564 were excluded from the computation of diluted net loss per share as the effect was anti-dilutive to the Company’s net loss. Warrants to purchase 1,508,700 shares of common stock and contingent shares to be issued in connection with prior acquisitions of e.Magination, Marketnet, Magnetic, and ElementsLocal have also been excluded as they are anti-dilutive to the Company’s net loss. |
Note_12_Income_Taxes
Note 12 - Income Taxes | 9 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
12. Income Taxes | |
Income tax expense was $24 and $21 for the three months ended June 30, 2014 and 2013 and $80 and $110 for the nine months ended June 30, 2014 and 2013, respectively. Income tax expense consists of the estimated liability for federal and state income taxes owed by the Company, including the alternative minimum tax. Net operating loss carry forwards are estimated to be sufficient to offset additional taxable income for all periods presented. | |
The Company does not provide for U.S. income taxes on the undistributed earnings of its Indian subsidiary, which the Company considers to be a permanent investment. |
Note_13_Related_Party_Transact
Note 13 - Related Party Transactions | 9 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
13. Related Party Transactions | |
In October 2013, Michael Taglich joined the Board of Directors. Mr. Taglich is the Chairman and President of Taglich Brothers, Inc. a New York based securities firm. Taglich Brothers, Inc. was the agent for the past three private placements of Bridgeline Digital common stock which took place in 2012, 2013 and in March 2014. Taglich Brothers, Inc was also the agent for Bridgeline’s convertible debt offerings of $2 million and $1 million in September and November 2013, respectively. Mr. Taglich personally owns 467,000 shares of Bridgeline. Other employees, affiliates and clients of Taglich Brothers, Inc. own approximately 6,200,000 shares of Bridgeline stock. The fees paid to Taglich Brothers, Inc. in connection with the 2012, 2013 and 2014 private placements of common stock were $651. Fees paid to Taglich Brothers, Inc. in connection with the 2013 convertible debt offerings were $240. The Company also has an annual service contract for $18 with Taglich Brothers, Inc to perform market research. |
Note_14_Legal_Proceedings
Note 14 - Legal Proceedings | 9 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
14. Legal Proceedings | |
The Company is subject to ordinary routine litigation and claims incidental to its business. As of June 30, 2014, the Company was not engaged with any material legal proceedings. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Basis of Presentation and Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant inter-company accounts and transactions have been eliminated in consolidation. | |
Basis of Accounting, Policy [Policy Text Block] | ' |
Unaudited Interim Financial Information | |
The accompanying interim Condensed Consolidated Balance Sheet as of June 30, 2014 and September 30, 2013, and the interim Condensed Consolidated Statements of Operations, Comprehensive Loss, and Cash Flows for the three and nine months ended June 30, 2014 and 2013 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and with the instructions to Form 10-Q and Regulation S-X, and in the opinion of the Company’s management have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended September 30, 2013. These interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation of the Company’s financial position at June 30, 2014 and September 30, 2013 and the results of its operations and cash flows for the three and nine months ended June 30, 2014 and 2013, respectively. The results for the nine months ended June 30, 2014 are not necessarily indicative of the results to be expected for the year ending September 30, 2014. The accompanying September 30, 2013 Condensed Consolidated Balance Sheet has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by US GAAP for complete financial statements. | |
Subsequent Events, Policy [Policy Text Block] | ' |
Subsequent Events | |
The Company evaluated subsequent events through the date of this filing and concluded there were no material subsequent events requiring adjustment to or disclosure in these interim condensed consolidated financial statements. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board (“FASB”) issued a standards update on accounting for share-based payments when the terms of the award provide that a performance target could be achieved after a requisite service period. The standard is effective beginning January 1, 2016, with early adoption permitted. Management does not expect it to have a material impact on our consolidated financial position, results of operations or cash flows. | |
