Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | DecisionPoint Systems, Inc. | ||
Entity Central Index Key | 1505611 | ||
Trading Symbol | dpsi | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $5,580,083 | ||
Entity Common Stock, Shares Outstanding | 12,729,563 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $1,616 | $641 |
Accounts receivable, net | 11,497 | 10,504 |
Due from related party | 188 | |
Inventory, net | 2,035 | 1,533 |
Deferred costs | 3,177 | 3,809 |
Deferred tax assets | 21 | 49 |
Prepaid expenses and other current assets | 81 | 188 |
Total current assets | 18,427 | 16,912 |
Property and equipment, net | 145 | 136 |
Other assets, net | 124 | 165 |
Deferred costs, net of current portion | 1,314 | 1,807 |
Goodwill | 8,202 | 8,395 |
Intangible assets, net | 2,045 | 3,907 |
Total assets | 30,257 | 31,322 |
Current liabilities | ||
Accounts payable | 10,000 | 9,774 |
Accrued expenses and other current liabilities | 2,755 | 2,804 |
Lines of credit | 5,811 | 3,883 |
Current portion of debt | 813 | 1,474 |
Due to related parties | 73 | 77 |
Accrued earn out consideration | 319 | |
Unearned revenue | 6,918 | 7,481 |
Total current liabilities | 26,370 | 25,812 |
Long term liabilities | ||
Unearned revenue, net of current portion | 2,015 | 2,481 |
Debt, net of current portion and discount | 1,580 | 1,961 |
Accrued earn out consideration, net of current portion | 149 | |
Deferred tax liabilities | 460 | 740 |
Warrant liability | 519 | 803 |
Other long term liabilities | 61 | 249 |
Total liabilities | 31,170 | 32,195 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY | ||
Cumulative Convertible Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1,547,845 and 1,514,155 shares issued and outstanding, including cumulative and imputed preferred dividends of $2,295 and $1,956, and with a liquidation preference of $13,640 and $13,232 at December 31, 2014 and 2013, respectively | 12,822 | 12,193 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 12,883,446 issued and 12,729,563 outstanding as of December 31, 2014, and December 31, 2013 | 13 | 13 |
Additional paid-in capital | 17,252 | 17,231 |
Treasury stock, 153,883 shares of common stock | -205 | -205 |
Accumulated deficit | -30,292 | -29,475 |
Unearned ESOP shares | -484 | -629 |
Accumulated other comprehensive income | -19 | -1 |
Total stockholders' deficit | -913 | -873 |
Total liabilities and stockholders' deficit | $30,257 | $31,322 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shared authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,547,845 | 1,514,155 |
Preferred stock, shares outstanding | 1,547,845 | 1,514,155 |
Preferred stock, dividends (in dollars) | $2,295 | $1,956 |
Preferred Stock, Liquidation preference (in dollars) | $13,640 | $13,232 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shared authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,883,446 | 12,883,446 |
Common stock, shares outstanding | 12,729,563 | 12,729,563 |
Treasury stock, shares | 153,883 | 153,883 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss)(USD ($)) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | ||
Net sales | $64,546 | $60,692 |
Cost of sales | 50,372 | 47,965 |
Gross profit | 14,174 | 12,727 |
Selling, general and administrative expense | 13,331 | 18,338 |
Adjustment to acquisition related earn-out and bonus obligations | -86 | -820 |
Operating income (loss) | 929 | -4,791 |
Other expense (income): | ||
Interest expense | 867 | 959 |
Fair market value adjustment of warrant liability | -284 | -296 |
Other income, net | 19 | -37 |
Total other expense | 602 | 626 |
Income (loss) before income taxes | 327 | -5,417 |
Tax benefit for income taxes | -197 | -199 |
Net income (loss) | 524 | -5,218 |
Common stock deemed dividend | -263 | |
Cumulative and imputed Series A and B preferred stock dividends | -108 | -108 |
Accrued paid-in-kind dividends on Series D and Series E preferred stock | -289 | |
Cash and Imputed dividends on Series D preferred stock | -1,233 | -580 |
Imputed contingent beneficial converion on Series D preferred stock | -1,343 | |
Net loss attributable to common shareholders | -817 | -7,801 |
Net loss per share - | ||
Basic and diluted | ($0.07) | ($0.80) |
Weighted-average shares outstanding - | ||
Basic and diluted | 12,356,270 | 9,802,810 |
Other comprehensive income (loss), net of tax | ||
Net income (loss) | 524 | -5,218 |
Foreign currency translation adjustment | -18 | -23 |
Comprehensive income (loss) | $506 | ($5,241) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Convertible Preferred stock [Member] | Common Stock [Member] | Additional paid-in capital | Treasury stock | Accumulated deficit | Unearned ESOP shares | Accumulated other comprehensive income |
Balance at Dec. 31, 2012 | $887,000 | $7,370,000 | $9,000 | $16,132,000 | ($205,000) | ($21,674,000) | ($767,000) | $22,000 |
Balance (in shares) at Dec. 31, 2012 | 1,105,000 | 9,300,000 | ||||||
Net income (loss) | -5,218,000 | -5,218,000 | ||||||
Foreign currency translation adjustment | -23,000 | -23,000 | ||||||
Paid-in-kind dividends issued for previously accrued dividends | 289,000 | -289,000 | ||||||
Employee stock-based compensation | 76,000 | 76,000 | ||||||
Accrued and imputed dividends on preferred stock | -423,000 | 1,608,000 | -2,031,000 | |||||
Accrued And imputed Dividends On Preferred Stock, (in shares) | ||||||||
Principal payment from ESOP | 138,000 | 138,000 | ||||||
Common stock issued to employees as part of a specified portion of their annual cash bonus | 83,000 | 83,000 | ||||||
Common stock issued to employees as part of a specified portion of their annual cash bonus (in shares) | 70,000 | |||||||
Convertible Series E Preferred sold in private placement, net of issuance costs | 3,493,000 | 3,215,000 | 278,000 | |||||
Convertible Series E Preferred sold in private placement, net of issuance costs (in shares) | 409,000 | |||||||
Common stock issued in private placement, net of issuance costs | 403,000 | 3,000 | 400,000 | |||||
Common stock issued in private placement, net of issuance costs (in shares) | 2,927,000 | |||||||
Common stock issued as an antidilution adjustment | 1,000 | 262,000 | -263,000 | |||||
Common stock issued as an antidilution adjustment (in shares) | 586,000 | |||||||
Balance at Dec. 31, 2013 | -873,000 | 12,193,000 | 13,000 | 17,231,000 | -205,000 | -29,475,000 | -629,000 | -1,000 |
Balance (in shares) at Dec. 31, 2013 | 1,514,000 | 12,883,000 | ||||||
Net income (loss) | 524,000 | 524,000 | ||||||
Foreign currency translation adjustment | -18,000 | -18,000 | ||||||
Paid-in-kind dividends issued for previously accrued dividends | 289,000 | |||||||
Paid-in-kind dividends issued for previously accrued dividends, (in shares) | 34,000 | |||||||
Employee stock-based compensation | 119,000 | 119,000 | ||||||
Accrued and imputed dividends on preferred stock | -1,001,000 | 340,000 | -1,341,000 | |||||
Accrued And imputed Dividends On Preferred Stock, (in shares) | ||||||||
Principal payment from ESOP | 47,000 | -98,000 | 145,000 | |||||
Balance at Dec. 31, 2014 | ($913,000) | $12,822,000 | $13,000 | $17,252,000 | ($205,000) | ($30,292,000) | ($484,000) | ($19,000) |
Balance (in shares) at Dec. 31, 2014 | 1,548 | 12,883 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net income (loss) | $524 | ($5,218) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,754 | 1,967 |
Amortization of deferred financing costs and note discount | 153 | 181 |
Employee and Director stock-based compensation | 119 | 76 |
Acquisition earn-out adjustment | -820 | |
Change in fair value of warrants | 284 | 296 |
Loss on disposal of property and equipment | 5 | 13 |
ESOP compensation expense | 47 | 138 |
Allowance for doubtful accounts | -46 | 142 |
Deferred taxes, net | -197 | -271 |
Changes in operating assets and liabilities, net of assets and liabilities acquired: | ||
Accounts receivable, net | -976 | 1,615 |
Due from related parties | 181 | |
Inventory, net | -502 | -723 |
Deferred costs | 1,123 | 462 |
Prepaid expenses and other current assets | 106 | 126 |
Other assets, net | 11 | -18 |
Accounts payable | 314 | -1,296 |
Accrued expenses and other current liabilities | 6 | -103 |
Due to related parties | -84 | 76 |
Unearned revenue | -983 | -284 |
Net cash (used in) provided by operating activities | 1,185 | -4,233 |
Cash flows from investing activities | ||
Capital expenditures | -63 | -45 |
Net cash used in investing activities | -63 | -45 |
Cash flows from financing activities | ||
(Repayments) borrowings from lines of credit, net | 1,931 | 459 |
Proceeds from the issuance of term debt | 1,000 | |
Repayment of debt | -1,153 | -2,082 |
Issuance of convertible series E preferred stock | 4,090 | |
Paid financing costs associated with convertible preferred stock offering | -597 | |
Dividends paid | -748 | -423 |
Paid financing costs | -100 | -119 |
Payments for contingent acquisition liability | -84 | |
Common stock issued in private placement, net of costs | 403 | |
Warrants classified as a liability in connection with common stock private placement | 1,099 | |
Net cash provided by (used in) financing activities | -154 | 3,830 |
Effect on cash of foreign currency translation | 7 | -14 |
Net increase (decrease) in cash | 975 | -462 |
Cash at beginning of year | 641 | 1,103 |
Cash at end of year | 1,616 | 641 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 803 | 1,019 |
Income taxes paid | 89 | 258 |
Supplemental disclosure of non-cash financing activities: | ||
Accrued and imputed dividends on preferred stock | 340 | 265 |
Imputed dividends as contingent beneficial converion on series D preferred stock | 1,343 | |
Accrued PIK dividends on series D and Series E preferred stock | 289 | |
Warrants issued in connection with common stock private placement | 1,099 | |
Warrants issued in connection with convertible series E preferred stock | 278 | |
Settlement of earn-out obligation with convertible note payable | 291 | |
Payment of accrued dividends through issuance of PIK shares | $289 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS |
DecisionPoint Systems, Inc., (“DecisionPoint”, “Company”) through its subsidiaries is an enterprise mobility systems integrator that sells and installs mobile computing and wireless systems that are used both within a company’s facilities in conjunction with wireless networks and in the field using carrier-based wireless networks. These systems generally include mobile computers, mobile application software, and related data capture equipment including bar code scanners and radio frequency identification (“RFID”) readers. The Company also provides professional services, proprietary and third party software and software customization as an integral part of its customized solutions for its customers. The suite of software products utilizes the latest technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and warehouse management. | |
Basis_of_Presentation_Liquidit
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
BASIS OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - BASIS OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The consolidated financial statements of DecisionPoint and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, DecisionPoint Systems International and Apex Systems Integrators, Inc. (“Apex”). DecisionPoint Systems International has two wholly-owned subsidiaries, DecisionPoint Systems Group, Inc. (“DPS Group”) and CMAC, Inc. (“CMAC”). Apex was acquired on June 4, 2012, and as such, the operating results of Apex have been consolidated into the Company’s consolidated results of operations beginning on June 5, 2012. In addition, on July 31, 2012, the Company consummated an asset purchase agreement (“Asset Purchase Agreement”) with MacroSolve, Inc. (the “Seller”) Pursuant to the Asset Purchase Agreement, the Company purchased the business (including substantially all the related assets) of the seller’s Illume Mobile division (“Illume Mobile”). The operating results of Illume Mobile have been consolidated into the Company’s consolidated results of operations beginning on August 1, 2012. The Company currently operates in one business segment. All intercompany transactions have been eliminated. | |||||||||||||||||
Going Concern | |||||||||||||||||
The consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will able to realize its assets and discharge its liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the Company’s inability to continue as a going concern. The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business, the Company must establish sustained positive operating results through increased sales, avoid further unforeseen expenses, improve liquidity and working capital, and potentially raise additional equity or debt capital. There can be no assurance that the Company will be able to achieve sustainable positive operating results or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management. | |||||||||||||||||
If the Company does not continue to achieve positive operating results and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, (1) a reduction in the nature and scope of the Company’s operations, (2) the Company’s inability to fully implement its current business plan and (3) continued defaults under the Company’s various loan agreements (for a description of past defaults, see the discussion below). There can be no assurance that the Company will successfully improve its liquidity position. The consolidated financial statements do not reflect any adjustments that might be required resulting from the adverse outcome relating to this uncertainty. | |||||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||||
Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates and assumptions used in preparation of the consolidated financial statements. | |||||||||||||||||
Purchase Accounting and Business Combinations - The Company accounts for its business combinations using the purchase method of accounting which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. | |||||||||||||||||
The valuation and allocation process relies on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information, including appraisals and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. | |||||||||||||||||
Accounts Receivable - Accounts receivable are stated at net realizable value, and as such, current earnings are charged with an allowance for doubtful accounts based on management’s best estimate of the amount of probable incurred credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and specific account information available. Accounts receivable are reflected in the accompanying consolidated balance sheets net of a valuation allowance of $47,000 and $377,000, as of December 31, 2014 and 2013, respectively. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. | |||||||||||||||||
Inventory - Inventory consists solely of finished goods and is stated at the lower of cost or market. Cost is determined under the first-in, first-out (FIFO) method. The Company periodically reviews its inventory and makes provisions as necessary for estimated obsolete and slow-moving goods. The creation of such provisions results in a write down of inventory to net realizable value and a charge to cost of sales. Inventories are reflected in the accompanying consolidated balance sheets net of a valuation allowance of $48,000 and $41,000, as of December 31, 2014 and 2013, respectively. | |||||||||||||||||
Deferred costs – Deferred costs consist primarily of third party extended hardware and software maintenance services which the Company has paid for in advance. The costs are ratably amortized over the life of the contract, generally one to five years. | |||||||||||||||||
Property and Equipment - Property and equipment are recorded at cost. Repairs and maintenance that do not improve or extend the lives of the respective assets are expensed in the period incurred. | |||||||||||||||||
Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets as follows: | |||||||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||||||
Office furniture and fixtures | 5 to 7 years | ||||||||||||||||
Leasehold improvements are amortized over the shorter of the lease term or the life of the improvements. | |||||||||||||||||
Impairment of Long-Lived Assets - The Company reviews its long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell. To date, the Company has not recorded any impairment charges. | |||||||||||||||||
Goodwill – Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of reporting unit goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. No impairment charges have been recorded as a result of the Company’s annual impairment assessments. | |||||||||||||||||
Intangible assets – Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years. Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. No impairments were identified or changes to estimated useful lives have been recorded. | |||||||||||||||||
Deferred Financing Costs - Costs incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness, adjusted to reflect any early repayments using the effective interest rate method. Deferred financing costs net of amortization totaled approximately $19,000 and $48,000, as of December 31, 2014 and 2013, respectively, and are included in other assets in the accompanying consolidated balance sheets. | |||||||||||||||||
Fair Value Measurement - Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows: | |||||||||||||||||
· | 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 with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. | ||||||||||||||||
· | Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. | ||||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. | |||||||||||||||||
Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||||||||||||||||
The Company measures certain liabilities at fair value on a recurring basis such as our contingent consideration related to business combinations and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the fiscal year ended December 31, 2014. | |||||||||||||||||
The Company classified its contingent consideration related to the Apex acquisition as a Level 3 liability in 2013. Revenue and other assumptions used in the calculation require significant management judgment. The Company reassessed the fair value of the contingent consideration liabilities on a quarterly basis. Based on that assessment, the Company recognized an adjustment of $0 and $820,000 to the calculation of the earn-out obligations during the fiscal year ended December 31, 2014 and December 31, 2013, respectively. On June 9, 2014, the accounting expert issued a final report and the fair value of the earn-out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note (see Note 5 and 10). The convertible promissory note was executed in December 2014. | |||||||||||||||||
The Company is obligated to pay bonus consideration to the former CEO of Apex. Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained. The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date). The Company reassessed the fair value of the contingent consideration liability at December 31, 2014 and determined the amount to be $0. Based on that assessment, the Company recognized an adjustment of CDN$101,000 (US$86,000) and is recorded in the consolidated statement of operations. | |||||||||||||||||
The Company has classified certain warrants related to the August 2013 issuance and sale of common stock in a private offering as a Level 3 Liability. Assumptions used in the calculation require significant judgment. The Company reassesses the fair value of the warrant liabilities on a quarterly basis using a Monte Carlo option pricing model. Based on that assessment, the Company recognized a $284,000 and $296,000 adjustment to the fair value of the warrants during the fiscal years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
Quoted prices in | Significant other | Significant other | |||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Balance at December 31, 2014 | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Quoted prices in | Significant other | Significant other | |||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Contingent consideration liability | |||||||||||||||||
recorded for business combinations | $ | 468 | $ | - | $ | - | $ | 468 | |||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | 803 | - | - | 803 | |||||||||||||
Balance at December 31, 2013 | $ | 1,271 | $ | - | $ | - | $ | 1,271 | |||||||||
The following table summarizes changes to the fair value of the contingent consideration and warrants which are Level 3 liabilities (in thousands): | |||||||||||||||||
Level 3 | |||||||||||||||||
Contingent | Derivative | ||||||||||||||||
consideration | warrants | ||||||||||||||||
Balance at December 31, 2013 | $ | 468 | $ | 803 | |||||||||||||
Adjustments to fair value of warrants (reflected in other income) | - | (284 | ) | ||||||||||||||
Adjustment to contingent acquisition liability | (86 | ) | - | ||||||||||||||
Cash paid for contingent acquisition liability | (84 | ) | - | ||||||||||||||
Settlement of earn-out obligation reflected in notes payable | (279 | ) | - | ||||||||||||||
Effect of currency translation | (19 | ) | - | ||||||||||||||
Balance at December 31, 2014 | $ | - | $ | 519 | |||||||||||||
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis | |||||||||||||||||
The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long lived assets resulting from business combinations are measured at fair value using income and market comparable valuation methodologies at the date of acquisition and subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the fiscal year ended December 31, 2014. | |||||||||||||||||
Translation of Foreign Currencies - The Company's functional currency is the U.S. dollar. The financial statements of the Company's foreign subsidiary is measured using the local currency, in this case the Canadian dollar (CDN$), as its functional currency and is translated to U.S. dollars for reporting purposes. Assets and liabilities of the subsidiary are translated at exchange rates as of the balance sheet dates. Revenues and expenses of the subsidiary are translated at the rates of exchange in effect during the year. | |||||||||||||||||
Revenue Recognition - Revenues are generated through product sales, warranty and maintenance agreements, software customization, and professional services. Product sales are recognized when the following criteria are met (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured. The Company generates revenues from the sale of extended warranties on wireless and mobile hardware and systems. Revenue related to extended warranty and service contracts is recorded as unearned revenue and is recognized over the life of the contract as the Company maintains financial risk throughout the term of these contracts and may be liable to refund a customer for amounts paid in certain circumstances. Our policy is to classify shipping and handling costs billed to customers and the related expenses as cost of sales. | |||||||||||||||||
The Company also generates revenue from professional services and customer specified software customization on either a fee-for-service or fixed fee basis. Revenue from software customization and professional services that is contracted as fee-for-service is recognized in the period in which the services are performed or delivered. Adjustments to contract price and estimated labor costs are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. The Company records sales net of sales tax. | |||||||||||||||||