In May 2014, the FASB issued a standard on revenue recognition providing a single, comprehensive revenue recognition model for all contracts with customers. The revenue standard is based on the principle that revenue should be recognized 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 standard is effective beginning January 1, 2017, with no early adoption permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. Management is currently evaluating the adoption method options and the impact of this new guidance on our condensed consolidated financial statements. | |
In April 2014, the FASB issued new accounting guidance on reporting discontinued operations and disclosures of disposals of components of an entity which clarifies the scope of what should be reported as discontinued operations and expands required disclosures. This new guidance is effective beginning October 1, 2015, with early adoption permitted. The impact of this guidance will be dependent on the nature and significance of any transactions within the scope of this new guidance. | |
In July 2013, the FASB issued new guidance on the presentation of unrecognized tax benefits. This guidance requires an unrecognized tax benefit related to a net operating loss carryforward, a similar tax loss or a tax credit carryforward to be presented as a reduction to a deferred tax asset, unless the tax benefit is not available at the reporting date to settle any additional income taxes under the tax law of the applicable tax jurisdiction. The guidance is effective for the fiscal years and interim periods beginning after December 15, 2013 with early adoption permitted. Management is in the process of evaluating the effects of this guidance but does not believe it will have a significant impact on our condensed consolidated financial statements. | |
All other Accounting Standards Updates issued but not yet effective are not expected to have a material effect on the Company’s future financial statements. |
Note_3_Accounts_Receivable_and1
Note 3 - Accounts Receivable and Unbilled Receivables (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | ||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Accounts receivable | $ | 3,704 | $ | 3,188 | |||||
Unbilled receivables | 222 | 111 | |||||||
Subtotal | 3,926 | 3,299 | |||||||
Allowance for doubtful accounts | (99 | ) | (105 | ) | |||||
Accounts receivable and unbilled receivables, net | $ | 3,827 | $ | 3,194 |
Note_4_Intangible_Assets_Table
Note 4 - Intangible Assets (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Domain and trade names | $ | 11 | $ | 34 | |||||
Customer related | 1,412 | 1,182 | |||||||
Non-compete agreements | 306 | 301 | |||||||
Balance at end of period | $ | 1,729 | $ | 1,517 |
Note_5_Goodwill_Tables
Note 5 - Goodwill (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Balance at beginning of period | $ | 23,777 | $ | 21,545 | |||||
Acquisitions | - | 1,897 | |||||||
Contingent acquisition payments | - | 83 | |||||||
Purchase price allocation adjustments | (626 | ) | 252 | ||||||
Balance at end of period | $ | 23,151 | $ | 23,777 |
Note_6_Debt_Tables
Note 6 - Debt (Tables) | 9 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
As of | As of | ||||||||
30-Jun-14 | 30-Sep-13 | ||||||||
Line of credit borrowings | $ | 2,913 | $ | 3,504 | |||||
Bank term loan | - | 272 | |||||||
Subordinated convertible debt | 3,000 | 2,000 | |||||||
Subordinated promissory notes | 28 | 114 | |||||||
Other (debt warrants) | (48 | ) | - | ||||||
Total debt | $ | 5,901 | $ | 5,890 | |||||
Less current portion | $ | - | $ | 1,165 | |||||
Long term debt, net of current portion | $ | 5,901 | $ | 4,725 |
Note_7_Fair_Value_Measurement_1
Note 7 - Fair Value Measurement and Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
30-Jun-14 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Financial Liabilities: | |||||||||||||||||
Contingent consideration related to acquisitions | $ | 1,047 | $ | 1,047 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 1,047 | $ | 1,047 | |||||||||
30-Sep-13 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Financial Liabilities: | |||||||||||||||||
Contingent consideration related to acquisitions | $ | 1,511 | $ | 1,511 | |||||||||||||
Total Liabilities | $ | - | $ | - | $ | 1,511 | $ | 1,511 | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||
Contingent Consideration | |||||||||||||||||
As of June 30, 2014 | |||||||||||||||||
Balance at September 30, 2013 | $ | 1,511 | |||||||||||||||
Payments | (464 | ) | |||||||||||||||
Balance at June 30, 2014 | $ | 1,047 |
Note_9_Shareholders_Equity_Tab
Note 9 - Shareholder's Equity (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||||||||||
Stock Options | Stock Warrants | ||||||||||||||||
Options | Weighted | Warrants | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding, September 30, 2013 | 2,872,844 | $ | 0.94 | 1,111,777 | $ | 1.3 | |||||||||||
Granted | 1,147,500 | $ | 1.11 | 396,923 | $ | 1.1 | |||||||||||
Exercised | (215,087 | ) | $ | 0.83 | - | - | |||||||||||
Forfeited or expired | (204,868 | ) | $ | 1.22 | - | - | |||||||||||
Outstanding, June 30, 2014 | 3,600,389 | $ | 0.98 | 1,508,700 | $ | 1.25 |
Note_10_Accumulated_Other_Comp1
Note 10 - Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended | ||||
Jun. 30, 2014 | |||||
Disclosure Text Block [Abstract] | ' | ||||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | ' | ||||
Cumulative | |||||
Foreign Currency | |||||
Translation | |||||
Adjustment | |||||
Balance at September 30, 2013 | $ | (162 | ) | ||
Foreign currency translation adjustment | (143 | ) | |||
Balance at June 30, 2014 | $ | (305 | ) |
Note_11_Net_Loss_Per_Share_Tab
Note 11 - Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net loss | $ | (1,306 | ) | $ | (1,569 | ) | $ | (4,397 | ) | $ | (2,893 | ) | |||||
Weighted average common shares outstanding - basic and diluted | 21,296 | 15,038 | 19,028 | 14,902 | |||||||||||||
Net loss per share - basic and diluted | $ | (0.06 | ) | $ | (0.10 | ) | $ | (0.23 | ) | $ | (0.19 | ) |
Note_1_Description_of_Business1
Note 1 - Description of Business (Details) | Jun. 30, 2014 |
Disclosure Text Block [Abstract] | ' |
Number Of Subsidiaries | 1 |
Note_3_Accounts_Receivable_and2
Note 3 - Accounts Receivable and Unbilled Receivables (Details) - Accounts Receivable and Unbilled Receivables (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables | $3,926 | $3,299 |
Allowance for doubtful accounts | -99 | -105 |
Accounts receivable and unbilled receivables, net | 3,827 | 3,194 |
Trade Accounts Receivable [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables | 3,704 | 3,188 |
Unbilled Receivables [Member] | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' |
Receivables | $222 | $111 |
Note_4_Intangible_Assets_Detai
Note 4 - Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Disclosure Text Block [Abstract] | ' | ' | ' | ' |
Amortization of Intangible Assets | $157 | $117 | $498 | $391 |
Note_4_Intangible_Assets_Detai1
Note 4 - Intangible Assets (Details) - Changes in the Carrying Amount of Intangible Assets (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Asset | $1,729 | $1,517 |
Domain and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Asset | 11 | 34 |
Customer Related [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Asset | 1,412 | 1,182 |
Noncompete Agreements [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible Asset | $306 | $301 |
Note_5_Goodwill_Details_Change
Note 5 - Goodwill (Details) - Changes in the Carrying Amount of Goodwill (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Sep. 30, 2013 |
Changes in the Carrying Amount of Goodwill [Abstract] | ' | ' |
Balance at beginning of period | $23,777 | $21,545 |
Acquisitions | ' | 1,897 |
Contingent acquisition payments | ' | 83 |
Purchase price allocation adjustments | -626 | 252 |
Balance at end of period | $23,151 | $23,777 |
Note_6_Debt_Details
Note 6 - Debt (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 37 Months Ended | |||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2013 | Nov. 06, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Nov. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Apr. 30, 2011 | Apr. 30, 2011 | Apr. 30, 2011 | Jul. 31, 2013 | Feb. 28, 2013 | Jun. 30, 2013 | Jul. 31, 2013 | Feb. 28, 2013 | 31-May-11 | Apr. 30, 2011 | Apr. 30, 2011 | Feb. 28, 2013 | 31-May-12 | 31-May-11 | Apr. 30, 2011 | 31-May-10 | 31-May-12 | 31-May-15 | |
Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Convertible Subordinated Debt [Member] | Convertible Subordinated Debt [Member] | BridgeBank Loan Agreement [Member] | BridgeBank Loan Agreement [Member] | BridgeBank Loan Agreement [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | SVB [Member] | Subordinated Promissory Note [Member] | First Promissory Note Assumed [Member] | Second Promissory Note Assumed [Member] | ||||
Prime Rate [Member] | Maximum Revolving Credit Advances [Member] | Acquisitions [Member] | Working Capital Purposes [Member] | Bank Term Loan [Member] | Bank Term Loan [Member] | Bank Term Loan [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | TMX [Member] | |||||||||||||||||
Prime Rate [Member] | Prime Rate [Member] | Minimum [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Note 6 - Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '27 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | $5,000,000 | $3,000,000 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' |
Line Of Credit Facility Percent Of Eligible Receivables | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | 80.00% | ' | ' | ' |
Maximum Out Of Formula Borrowings If Available Borrowing Is Less Than $5 Million | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | 2.75% | 1.75% | ' | 2.25% | 1.25% | 1.75% | 1.00% | 1.25% | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | 611,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 329,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' |
Line Of Credit Maturity Date Extension Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '1 year | '1 year | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 500,000 | ' | ' |
Term Loan Repayment Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | ' | ' | 3,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 2,749,000 | 2,062,000 | ' | ' | ' | ' | 1,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 5.00% | 5.00% |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $1.30 | $1.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Limit, Percentage Of Common Shares Outstanding | ' | ' | ' | ' | ' | ' | 4.99% | 4.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Early Payment Penalty, Percentage Of Prepaid Principle | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Stock Price Trigger (in Dollars per share) | ' | ' | ' | ' | ' | ' | $2.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Trading Days | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment Required Upon Default, Percentage Of Outstanding Principal | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Brokerage Fees | ' | ' | ' | 80,000 | 160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | 76,923 | 153,846 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $1.25 | ' | $1.30 | $1.30 | $1.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants and Rights Outstanding | ' | ' | ' | ' | ' | 49,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Amortizaion, Number Of Years | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,000 | 8,000 | 7,000 |
Noncash or Part Noncash Acquisition, Debt Assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $63,000 | $80,000 |
Note_6_Debt_Details_Debt
Note 6 - Debt (Details) - Debt (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Total debt | $5,901 | $5,890 |
Less current portion | ' | 1,165 |
Long term debt, net of current portion | 5,901 | 4,725 |
Line of Credit Borrowings [Member] | ' | ' |
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Debt | 2,913 | 3,504 |
Bank Term Loan [Member] | ' | ' |
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Debt | ' | 272 |
Subordinated Convertible Debt [Member] | ' | ' |
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Debt | 3,000 | 2,000 |
Subordinated Promissory Note [Member] | ' | ' |
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Debt | 28 | 114 |
Debt Warrants [Member] | ' | ' |
Note 6 - Debt (Details) - Debt [Line Items] | ' | ' |
Debt | ($48) | ' |
Note_7_Fair_Value_Measurement_2
Note 7 - Fair Value Measurement and Fair Value of Financial Instruments (Details) - Assets and Liabilities Measured at Fair Values on a Recurring Basis (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Financial Liabilities: | ' | ' |
Contingent consideration related to acquisitions | $1,047 | $1,511 |
Total Liabilities | 1,047 | 1,511 |
Estimate of Fair Value Measurement [Member] | ' | ' |
Financial Liabilities: | ' | ' |
Contingent consideration related to acquisitions | 1,047 | 1,511 |
Total Liabilities | $1,047 | $1,511 |
Note_7_Fair_Value_Measurement_3