The Company enters into revenue arrangements that contain multiple deliverables. Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met for each deliverable in order for revenue recognition to occur in the appropriate accounting period. In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor. A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered item(s) within the arrangement and the allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting. While changes in the allocation of the arrangement consideration between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could affect the timing of revenue recognition, which could affect the Company’s results of operations. When the Company enters into an arrangement that includes multiple elements, we allocate revenue based on their relative selling prices. We use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor specific objective evidence of fair value (“VSOE”), (ii) third party evidence of selling prices (“TPE”) and (iii) best estimate of selling price (“ESP”) as a proxy for VSOE. When both VSOE and TPE are unavailable, we use ESP. We determine ESP by considering all relevant factors in establishing the price. | |||||||||||||||||
Revenue from software licenses may contain arrangements with multiple deliverables, including post-contract customer support, that are subject to software revenue recognition guidance. The revenue for these arrangements is allocated to the software and non-software deliverable based on the relative selling prices of all components in the arrangement using the criteria above. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized in arrears on a quarterly basis, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee. | |||||||||||||||||
Concentration of Risk - Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, accounts receivable, and accounts payable. Beginning January 1, 2013, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution. This coverage is available at all FDIC member institutions. The Company uses Silicon Valley Bank, which is an FDIC insured institution. Based on these facts, collectability of bank balances appears to be adequate. | |||||||||||||||||
Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The Company had one customer who represented 10% of the Company’s revenue for the year ended December 31, 2014 and 2013. The Company had three customers, two of which were not the same, who represented 21% and 24% of its revenue for the year ended December 31, 2014 and 2013, respectively. The Company’s accounts receivable was concentrated with two customers at December 31, 2014, representing 14% and 10% of gross accounts receivable, respectively, and with two different customers at December 31, 2013, representing 19% and 12% of gross accounts receivable, respectively. Customer mix can shift significantly from year to year, but a concentration of the business with a few large customers is typical in any given year. A decline in revenues could occur if a customer that has been a significant source of revenue in one financial reporting period is a less significant source of revenue in the following period. The loss of a significant customer could have a material adverse impact on the Company. | |||||||||||||||||
The Company has the same four primary vendors for the year ended December 31, 2014 compared to the similar period in 2013. For the year ended December 31, 2014, the Company had purchases from these four vendors that collectively represented 60% of total purchases and 75% of the total outstanding accounts payable at December 31, 2014. For the year ended December 31, 2013, the Company had purchases from these four vendors that collectively represented 57% of total purchases and 61% of the total outstanding accounts payable at December 31, 2013. The same single vendor represented 26% and 15% of the total purchases for the year ended December 31, 2014 and 2013, respectively. Loss of this certain vendor could have a material adverse effect on our operations. | |||||||||||||||||
The Company’s contracts with these customers and other customers do not include any specific purchase requirements or other requirements outside of the normal course of business. The majority of customer contracts are on an annual basis for service support while on a purchase order basis for hardware purchases. Typical hardware sales are submitted on an estimated order basis with subsequent follow on orders for specific quantities. These sales are ultimately subject to the time that the units are installed at each of the customer locations as per their requirements. Service contracts are purchased on an annual basis generally and are the performance responsibility of the actual service provider as opposed to the Company. Termination provisions are generally standard clauses based upon non-performance, but a customer can cancel with a certain reasonable notice period anywhere from 30 to 90 days. General industry standards for contracts provide ordinary terms and conditions, while actual work and performance aspects are usually dictated by a Statement of Work which outlines what is being ordered, product specifications, delivery, installation and pricing. | |||||||||||||||||
Fair Value of Financial Instruments - The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, line of credit and long term debt. The carrying value of the short term financial instruments approximates their fair values at December 31, 2014 and 2013, due to their short-term maturities. The carrying value of the Company’s long-term debt approximates its fair value, net of a discount related to a final payment to be made on the due date which is equal to two percent of the original loan amount. | |||||||||||||||||
Stock-Based Compensation - The Company records the fair value of all stock-based compensation awards in its consolidated financial statements. The terms and vesting schedules for stock-based awards vary by type of grant and generally vest based on the passage of time. The fair value of stock options and warrants is calculated using the Black-Scholes option-pricing model and the expense is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. | |||||||||||||||||
Employee Stock Ownership Plan (ESOP) - The cost of shares issued to the ESOP, but not yet earned is shown as a reduction of equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. As shares of common stock acquired by the ESOP are committed to be released to each employee, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations. | |||||||||||||||||
Comprehensive Income (Loss) – Comprehensive income (loss) consists of net income (loss) and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Comprehensive income (loss) for the year ended December 31, 2014 is equal to the net income of $524,000 plus other comprehensive loss totaling $18,000 (relating to exchange translation adjustments arising from the consolidation of the Company’s Canadian Apex subsidiary) to arrive at comprehensive income of $506,000. Comprehensive loss for the year ended December 31, 2013 is equal to the net loss of $5,218,000 plus other comprehensive loss totaling $23,000 (relating to exchange translation adjustments arising from the consolidation of the Company’s Canadian Apex subsidiary) to arrive at comprehensive loss of $5,241,000. | |||||||||||||||||
Income Taxes – The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) guidance, which requires deferred tax assets and liabilities, be recognized using enacted tax rates to measure the effect of temporary differences between book and tax basis on recorded assets and liabilities. FASB guidance also requires that deferred tax assets be reduced by a valuation allowance, if it is more likely than not some portion or all of the deferred tax assets will not be recognized. | |||||||||||||||||
The Company evaluates on an annual basis its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. | |||||||||||||||||
In accordance with FASB guidance on accounting for uncertainty in income taxes, the Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. | |||||||||||||||||
Reclassifications – Certain reclassifications have been made to prior year consolidated financial statements to conform to current period financial statement presentation. These revisions increased working capital by $0.8 million at December 31, 2013 but did not impact previously reported net loss, loss per share, stockholders’ deficit, total assets or cash flows. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, the Company will adopt this new guidance beginning in fiscal 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations. | |||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (Subtopic 205-40), which defines management's responsibility to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and to provide related disclosures. Currently, this evaluation has only been an auditor requirement. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of the consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. This amended guidance will be effective for us beginning January 1, 2016. The Company does not expect the adoption of this amended guidance to have a significant impact on its Consolidated Financial Statements. | |||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items," to simplify income statement classification by removing the concept of extraordinary items. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. This separate, net-of-tax presentation (and corresponding earnings per share impact) will no longer be allowed. However, the existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations has been retained. The ASU is effective for the annual reporting period in the fiscal year that begins after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption. Upon adoption, a reporting entity may elect prospective or retrospective application. If adopted prospectively, both the nature and amount of any subsequent adjustments to previously reported extraordinary items must be disclosed. Upon adoption the Company will evaluate going concern based on this guidance. | |||||||||||||||||
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis," to eliminate the deferral of the application of the revised consolidation rules and make changes to both the variable interest model and the voting model. Under this ASU, a general partner will not consolidate a partnership or similar entity under the voting model. The ASU is effective for the annual reporting period in the fiscal year that begins after December 15, 2015 and early adoption is permitted. Upon adoption, the Company will use this guidance to account for items that are of unusual nature or occur infrequently. |
Loss_Per_Common_Share
Loss Per Common Share | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Loss Per Common Share [Abstract] | |||||||||
LOSS PER COMMON SHARE | NOTE 3 – LOSS PER COMMON SHARE | ||||||||
Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The weighted-average basic and diluted shares for each of the years ended December 31, 2014 and 2013 exclude approximately 0.3 million and 0.4 million, respectively, of shares related to the Employee Stock Ownership Plan that have not been committed to be released. | |||||||||
For periods presented in which there is a net loss, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. Below is a reconciliation of the fully dilutive securities effect for the period with net income (in thousands except share and per share data): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net loss attributable to common shareholders | $ | (817 | ) | $ | (7,801 | ) | |||
Weighted average common shares outstanding - basic and diluted | 12,356,270 | 9,802,810 | |||||||
Loss per common share - basic and diluted | $ | (0.07 | ) | $ | (0.80 | ) | |||
For the years ended December 31, 2014 and 2013, respectively, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. | |||||||||
Potential dilutive securities consist of (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Convertible preferred stock - Series A | 270 | 270 | |||||||
Convertible preferred stock - Series B | 131 | 131 | |||||||
Convertible preferred stock - Series D | 10,287 | 9,918 | |||||||
Convertible preferred stock - Series E | 8,331 | 8,180 | |||||||
Warrants to purchase common stock | 3,279 | 3,555 | |||||||
Options to purchase common stock | 1,386 | 805 | |||||||
Total potentially dilutive securities | 23,684 | 22,859 |
Warrant_Liability
Warrant Liability | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrant Liability [Abstract] | |||||||||||||||||
WARRANT LIABILITY | NOTE 4 – WARRANT LIABILITY | ||||||||||||||||
The Company has determined that certain warrants the Company has issued contain provisions that protect the holders from future issuances of the Company’s Common Stock at prices below such warrants’ then-in-effect respective exercise prices (see Note 12). These provisions could result in modification of the warrants then-in-effect exercise price. The Company has evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in an Entity’s Own Equity. Pursuant to this guidance, the Company’s management has concluded that these instruments do not meet the criteria for classification as equity treatment and must be recorded as a liability as a result of the terms in the warrants that provide for price protection in the event of a future dilutive issuance. The Company recognizes these warrants as liabilities at their fair value and re-measures them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2). | |||||||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities. The estimated fair values were determined using a Monte Carlo option pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of derivative liabilities. Various factors are considered in the pricing models the Company uses to value the warrants, including the Company’s current common stock price, the remaining life of the warrants, the volatility of the Company’s common stock price, and the risk-free interest rate. In addition, as of the valuation dates, management assessed the probabilities of future financing assumptions in the Monte Carlo valuation models. Future changes in these factors will have a significant impact on the computed fair value of the warrant liability. Accordingly, the Company expects future changes in the fair value of the warrants to continue to vary from quarter to quarter. | |||||||||||||||||
The Company revalues the warrants as of the end of each reporting period. The estimated fair value of the outstanding warrant liabilities was approximately $519,000 and $803,000, as of December 31, 2014 and 2013, respectively. The decrease in the fair value of the warrant liabilities for the year ended December 31, 2014 was $284,000 while the decrease in fair value of the warrant liabilities for the year ended December 31, 2013 was $296,000. The adjustments to the fair value of the warrant liabilities are included in other income in the Company’s consolidated statement of operations. | |||||||||||||||||
The warrant liabilities were valued at the closing dates of the common stock purchase agreement (see Note 12(c)) and the end of each reporting period using a Monte Carlo valuation model with the following assumptions: | |||||||||||||||||
Placement Agent Warrants | Investor Warrants | ||||||||||||||||
Investor Warrants | December | December | December | December | |||||||||||||
31, 2014 | 31, 2013 | 31, 2014 | 31, 2013 | ||||||||||||||
Closing price per share of common stock | $ | 0.38 | $ | 0.53 | $ | 0.38 | $ | 0.53 | |||||||||
Exercise price per share (range) | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||
Expected volatility | 138.3 | % | 123.5 | % | 138.6 | % | 123.5 | % | |||||||||
Risk-free interest rate | 1.3 | % | 1.6 | % | 1.3 | % | 1.6 | % | |||||||||
Dividend yield | - | - | - | - | |||||||||||||
Remaining expected term of underlying | 3.6 | 4.6 | 3.6 | 4.6 | |||||||||||||
securities (years) | |||||||||||||||||
Business_Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 5 – BUSINESS COMBINATIONS |
In pursuing our business strategies, we acquire and make investments in certain businesses that meet strategic and financial criteria. | |
Illume Mobile | |
On July 31, 2012 (“Illume Closing Date”), the Company consummated an asset purchase agreement (“Asset Purchase Agreement”) with MacroSolve, Inc. Pursuant to the Asset Purchase Agreement, the Company purchased the business (including substantially all the related assets) of the seller’s Illume Mobile division (“Illume Mobile”), based in Tulsa, Oklahoma. Founded in 1996, Illume Mobile is a mobile business solutions provider that serves mobile products and platforms. Illume Mobile’s initial core business is the development and integration of business applications for mobile environments. The Company accounted for the transaction using the purchase method of accounting and the operating results for Illume Mobile have been consolidated into the Company’s results of operations beginning on August 1, 2012. | |
In consideration for the business of Illume Mobile, the Company paid $1,000,000, of which $250,000 was paid in cash and $750,000 was paid in the form of 617,284 shares of the Company’s common stock. The Company valued the shares issued in conjunction with the acquisition at $697,531. | |
Pursuant to the Asset Purchase Agreement, the Company could have been required to make an additional payment (“Earn-Out Payment”) to the seller of up to $500,000 of which 50% would be payable in cash, and 50% would be in shares of the common stock of the Company. In 2013, it was determined there was not an Earn-Out Payment obligation due under the Asset Purchase Agreement. The Company continues to recognize no Earn-Out Payment obligation in 2014. | |
Apex Systems Integrators, Inc. | |
On June 4, 2012 (the “Apex Closing Date”), pursuant to a Stock Purchase Agreement (the “Apex Purchase Agreement”), the Company acquired all of the issued and outstanding shares of Apex, a corporation organized under the laws of the Province of Ontario, Canada. Apex is a provider of wireless mobile work force software solutions. Its suite of products utilizes the latest technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and, warehouse management. Its clients are North American companies that are household names whose products and services are used daily to feed, transport, entertain and care for people throughout the world. The Company accounted for the transaction using the purchase method of accounting and the operating results for Apex have been consolidated into the Company’s results of operations beginning on June 5, 2012. | |
In consideration for the shares of Apex, the Company paid CDN$5,000,000 (US$4,801,000 at the Closing Date) (the “Apex Closing Amount”) in cash. The Company may have been required to pay up to an undiscounted amount of CDN$3,500,000 (US$3,360,700 at the Closing Date) in consideration for Apex achieving certain levels of adjusted earnings before interest, depreciation, taxes and amortization (the “EBITDA”), as defined by the Apex Purchase Agreement, in the period ended July 2013. The initial fair value of the earn-out (the “Apex Earn-Out Payment”) was calculated to be approximately CDN$1,076,000 (US$1,033,000 at the Closing Date). At September 30, 2013, the calculated Apex Earn-Out Payment due under the Apex Purchase Agreement was CDN$341,000 (US$331,000). The adjustment of CDN$735,000 (US$713,000) was recorded as a separate component of operating expenses in the unaudited condensed consolidated statement of operations and comprehensive loss as of September 30, 2013. On June 9, 2014, the accounting expert issued their final report and the fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note. The convertible promissory note was executed in December 2014. | |
As part of the Apex Purchase Agreement, the Company is obligated to pay bonus consideration to the CEO of Apex. Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained. The initial fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date). At September 30, 2014 there was CDN$101,000 (US$90,000) recorded in bonus consideration. The Company reassessed the fair value of the contingent consideration liability at December 31, 2014 and determined the amount to be $0. Based on that assessment, the Company recognized an adjustment of CDN$101,000 (US$86,000) as a separate component of operating expenses. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
PROPERTY AND EQUIPMENT | NOTE 6 - PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consists of the following at (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 253 | $ | 225 | |||||
Office furniture and fixtures | 108 | 109 | |||||||
Leasehold improvements | 26 | 26 | |||||||
Total property and equipment | 387 | 360 | |||||||
Less accumulated depreciation and amortization | (242 | ) | (224 | ) | |||||
Property and equipment, net | $ | 145 | $ | 136 | |||||
Depreciation and amortization expense related to property and equipment for the years ended December 31, 2013 and 2012, totaled $48,000, and $73,000, respectively. | |||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||||||||||||||||||
The Company allocates the cost of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess cost over the acquired fair value of the identified net assets acquired is recorded as goodwill. | |||||||||||||||||||||||||||||||||
Goodwill is tested annually during the fourth fiscal quarter and whenever events or circumstances indicate impairment may have occurred. If the carrying amount of goodwill exceeds its fair value, estimated based on discounted cash flow analyses, an impairment charge would be recorded. Based on the results of the annual impairment tests, no impairment of goodwill existed at December 31, 2014. | |||||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||||||||||||||||||
Balance as of January 1, 2013 | $8,571 | ||||||||||||||||||||||||||||||||
Impact of foreign currency translation | -176 | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | 8,395 | ||||||||||||||||||||||||||||||||
Impact of foreign currency translation | -193 | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $8,202 | ||||||||||||||||||||||||||||||||
As of December 31, 2014 and 2013, respectively, the Company’s intangible assets and accumulated amortization consist of the following (in thousands): | |||||||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Accumulated | WA | Accumulated | WA | ||||||||||||||||||||||||||||||
Gross | Amortization | Net | Life | Gross | Amortization | Net | Life | ||||||||||||||||||||||||||
Customer relationships | $ | 3,144 | $ | (2,099 | ) | $ | 1,045 | 5.8 | $ | 3,264 | $ | (1,654 | ) | $ | 1,610 | 6.5 | |||||||||||||||||
Contractor and resume databases | 675 | (540 | ) | 135 | 1 | 675 | (405 | ) | 270 | 2 | |||||||||||||||||||||||
Tradename | 829 | (546 | ) | 283 | 4.3 | 862 | (364 | ) | 498 | 4.6 | |||||||||||||||||||||||
Internal use software | 2,607 | (2,025 | ) | 582 | 1 | 2,802 | (1,299 | ) | 1,503 | 2.1 | |||||||||||||||||||||||
Covenant not to compete | 103 | (103 | ) | - | - | 104 | (78 | ) | 26 | 0.6 | |||||||||||||||||||||||
$ | 7,358 | $ | (5,313 | ) | $ | 2,045 | 3.9 | $ | 7,707 | $ | (3,800 | ) | $ | 3,907 | 4.2 | ||||||||||||||||||
Amortization expense for intangible assets was $1,706,000 and $1,903,000 for the years ended December 31, 2014 and 2013, respectively. The effect of foreign currency translation on the intangible assets for the years ended December 31, 2014 and 2013 was ($156,000) and ($213,000), respectively. Amortization is calculated over the estimated useful lives of the assets on a straight line basis for covenant not to compete, internal use software and contractor and resume databases, and on an accelerated basis for customer relationships and trade name. | |||||||||||||||||||||||||||||||||
Based on the current amount of intangibles subject to amortization, estimated amortization expense in the next five years and thereafter, is as follows (in thousands): | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2015 | $ | 1,149 | |||||||||||||||||||||||||||||||
2016 | 296 | ||||||||||||||||||||||||||||||||
2017 | 229 | ||||||||||||||||||||||||||||||||
2018 | 178 | ||||||||||||||||||||||||||||||||
2019 | 117 | ||||||||||||||||||||||||||||||||
Thereafter | 76 | ||||||||||||||||||||||||||||||||
Total | $ | 2,045 | |||||||||||||||||||||||||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | |||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 8 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||||||||
Accrued expenses and other current liabilities consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Salaries and benefits | $ | 1,778 | $ | 1,873 | |||||
Interest payable | 16 | 23 | |||||||
Professional fees | 56 | 30 | |||||||
Vendor purchases | 50 | 161 | |||||||
Sales tax payable | 396 | 94 | |||||||
Customer deposits | 131 | 194 | |||||||
Other fees and expenses | 335 | 392 | |||||||
Total accrued expenses and other current liabilities | $ | 2,762 | $ | 2,767 | |||||
Line_of_Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2014 | |
Line of Credit [Abstract] | |
LINE OF CREDIT | NOTE 9 – LINE OF CREDIT |
SVB Line of Credit -- The Company has a $10.0 million revolving line of credit with Silicon Valley Bank (“SVB”) which provides for borrowings based upon eligible accounts receivable, as defined in the Loan Agreement (“SVB Loan Agreement”). Under the SVB Loan Agreement as amended February 27, 2013, SVB has also provided the Company with a term loan as discussed at Note 10. The SVB Loan Agreement is secured by substantially all the assets of the Company and matured in February 2015. As of December 31, 2014 and December 31, 2013, the outstanding balance on the line of credit was approximately $5.8 and $3.8 million, respectively, and the interest rate for December 31, 2014 and December 31, 2013 was 6.5%. The line of credit has a certain financial covenant and other non-financial covenants. The minimum Tangible Net Worth requirement of an $9.7 million deficit is to be further reduced by one half of any funds raised through sales of common stock (as only 50% of additional capital raises are given credit in the Tangible Net Worth calculation). As of December 31, 2014 and December 31, 2013, the Company was in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively. | |
Availability under the line of credit was approximately $2.2 million as of December 31, 2014. The line of credit allows the Company to cause the issuance of letters of credit on account of the Company to a maximum of the borrowing base as defined in the Loan Agreement. No letters of credit were outstanding as of December 31, 2014 or December 31, 2013. | |
On February 27, 2015, the Company entered into an agreement to further amend the original SVB Loan Agreement dated December 15, 2006 to extend the maturity date of the revolving credit line provided thereunder to February 28, 2017. The February 27, 2015 amendment provides for interest at prime plus 3.25% in 2015, and provides for further interest rate reductions upon achievement of certain financial thresholds. The February 27, 2015 amendment has a certain financial covenant and other non-financial covenants. The minimum Tangible Net Worth requirement of an $8.6 million deficit, which is to be further reduced by one half of any funds raised through sales of common stock (as only 50% of additional capital raises are given credit in the Tangible Net Worth calculation) on or after February 1, 2015. The Company believes that at the time of this filing it is compliant with the terms and provisions of its amended SVB Loan Agreement. Should the Company incur losses in a manner consistent with its recent historical financial performance, the Company will violate Tangible Net Worth covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred. | |
RBC Line of Credit -- The Company is party to a credit agreement, dated June 4, 2012 (the “RBC Credit Agreement”) with Royal Bank of Canada (“RBC”). Under the RBC Credit Agreement, the revolving demand facility allows for borrowings up to CDN$200,000 based upon eligible accounts receivable. Interest is based on the Royal Bank Prime (“RBP”) plus 1.5% and is payable on demand. As of December 31, 2014 and 2013, the outstanding balance on the line of credit was $58,000 and $0, respectively, and the interest rate is 4.5%. The RBC Credit Agreement is secured by the assets of Apex. The revolving demand facility has certain financial covenants and other non-financial covenants. The covenants were reset by RBC on August 16, 2013. The Company was in compliance with the reset covenants at December 31, 2014. See further discussion regarding this condition at Note 10. | |
For the years ended December 31, 2014 and 2013, the Company’s interest expense, including fees paid to secure lines of credit, totaled approximately $432,000 and $362,000, respectively. | |
RBC and SVB entered into a subordination agreement, pursuant to which RBC agreed to subordinate any security interest in assets of the Company granted in connection with the RBC Credit Agreement to SVB’s security interest in assets of the Company. | |
Under the RBC Credit Agreement, the lender provided Apex with a term loan as discussed at Note 10. |
Term_Debt
Term Debt | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Term Debt [Abstract] | |||||||||||||||||||||||||
TERM DEBT | NOTE 10 – TERM DEBT | ||||||||||||||||||||||||
Long term debt as of December 31, 2014 and 2013, consists of the following (in thousands): | |||||||||||||||||||||||||
Balance | Amortization | Balance | |||||||||||||||||||||||
January 1, | of Note | Currency | December | ||||||||||||||||||||||
2014 | Additions | Payments | Discount | Translation | 31, 2014 | ||||||||||||||||||||
RBC term loan | $ | 1,169 | $ | - | $ | (753 | ) | $ | - | $ | (58 | ) | $ | 358 | |||||||||||
BDC term loan | 1,589 | - | - | - | (127 | ) | 1,462 | ||||||||||||||||||
SVB term loan 2 | 722 | - | (333 | ) | - | - | 389 | ||||||||||||||||||
Note payable seller | - | 291 | (68 | ) | - | (23 | ) | 200 | |||||||||||||||||
Total note discounts | (45 | ) | - | - | 27 | 2 | (16 | ) | |||||||||||||||||
Total debt | $ | 3,435 | $ | 291 | $ | (1,154 | ) | $ | 27 | $ | (206 | ) | 2,393 | ||||||||||||
less current portion | (813 | ) | |||||||||||||||||||||||
Debt, net of current portion | $ | 1,580 | |||||||||||||||||||||||
Balance | Amortization | Balance | |||||||||||||||||||||||
January 1, | of Note | Currency | December | ||||||||||||||||||||||
2013 | Additions | Payments | Discount | Translation | 31, 2013 | ||||||||||||||||||||
RBC term loan | $ | 2,090 | $ | - | $ | (804 | ) | $ | - | $ | (117 | ) | $ | 1,169 | |||||||||||
BDC term loan | 1,705 | - | - | - | (116 | ) | 1,589 | ||||||||||||||||||
SVB term loan | 1,000 | - | (1,000 | ) | - | - | - | ||||||||||||||||||
SVB term loan 2 | - | 1,000 | (278 | ) | - | - | 722 | ||||||||||||||||||
Total note discounts | (73 | ) | (19 | ) | - | 43 | 4 | (45 | ) | ||||||||||||||||
Total debt | $ | 4,722 | $ | 981 | $ | (2,082 | ) | $ | 43 | $ | (229 | ) | 3,435 | ||||||||||||
less current portion | (1,086 | ) | |||||||||||||||||||||||
less RBC debt long term classified as current | (388 | ) | |||||||||||||||||||||||
Debt, net of current portion | $ | 1,961 | |||||||||||||||||||||||
The Company’s debt is recorded at par value adjusted for any unamortized discounts. Discounts and costs directly related to the issuance of debt are capitalized and amortized over the life of the debt using the effective interest rate method and is recorded in interest expense in the accompanying consolidated statements of operations. Unamortized deferred financing costs of approximately $19,000 and $48,000 are included in other assets in the accompanying consolidated balance sheets as of December 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||
As of December 31, 2014, maturities of long-term obligations for the next two fiscal years are as follows (in thousands): | |||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||
2015 | $ | 813 | |||||||||||||||||||||||
2016 | 1,580 | ||||||||||||||||||||||||
Total | $ | 2,393 | |||||||||||||||||||||||
RBC Term Loan -- On June 4, 2012, Apex entered into the RBC Credit Agreement with RBC described in Note 9, pursuant to which RBC made available certain credit facilities in the aggregate amount of up to CDN$2,750,000, including a term facility (“RBC Term Loan”) in the amount of CDN $2,500,000 (US$2,401,000 at the Closing Date). The RBC Term Loan accrues interest at RBP plus 4% (7% at December 31, 2014). Principal and interest is payable over a three year period at a fixed principal amount of CDN $70,000 a month beginning in July 2012 and continuing through June 2015. Apex paid approximately $120,000 in financing costs, which has been recorded as deferred financing costs or note discount in the accompanying consolidated balance sheet as of December 31, 2014, and is being amortized to interest expense over the term of the loan. | |||||||||||||||||||||||||
In addition, the RBC Term Loan calls for mandatory repayments based on 20% of Apex’s free cash flow as defined in the RBC Credit Agreement, before discretionary bonuses based on the annual year end audited financial statements of Apex, beginning with the fiscal year ended December 31, 2012, and payable within 30 days of the delivery of the annual audited financial statements, and continuing every six months through December 31, 2014. This amount is estimated to be $0 at December 31, 2014 and December 31, 2013. | |||||||||||||||||||||||||
The RBC Term Loan has certain financial covenants and other non-financial covenants. On August 16, 2013 the RBC Credit Agreement was amended and certain financial covenants were modified. Pursuant to the amended credit agreement and commencing with the fiscal year ended December 31, 2013, the Company is required to maintain a fixed coverage ratio, calculated on a consolidated basis of not less than 1.15:1 with a step-up to 1.25:1 as of March 31, 2014, tested on a rolling four quarter basis thereafter and a ratio of funded debt to EBITDA, calculated on an annual consolidated basis of not greater than 3.0:1, tested on a rolling four quarter basis thereafter. As part of the revised financial covenants, covenant testing was waived by RBC for September 30, 2013. The Company was not in compliance with the reset covenants at September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013. Accordingly, the Company classified the term debt obligation as current at December 31, 2013. The Company was in compliance with all of our RBC financial covenants as of December 31, 2014. We expect to continue to meet the requirements of our RBC financial covenants over the remainder of the loan period, final payment is scheduled for June 2015. | |||||||||||||||||||||||||
BDC Term Loan -- On June 4, 2012, Apex also entered into the BDC Loan Agreement as part of the Apex Purchase Agreement described in Note 5, pursuant to which BDC made available to Apex a term credit facility (“BDC Term Loan”) in the aggregate amount of CDN $1,700,000 (USD $1,632,000 at the Closing Date). The BDC Term Loan accrues interest at the rate of 12.5% per annum, and matures on June 23, 2016, with an available one year extension for a fee of 2%, payable at the time of extension. In addition to the interest payable, consecutive quarterly payments of CDN$20,000 as additional interest are due beginning on June 23, 2012, and subject to compliance with bank covenants, Apex will make a mandatory annual principal payment in the form of a cash flow sweep which will be equal to 50% of the Excess Available Funds (as defined by the BDC Loan Agreement) before discretionary bonuses based on the annual year end audited financial statements of Apex. The maximum annual cash flow sweep in any year will be CDN$425,000. As of December 31, 2014, the Company estimates that the cash sweep will be approximately $0. Such payments will be applied to reduce the outstanding principal payment due on the maturity date. In the event that Apex’s annual audited financial statements are not received within 120 days of its fiscal year end, the full CDN$425,000 becomes due and payable on the next payment date. Apex paid approximately $70,000 in financing costs which $35,000 has been recorded as deferred financing costs and $35,000 recorded as a note discount in the accompanying consolidated balance sheet and is being amortized to interest expense over the term of the loan using the effective interest rate method. As of December 31, 2014, there was approximately $12,000 in unamortized deferred financing costs and $12,000 in unamortized note discount. | |||||||||||||||||||||||||
The terms of the BDC loan agreement also provide for a fee to BDC in the event of the occurrence of any of the following: | |||||||||||||||||||||||||
(a) | if 50% or more of any company comprising Apex or the Company (consolidated assets or shares) is sold or merged with an unrelated entity; or | ||||||||||||||||||||||||
(b) | if there is a change of control of Apex and/or the Company prior to the Maturity Date or any extended maturity date of the BDC Tern Loan, | ||||||||||||||||||||||||
In the event of (a) or (b) above, Apex will pay to BDC a bonus in an amount equal to 2% of the aggregate value of Apex and the Company determined as at the closing date of such transaction, which bonus shall become due and payable at the time of the closing of such transaction. Notwithstanding any prepayment of the BDC Term Loan, the bonus and Apex’s obligation to pay same to BDC will remain in full force and effect until the maturity date or any amended or extended maturity date agreed by BDC such that in the event of any sale, initial public offering or similar transaction, Apex’s obligation to pay the bonus amount to the BDC will survive such prepayment. | |||||||||||||||||||||||||
The BDC Loan Agreement contains certain financial and non-financial covenants. On August 22, 2013, the BDC Term Loan was amended and certain financial covenants were modified. Pursuant to the amended loan agreement, the Company is required to maintain, for the duration of the investment, a term debt to equity ratio not exceeding 1.1:1 (measured annually); and an adjusted current ratio of 0.40:1 (measured annually) and revised yearly 120 days after each year end. The Company was in compliance with all of our BDC financial covenants as of December 31, 2014. We expect to continue to meet the requirements of our BDC financial covenants over the short and long term. | |||||||||||||||||||||||||
In the event either or both of the RBC Loan Agreement or the BDC Loan Agreement were deemed to be in default, RBC or BDC, as applicable, could, among other things (subject to the rights of SVB as the Company’s senior lender), terminate the facilities, demand immediate repayment of any outstanding amounts, and foreclose on our assets. Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing. | |||||||||||||||||||||||||
SVB Term Loan - On December 31, 2010, pursuant to an Assumption and Amendment to Loan and Security Agreement ("Amended SVB Loan Agreement"), the Company borrowed $3.0 million from Silicon Valley Bank (“SVB”). The SVB Term Loan was due in 36 equal monthly installments of principal plus interest beginning on February 1, 2011. The SVB Term Loan is secured by substantially all of the assets of the Company except for the assets of Apex. On May 20, 2011, pursuant to a Consent and Amendment to Loan and Security Agreement (“Amendment”), the maturity date was amended to April 30, 2012, with the remaining principal due on that date to be paid as a balloon payment. The principal amount outstanding under the Term Loan accrues interest at a fixed rate equal to 9% per annum. In addition, a final payment equal to 2% of the aggregate amount of the Term Loan is due on the earlier of the maturity date or the date the Term Loan is prepaid. This final payment of $60,000 has been recorded as a discount to the SVB Term Loan, which was amortized to interest expense through December 2013, using the effective interest method. | |||||||||||||||||||||||||
The Amended SVB Loan Agreement includes various customary covenants, limitations and events of default. Financial covenants, among others, include liquidity and fixed charge coverage ratios, minimum tangible net worth requirements and limitations on indebtedness. As of December 31, 2014, the Company was in compliance with the tangible Net Worth financial covenant and had available a $1.0 million cushion over the requirement. The Company currently believes that at the time of this filing it is compliant with the terms and provisions of its SVB lending agreement and expects to continue to meet the requirements of our SVB financial covenants over the short and long term. Should the Company incur losses in a manner consistent with its recent historical financial performance, the Company will violate this covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred. | |||||||||||||||||||||||||
On February 27, 2013, the Company amended the Loan and Security Agreement which provided an additional term loan (the “SVB Term Loan 2”) of $1,000,000. The new term loan is due in 36 monthly installments of principal plus accrued interest beginning on April 1, 2013. The additional term loan accrues interest at 7.5% per annum. As of December 31, 2014 and December 31, 2013, the outstanding balance on the SVB Term Loan 2 was approximately $389,000 and $722,000, respectively. | |||||||||||||||||||||||||
On February 27, 2015, the Company further amended the SVB Loan Agreement to extend the maturity date of the revolving credit line provided thereunder to February 28, 2017. The February 27, 2015 amendment provides for interest at prime plus 3.25% in 2015, and provides for further interest rate reductions upon achievement of certain financial thresholds. The February 27, 2015 amendment contains certain financial covenants (see Note 9). | |||||||||||||||||||||||||
For the year ended December 31, 2014 and 2013, the Company’s interest expense on the term debt, including amortization of deferred financing costs, was approximately $408,000 and $564,000, respectively. | |||||||||||||||||||||||||
In the event either or both RBC Loan Agreement and/or the BDC Loan Agreement were deemed to be in default, then the Amended SVB Loan agreement would be in default, which could, among other things, terminate the facility and term loan, demand immediate repayment of any outstanding amounts, and foreclose on our assets. Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing. | |||||||||||||||||||||||||
Seller Note - In December 2014, the Company executed a convertible note payable with the seller of Apex for the fair value of the Apex Earn-Out. The note is payable in eight quarterly payments (“Installment Dates”) of principal and interest beginning July 1, 2015. The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. The note is convertible, only on each Installment Date, at the option of the note holder, into shares of our common stock at a conversion price that is equal to the greater of the Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00 =DN$1.04, or the Canadian Dollar equivalent of US$1.00 =DN$1.04. Given the fixed exchange rates, the embedded conversion option was not required to be bifurcated. The shares issuable under the note will be restricted but will have certain piggy back registration rights as set forth in the Apex Purchase Agreement.. The convertible note matures in June 2016. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax [Abstract] | |||||||||||||||||
INCOME TAXES | NOTE 11 - INCOME TAXES | ||||||||||||||||
The provision for income taxes for the years ended December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current income tax expense (benefit): | |||||||||||||||||
Federal | $ | 20 | $ | - | |||||||||||||
State | (2 | ) | 47 | ||||||||||||||
Foreign | (18 | ) | 25 | ||||||||||||||
- | 72 | ||||||||||||||||
Deferred income tax expense (benefit): | |||||||||||||||||
Federal | 23 | 24 | |||||||||||||||
State | (2 | ) | 6 | ||||||||||||||
Foreign | (218 | ) | (301 | ) | |||||||||||||
(197 | ) | (271 | ) | ||||||||||||||
Valuation allowance | - | - | |||||||||||||||
Total income tax expense (benefit) | $ | (197 | ) | $ | (199 | ) | |||||||||||
The Company’s deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Allowance for doubtful accounts | $ | 17 | $ | 163 | |||||||||||||
Inventory reserve and uniform capitalization | 47 | 41 | |||||||||||||||
Accrued expenses and other liabilities | 111 | 305 | |||||||||||||||
Unearned revenue | 299 | 343 | |||||||||||||||
Valuation allowance | (475 | ) | (748 | ) | |||||||||||||
Deferred tax assets - current | (1 | ) | 104 | ||||||||||||||
Other assets | 160 | (295 | ) | ||||||||||||||
Property and equipment | 1 | 18 | |||||||||||||||
Intangibles | 774 | 658 | |||||||||||||||
Net operating loss carryforward | 3,405 | 4,201 | |||||||||||||||
Valuation allowance | (4,326 | ) | (4,631 | ) | |||||||||||||
Deferred tax assets - long term | 14 | (49 | ) | ||||||||||||||
Total net deferred tax asset | $ | 13 | $ | 55 | |||||||||||||
Long term debt | $ | (16 | ) | $ | (17 | ) | |||||||||||
Intangibles | (364 | ) | (662 | ) | |||||||||||||
Goodwill | (80 | ) | (67 | ) | |||||||||||||
Total net deferred tax liability | $ | (460 | ) | $ | (746 | ) | |||||||||||
Total | $ | (447 | ) | $ | (691 | ) | |||||||||||
A reconciliation of the United States statutory income tax rate to the effective income tax rate for the years ended December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Amount | Rate (%) | Amount | Rate (%) | ||||||||||||||
Tax at the Federal statutory rate | $ | 111 | 34 | $ | (1,842 | ) | 34 | ||||||||||
State taxes | 56 | 17 | (464 | ) | 8.6 | ||||||||||||
Permanent differences | 71 | 21.6 | 92 | (1.7 | ) | ||||||||||||
Valuation allowance | (578 | ) | (176.5 | ) | 2,195 | (40.5 | ) | ||||||||||
True up items | 280 | 85.5 | 13 | (0.2 | ) | ||||||||||||
Miscellaneous | 3 | 1.1 | 22 | (0.4 | ) | ||||||||||||
Stock transaction | (97 | ) | (29.5 | ) | 21 | (0.4 | ) | ||||||||||
Foreign rate | (43 | ) | (13.0 | ) | (236 | ) | 4.3 | ||||||||||
Effective tax rate | $ | (197 | ) | (59.8 | ) | $ | (199 | ) | 3.7 | ||||||||
The Company’s deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse. | |||||||||||||||||