Note 7 - Fair Value Measurement and Fair Value of Financial Instruments (Details) - Changes in Fair Value of Contingent Consideration (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Changes in Fair Value of Contingent Consideration [Abstract] | ' |
Balance | $1,511 |
Payments | -464 |
Balance | $1,047 |
Note_8_Other_Long_Term_Liabili1
Note 8 - Other Long Term Liabilities (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | ||
Note 8 - Other Long Term Liabilities (Details) [Line Items] | ' | ' |
Leasehold Improvements, Gross | $1,400 | ' |
Other Liabilities, Noncurrent | 1,010 | 1,088 |
Paid By Landlord [Member] | ' | ' |
Note 8 - Other Long Term Liabilities (Details) [Line Items] | ' | ' |
Leasehold Improvements, Gross | 857 | ' |
Leasehold Improvements [Member] | ' | ' |
Note 8 - Other Long Term Liabilities (Details) [Line Items] | ' | ' |
Accrued Liabilities | 137 | ' |
Other Liabilities, Noncurrent | $775 | ' |
Note_9_Shareholders_Equity_Det
Note 9 - Shareholder's Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 26 Months Ended | 0 Months Ended | 33 Months Ended | 0 Months Ended | 3 Months Ended | 11 Months Ended | |||||||||||||||||||||||||||||||
Jun. 19, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Oct. 28, 2011 | Jun. 30, 2014 | Sep. 30, 2013 | Apr. 12, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 19, 2013 | Mar. 31, 2014 | 31-May-12 | Mar. 28, 2014 | 31-May-13 | Jun. 30, 2014 | Jun. 19, 2013 | Mar. 28, 2014 | Jun. 19, 2013 | Jun. 30, 2014 | Oct. 21, 2010 | Jun. 30, 2014 | Oct. 21, 2010 | Jun. 30, 2014 | Oct. 21, 2010 | Jun. 30, 2014 | Oct. 21, 2010 | Oct. 21, 2010 | Oct. 21, 2010 | Nov. 30, 2013 | Sep. 30, 2013 | Nov. 01, 2013 | Oct. 31, 2011 | Apr. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-12 | Jun. 30, 2014 | Oct. 03, 2011 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 30, 2013 | Apr. 12, 2012 | Aug. 01, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 12, 2012 | |
Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Investors [Member] | Investors [Member] | Investors and Placement Agent [Member] | Investors and Placement Agent [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Non-Employee Consultant [Member] | Subordinated Convertible Debt [Member] | Subordinated Convertible Debt [Member] | Subordinated Convertible Debt [Member] | Modified Options [Member] | Employee Stock Option [Member] | Shares Issued [Member] | Shares Issued [Member] | Additional Equity Consideration Eligible to Earn [Member] | MarketNet, Inc. [Member] | MarketNet, Inc. [Member] | Magnetic Corporation [Member] | Magnetic Corporation [Member] | Amended and Restated Stock Incentive Plan [Member] | Amended and Restated Stock Incentive Plan [Member] | Employee Stock Purchase Plan [Member] | Elements Local [Member] | Elements Local [Member] | Elements Local [Member] | Maximum Number of Shares Purchased in any Purchase Period [Member] | ||||||||
Exercisable at $1.40 Per Share [Member] | Exercisable At 1.25 Per Share [Member] | Exercisable at $1.30 per Share [Member] | Exercisable at $1.05 per Share [Member] | Exercisable At 1.25 Per Share [Member] | Exercisable at $1 Per Share [Member] | Exercisable at $1 Per Share [Member] | Exercisable at $2 Per Share [Member] | Exercisable at $2 Per Share [Member] | First 25,000 Shares [Member] | First 25,000 Shares [Member] | Remaining 25,000 Shares [Member] | Remaining 25,000 Shares [Member] | Amended and Restated Stock Incentive Plan [Member] | MarketNet, Inc. [Member] | Magnetic Corporation [Member] | MarketNet, Inc. [Member] | Employee Stock Purchase Plan [Member] | ||||||||||||||||||||||||||||||||
Note 9 - Shareholder's Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 2,300,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | $1 | $0.95 | $1.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Proceeds From Sale Of Stock (in Dollars) | $2,300,000 | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock (in Dollars) | 2,100,000 | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | '5 years | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | 217,931 | 230,000 | 230,769 | 320,000 | 230,000 | 320,000 | 217,931 | 320,000 | ' | 460,000 | 460,000 | ' | ' | 25,000 | 25,000 | 25,000 | 25,000 | ' | ' | ' | ' | ' | 50,000 | ' | 153,846 | 76,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | ' | ' | $1.25 | $1.30 | ' | $1.40 | $1.25 | $1.30 | $1.05 | ' | $1.05 | ' | $1.05 | $1.40 | $1.25 | ' | ' | $1.25 | ' | ' | ' | ' | $1 | $1 | $2 | $2 | ' | ' | ' | $1.30 | $1.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | 56,897 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | ' | ' | 66,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | ' | 19,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,028 | 13,898 | 200,000 | 204,331 | 119,196 | 166,666 | 152,768 | ' | ' | ' | 526,438 | 28,205 | 84,615 | ' |