The Company has net operating loss carryforwards available in certain jurisdictions to reduce future taxable income. Future tax benefits for net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. This determination is based on the expectation that related operations will be sufficiently profitable or various tax business and other planning strategies will enable the Company to utilize the net operating loss carryforwards. The Company’s evaluation of the realizability of deferred tax assets considers both positive and negative evidence. The weight given to potential effects of positive and negative evidence is based on the extent to which it can be objectively verified. For the years ended December 31, 2014 and 2013, the Company recorded a valuation allowance related to the US federal and state temporary items as it was determined it is more likely than not that the Company will not be able to fully use the assets to reduce future tax liabilities. For the years ended December 31, 2014 and 2013, the Company recorded no allowance related to foreign temporary items as it was determined it is more likely than not that the Company will be able to fully use the assets to reduce future tax liabilities. | |||||||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||||||
Balance as of December 31, 2013 | $ | 172 | |||||||||||||||
Additions based on tax positions related to the current year | 8 | ||||||||||||||||
Additions for tax positions of prior years | - | ||||||||||||||||
Reductions for tax positions of prior years | - | ||||||||||||||||
Currency Fx | (15 | ) | |||||||||||||||
Balance as of December 31, 2014 | $ | 165 | |||||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. | |||||||||||||||||
As of December 31, 2014, the Company had federal and state net operating loss carryforwards of approximately $9.1 million and $8.5 million, respectively. These loss carryforwards will expire in varying amounts through 2033. Section 382 of the U.S. Internal Revenue Code, as amended, or (“the Code”), generally imposes an annual limitation on the amount of net operating loss carryforwards that might be used to offset taxable income when a corporation has undergone significant changes in stock ownership. We have determined that we have experienced multiple ownership changes under Section 382 of the Code, our annual limitation approximates $505,000. As of December 31, 2014, we estimated that approximately $9.1 million of U.S. federal net operating losses and $8.5 million of state net operating losses may be utilized in the future based on limitations that we have calculated under Section 382 of the Code. | |||||||||||||||||
The Company continues to remain subject to examination by U.S. federal authority for the years 2011 through 2013 and for various state authorities for the years 2010 through 2013, with few exceptions. | |||||||||||||||||
The Company is subject to U.S. federal and Canadian income tax as well as income taxes in various state jurisdictions. | |||||||||||||||||
Income (loss) before tax benefit for the years ended December 31, 2014 and 2013 is as follows (in thousands): | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Domestic | $ | 896 | $ | (5,297 | ) | ||||||||||||
Foreign | (569 | ) | (120 | ) | |||||||||||||
327 | (5,417 | ) | |||||||||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders' Equity Attributable To Parent [Abstract] | |||||||||||||||||||||||||
STOCKHOLDERS' EQUITY | NOTE 12 – STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||
The Company is authorized to issue two classes of stock designated as common stock and preferred stock. As of December 31, 2014, the Company is authorized to issue 110,000,000 total shares of stock. Of that amount, 100,000,000 shares are common stock, each having a par value of $0.001. The remaining 10,000,000 shares are preferred stock, each having a par value of $0.001, of which 500,000 shares are designated as Series A Preferred Stock, of which 269,608 are issued and outstanding, 500,000 shares are designated as Series B Preferred Stock, of which 131,347 are issued and outstanding, 4,000,000 shares are designated as Series D Preferred Stock, of which 730,357 shares are issued and outstanding, and 2,000,000 are designated as Series E Preferred Stock, of which 416,533 shares are issued and outstanding.. | |||||||||||||||||||||||||
(a) Cumulative Convertible Preferred Stock | |||||||||||||||||||||||||
A summary of preferred stock outstanding as of December 31, 2014 is as follows (in thousands, except share data): | |||||||||||||||||||||||||
Description | |||||||||||||||||||||||||
Series A Preferred, $0.001 par value per share, 500,000 shares designated, | |||||||||||||||||||||||||
269,608 shares issued and outstanding, liquidation preference of $975 | |||||||||||||||||||||||||
plus cumulative dividends of $441 | $ | 1,416 | |||||||||||||||||||||||
Series B Preferred, $0.001 par value per share, 500,000 shares designated, | |||||||||||||||||||||||||
131,347 shares issued and outstanding, liquidation preference of $380 | |||||||||||||||||||||||||
plus cumulative dividends of $123 | 503 | ||||||||||||||||||||||||
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated, | |||||||||||||||||||||||||
730,357 shares issued and outstanding (net of $1,374 in issuance costs), | |||||||||||||||||||||||||
liquidation preference of $7,451 plus cumulative imputed dividends and | 7,502 | ||||||||||||||||||||||||
beneficial convesion feature of $1,621 | |||||||||||||||||||||||||
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated, | |||||||||||||||||||||||||
416,533 shares issued and outstanding (net of $875 in issuance costs), | |||||||||||||||||||||||||
liquidation preference of $4,270 plus cumulative imputed dividends of $110 | 3,401 | ||||||||||||||||||||||||
Total convertible preferred stock | $ | 12,822 | |||||||||||||||||||||||
Series A Preferred Stock and Series B Preferred Stock | |||||||||||||||||||||||||
The holders of the Series A and Series B Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, dividends at an annual rate of 8% of the stated value. The stated value of the Series A Preferred is $4.00 per share and the stated value of the Series B Preferred is $3.20 per share. Dividends shall be cumulative and shall accrue on each share of the outstanding preferred stock from the date of its issue. | |||||||||||||||||||||||||
The holders of the Series A and Series B Preferred Stock have no voting rights except on matters affecting their rights or preferences. Subject to the rights of the Series D Preferred Stock, upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A (subject to the rights of the Series B Preferred) and Series B Preferred Stock shall be entitled to receive an amount equal to the stated value per share of $4.00 and $3.20, respectively, plus any accrued and unpaid dividends before any payments shall be made to the holders of any common stock or hereinafter issued preferred stock. The Series A Preferred Stock has preference over the Series B Preferred Stock in liquidation. | |||||||||||||||||||||||||
Each share of Series A Preferred Stock is convertible, at the option of the holder, at a conversion price of $4.00 per share. Each share of Series B Preferred Stock is convertible, at the option of the holder, at a conversion price of $3.20 per share. | |||||||||||||||||||||||||
Series C Preferred Stock | |||||||||||||||||||||||||
On December 20, 2012, all issued and outstanding shares of Series C Preferred Stock were redeemed using the proceeds generated from the sale of the Series D Preferred Stock. | |||||||||||||||||||||||||
In connection with the sale of Series E Preferred Stock, on November 12, 2013, the Company filed a Certificate of Elimination of Series C Preferred Stock (the “Series C Certificate of Elimination”), pursuant to which, the 5,000,000 shares of the Company’s preferred stock that had been designated as Series C Preferred Stock were returned to the status of blank check preferred stock. | |||||||||||||||||||||||||
Series D Preferred Stock | |||||||||||||||||||||||||
On December 20, 2012, we filed a Certificate of Designation of Series D Preferred Shares (the “Series D Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series D Certificate of Designation, we designated 4,000,000 shares of our preferred stock as Series D Preferred Stock. The Series D Preferred Stock has a Stated Value of $10.00 per share, votes on an as-converted basis with the common stock, and is convertible, at the option of the holder, into such number of shares of our common stock equal to the number of shares of Series D Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion. The initial Conversion Price is $1.00, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions. As a result of the private placement closed on August 15, 2013 and August 21, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.90. As a result of the private placement closed on November 12, 2013 and November 22, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.71. As a result of the reduction in conversion price, the Company recorded a contingent beneficial conversion feature of $1.3 million. The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue. We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company’s common stock for the five prior consecutive trading days. On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 26,157 shares of Series D Preferred Stock. The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013. As those shares were not issued until April 2014, they have not been included in the Series D Preferred Stock balance at December 31, 2013. As such, the Company recorded a dividend payable in Current Liabilities in the in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $213,000. Additionally, on December 31, 2013, cash dividends of $351 were accrued for fractional share dividends not paid-in-kind. In April 2014, the Company issued 26,157 Series D Preferred Stock PIK dividend shares, for previously accrued dividends. Dividends totaling $147,000 are accrued for in Current Liabilities at December 31, 2014 in the Condensed Consolidated Balance Sheet. | |||||||||||||||||||||||||
Upon any liquidation, dissolution or winding-up of our Company, holders of Series D Preferred Stock will be entitled to receive, for each share of Series D Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock. | |||||||||||||||||||||||||
In addition, commencing on the trading day on which the closing price of the common stock is greater than $2.00 for thirty consecutive trading days with a minimum average daily trading volume of at least 5,000 shares for such period, and at any time thereafter, the Company may, in its sole discretion, effect the conversion of all of the outstanding shares of Series D Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended). | |||||||||||||||||||||||||
The Series D Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (December 31, 2012), and requires the registration statement to become effective within 90 days thereafter. The initial registration statement was filed on February 12, 2013. If the registration statement is not declared effective by May 12, 2013, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective. In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor. On July 30, 2013, the registration statement was declared effective by the SEC. On October 15, 2013, the Company paid liquidated damages of $18,000. | |||||||||||||||||||||||||
Pursuant to the Series D Certificate of Designation, commencing two years from the termination or expiration of the offering of the Series D Preferred Stock (which termination occurred on December 31, 2012), and at any time thereafter, the Company in its sole discretion may redeem all of the outstanding shares of Series D Preferred Stock at a purchase price of $10.00 per share plus any accrued but unpaid dividends. | |||||||||||||||||||||||||
Series E Preferred Stock | |||||||||||||||||||||||||
In November 2013, the Company issued 409,000 shares of Series E Preferred for cash consideration totaling $4,090,000. In conjunction with the issuance, the Company incurred issuance costs totaling $875,000, consisting of placement fees of $327,000, legal and other expenses of $270,000, and issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model. The fair value calculation was prepared using the following assumptions: Stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0. | |||||||||||||||||||||||||
On November 12, 2013, the Company filed a Certificate of Designation of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series E Certificate of Designation, we designated 2,000,000 shares of the Company’s preferred stock as Series E Preferred Stock. The Series E Preferred Stock has a Stated Value of $10.00 per share, does not have voting rights, and is convertible, at the option of the holder, into such number of shares of common stock equal to the number of shares of Series E Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion. The initial Conversion Price is $0.50, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions. | |||||||||||||||||||||||||
The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company’s Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days. On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 7,533 shares of Series E Preferred Stock. The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013. As those shares were not issued until April 2014, they have not been included in the Series E Preferred Stock balance December 31, 2013. As such, the Company recorded a dividend payable in Current Liabilities in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $75,000. Additionally, on December 31, 2013, cash dividends of $561 were accrued for fractional share dividends not paid-in-kind. In April 2014, the Company issued 7,533 Series E Preferred Stock PIK dividend shares, for previously accrued dividends. Dividends totaling $105,000 are accrued for in Current Liabilities at December 31, 2014 in the Condensed Consolidated Balance Sheet. | |||||||||||||||||||||||||
Upon any liquidation, dissolution or winding-up of our Company, holders of Series E Preferred Stock will be entitled to receive (following payment in full of amounts owed to in respect of the Company’s Series D Preferred Stock), for each share of Series E Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock. | |||||||||||||||||||||||||
In addition, commencing on the trading day on which the closing price of the common stock is greater than $1.35 for thirty consecutive trading days with a minimum average daily trading volume of at least 10,000 shares for such period, and at any time thereafter, the Company may, in our sole discretion, effect the conversion of all of the outstanding shares of Series E Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended). | |||||||||||||||||||||||||
The Series E Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (November 22, 2013), and requires the registration statement to become effective within 90 days thereafter. The initial registration statement was filed on January 10, 2014. If the registration statement is not declared effective by January 21, 2014, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective. In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor. On January 22, 2014, the registration statement was declared effective by the SEC. | |||||||||||||||||||||||||
On November 12, 2013, we filed Amendment No. 2 to our Certificate of Designation of Series A Preferred Stock (the “Series A Amendment”), and Amendment No. 2 to our Certificate of Designation of Series B Preferred Stock (the “Series B Amendment”). Pursuant to the Series A Amendment and the Series B Amendment, the Series A Preferred Stock and the Series B Preferred Stock will be subordinate to the Series E Preferred Stock with respect to any distributions upon any liquidation, dissolution or winding-up of our Company, respectively. | |||||||||||||||||||||||||
(b) Common Stock | |||||||||||||||||||||||||
For the year ended December 31, 2014 | |||||||||||||||||||||||||
There were no common stock issuances for the year ended December 31, 2014. | |||||||||||||||||||||||||
For the year ended December 31, 2013 | |||||||||||||||||||||||||
On April 26, 2013, the Company issued 70,207 shares of its common stock to 3 employees as part of a specified portion of their regular annual cash bonus. The shares were valued at $83,000 and were recorded as part of selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss as of December 31, 2013. | |||||||||||||||||||||||||
On August 15, 2013, the Company entered into a purchase agreement with multiple accredited investors relating to the issuance and sale of Common Stock in a private offering. On August 15, 2013, the initial closing date (the “Initial Closing”) of the purchase agreement, we sold (i) an aggregate of 2,594,000 shares of our Common Stock for $0.60 per share and (ii) Common Stock Purchase Warrants (the “Investor Warrants”) for the purchase of an aggregate of 1,297,000 shares for aggregate gross proceeds of $1,556,400. The Investor Warrants have a five-year term, an exercise price of $1.00 and contain certain provisions for anti-dilution and price adjustments in the event of a future offering. | |||||||||||||||||||||||||
On August 21, 2013, the final closing date (the “Final Closing”) of the Purchase Agreement, we sold (i) an aggregate of 333,333 shares of our Common Stock for $0.60 per share and (ii) 166,667 Investor Warrants for aggregate gross proceeds of $200,000. | |||||||||||||||||||||||||
For a period commencing on the Initial Closing and terminating on a date which is 24 months from the Initial Closing, in the event the Company issues or grants any shares of Common Stock or securities convertible, exchangeable or exercisable for shares of Common Stock pursuant to which shares of Common Stock may be acquired at a price less than $0.60 per share, then the Company shall promptly issue additional shares of Common Stock to the investors under the Purchase Agreement in an amount sufficient that the subscription price paid, when divided by the total number of shares issued (shares purchased under the Purchase Agreement plus the additional shares issued under this provision), will result in an actual price paid by the Subscriber per share of Common Stock equal to such lower price. | |||||||||||||||||||||||||
On December 10, 2013, the Company issued 585,467 shares of its common stock as a result of the anti-dilution adjustment triggered by the sale of Series E Preferred Shares. The common stock issued to investors at the closings on August 15, 2013 and August 21, 2013 contained certain price protection provisions. These price protections are considered embedded options to contingently acquire common stock that are clearly and closely related to the host common stock and are therefore not bifurcated. The shares issued were valued at $263,000 and were recorded as deemed dividend as of December 31, 2013. | |||||||||||||||||||||||||
If the Company at any time while the Investor Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock (as, at an effective price per share less than the exercise price of the Investor Warrants then in effect, the exercise price of the Investor Warrants will be reduced to equal to such lower price. | |||||||||||||||||||||||||
As a result of the sale of Series E Preferred Shares described above, the conversion price of the Investor Warrants was reduced to $0.50 per share on November 12, 2013. | |||||||||||||||||||||||||
Pursuant to the purchase agreement, we agreed to, within 30 days of August 21, 2013, file a registration statement (the “Common Stock Registration Statement”) with the SEC covering the re-sale of the Common Shares and the shares of common stock underlying the Investor Warrants. We also agreed to use its best efforts to have the Common Stock Registration Statement become effective as soon as possible after filing (and in any event within 120 days of the filing of such Common Stock Registration Statement). If the Common Stock Registration Statement is not declared effective within the requisite period of time, a partial liquidated damage equal to 0.2% of the purchase price paid by each investor shall be payable on each monthly anniversary until it becomes effective. In no event shall the partial liquidated damage exceed 10% of the purchase price paid by each investor. On October 4, 2013, the Common Stock Registration Statement was declared effective by the SEC. | |||||||||||||||||||||||||
The Company paid the placement agent $175,600 in commissions (equal to 10% of the gross proceeds), and issued to the placement agent five-year warrants (the “Placement Agent Warrants”) to purchase 292,733 shares of our common stock (equal to 10% of the number of shares of common stock sold under the purchase agreement). The Placement Agent Warrants have a five-year term, an exercise price of $0.60 and contain provisions for anti-dilution and price adjustments in the event of a future offering. | |||||||||||||||||||||||||
If the Company at any time while the Placement Agent Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock, at an effective price per share less than the exercise price of the Placement Agent Warrants then in effect, the exercise price of the Placement Agent Warrants will be reduced to equal to such lower price. As a result of the sale of Series E Preferred Shares described above, the conversion price of the Placement Agent Warrants was reduced to $0.50 per share on November 12, 2013. | |||||||||||||||||||||||||
The Company recorded the Investor Warrants and Placement Agent Warrants as a liability (see further disclosure at Note 4). Accordingly, the net proceeds raised ($1.7 million in gross offering proceeds, net of $0.2 million in cost), were allocated to the fair value of the warrant liability of $1.1 million and the remainder was recorded as equity ($0.4 million). | |||||||||||||||||||||||||
(c) Warrants | |||||||||||||||||||||||||
For the year ended December 31, 2014 | |||||||||||||||||||||||||
There were no warrant issuances for the year ended December 31, 2014. | |||||||||||||||||||||||||
For the year ended December 31, 2013 | |||||||||||||||||||||||||
On August 15, 2013 and August 21, 2013, the Company issued 1,463,667 Investor Warrants and 292,733 Placement Agent Warrants as discussed above. The exercise price of the Investor Warrants and the Placement Agent Warrants will be adjusted in the event of future issuances of the Company’s Common Stock at prices below the exercise price then in effect (“down-round” protection). The Company evaluated the following guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in Entity’s Own Equity. Based on this guidance, the Company’s management concluded these instruments are to be accounted for as liabilities instead of equity due to the down-round protection feature available on the exercise price of the Warrants. The Company recognized these Warrants as liabilities at their fair value and will re-measure them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2). Fair values for warrants are determined using the Monte-Carlo Simulation Model valuation technique. The Monte-Carlo Simulation Model valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to expected conversion. In addition, management assessed the probabilities of future financing assumptions. | |||||||||||||||||||||||||
As of August 15, 2013 and August 21, 2013, the dates of issuance, we recorded the warrant liability at $1,099,000. At December 31, 2013, the warrants were re-valued with a fair value of $803,000 with the difference of $296,000 recorded in the Company’s consolidated statement of operations at December 31, 2013. At December 31, 2014, the warrants were revalued with a fair value of $519,000 with the difference of $284,000 recorded in the Company’s consolidated statement of operations at December 31, 2014. | |||||||||||||||||||||||||
On November 12, 2013 and November 22, 2013 in connection with the sale of Series E Preferred Stock, the Company issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share provided to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model. The fair value calculation was prepared using the following assumptions: stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0. | |||||||||||||||||||||||||
The following table summarizes information about the Company’s outstanding common stock warrants as of December 31, 2014: | |||||||||||||||||||||||||
Total | Weighted | ||||||||||||||||||||||||
Warrants | Total | Average | |||||||||||||||||||||||
Date | Strike | Outstanding | Exercise | Exercise | |||||||||||||||||||||
Issued | Expiration | Price | and Exercisable | Price | Price | ||||||||||||||||||||
Placement Agent Preferred Stock - Class D | 12-Dec | 17-Dec | $ | 1.1 | $ | 704,200 | 774,620 | ||||||||||||||||||
Common Stock Investor Warrants * | 13-Aug | 18-Aug | 0.5 | 1,463,667 | 731,834 | ||||||||||||||||||||
Placement Agent Warrants - Common Stock * | 13-Aug | 18-Aug | 0.5 | 292,733 | 146,367 | ||||||||||||||||||||
Placement Agent Preferred Stock - Class E | 13-Nov | 18-Nov | 0.55 | 818,000 | 449,900 | ||||||||||||||||||||
3,278,600 | $ | 2,102,720 | $ | 0.64 | |||||||||||||||||||||
* warrants classified as liabilities |
ESOP
ESOP | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Esop Plan [Abstract] | |||||||||||
ESOP PLAN | NOTE 13 - ESOP | ||||||||||
In December 2003, the Company formed an Employee Stock Ownership Plan (the “ESOP”) and loaned the ESOP $1,950,000 (the “ESOP Note”) that the ESOP Trust (“Trust”) used to acquire 1,128,558 shares of the of the Company’s stock from its former stockholder for $1,300,000 and 564,195 shares from the Company for $650,000. The ESOP Note bears interest at a rate of 5.25% with annual principal and interest payments and has a 15-year term. The amount owed to the Company under the Note as of December 31, 2014 and 2013, was $484,000 and $629,000, respectively. The ESOP Note is reflected in the accompanying consolidated balance sheet as unearned ESOP shares in stockholders’ equity. | |||||||||||
The ESOP covers all non-union employees. Employees are eligible to participate in the Plan after three months of service. Plan participants start vesting after two years of participation and are fully vested after six years of participation. ESOP contributions are determined annually by the Board of Directors, and are a minimum $130,000 per year, to repay the ESOP Note held by the Company. The Company’s contribution expense for the year ended December 31, 2014, was $178,000 representing $145,000 for the ESOP principal payment and $33,000 for the ESOP interest. The Company’s contribution expense for the year ended December 31, 2013 was $178,000 representing $138,000 for the ESOP principal payment and $40,000 for the ESOP interest. The ESOP Note is secured by the unallocated Company stock held by the Trust. | |||||||||||
ESOP shares are allocated to individual employee accounts as the loan obligation of the ESOP to the Company is reduced. As of December 31, 2014, the ESOP held 332,052 shares of unallocated Company stock and 1,349,671 shares of allocated Company stock. As of December 31, 2013, the ESOP held 442,736 shares of unallocated Company stock and 1,238,987 shares of allocated Company stock. Compensation costs relating to shares released are based on the fair value of shares at the time they are committed to be released. The unreleased shares are not considered outstanding in the computation of earnings per common share. Dividends received on ESOP shares are allocated based on shares held for the benefit of each participant and used to purchase additional shares of stock for each participant. The Company has not received any dividends since the inception of the plan. ESOP compensation expense including interest consisting of both cash contributions and shares committed to be released for 2014 and 2013 was approximately $80,000 and $133,000, respectively. For 2014 and 2013, the fair value of the shares was $0.43 and $0.84 per share, based on the average of the daily market closing share price. | |||||||||||
ESOP distributions will be made in shares of Company stock, cash or a combination of Company stock and cash at the discretion of the Company. | |||||||||||
ESOP shares as of December 31, 2014 and 2013 were as follows: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | ||||||||||
Allocated shares | 1,238,987 | 1,128,303 | |||||||||
Shares committed for allocation | 110,684 | 110,684 | |||||||||
Unallocated shares | 332,052 | 442,736 | |||||||||
Total ESOP shares | 1,681,723 | 1,681,723 | |||||||||
The fair value of the unallocated shares at December 31, 2014 and 2013 was approximately $126,000 and $235,000, based on the closing share price of the Company’s common stock of $0.38 and $0.53, respectively. |
Stock_Option_Plan
Stock Option Plan | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Stock Option Plan [Abstract] | |||||||||||||||||||||||||||
STOCK OPTION PLAN | NOTE 14 - STOCK OPTION PLAN | ||||||||||||||||||||||||||
In December 2010, the Company established the 2010 Stock Option Plan (the “2010 Plan”). The Plan authorizes the issuance of 1,000,000 shares of common stock. Pursuant to the terms of the August 16, 2010 merger agreement, the Company assumed all of Old DecisionPoint’s obligations under their outstanding stock option plans. | |||||||||||||||||||||||||||
Under the 2010 Plan, common stock incentives may be granted to officers, employees, directors, consultants, and advisors. Incentives under the 2010 Plan may be granted only in the form of non-statutory stock options and all stock options of Old DecisionPoint that were assumed by the Company became non-statutory options on the date of the assumption. For the year ended December 31, 2014, we granted 372,475 stock options under the 2010 Plan. | |||||||||||||||||||||||||||
The 2010 Plan is administered by our Board of Directors, or a committee appointed by the Board of Directors, which determines recipients and the number of shares subject to the awards, the exercise price and the vesting schedule. The term of stock options granted under the 2010 Plan cannot exceed ten years. Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date, and generally vest over a period of five years. If the individual possesses more than 10% of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant. | |||||||||||||||||||||||||||
In October 2014, the Company established the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the issuance of 2,500,000 shares of common stock. | |||||||||||||||||||||||||||
Under the 2014 Plan, common stock incentives may be grated to officers, employees, directors, consultants, and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of our common stock. The 2014 Plan permits us to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock and other stock bonus awards and performance compensation awards. For the year ended December 31, 2014, we granted 610,266 stock options under the 2014 Plan. | |||||||||||||||||||||||||||
The 2014 Plan is administered by our Board of Directors, or a committee appointed by the Board of Directors, which determines recipients and the number of shares subject to the awards, the exercise price and the vesting schedule. The term of stock options granted under the 2014 Plan cannot exceed ten years. Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date, and generally vest over a period of five years. If the individual possesses more than 10% of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant. | |||||||||||||||||||||||||||
A summary of the status of the Plans as of December 31, 2014, and information with respect to the changes in options outstanding is as follows: | |||||||||||||||||||||||||||
Weighted - | |||||||||||||||||||||||||||
Options | Average | Aggregate | |||||||||||||||||||||||||
Available | Options | Exercise | Intrinsic | ||||||||||||||||||||||||
for Grant | Outstanding | Price | Value | ||||||||||||||||||||||||
1-Jan-14 | 195,495 | 804,505 | $ | 1.39 | |||||||||||||||||||||||
2014 Plan | 2,500,000 | - | - | ||||||||||||||||||||||||
Granted | (982,741 | ) | 982,741 | 0.37 | |||||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||||||
Forfeited | 401,352 | (401,352 | ) | 1.75 | |||||||||||||||||||||||
31-Dec-14 | 2,114,106 | 1,385,894 | $ | 0.56 | $ | - | |||||||||||||||||||||
Exercisable options at December 31, 2014 | 783,832 | $ | 0.72 | $ | - | ||||||||||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2014: | |||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||
Weighted- | Weighted- | ||||||||||||||||||||||||||
Average | Weighted- | Average | Weighted- | ||||||||||||||||||||||||
Range of | Remaining | Average | Remaining | Average | |||||||||||||||||||||||
Exercise | Number | Contractual | Exercise | Number | Contractual | Exercise | |||||||||||||||||||||
Prices | Outstanding | Life (Years) | Price | Exercisable | Life (Years) | Price | |||||||||||||||||||||
$0.31 - $0.53 | 1,242,741 | 3.45 | $ | 0.4 | 651,741 | 2.28 | $ | 0.46 | |||||||||||||||||||
$1.33 - $2.03 | 88,874 | 2 | 1.9 | 88,874 | 2 | 1.9 | |||||||||||||||||||||
$2.06 - $4.34 | 54,279 | 6.46 | 2.17 | 43,217 | 6.46 | 2.17 | |||||||||||||||||||||
Total | 1,385,894 | 3.47 | $ | 0.56 | 783,832 | 2.48 | $ | 0.72 | |||||||||||||||||||
No awards were exercised during the years ended December 31, 2014 and 2013, respectively. The total fair value of awards vested for the years ended December 31, 2014 and 2013 was $109,000 and $122,000, respectively. | |||||||||||||||||||||||||||
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the required service period, which is generally equal to the vesting period. The fair value of options granted to employees and directors during the year ended December 31, 2014, was $100,000. The fair value of options granted to directors during the year ended December 31, 2013, was $79,000. The fair values of options presented was estimated using the Black-Scholes option-pricing model with the following assumptions: | |||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||
Expected term | 1.5 - 3.4 years | 1.50 years | |||||||||||||||||||||||||
Expected volatility | 129.50% - 152.20% | 153.61 | % | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||
Risk-free interest rate | 0.26% - 1.17% | 0.215 | % | ||||||||||||||||||||||||
The Company estimates expected volatility using historical volatility of its common stock over a period equal to the expected life of the options. The expected term of the awards represents the period of time that the awards are expected to be outstanding. Management considered expectations for the future to estimate employee exercise and post-vest termination behavior. The Company does not intend to pay common stock dividends in the foreseeable future, and therefore has assumed a dividend yield of zero. The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards. | |||||||||||||||||||||||||||
Employee stock-based compensation costs for the years ended December 31, 2014 and 2013, was $119,000 and $125,000, respectively, and is included in selling, general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2014, total unrecognized estimated employee compensation cost related to stock options granted prior to that date was $162,000 which is expected to be recognized over a weighted-average vesting period of 2.78 years. | |||||||||||||||||||||||||||
The weighted-average fair value on the grant date of options granted during the years ended December 31, 2014 and 2013, was $0.26 and $0.30, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Commitments and Contingencies [Abstract] | |||||||
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES | ||||||
Leases - The Company leases its facilities and certain equipment under various operating leases which expire at various dates through fiscal 2020 and require us to pay a portion of the related operating expenses such as maintenance, property taxes, and insurance. Certain facilities contain renewal options for varying periods. In most cases, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Certain facilities leases have free or escalating rent payment provisions. Rent expense under such leases is recognized on a straight-line basis over the lease term. | |||||||
The corporate headquarters and sales operations, including sales administration, software development, depot operation and the financial management are located in Irvine, California where the Company leases 10,325 square feet of office, the lease expires in July 2017. The current monthly rental expense is approximately $13,000. | |||||||
In addition, the Company leased 4,100 square feet in Shelton, Connecticut for its East coast sales and operations which was to expire in April 2015. In September 2012, the Company notified the landlord of its early termination of the lease as of April 2013. The Company also leased 6,800 square feet in Edison, New Jersey under a lease which was to expire in December 2014. In December 2013, the Company notified the landlord of its early termination of the lease as of March 2014. The Company has a sales and administrative office located in Alpharetta, Georgia where it leases 5,100 square feet for general office purposes under a lease which expires in July 2018. In addition, the Company has a lease for 4,800 square feet in Alpharetta, Georgia for its technology lab center which expired in April 2012. During April, the lease was extended for an additional 3 years until April 2015, under the same terms and conditions. The current monthly rental expense for the sales and administrative office and the technology lab is approximately $13,000. | |||||||
Effective upon the Closing Date of the purchase of Apex in June 2012, the Company assumed Apex’s lease of 7,800 square feet in Burlington, Ontario, Canada, which expires in March 2016. The current monthly rental expense is approximately CDN$12,000 per month. | |||||||
Effective upon the Illume Mobile Closing Date, the Company assumed the Illume Mobile lease of 10,000 square feet in Tulsa, Oklahoma which expired in September 2013, with the same terms and conditions as the underlying lease. In May 2013, the Company entered into a new office lease agreement for 6,358 square feet beginning in September 2013, the lease expires in August 2020. The current monthly rental expense is approximately $6,000. | |||||||
The Company believes that our properties are in good condition, adequately maintained and suitable for the conduct of our business. Certain of our lease agreements provide options to extend the lease for additional specified periods. | |||||||
Rent expense for the years ended December 31, 2014 and 2013, was $526,000 and $674,000, respectively. | |||||||
The aggregate remaining future minimum payments under these leases expiring after December 31, 2014, are as follows (in thousands): | |||||||
Years ending December 31: | Amount | ||||||
2015 | $ | 543 | |||||
2016 | 407 | ||||||
2017 | 304 | ||||||
2018 | 158 | ||||||
2019 | 84 | ||||||
Thereafter | 57 | ||||||
$ | 1,553 | ||||||
Apex Earn Out Obligations - On June 9, 2014, the accounting expert issued their final report and the fair value of the Earn-Out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (77.78%) payable in the form of a convertible promissory note. The convertible promissory note was executed in December 2014. At December 31, 2014, there is CDN$233,000 (US$200,000) recorded in note payable in the consolidated financial statements (see Note 5 and 10). The convertible note accrues interest at a rate of 9% per annum for the first year and 11% for year two. | |||||||
The Apex Note is convertible, only on each Installment Date, at the option of the Note holder, into shares of our common stock at a conversion price that is equal to the greater of the Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00MN$1.04, or the Canadian Dollar equivalent of US$1.00 CDN$1.04. The shares issuable under the Note will be restricted but will have certain piggy back registration rights as set forth in the Apex Purchase Agreement. | |||||||
The Company entered into an employment agreement with Donald Dalicandro, the Former Chief Executive Officer of Apex, as a result of the Apex acquisition. The agreement calls for annual bonus upon achieving certain results of operation at Apex for the 12 months ending July 31, 2013, 2014, and 2015. Such bonuses are considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not his employment is retained. The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Apex Closing Date). At December 31, 2014, there is CDN$0 (US$0) recorded in accrued bonus in the consolidated financial statements. | |||||||
Contingencies - In addition to the matter discussed below, from time to time the Company is subject to the possibility of involvement in litigation incidental to the conduct of our business. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. . | |||||||
Wells Notice - On July 2, 2014, the Company received a written “Wells Notice” from the staff of the Securities and Exchange Commission (the “SEC”) indicating that the staff has made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Company. On the same day, Nicholas R. Toms, the Company’s then President and Chief Executive Officer and a then-serving member of the board of directors, also received a Wells Notice. Both Wells Notices relate to allegations that, from late 2009 to early 2011, Mr. Toms was the beneficial owner of shares of common stock of the Company that were held and traded by a Delaware corporation in which Mr. Toms was a 10% owner; that Mr. Toms exercised control over the corporation’s securities account; and that the corporation’s shareholding and trades should have been reflected at the relevant times in public disclosures of Mr. Toms’ other holdings of the Company’s common stock. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred. Rather, it provides the recipient with an opportunity to respond to issues raised by the staff and offer its perspective to the staff prior to any decision to institute proceedings. In response to the Wells Notice, the Company’s Audit Committee conducted an internal review, assisted by new outside legal counsel, and on August 8, 2014, we submitted to the SEC a response to the Wells Notice setting forth why no action should be commenced against us. On August 15, 2014, Mr. Toms resigned from his positions as Chief Executive Officer, President and member of the Company’s board of directors. On February 11, 2015, the SEC commenced a formal administrative proceeding against Mr. Toms. No proceedings have been commenced against the Company. | |||||||
Settlement of Taglich Action – In July 2014, the Company settled an action brought against it by stockholder Michael N. Taglich, in the Delaware Chancery Court, seeking to compel the Company to hold an annual meeting of stockholders. Pursuant to the settlement, the parties agreed that the Company would hold an annual meeting. The Company’s annual meeting was held on October 28, 2014. | |||||||
Profit_Sharing_Plan
Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2014 | |
Profit Sharing Plan [Abstract] | |
PROFIT SHARING PLAN | NOTE 16 - PROFIT SHARING PLAN |
The Company maintains a 401(k) Profit Sharing Plan (“401k Plan”). Employees who are 21 years of age and have performed 90 days of service are eligible to participate. Each year, employees can make salary contributions of up to 25% of their salary. The Company matches 100% of employee contributions up to 1% of eligible employee compensation. Employer contributions to the 401k Plan were $89,000 and $220,000, for the years ended December 31, 2014 and 2013, respectively. | |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 17 - RELATED PARTIES |
The Company has a related party convertible note payable from the seller of Apex in connection with the calculated fair value of the Apex Earn-Out as defined in the Purchase Agreement and described in Note 5. The fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible note. The convertible promissory note was executed in December 2014. The note is payable in eight quarterly payments of principal and interest beginning July 1, 2015. The convertible notes accrues interest rate of 9% per annum for the first year and 11% for year two. The convertible note matures in June 2016. As of December 31, 2014, the outstanding balance on the convertible note was CDN$233,000 (US$200,000). | |
Apex, a wholly owned subsidiary of the Company, leases premises from an entity controlled by a shareholder. Rent expense included in the consolidated financial statements was $123,000 and $130,000, for the years ended December 31, 2014 and 2013, respectively. | |
Basis_of_Presentation_Liquidit1
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||
The consolidated financial statements of DecisionPoint and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, DecisionPoint Systems International and Apex Systems Integrators, Inc. (“Apex”). DecisionPoint Systems International has two wholly-owned subsidiaries, DecisionPoint Systems Group, Inc. (“DPS Group”) and CMAC, Inc. (“CMAC”). Apex was acquired on June 4, 2012, and as such, the operating results of Apex have been consolidated into the Company’s consolidated results of operations beginning on June 5, 2012. In addition, on July 31, 2012, the Company consummated an asset purchase agreement (“Asset Purchase Agreement”) with MacroSolve, Inc. (the “Seller”) Pursuant to the Asset Purchase Agreement, the Company purchased the business (including substantially all the related assets) of the seller’s Illume Mobile division (“Illume Mobile”). The operating results of Illume Mobile have been consolidated into the Company’s consolidated results of operations beginning on August 1, 2012. The Company currently operates in one business segment. All intercompany transactions have been eliminated. | |||||||||||||||||
Going Concern | Going Concern | ||||||||||||||||
The consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will able to realize its assets and discharge its liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the Company’s inability to continue as a going concern. The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business, the Company must establish sustained positive operating results through increased sales, avoid further unforeseen expenses, improve liquidity and working capital, and potentially raise additional equity or debt capital. There can be no assurance that the Company will be able to achieve sustainable positive operating results or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management. | |||||||||||||||||
If the Company does not continue to achieve positive operating results and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, (1) a reduction in the nature and scope of the Company’s operations, (2) the Company’s inability to fully implement its current business plan and (3) continued defaults under the Company’s various loan agreements (for a description of past defaults, see the discussion below). There can be no assurance that the Company will successfully improve its liquidity position. The consolidated financial statements do not reflect any adjustments that might be required resulting from the adverse outcome relating to this uncertainty. | |||||||||||||||||