Business Acquisition, Contingent Consideration, Maximum Shares Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 338,461 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | ' | ' | ' | ' | $0.98 | $0.94 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Shares Exchanged For New Grants | ' | ' | ' | 697,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,900,000,000,000 | 300,000 | ' | ' | ' | 150,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | ' | ' | ' | 3,600,389 | 2,872,844 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,389 | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 299,611 | ' | ' | ' | ' | ' | ' |
Employee Stock Purchase Plan Percent Of Market Value | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | ' | ' | ' | ' | 12,318 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting Period For Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_9_Shareholders_Equity_Det1
Note 9 - Shareholder's Equity (Details) - Summary of Option and Warrant Activity and Outstanding Shares (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Summary of Option and Warrant Activity and Outstanding Shares [Abstract] | ' |
Outstanding, September 30, 2013 | 2,872,844 |
Outstanding, September 30, 2013 | $0.94 |
Outstanding, September 30, 2013 | 1,111,777 |
Outstanding, September 30, 2013 | $1.30 |
Outstanding, June 30, 2014 | 3,600,389 |
Outstanding, June 30, 2014 | $0.98 |
Outstanding, June 30, 2014 | 1,508,700 |
Outstanding, June 30, 2014 | $1.25 |
Granted | 1,147,500 |
Granted | $1.11 |
Granted | 396,923 |
Granted | $1.10 |
Exercised | -215,087 |
Exercised | $0.83 |
Forfeited or expired | -204,868 |
Forfeited or expired | $1.22 |
Note_10_Accumulated_Other_Comp2
Note 10 - Accumulated Other Comprehensive Loss (Details) - Accumulated Other Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Accumulated Other Comprehensive Loss [Abstract] | ' | ' | ' | ' |
Balance at September 30, 2013 | ' | ' | ($162) | ' |
Foreign currency translation adjustment | -18 | -12 | -143 | 39 |
Balance at June 30, 2014 | ($305) | ' | ($305) | ' |
Note_11_Net_Loss_Per_Share_Det
Note 11 - Net Loss Per Share (Details) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Equity Option [Member] | ' | ' |
Note 11 - Net Loss Per Share (Details) [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,972 | 503,564 |
Shares To Be Issued In Connection With Acquisitions [Member] | ' | ' |
Note 11 - Net Loss Per Share (Details) [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 1,508,700 |
Note_11_Net_Loss_Per_Share_Det1
Note 11 - Net Loss Per Share (Details) - Basic and Diluted Net Loss Per Share (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Basic and Diluted Net Loss Per Share [Abstract] | ' | ' | ' | ' |
Net loss | ($1,306) | ($1,569) | ($4,397) | ($2,893) |
Weighted average common shares outstanding - basic and diluted | 21,296,484 | 15,037,767 | 19,028,445 | 14,902,419 |
Net loss per share - basic and diluted | ($0.06) | ($0.10) | ($0.23) | ($0.19) |
Note_12_Income_Taxes_Details
Note 12 - Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Income Tax Expense (Benefit) | $24 | $21 | $80 | $110 |
Note_13_Related_Party_Transact1
Note 13 - Related Party Transactions (Details) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Nov. 06, 2013 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Taglich Brothers [Member] | Employee Affiliates and Clients of Taglich Brother [Member] | |||
Annual Service Contract [Member] | Convertible Debt Offerings [Member] | Convertible Debt Offerings [Member] | Convertible Debt Offerings [Member] | Private Placement Of Common Stock [Member] | |||||||
Note 13 - Related Party Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | $1,000,000 | $2,000,000 | ' | ' | ' | ' | ' |
Common Stock, Shares, Outstanding (in Shares) | 21,869,699 | 18,313,765 | ' | ' | ' | ' | ' | ' | ' | 467,000 | 6,200,000 |
Payments for Brokerage Fees | ' | ' | ' | 240,000 | ' | ' | 651,000 | 80,000 | 160,000 | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | $18,000 | ' | ' | ' | ' | ' | ' | ' | ' |