Use of Estimates | Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates and assumptions used in preparation of the consolidated financial statements. | ||||||||||||||||
Purchase Accounting and Business Combinations | Purchase Accounting and Business Combinations - The Company accounts for its business combinations using the purchase method of accounting which requires that intangible assets be recognized apart from goodwill if they are contractual in nature or separately identifiable. Acquisitions are measured on the fair value of consideration exchanged and, if the consideration given is not cash, measurement is based on the fair value of the consideration given or the fair value of the assets acquired, whichever is more reliably measurable. The excess of cost of an acquired entity over the fair value of identifiable acquired assets and liabilities assumed is allocated to goodwill. | ||||||||||||||||
The valuation and allocation process relies on significant assumptions made by management. In certain situations, the allocations of excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations are subject to revision when the Company receives updated information, including appraisals and other analyses, which are completed within one year of the acquisition. Revisions to the fair values, which may be significant, are recorded when pending information is finalized, within one year from the acquisition date. | |||||||||||||||||
Accounts Receivable | Accounts Receivable - Accounts receivable are stated at net realizable value, and as such, current earnings are charged with an allowance for doubtful accounts based on management’s best estimate of the amount of probable incurred credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience and specific account information available. Accounts receivable are reflected in the accompanying consolidated balance sheets net of a valuation allowance of $47,000 and $377,000, as of December 31, 2014 and 2013, respectively. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. | ||||||||||||||||
Inventory | Inventory - Inventory consists solely of finished goods and is stated at the lower of cost or market. Cost is determined under the first-in, first-out (FIFO) method. The Company periodically reviews its inventory and makes provisions as necessary for estimated obsolete and slow-moving goods. The creation of such provisions results in a write down of inventory to net realizable value and a charge to cost of sales. Inventories are reflected in the accompanying consolidated balance sheets net of a valuation allowance of $48,000 and $41,000, as of December 31, 2014 and 2013, respectively. | ||||||||||||||||
Deferred costs | Deferred costs – Deferred costs consist primarily of third party extended hardware and software maintenance services which the Company has paid for in advance. The costs are ratably amortized over the life of the contract, generally one to five years. | ||||||||||||||||
Property and Equipment | Property and Equipment - Property and equipment are recorded at cost. Repairs and maintenance that do not improve or extend the lives of the respective assets are expensed in the period incurred. | ||||||||||||||||
Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets as follows: | |||||||||||||||||
Computer equipment | 3 to 5 years | ||||||||||||||||
Office furniture and fixtures | 5 to 7 years | ||||||||||||||||
Leasehold improvements are amortized over the shorter of the lease term or the life of the improvements. | |||||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets - The Company reviews its long-lived assets and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell. To date, the Company has not recorded any impairment charges. | ||||||||||||||||
Goodwill | Goodwill – Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of reporting unit goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. No impairment charges have been recorded as a result of the Company’s annual impairment assessments. | ||||||||||||||||
Intangible assets | Intangible assets – Purchased intangible assets with finite useful lives are amortized over their respective estimated useful lives (using an accelerated method for customer relationships and trade names) to their estimated residual values, if any. The Company’s finite-lived intangible assets consist of customer relationships, contractor and resume databases, trade names, and internal use software and are being amortized over periods ranging from two to nine years. Purchased intangible assets are reviewed annually to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, recoverability is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, the rate of amortization is accelerated and the remaining carrying value is amortized over the new shorter useful life. No impairments were identified or changes to estimated useful lives have been recorded. | ||||||||||||||||
Deferred Financing Costs | Deferred Financing Costs - Costs incurred by the Company in connection with the issuance of debt are deferred and amortized to interest expense over the life of the underlying indebtedness, adjusted to reflect any early repayments using the effective interest rate method. Deferred financing costs net of amortization totaled approximately $19,000 and $48,000, as of December 31, 2014 and 2013, respectively, and are included in other assets in the accompanying consolidated balance sheets. | ||||||||||||||||
Fair Value Measurement | Fair Value Measurement - Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows: | ||||||||||||||||
· | 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 with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data. | ||||||||||||||||
· | Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company. | ||||||||||||||||
Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above. | |||||||||||||||||
Liabilities Measured and Recorded at Fair Value on a Recurring Basis | |||||||||||||||||
The Company measures certain liabilities at fair value on a recurring basis such as our contingent consideration related to business combinations and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. There have been no transfers between Level 1, 2 or 3 assets or liabilities during the fiscal year ended December 31, 2014. | |||||||||||||||||
The Company classified its contingent consideration related to the Apex acquisition as a Level 3 liability in 2013. Revenue and other assumptions used in the calculation require significant management judgment. The Company reassessed the fair value of the contingent consideration liabilities on a quarterly basis. Based on that assessment, the Company recognized an adjustment of $0 and $820,000 to the calculation of the earn-out obligations during the fiscal year ended December 31, 2014 and December 31, 2013, respectively. On June 9, 2014, the accounting expert issued a final report and the fair value of the earn-out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note (see Note 5 and 10). The convertible promissory note was executed in December 2014. | |||||||||||||||||
The Company is obligated to pay bonus consideration to the former CEO of Apex. Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained. The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date). The Company reassessed the fair value of the contingent consideration liability at December 31, 2014 and determined the amount to be $0. Based on that assessment, the Company recognized an adjustment of CDN$101,000 (US$86,000) and is recorded in the consolidated statement of operations. | |||||||||||||||||
The Company has classified certain warrants related to the August 2013 issuance and sale of common stock in a private offering as a Level 3 Liability. Assumptions used in the calculation require significant judgment. The Company reassesses the fair value of the warrant liabilities on a quarterly basis using a Monte Carlo option pricing model. Based on that assessment, the Company recognized a $284,000 and $296,000 adjustment to the fair value of the warrants during the fiscal years ended December 31, 2014 and 2013, respectively. | |||||||||||||||||
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
Quoted prices in | Significant other | Significant other | |||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Balance at December 31, 2014 | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Quoted prices in | Significant other | Significant other | |||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Contingent consideration liability | |||||||||||||||||
recorded for business combinations | $ | 468 | $ | - | $ | - | $ | 468 | |||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | 803 | - | - | 803 | |||||||||||||
Balance at December 31, 2013 | $ | 1,271 | $ | - | $ | - | $ | 1,271 | |||||||||
The following table summarizes changes to the fair value of the contingent consideration and warrants which are Level 3 liabilities (in thousands): | |||||||||||||||||
Level 3 | |||||||||||||||||
Contingent | Derivative | ||||||||||||||||
consideration | warrants | ||||||||||||||||
Balance at December 31, 2013 | $ | 468 | $ | 803 | |||||||||||||
Adjustments to fair value of warrants (reflected in other income) | - | (284 | ) | ||||||||||||||
Adjustment to contingent acquisition liability | (86 | ) | - | ||||||||||||||
Cash paid for contingent acquisition liability | (84 | ) | - | ||||||||||||||
Settlement of earn-out obligation reflected in notes payable | (279 | ) | - | ||||||||||||||
Effect of currency translation | (19 | ) | - | ||||||||||||||
Balance at December 31, 2014 | $ | - | $ | 519 | |||||||||||||
Assets Measured and Recorded at Fair Value on a Nonrecurring Basis | |||||||||||||||||
The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long lived assets resulting from business combinations are measured at fair value using income and market comparable valuation methodologies at the date of acquisition and subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the fiscal year ended December 31, 2014. | |||||||||||||||||
Translation of Foreign Currencies | Translation of Foreign Currencies - The Company's functional currency is the U.S. dollar. The financial statements of the Company's foreign subsidiary is measured using the local currency, in this case the Canadian dollar (CDN$), as its functional currency and is translated to U.S. dollars for reporting purposes. Assets and liabilities of the subsidiary are translated at exchange rates as of the balance sheet dates. Revenues and expenses of the subsidiary are translated at the rates of exchange in effect during the year. | ||||||||||||||||
Revenue Recognition | Revenue Recognition - Revenues are generated through product sales, warranty and maintenance agreements, software customization, and professional services. Product sales are recognized when the following criteria are met (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured. The Company generates revenues from the sale of extended warranties on wireless and mobile hardware and systems. Revenue related to extended warranty and service contracts is recorded as unearned revenue and is recognized over the life of the contract as the Company maintains financial risk throughout the term of these contracts and may be liable to refund a customer for amounts paid in certain circumstances. Our policy is to classify shipping and handling costs billed to customers and the related expenses as cost of sales. | ||||||||||||||||
The Company also generates revenue from professional services and customer specified software customization on either a fee-for-service or fixed fee basis. Revenue from software customization and professional services that is contracted as fee-for-service is recognized in the period in which the services are performed or delivered. Adjustments to contract price and estimated labor costs are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. The Company records sales net of sales tax. | |||||||||||||||||
The Company enters into revenue arrangements that contain multiple deliverables. Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met for each deliverable in order for revenue recognition to occur in the appropriate accounting period. In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor. A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered item(s) within the arrangement and the allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting. While changes in the allocation of the arrangement consideration between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could affect the timing of revenue recognition, which could affect the Company’s results of operations. When the Company enters into an arrangement that includes multiple elements, we allocate revenue based on their relative selling prices. We use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor specific objective evidence of fair value (“VSOE”), (ii) third party evidence of selling prices (“TPE”) and (iii) best estimate of selling price (“ESP”) as a proxy for VSOE. When both VSOE and TPE are unavailable, we use ESP. We determine ESP by considering all relevant factors in establishing the price. | |||||||||||||||||
Revenue from software licenses may contain arrangements with multiple deliverables, including post-contract customer support, that are subject to software revenue recognition guidance. The revenue for these arrangements is allocated to the software and non-software deliverable based on the relative selling prices of all components in the arrangement using the criteria above. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized in arrears on a quarterly basis, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee. | |||||||||||||||||
Concentration of Risk | Concentration of Risk - Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash, accounts receivable, and accounts payable. Beginning January 1, 2013, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution. This coverage is available at all FDIC member institutions. The Company uses Silicon Valley Bank, which is an FDIC insured institution. Based on these facts, collectability of bank balances appears to be adequate. | ||||||||||||||||
Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue. The Company had one customer who represented 10% of the Company’s revenue for the year ended December 31, 2014 and 2013. The Company had three customers, two of which were not the same, who represented 21% and 24% of its revenue for the year ended December 31, 2014 and 2013, respectively. The Company’s accounts receivable was concentrated with two customers at December 31, 2014, representing 14% and 10% of gross accounts receivable, respectively, and with two different customers at December 31, 2013, representing 19% and 12% of gross accounts receivable, respectively. Customer mix can shift significantly from year to year, but a concentration of the business with a few large customers is typical in any given year. A decline in revenues could occur if a customer that has been a significant source of revenue in one financial reporting period is a less significant source of revenue in the following period. The loss of a significant customer could have a material adverse impact on the Company. | |||||||||||||||||
The Company has the same four primary vendors for the year ended December 31, 2014 compared to the similar period in 2013. For the year ended December 31, 2014, the Company had purchases from these four vendors that collectively represented 60% of total purchases and 75% of the total outstanding accounts payable at December 31, 2014. For the year ended December 31, 2013, the Company had purchases from these four vendors that collectively represented 57% of total purchases and 61% of the total outstanding accounts payable at December 31, 2013. The same single vendor represented 26% and 15% of the total purchases for the year ended December 31, 2014 and 2013, respectively. Loss of this certain vendor could have a material adverse effect on our operations. | |||||||||||||||||
The Company’s contracts with these customers and other customers do not include any specific purchase requirements or other requirements outside of the normal course of business. The majority of customer contracts are on an annual basis for service support while on a purchase order basis for hardware purchases. Typical hardware sales are submitted on an estimated order basis with subsequent follow on orders for specific quantities. These sales are ultimately subject to the time that the units are installed at each of the customer locations as per their requirements. Service contracts are purchased on an annual basis generally and are the performance responsibility of the actual service provider as opposed to the Company. Termination provisions are generally standard clauses based upon non-performance, but a customer can cancel with a certain reasonable notice period anywhere from 30 to 90 days. General industry standards for contracts provide ordinary terms and conditions, while actual work and performance aspects are usually dictated by a Statement of Work which outlines what is being ordered, product specifications, delivery, installation and pricing. | |||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments - The Company’s financial instruments include cash, accounts receivable, accounts payable, accrued expenses, line of credit and long term debt. The carrying value of the short term financial instruments approximates their fair values at December 31, 2014 and 2013, due to their short-term maturities. The carrying value of the Company’s long-term debt approximates its fair value, net of a discount related to a final payment to be made on the due date which is equal to two percent of the original loan amount. | ||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation - The Company records the fair value of all stock-based compensation awards in its consolidated financial statements. The terms and vesting schedules for stock-based awards vary by type of grant and generally vest based on the passage of time. The fair value of stock options and warrants is calculated using the Black-Scholes option-pricing model and the expense is recognized on a straight-line basis over the requisite service period, net of estimated forfeitures. | ||||||||||||||||
Employee Stock Ownership Plan (ESOP) | Employee Stock Ownership Plan (ESOP) - The cost of shares issued to the ESOP, but not yet earned is shown as a reduction of equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. As shares of common stock acquired by the ESOP are committed to be released to each employee, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for earnings per share computations. | ||||||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) – Comprehensive income (loss) consists of net income (loss) and accumulated other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Comprehensive income (loss) for the year ended December 31, 2014 is equal to the net income of $524,000 plus other comprehensive loss totaling $18,000 (relating to exchange translation adjustments arising from the consolidation of the Company’s Canadian Apex subsidiary) to arrive at comprehensive income of $506,000. Comprehensive loss for the year ended December 31, 2013 is equal to the net loss of $5,218,000 plus other comprehensive loss totaling $23,000 (relating to exchange translation adjustments arising from the consolidation of the Company’s Canadian Apex subsidiary) to arrive at comprehensive loss of $5,241,000. | ||||||||||||||||
Income Taxes | Income Taxes – The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) guidance, which requires deferred tax assets and liabilities, be recognized using enacted tax rates to measure the effect of temporary differences between book and tax basis on recorded assets and liabilities. FASB guidance also requires that deferred tax assets be reduced by a valuation allowance, if it is more likely than not some portion or all of the deferred tax assets will not be recognized. | ||||||||||||||||
The Company evaluates on an annual basis its ability to realize deferred tax assets by assessing its valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are forecasts of future taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets. | |||||||||||||||||
In accordance with FASB guidance on accounting for uncertainty in income taxes, the Company evaluates tax positions to determine whether the benefits of tax positions are more likely than not of being sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate settlement. For tax positions that are not more likely than not of being sustained upon audit, the Company does not recognize any portion of the benefit. If the more likely than not threshold is not met in the period for which a tax position is taken, the Company may subsequently recognize the benefit of that tax position if the tax matter is effectively settled, the statute of limitations expires, or if the more likely than not threshold is met in a subsequent period. | |||||||||||||||||
Reclassifications | Reclassifications – Certain reclassifications have been made to prior year consolidated financial statements to conform to current period financial statement presentation. These revisions increased working capital by $0.8 million at December 31, 2013 but did not impact previously reported net loss, loss per share, stockholders’ deficit, total assets or cash flows. | ||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance. This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. Accordingly, the Company will adopt this new guidance beginning in fiscal 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations. | |||||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (Subtopic 205-40), which defines management's responsibility to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern and to provide related disclosures. Currently, this evaluation has only been an auditor requirement. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of the consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. This amended guidance will be effective for us beginning January 1, 2016. The Company does not expect the adoption of this amended guidance to have a significant impact on its Consolidated Financial Statements. | |||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items," to simplify income statement classification by removing the concept of extraordinary items. Under the existing guidance, an entity is required to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is of an unusual nature and occurs infrequently. This separate, net-of-tax presentation (and corresponding earnings per share impact) will no longer be allowed. However, the existing requirement to separately present items that are of an unusual nature or occur infrequently on a pre-tax basis within income from continuing operations has been retained. The ASU is effective for the annual reporting period in the fiscal year that begins after December 15, 2015. Early adoption is permitted, but only as of the beginning of the fiscal year of adoption. Upon adoption, a reporting entity may elect prospective or retrospective application. If adopted prospectively, both the nature and amount of any subsequent adjustments to previously reported extraordinary items must be disclosed. Upon adoption the Company will evaluate going concern based on this guidance. | |||||||||||||||||
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis," to eliminate the deferral of the application of the revised consolidation rules and make changes to both the variable interest model and the voting model. Under this ASU, a general partner will not consolidate a partnership or similar entity under the voting model. The ASU is effective for the annual reporting period in the fiscal year that begins after December 15, 2015 and early adoption is permitted. Upon adoption, the Company will use this guidance to account for items that are of unusual nature or occur infrequently. |
Basis_of_Presentation_Liquidit2
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies(Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule of estimated useful life of property and equipment | Computer equipment | 3 to 5 years | |||||||||||||||
Office furniture and fixtures | 5 to 7 years | ||||||||||||||||
Summary of warrant liability measured at fair value on a recurring basis | Quoted prices in | Significant other | Significant other | ||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Balance at December 31, 2014 | $ | 519 | $ | - | $ | - | $ | 519 | |||||||||
Quoted prices in | Significant other | Significant other | |||||||||||||||
active markets | observable inputs | unobservable inputs | |||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Liabilities | |||||||||||||||||
Contingent consideration liability | |||||||||||||||||
recorded for business combinations | $ | 468 | $ | - | $ | - | $ | 468 | |||||||||
Fair value of warrants issued in connection | |||||||||||||||||
with share purchase agreement | 803 | - | - | 803 | |||||||||||||
Balance at December 31, 2013 | $ | 1,271 | $ | - | $ | - | $ | 1,271 | |||||||||
Summarizes changes to the fair value of the contingent consideration and derivative warrants | |||||||||||||||||
Level 3 | |||||||||||||||||
Contingent | Derivative | ||||||||||||||||
consideration | warrants | ||||||||||||||||
Balance at December 31, 2013 | $ | 468 | $ | 803 | |||||||||||||
Adjustments to fair value of warrants (reflected in other income) | - | (284 | ) | ||||||||||||||
Adjustment to contingent acquisition liability | (86 | ) | - | ||||||||||||||
Cash paid for contingent acquisition liability | (84 | ) | - | ||||||||||||||
Settlement of earn-out obligation reflected in notes payable | (279 | ) | - | ||||||||||||||
Effect of currency translation | (19 | ) | - | ||||||||||||||
Balance at December 31, 2014 | $ | - | $ | 519 |
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Loss Per Common Share [Abstract] | |||||||||
Schedule of reconciliation of the fully dilutive securities effect with net income | December 31, | ||||||||
2014 | 2013 | ||||||||
Net loss attributable to common shareholders | $ | (817 | ) | $ | (7,801 | ) | |||
Weighted average common shares outstanding - basic and diluted | 12,356,270 | 9,802,810 | |||||||
Loss per common share - basic and diluted | $ | (0.07 | ) | $ | (0.80 | ) | |||
Schedule of potentially dilutive securities | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible preferred stock - Series A | 270 | 270 | |||||||
Convertible preferred stock - Series B | 131 | 131 | |||||||
Convertible preferred stock - Series D | 10,287 | 9,918 | |||||||
Convertible preferred stock - Series E | 8,331 | 8,180 | |||||||
Warrants to purchase common stock | 3,279 | 3,555 | |||||||
Options to purchase common stock | 1,386 | 805 | |||||||
Total potentially dilutive securities | 23,684 | 22,859 | |||||||
Warrant_Liability_Tables
Warrant Liability (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrant Liability [Abstract] | |||||||||||||||||
Schedule of warrant liabilities valued at the closing dates of common stock purchase agreement | Placement Agent Warrants | Investor Warrants | |||||||||||||||
Investor Warrants | December | December | December | December | |||||||||||||
31, 2014 | 31, 2013 | 31, 2014 | 31, 2013 | ||||||||||||||
Closing price per share of common stock | $ | 0.38 | $ | 0.53 | $ | 0.38 | $ | 0.53 | |||||||||
Exercise price per share (range) | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||
Expected volatility | 138.3 | % | 123.5 | % | 138.6 | % | 123.5 | % | |||||||||
Risk-free interest rate | 1.3 | % | 1.6 | % | 1.3 | % | 1.6 | % | |||||||||
Dividend yield | - | - | - | - | |||||||||||||
Remaining expected term of underlying | 3.6 | 4.6 | 3.6 | 4.6 | |||||||||||||
securities (years) | |||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Schedule of property and equipment | December 31, | ||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 253 | $ | 225 | |||||
Office furniture and fixtures | 108 | 109 | |||||||
Leasehold improvements | 26 | 26 | |||||||
Total property and equipment | 387 | 360 | |||||||
Less accumulated depreciation and amortization | (242 | ) | (224 | ) | |||||
Property and equipment, net | $ | 145 | $ | 136 | |||||
Recovered_Sheet1
Goodwill And Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of transactions effecting goodwill | Balance as of January 1, 2013 | $8,571 | |||||||||||||||||||||||||||||||
Impact of foreign currency translation | -176 | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2013 | 8,395 | ||||||||||||||||||||||||||||||||
Impact of foreign currency translation | -193 | ||||||||||||||||||||||||||||||||
Balance as of December 31, 2014 | $8,202 | ||||||||||||||||||||||||||||||||
Schedule of intangible assets and accumulated amortization | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Accumulated | WA | Accumulated | WA | ||||||||||||||||||||||||||||||
Gross | Amortization | Net | Life | Gross | Amortization | Net | Life | ||||||||||||||||||||||||||
Customer relationships | $ | 3,144 | $ | (2,099 | ) | $ | 1,045 | 5.8 | $ | 3,264 | $ | (1,654 | ) | $ | 1,610 | 6.5 | |||||||||||||||||
Contractor and resume databases | 675 | (540 | ) | 135 | 1 | 675 | (405 | ) | 270 | 2 | |||||||||||||||||||||||
Tradename | 829 | (546 | ) | 283 | 4.3 | 862 | (364 | ) | 498 | 4.6 | |||||||||||||||||||||||
Internal use software | 2,607 | (2,025 | ) | 582 | 1 | 2,802 | (1,299 | ) | 1,503 | 2.1 | |||||||||||||||||||||||
Covenant not to compete | 103 | (103 | ) | - | - | 104 | (78 | ) | 26 | 0.6 | |||||||||||||||||||||||
$ | 7,358 | $ | (5,313 | ) | $ | 2,045 | 3.9 | $ | 7,707 | $ | (3,800 | ) | $ | 3,907 | 4.2 | ||||||||||||||||||
Schedule of expected emortization expense in the next five years | |||||||||||||||||||||||||||||||||
Year | Amount | ||||||||||||||||||||||||||||||||
2015 | $ | 1,149 | |||||||||||||||||||||||||||||||
2016 | 296 | ||||||||||||||||||||||||||||||||
2017 | 229 | ||||||||||||||||||||||||||||||||
2018 | 178 | ||||||||||||||||||||||||||||||||
2019 | 117 | ||||||||||||||||||||||||||||||||
Thereafter | 76 | ||||||||||||||||||||||||||||||||
Total | $ | 2,045 | |||||||||||||||||||||||||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Expenses and Other Current Liabilities [Abstract] | |||||||||
Schedule of accrued liabilities and other current liabilities | December 31, | ||||||||
2014 | 2013 | ||||||||
Salaries and benefits | $ | 1,778 | $ | 1,873 | |||||
Interest payable | 16 | 23 | |||||||
Professional fees | 56 | 30 | |||||||
Vendor purchases | 50 | 161 | |||||||
Sales tax payable | 396 | 94 | |||||||
Customer deposits | 131 | 194 | |||||||
Other fees and expenses | 335 | 392 | |||||||
Total accrued expenses and other current liabilities | $ | 2,762 | $ | 2,767 | |||||
Term_Debt_Tables
Term Debt (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Term Debt [Abstract] | |||||||||||||||||||||||||
Schedule of term debt | |||||||||||||||||||||||||
Balance | Amortization | Balance | |||||||||||||||||||||||
January 1, | of Note | Currency | December | ||||||||||||||||||||||
2014 | Additions | Payments | Discount | Translation | 31, 2014 | ||||||||||||||||||||
RBC term loan | $ | 1,169 | $ | - | $ | (753 | ) | $ | - | $ | (58 | ) | $ | 358 | |||||||||||
BDC term loan | 1,589 | - | - | - | (127 | ) | 1,462 | ||||||||||||||||||
SVB term loan 2 | 722 | - | (333 | ) | - | - | 389 | ||||||||||||||||||
Note payable seller | - | 291 | (68 | ) | - | (23 | ) | 200 | |||||||||||||||||
Total note discounts | (45 | ) | - | - | 27 | 2 | (16 | ) | |||||||||||||||||
Total debt | $ | 3,435 | $ | 291 | $ | (1,154 | ) | $ | 27 | $ | (206 | ) | 2,393 | ||||||||||||
less current portion | (813 | ) | |||||||||||||||||||||||
Debt, net of current portion | $ | 1,580 | |||||||||||||||||||||||
Balance | Amortization | Balance | |||||||||||||||||||||||
January 1, | of Note | Currency | December | ||||||||||||||||||||||
2013 | Additions | Payments | Discount | Translation | 31, 2013 | ||||||||||||||||||||
RBC term loan | $ | 2,090 | $ | - | $ | (804 | ) | $ | - | $ | (117 | ) | $ | 1,169 | |||||||||||
BDC term loan | 1,705 | - | - | - | (116 | ) | 1,589 | ||||||||||||||||||
SVB term loan | 1,000 | - | (1,000 | ) | - | - | - | ||||||||||||||||||
SVB term loan 2 | - | 1,000 | (278 | ) | - | - | 722 | ||||||||||||||||||
Total note discounts | (73 | ) | (19 | ) | - | 43 | 4 | (45 | ) | ||||||||||||||||
Total debt | $ | 4,722 | $ | 981 | $ | (2,082 | ) | $ | 43 | $ | (229 | ) | 3,435 | ||||||||||||
less current portion | (1,086 | ) | |||||||||||||||||||||||
less RBC debt long term classified as current | (388 | ) | |||||||||||||||||||||||
Debt, net of current portion | $ | 1,961 | |||||||||||||||||||||||
Schedule of maturities of long-term obligations for next five fiscal years | Year | Amount | |||||||||||||||||||||||
2015 | $ | 813 | |||||||||||||||||||||||
2016 | 1,580 | ||||||||||||||||||||||||
Total | $ | 2,393 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Tax [Abstract] | |||||||||||||||||
Schedule of provision for income taxes | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Current income tax expense (benefit): | |||||||||||||||||
Federal | $ | 20 | $ | - | |||||||||||||
State | (2 | ) | 47 | ||||||||||||||
Foreign | (18 | ) | 25 | ||||||||||||||
- | 72 | ||||||||||||||||
Deferred income tax expense (benefit): | |||||||||||||||||
Federal | 23 | 24 | |||||||||||||||
State | (2 | ) | 6 | ||||||||||||||
Foreign | (218 | ) | (301 | ) | |||||||||||||
(197 | ) | (271 | ) | ||||||||||||||
Valuation allowance | - | - | |||||||||||||||
Total income tax expense (benefit) | $ | (197 | ) | $ | (199 | ) | |||||||||||
Schedule of deferred tax assets and liabilities | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Allowance for doubtful accounts | $ | 17 | $ | 163 | |||||||||||||
Inventory reserve and uniform capitalization | 47 | 41 | |||||||||||||||
Accrued expenses and other liabilities | 111 | 305 | |||||||||||||||
Unearned revenue | 299 | 343 | |||||||||||||||
Valuation allowance | (475 | ) | (748 | ) | |||||||||||||
Deferred tax assets - current | (1 | ) | 104 | ||||||||||||||
Other assets | 160 | (295 | ) | ||||||||||||||
Property and equipment | 1 | 18 | |||||||||||||||
Intangibles | 774 | 658 | |||||||||||||||
Net operating loss carryforward | 3,405 | 4,201 | |||||||||||||||
Valuation allowance | (4,326 | ) | (4,631 | ) | |||||||||||||
Deferred tax assets - long term | 14 | (49 | ) | ||||||||||||||
Total net deferred tax asset | $ | 13 | $ | 55 | |||||||||||||
Long term debt | $ | (16 | ) | $ | (17 | ) | |||||||||||
Intangibles | (364 | ) | (662 | ) | |||||||||||||
Goodwill | (80 | ) | (67 | ) | |||||||||||||
Total net deferred tax liability | $ | (460 | ) | $ | (746 | ) | |||||||||||
Total | $ | (447 | ) | $ | (691 | ) | |||||||||||
Schedule of effective income tax rate reconciliation | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Amount | Rate (%) | Amount | Rate (%) | ||||||||||||||
Tax at the Federal statutory rate | $ | 111 | 34 | $ | (1,842 | ) | 34 | ||||||||||
State taxes | 56 | 17 | (464 | ) | 8.6 | ||||||||||||
Permanent differences | 71 | 21.6 | 92 | (1.7 | ) | ||||||||||||
Valuation allowance | (578 | ) | (176.5 | ) | 2,195 | (40.5 | ) | ||||||||||
True up items | 280 | 85.5 | 13 | (0.2 | ) | ||||||||||||
Miscellaneous | 3 | 1.1 | 22 | (0.4 | ) | ||||||||||||
Stock transaction | (97 | ) | (29.5 | ) | 21 | (0.4 | ) | ||||||||||
Foreign rate | (43 | ) | (13.0 | ) | (236 | ) | 4.3 | ||||||||||
Effective tax rate | $ | (197 | ) | (59.8 | ) | $ | (199 | ) | 3.7 | ||||||||
Schedule of unrecognized tax benefits reconciliation roll forward | |||||||||||||||||
Balance as of December 31, 2013 | $ | 172 | |||||||||||||||
Additions based on tax positions related to the current year | 8 | ||||||||||||||||
Additions for tax positions of prior years | - | ||||||||||||||||
Reductions for tax positions of prior years | - | ||||||||||||||||
Currency Fx | (15 | ) | |||||||||||||||
Balance as of December 31, 2014 | $ | 165 | |||||||||||||||
Schedule of income loss before tax benefit | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Domestic | $ | 896 | $ | (5,297 | ) | ||||||||||||
Foreign | (569 | ) | (120 | ) | |||||||||||||
327 | (5,417 | ) |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders' Equity Attributable To Parent [Abstract] | |||||||||||||||||||||||||
Schedule of preferred stock outstanding | Description | ||||||||||||||||||||||||
Series A Preferred, $0.001 par value per share, 500,000 shares designated, | |||||||||||||||||||||||||
269,608 shares issued and outstanding, liquidation preference of $975 | |||||||||||||||||||||||||
plus cumulative dividends of $441 | $ | 1,416 | |||||||||||||||||||||||
Series B Preferred, $0.001 par value per share, 500,000 shares designated, | |||||||||||||||||||||||||
131,347 shares issued and outstanding, liquidation preference of $380 | |||||||||||||||||||||||||
plus cumulative dividends of $123 | 503 | ||||||||||||||||||||||||
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated, | |||||||||||||||||||||||||
730,357 shares issued and outstanding (net of $1,374 in issuance costs), | |||||||||||||||||||||||||
liquidation preference of $7,451 plus cumulative imputed dividends and | 7,502 | ||||||||||||||||||||||||
beneficial convesion feature of $1,621 | |||||||||||||||||||||||||
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated, | |||||||||||||||||||||||||
416,533 shares issued and outstanding (net of $875 in issuance costs), | |||||||||||||||||||||||||
liquidation preference of $4,270 plus cumulative imputed dividends of $110 | 3,401 | ||||||||||||||||||||||||
Total convertible preferred stock | $ | 12,822 | |||||||||||||||||||||||
Schedule of outstanding common stock warrants | |||||||||||||||||||||||||
Total | Weighted | ||||||||||||||||||||||||
Warrants | Total | Average | |||||||||||||||||||||||
Date | Strike | Outstanding | Exercise | Exercise | |||||||||||||||||||||
Issued | Expiration | Price | and Exercisable | Price | Price | ||||||||||||||||||||
Placement Agent Preferred Stock - Class D | 12-Dec | 17-Dec | $ | 1.1 | $ | 704,200 | 774,620 | ||||||||||||||||||
Common Stock Investor Warrants * | 13-Aug | 18-Aug | 0.5 | 1,463,667 | 731,834 | ||||||||||||||||||||
Placement Agent Warrants - Common Stock * | 13-Aug | 18-Aug | 0.5 | 292,733 | 146,367 | ||||||||||||||||||||
Placement Agent Preferred Stock - Class E | 13-Nov | 18-Nov | 0.55 | 818,000 | 449,900 | ||||||||||||||||||||
3,278,600 | $ | 2,102,720 | $ | 0.64 | |||||||||||||||||||||
* warrants classified as liabilities |
ESOP_Tables
ESOP (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Esop Plan [Abstract] | |||||||||||
Schedule of employee stock ownership plan (ESOP) Shares | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Allocated shares | 1,238,987 | 1,128,303 | |||||||||
Shares committed for allocation | 110,684 | 110,684 | |||||||||
Unallocated shares | 332,052 | 442,736 | |||||||||
Total ESOP shares | 1,681,723 | 1,681,723 | |||||||||
Stock_Option_Plan_Tables
Stock Option Plan (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||||||||
Schedule of the summary of the status of the plans and information with respect to the changes in options outstanding | Weighted - | ||||||||||||||||||||||||||
Options | Average | Aggregate | |||||||||||||||||||||||||
Available | Options | Exercise | Intrinsic | ||||||||||||||||||||||||
for Grant | Outstanding | Price | Value | ||||||||||||||||||||||||
1-Jan-14 | 195,495 | 804,505 | $ | 1.39 | |||||||||||||||||||||||
2014 Plan | 2,500,000 | - | - | ||||||||||||||||||||||||
Granted | (982,741 | ) | 982,741 | 0.37 | |||||||||||||||||||||||
Exercised | - | - | - | ||||||||||||||||||||||||
Forfeited | 401,352 | (401,352 | ) | 1.75 | |||||||||||||||||||||||
31-Dec-14 | 2,114,106 | 1,385,894 | $ | 0.56 | $ | - | |||||||||||||||||||||
Exercisable options at December 31, 2014 | 783,832 | $ | 0.72 | $ | - | ||||||||||||||||||||||
Schedule of summary of the information about stock options outstanding | Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
Weighted- | Weighted- | ||||||||||||||||||||||||||
Average | Weighted- | Average | Weighted- | ||||||||||||||||||||||||
Range of | Remaining | Average | Remaining | Average | |||||||||||||||||||||||
Exercise | Number | Contractual | Exercise | Number | Contractual | Exercise | |||||||||||||||||||||
Prices | Outstanding | Life (Years) | Price | Exercisable | Life (Years) | Price | |||||||||||||||||||||
$0.31 - $0.53 | 1,242,741 | 3.45 | $ | 0.4 | 651,741 | 2.28 | $ | 0.46 | |||||||||||||||||||
$1.33 - $2.03 | 88,874 | 2 | 1.9 | 88,874 | 2 | 1.9 | |||||||||||||||||||||
$2.06 - $4.34 | 54,279 | 6.46 | 2.17 | 43,217 | 6.46 | 2.17 | |||||||||||||||||||||
Total | 1,385,894 | 3.47 | $ | 0.56 | 783,832 | 2.48 | $ | 0.72 | |||||||||||||||||||
Schedule of warrant liabilities valued at the closing dates of common stock purchase agreement | Placement Agent Warrants | Investor Warrants | |||||||||||||||||||||||||
Investor Warrants | December | December | December | December | |||||||||||||||||||||||
31, 2014 | 31, 2013 | 31, 2014 | 31, 2013 | ||||||||||||||||||||||||
Closing price per share of common stock | $ | 0.38 | $ | 0.53 | $ | 0.38 | $ | 0.53 | |||||||||||||||||||
Exercise price per share (range) | 0.5 | 0.5 | 0.5 | 0.5 | |||||||||||||||||||||||
Expected volatility | 138.3 | % | 123.5 | % | 138.6 | % | 123.5 | % | |||||||||||||||||||
Risk-free interest rate | 1.3 | % | 1.6 | % | 1.3 | % | 1.6 | % | |||||||||||||||||||
Dividend yield | - | - | - | - | |||||||||||||||||||||||
Remaining expected term of underlying | 3.6 | 4.6 | 3.6 | 4.6 | |||||||||||||||||||||||
securities (years) | |||||||||||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||||||||||
Option Indexed to Issuer's Equity [Line Items] | |||||||||||||||||||||||||||
Schedule of warrant liabilities valued at the closing dates of common stock purchase agreement | 2014 | 2013 | |||||||||||||||||||||||||
Expected term | 1.5 - 3.4 years | 1.50 years | |||||||||||||||||||||||||
Expected volatility | 129.50% - 152.20% | 153.61 | % | ||||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||
Risk-free interest rate | 0.26% - 1.17% | 0.215 | % | ||||||||||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Commitments and Contingencies [Abstract] | |||||||
Schedule of future minimum rental payments under these leases | Years ending December 31: | Amount | |||||
2015 | $ | 543 | |||||
2016 | 407 | ||||||
2017 | 304 | ||||||
2018 | 158 | ||||||
2019 | 84 | ||||||
Thereafter | 57 | ||||||
$ | 1,553 |
Basis_of_Presentation_Liquidit3
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office furniture and fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Office furniture and fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Basis_of_Presentation_Liquidit4
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Details 1) (Recurring basis [Member], Warrant [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with share purchase agreement | $519 | $803 |
Contingent consideration liability recorded for business combinations | 468 | |
Ending Balance | 519 | 1,271 |
Quoted prices in active markets Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with share purchase agreement | ||
Contingent consideration liability recorded for business combinations | ||
Ending Balance | ||
Significant other observable inputs Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with share purchase agreement | ||
Contingent consideration liability recorded for business combinations | ||
Ending Balance | ||
Significant other unobservable inputs Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with share purchase agreement | 519 | 803 |
Contingent consideration liability recorded for business combinations | 468 | |
Ending Balance | $519 | $1,271 |
Basis_of_Presentation_Liquidit5
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Adjustments to fair value of warrants (reflected in other income) | $284,000 | $296,000 |
Cash paid for contingent acquisition liability | -84,000 | |
Level 3 [Member] | Contingent Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2013 | 468,000 | |
Adjustments to fair value of warrants (reflected in other income) | ||
Adjustment to contingent acquisition liability | -86,000 | |
Cash paid for contingent acquisition liability | -84,000 | |
Settlement of earn-out obligation reflected in notes payable | -279,000 | |
Effect of currency translation | -19,000 | |
Balance at December 31, 2014 | ||
Level 3 [Member] | Derivative Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at December 31, 2013 | 803,000 | |
Adjustments to fair value of warrants (reflected in other income) | -284,000 | |
Adjustment to contingent acquisition liability | ||
Cash paid for contingent acquisition liability | ||
Settlement of earn-out obligation reflected in notes payable | ||
Effect of currency translation | ||
Balance at December 31, 2014 | $519,000 |
Basis_of_Presentation_Liquidit6
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Detail Textuals) | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 09, 2014 | Jun. 09, 2014 | |
USD ($) | CAD | USD ($) | CNY | USD ($) | USD ($) | CNY | |
Basis of presentation, liquidity and summary of significant accounting policies (Textuals) | |||||||
Valuation allowance for accounts receivable | $47,000 | $377,000 | |||||
Deferred financing costs net of amortization | 19,000 | 48,000 | |||||
Inventory, valuation allowance | 48,000 | 41,000 | |||||
Adjustment to earn out obligations | -86,000 | 101,000 | -820,000 | ||||
Fair value of earn-out | 400,000 | ||||||
Fair value of earn-out payable in cash | 84,000 | 89,000 | |||||
Fair value of earn-out payable in convertible promissory note | 291,000 | 311,000 | |||||
Fair value of earn-out percentage payable in cash | 22.22% | 22.22% | |||||
Fair value of earn-out percentage payable in convertible promissory note | 77.78% | 77.78% | |||||
Fair value of bonus | 153,000 | 160,000 | |||||
Fair value of the contingent consideration liability | 0 | ||||||
Fair market value adjustment of warrant liability | $284,000 | $296,000 |
Basis_of_Presentation_Liquidit7
Basis of Presentation, Liquidity And Summary of Significant Accounting Policies (Detail Textuals 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Cost [Line Items] | ||
Cash balances insured by FDIC | $250,000 | |
Tax benefits recognized provided percentage of likelihood of realization is greater than | 50.00% | |
Net income (loss) | 524,000 | -5,218,000 |
Comprehensive income (loss) | 506,000 | -5,241,000 |
Other comprehensive loss | -18,000 | -23,000 |
Increase in working capital | $800,000 | |
Revenues | Customer Concentration Risk [Member] | Customer One | ||
Deferred Cost [Line Items] | ||
Number of customers | 1 | 1 |
Total percent of revenues from various customers | 10.00% | 10.00% |
Revenues | Customer Concentration Risk [Member] | Customer Two | ||
Deferred Cost [Line Items] | ||
Number of customers | 3 | 3 |
Total percent of revenues from various customers | 21.00% | 24.00% |
Accounts Receivable | Customer Concentration Risk [Member] | Customer One | ||
Deferred Cost [Line Items] | ||
Number of customers | 2 | 2 |
Total percent of revenues from various customers | 14.00% | 19.00% |
Accounts Receivable | Customer Concentration Risk [Member] | Customer Two | ||
Deferred Cost [Line Items] | ||
Number of customers | 2 | 2 |
Total percent of revenues from various customers | 10.00% | 12.00% |
Total purchases | Supplier Concentration Risk [Member] | ||
Deferred Cost [Line Items] | ||
Total percent of revenues from various customers | 60.00% | 57.00% |
Number of vendors | 4 | 4 |
Total purchases | Supplier Concentration Risk [Member] | Individual Supplier | ||
Deferred Cost [Line Items] | ||
Total percent of revenues from various customers | 26.00% | 15.00% |
Accounts Payable | Supplier Concentration Risk [Member] | ||
Deferred Cost [Line Items] | ||
Total percent of revenues from various customers | 75.00% | 61.00% |
Number of vendors | 4 | 4 |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Loss Per Common Share [Abstract] | ||
Net loss attributable to common shareholders | ($817) | ($7,801) |
Weighted average common shares outstanding - basic and diluted | 12,356,270 | 9,802,810 |
Loss per common share - basic and diluted (in dollars per share) | ($0.07) | ($0.80) |
Loss_Per_Common_Share_Details_
Loss Per Common Share (Details 1) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 23,684 | 22,859 |
Convertible Preferred stock [Member] | Series A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 270 | 270 |
Convertible Preferred stock [Member] | Series B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 131 | 131 |
Convertible Preferred stock [Member] | Series D [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 10,287 | 9,918 |
Convertible Preferred stock [Member] | Series E [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 8,331 | 8,180 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 3,279 | 3,555 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities | 1,386 | 805 |
Loss_Per_Common_Share_Detail_T
Loss Per Common Share (Detail Textuals) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Loss Per Common Share (Textual) | ||
ESOP shares that have not been committed to be released | 0.3 | 0.4 |
Warrant_Liability_Details
Warrant Liability (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Placement Agent Warrants [Member] | ||
Derivative [Line Items] | ||
Closing price per share of common stock | $0.38 | $0.53 |
Exercise price per share (range) | $0.50 | $0.50 |
Expected volatility | 138.30% | 123.50% |
Risk-free interest rate | 1.30% | 1.60% |
Dividend yield | ||
Remaining expected term of underlying securities (years) | 3 years 7 months 6 days | 4 years 7 months 6 days |
Investor Warrants [Member] | ||
Derivative [Line Items] | ||
Closing price per share of common stock | $0.38 | $0.53 |
Exercise price per share (range) | $0.50 | $0.50 |
Expected volatility | 138.60% | 123.50% |
Risk-free interest rate | 1.30% | 1.60% |
Dividend yield | ||
Remaining expected term of underlying securities (years) | 3 years 7 months 6 days | 4 years 7 months 6 days |
Warrant_Liability_Detail_Textu
Warrant Liability (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant Liability (Textual) | ||
Estimated fair value of the outstanding warrant liabilities | $519,000 | $803,000 |
Decrease in fair value of warrant liabilities | $284,000 | $296,000 |
Business_Combinations_Detail_T
Business Combinations (Detail Textuals) (Asset Purchase Agreement [Member], Illume Mobile [Member], USD $) | 1 Months Ended |
Jul. 31, 2012 | |
Asset Purchase Agreement [Member] | Illume Mobile [Member] | |
Business Combinations (Textual) | |
Total purchase consideration | $1,000,000 |
Purchase consideration, cash paid | 250,000 |
Purchase consideration, value of shares issued | 750,000 |
Purchase consideration, number of shares issued | 617,284 |
Value of shares issued in conjunction with the acquisition | 697,531 |
Additional earn out payment to be paid | $500,000 |
Percentage of additional payment to be paid in cash | 50.00% |
Percentage of additional payment to be paid in form of shares | 50.00% |
Business_Combinations_Detail_T1
Business Combinations (Detail Textuals 1) (Apex Systems Integrators, Inc [Member]) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
Jun. 04, 2012 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 09, 2014 | Jun. 09, 2014 | Jun. 04, 2012 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 09, 2014 | Jun. 09, 2014 | |
USD ($) | CAD | USD ($) | CAD | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | |
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||
USD ($) | CAD | |||||||||||||||
Business Combinations (Textual) | ||||||||||||||||
Amount paid in consideration to Apex | $4,801,000 | 5,000,000 | $84,000 | 89,000 | $1,033,000 | 1,076,000 | ||||||||||
Percentage of the fair value of the earn-out | 22.22% | 22.22% | 77.78% | 77.78% | ||||||||||||
Undiscounted payment in consideration for Apex achieving certain levels of EBITDA | 3,360,700 | 3,500,000 | ||||||||||||||
Earn out consideration | 400,000 | 1,033,000 | 1,076,000 | 331,000 | 341,000 | |||||||||||
Amount payable in form of convertible promissory note | 291,000 | 311,000 | ||||||||||||||
Operating expenses | 713,000 | 735,000 | ||||||||||||||
Fair value of bonus to be paid to CEO | 153,000 | 160,000 | ||||||||||||||
Fair value of bonus to be paid to CEO, Accrued earn out recognized | 90,000 | 101,000 | ||||||||||||||
Contingent consideration liability recorded for business combinations | 0 | |||||||||||||||
Business combination contingent consideration liability adjustments | $86,000 | 101,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $387 | $360 |
Less accumulated depreciation and amortization | -242 | -224 |
Property and equipment, net | 145 | 136 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 253 | 225 |
Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 108 | 109 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $26 | $26 |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property and Equipment (Textual) | ||
Depreciation and amortization expense | $48,000 | $73,000 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Balance as of January, Beginning balance | $8,395 | $8,571 |
Impact of foreign currency translation | -193 | -176 |
Balance as of December, Ending balance | $8,202 | $8,395 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $7,358 | $7,707 |
Accumulated Amortization | -5,313 | -3,800 |
Net | 2,045 | 3,907 |
WA Life | 3 years 10 months 24 days | 4 years 2 months 12 days |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 3,144 | 3,264 |
Accumulated Amortization | -2,099 | -1,654 |
Net | 1,045 | 1,610 |
WA Life | 5 years 9 months 18 days | 6 years 6 months |
Contractor and resume databases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 675 | 675 |
Accumulated Amortization | -540 | -405 |
Net | 135 | 270 |
WA Life | 1 year | 2 years |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 829 | 862 |
Accumulated Amortization | -546 | -364 |
Net | 283 | 498 |
WA Life | 4 years 3 months 18 days | 4 years 7 months 6 days |
Internal use software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,607 | 2,802 |
Accumulated Amortization | -2,025 | -1,299 |
Net | 582 | 1,503 |
WA Life | 1 year | 2 years 1 month 6 days |
Covenant not to compete [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | 103 | 104 |
Accumulated Amortization | -103 | -78 |
Net | $26 | |
WA Life | 7 months 6 days |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets [Abstract] | ||
2015 | $1,149 | |
2016 | 296 | |
2017 | 229 | |
2018 | 178 | |
2019 | 117 | |
Thereafter | 76 | |
Net | $2,045 | $3,907 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets (Textual) | ||
Amortization of intangible assets | $1,706,000 | $1,903,000 |
Effect of foreign currency translation on intangible assets | ($156,000) | ($213,000) |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Salaries and benefits | $1,778 | $1,873 |
Interest payable | 16 | 23 |
Professional fees | 56 | 30 |
Vendor purchases | 50 | 161 |
Sales tax payable | 396 | 94 |
Customer deposits | 131 | 194 |
Other fees and expenses | 335 | 392 |
Total accrued expenses and other current liabilities | $2,755 | $2,804 |
Line_of_Credit_Detail_Textuals
Line of Credit (Detail Textuals) | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 27, 2015 | |
USD ($) | USD ($) | Line of credit [Member] | Line of credit [Member] | Silicon Valley Bank ("SVB") [Member] | SVB Loan Agreement [Member] | SVB Loan Agreement [Member] | RBC Credit Agreement [Member] | RBC Credit Agreement [Member] | RBC Credit Agreement [Member] | Subsequent Event [Member] | |
USD ($) | USD ($) | Line of credit [Member] | Silicon Valley Bank ("SVB") [Member] | Silicon Valley Bank ("SVB") [Member] | Royal Bank of Canada [Member] | Royal Bank of Canada [Member] | Royal Bank of Canada [Member] | Silicon Valley Bank ("SVB") [Member] | |||
USD ($) | Line of credit [Member] | Line of credit [Member] | Line of credit [Member] | Line of credit [Member] | Line of credit [Member] | Line of credit [Member] | |||||
USD ($) | USD ($) | CAD | USD ($) | USD ($) | USD ($) | ||||||
Line of Credit (Tetxual) | |||||||||||
Aggregate amount of credit facility | $10,000,000 | 200,000 | |||||||||
Outstanding balance on the line of credit | 5,800,000 | 3,800,000 | 58,000 | 0 | |||||||
Minimum Tangible Net Worth | 9,700,000 | 8,600,000 | |||||||||
Minimum tangible net worth's pro forma effect in capital raise | 1,000,000 | 800,000 | |||||||||
Line of credit, covenant terms | The Company entered into an agreement to further amend the original SVB Loan Agreement dated December 15, 2006 to extend the maturity date of the revolving credit line provided thereunder to February 28, 2017. The February 27, 2015 amendment provides for interest at prime plus 3.25% in 2015, and provides for further interest rate reductions upon achievement of certain financial thresholds. | ||||||||||
Annual Interest Rate | 6.50% | 6.50% | 0.04% | 4.50% | |||||||
Annual interest rate, Additional percentage | 1.50% | ||||||||||
Availability under the line of credit | 2,200,000 | 3,300,000 | |||||||||
Interest expense for the lines of credit, including amortization of deferred financing costs | $432,000 | $362,000 | |||||||||
Line of credit facility, expiration date | 28-Feb-17 |
Term_Debt_Details
Term Debt (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Beginning Balance | $3,435 | $4,722 |
Additions | 291 | 981 |
Payments | -1,154 | -2,082 |
Amortization of Note Discount | 27 | 43 |
Currency Translation | -206 | -229 |
Ending Balance | 2,393 | 3,435 |
Less current portion | -1,086 | |
less RBC debt long term classified as current | -813 | -388 |
Debt, net of current portion | 1,580 | 1,961 |
RBC term loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | 1,169 | 2,090 |
Additions | ||
Payments | -753 | -804 |
Amortization of Note Discount | ||
Currency Translation | -58 | -117 |
Ending Balance | 358 | 1,169 |
BDC term loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | 1,589 | 1,705 |
Additions | ||
Payments | ||
Amortization of Note Discount | ||
Currency Translation | -127 | -116 |
Ending Balance | 1,462 | 1,589 |
SVB term loan [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | 1,000 | |
Additions | ||
Payments | -1,000 | |
Amortization of Note Discount | ||
Currency Translation | ||
Ending Balance | ||
SVB term loan-2 [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | 722 | |
Additions | 1,000 | |
Payments | -333 | -278 |
Amortization of Note Discount | ||
Currency Translation | ||
Ending Balance | 389 | 722 |
Note discount [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | -45 | -73 |
Additions | -19 | |
Payments | ||
Amortization of Note Discount | 27 | 43 |
Currency Translation | 2 | 4 |
Ending Balance | -16 | -45 |
Note payable seller [Member] | ||
Debt Instrument [Line Items] | ||
Beginning Balance | ||
Additions | 291 | |
Payments | -68 | |
Amortization of Note Discount | ||
Currency Translation | -23 | |
Ending Balance | $200 |
TermDebt_Details_1
TermDebt (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Term Debt [Abstract] | |||
2015 | $813 | ||
2016 | 1,580 | ||
Total | $2,393 | $3,435 | $4,722 |
Term_Debt_Detail_Textuals
Term Debt (Detail Textuals) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Jun. 04, 2012 | Jun. 04, 2012 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | RBC term loan [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Other assets | Other assets | |
RBC term loan [Member] | RBC term loan [Member] | RBC term loan [Member] | RBC term loan [Member] | RBC term loan [Member] | RBC term loan [Member] | USD ($) | USD ($) | ||||
Line of credit [Member] | Line of credit [Member] | Term credit facility | Term credit facility | Term credit facility | Term credit facility | ||||||
USD ($) | CAD | CAD | USD ($) | USD ($) | USD ($) | ||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized deferred financing costs | $19,000 | $48,000 | |||||||||
Aggregate amount of credit facility | 2,641,000 | 2,750,000 | 2,500,000 | 2,401,000 | |||||||
Term Loan, Interest percentage | 4.00% | 7.00% | |||||||||
Interest Rate Basis | RBP | ||||||||||
Principal and interest payable period | 3 years | ||||||||||
Fixed principal amount | 70,000 | ||||||||||
Frequency of repayment | Monthly | ||||||||||
Financing costs paid | 100,000 | 119,000 | 120,000 | ||||||||
Percentage of Apex's free cash flow for mandatory repayments of term loan | 20.00% | ||||||||||
Period of payment for mandatory repayments | 30 days | ||||||||||
Estimated amount of term loan included in current portion of debt | ($1,086,000) | $0 | $0 | ||||||||
Term loan and financial covenant, Description | On August 16, 2013 the RBC Credit Agreement was amended and certain financial covenants were modified. Pursuant to the amended credit agreement and commencing with the fiscal year ended December 31, 2013, the Company is required to maintain a fixed coverage ratio, calculated on a consolidated basis of not less than 1.15:1 with a step-up to 1.25:1 as of March 31, 2014, tested on a rolling four quarter basis thereafter and a ratio of funded debt to EBITDA, calculated on an annual consolidated basis of not greater than 3.0:1, tested on a rolling four quarter basis thereafter. |
Term_Debt_Detail_Textuals_1
Term Debt (Detail Textuals 1) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 09, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 04, 2012 | |
USD ($) | USD ($) | BDC term loan [Member] | BDC term loan [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | ||
Term credit facility | BDC term loan [Member] | BDC term loan [Member] | BDC term loan [Member] | BDC term loan [Member] | ||||||
USD ($) | Term credit facility | Term credit facility | Term credit facility | Term credit facility | ||||||
CAD | USD ($) | CAD | USD ($) | |||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate amount of credit facility | 1,700,000 | $1,632,000 | ||||||||
Interest rate | 22.22% | 12.50% | ||||||||
Maturity date | 30-Jun-16 | 23-Jun-16 | ||||||||
Debt instrument interest extention period | 1 year | |||||||||
Line of credit facility extension fee percentage | 2.00% | |||||||||
Line of credit facility additional periodic interest payment | 20,000 | |||||||||
Percentage of Apex's free cash flow for mandatory repayments of term loan | 50.00% | |||||||||
Maximum annual cash flow sweep | 425,000 | 425,000 | ||||||||
Estimated amount of term loan under mandatory repayments | 0 | |||||||||
Financing costs paid | 100,000 | 119,000 | 70,000 | |||||||
Terms of loan agreement, description | The terms of the BDC loan agreement also provide for a fee to BDC in the event of the occurrence of any of the following:(a) if 50% or more of any company comprising Apex or the Company (consolidated assets or shares) is sold or merged with an unrelated entity; or (b) if there is a change of control of Apex and/or the Company prior to the Maturity Date or any extended maturity date of the BDC Tern Loan, | |||||||||
Deferred finance costs | 12,000 | 35,000 | ||||||||
Note discount | $12,000 | $35,000 | ||||||||
Percentage of value of company and acquiree paid as bonus on fulfillment of terms | 2.00% | |||||||||
Term loan and financial covenant, Description | On August 22, 2013, the BDC Term Loan was amended and certain financial covenants were modified. Pursuant to the amended loan agreement, the Company is required to maintain, for the duration of the investment, a term debt to equity ratio not exceeding 1.1:1 (measured annually); and an adjusted current ratio of 0.40:1 (measured annually) and revised yearly 120 days after each year end. |
Term_Debt_Detail_Textuals_2
Term Debt (Detail Textuals 2) (USD $) | 12 Months Ended | 2 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 27, 2013 | Feb. 27, 2015 | Jun. 09, 2014 | Feb. 01, 2011 | |
Installment | Installment | |||||
Debt Instrument [Line Items] | ||||||
Interest rate | 22.22% | |||||
Minimum tangible net worth's pro forma effect in capital raise | $1,000,000 | $800,000 | ||||
Term credit facility | Silicon Valley Bank ("SVB") | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding balance on the line of credit | 389,000 | 722,000 | ||||
Number of equal monthly installments | 36 | 36 | ||||
Percent of aggregate amount of the term loan equal to final payment | 2.00% | |||||
Interest rate | 9.00% | 75.00% | ||||
Final payment recorded as discount | 60,000 | |||||
Excess tangible assets net worth | 1,000,000 | |||||
Additional term loan | 1,000,000 | |||||
Interest expense for the lines of credit, including amortization of deferred financing costs | $408,000 | $564,000 | ||||
Term credit facility | Silicon Valley Bank ("SVB") | Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, covenant terms | On February 27, 2015, the Company further amended the SVB Loan Agreement to extend the maturity date of the revolving credit line provided thereunder to February 28, 2017. The February 27, 2015 amendment provides for interest at prime plus 3.25% in 2015, and provides for further interest rate reductions upon achievement of certain financial thresholds. The February 27, 2015 amendment contains certain financial covenants |
Term_Debt_Detail_Textuals_3
Term Debt (Detail Textuals 3) (Apex Systems Integrators, Inc [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Installment | |
Apex Systems Integrators, Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Description of interest rate | The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. |
Maturity date | 30-Jun-16 |
Description of Conversion price | Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00MN$1.04, or the Canadian Dollar equivalent of US$1.00 =DN$1.04. |
Number of installment | 8 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current income tax expense (benefit): | ||
Federal | $20 | |
State | -2 | 47 |
Foreign | -18 | 25 |
Current income tax expense (benefit), Total | 72 | |
Deferred income tax expense (benefit): | ||
Federal | 23 | 24 |
State | -2 | 6 |
Foreign | -218 | -301 |
Deferred income tax expense (benefit), Total | -197 | -271 |
Valuation allowance | ||
Total income tax expense (benefit) | ($197) | ($199) |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax [Abstract] | ||
Allowance for doubtful accounts | $17 | $163 |
Inventory reserve and uniform capitalization | 47 | 41 |
Accrued expenses and other liabilities | 111 | 305 |
Unearned revenue | 299 | 343 |
Valuation allowance | -475 | -748 |
Deferred tax assets - current | 21 | 49 |
Other assets | 160 | -295 |
Property and equipment | 1 | 18 |
Intangibles | 774 | 658 |
Net operating loss carryforward | 3,405 | 4,201 |
Valuation allowance | -4,326 | -4,631 |
Deferred tax assets - long term | 14 | -49 |
Total net deferred tax asset | 13 | 55 |
Long term debt | -16 | -17 |
Intangibles | -364 | -662 |
Goodwill | -80 | -67 |
Total net deferred tax liability | -460 | -746 |
Total | ($447) | ($691) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax [Abstract] | ||
Tax at the Federal statutory rate | $111 | ($1,842) |
State taxes | 56 | -464 |
Permanent differences | 71 | 92 |
Valuation allowance | -578 | 2,195 |
True up items | 280 | 13 |
Miscellaneous | 3 | 22 |
Stock transaction | -97 | 21 |
Foreign rate | -43 | -236 |
Effective tax rate | ($197) | ($199) |
Tax at the Federal statutory rate | 34.00% | 34.00% |
State taxes | 17.00% | 8.60% |
Permanent differences | 21.60% | -1.70% |
Valuation allowance | -176.50% | -40.50% |
True up items | 85.50% | -0.20% |
Miscellaneous | 1.10% | -0.40% |
Stock transaction | -29.50% | -0.40% |
Foreign rate | -13.00% | 4.30% |
Effective tax rate | -59.80% | 3.70% |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance as of December 31, 2013 | $172 |
Additions based on tax positions related to the current year | 8 |
Additions for tax positions of prior years | |
Reductions for tax positions of prior years | |
Currency Fx | -15 |
Balance as of December 31, 2014 | $165 |
Income_Taxes_Details_4
Income Taxes (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Domestic | $896 | ($5,297) |
Foreign | -569 | -120 |
Income (loss) before income taxes | $327 | ($5,417) |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | |
Income Tax [Abstract] | ||
Interest and penalties from examination | $170,000 | |
Operating loss carryforwards, federal | 9,100,000 | |
Operating loss carryforwards, state and local | 8,500,000 | |
Limitations on use, federal amount | 9,100,000 | |
Limitations on use, state and local amount | 8,500,000 | |
Operating loss carryforwards, expiration date | 31-Dec-33 | |
Annual Limitation for ownership changes | $505,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Cumulative Convertible Preferred Stock, USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Cumulative Convertible Preferred Stock [Line Items] | |
Total Preferred Stock outstanding | $12,822 |
Series A Preferred Stock | |
Cumulative Convertible Preferred Stock [Line Items] | |
Total Preferred Stock outstanding | 1,416 |
Series B Preferred Stock | |
Cumulative Convertible Preferred Stock [Line Items] | |
Total Preferred Stock outstanding | 503 |
Series D Preferred Stock | |
Cumulative Convertible Preferred Stock [Line Items] | |
Total Preferred Stock outstanding | 7,502 |
Series E Preferred Stock [Member] | |
Cumulative Convertible Preferred Stock [Line Items] | |
Total Preferred Stock outstanding | $3,401 |
Stockholders_Equity_Parentheti
Stockholders' Equity (Parentheticals) - (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Cumulative Convertible Preferred Stock [Line Items] | ||
Par value of preferred stock (in dollars per share) | $0.00 | $0.00 |
Shares designated | 10,000,000 | 10,000,000 |
Shares issued | 1,547,845 | 1,514,155 |
Shares outstanding | 1,547,845 | 1,514,155 |
Cumulative preferred dividends | $2,295 | $1,956 |
Cumulative Convertible Preferred Stock | Series A Preferred Stock | ||
Cumulative Convertible Preferred Stock [Line Items] | ||
Par value of preferred stock (in dollars per share) | $0.00 | |
Shares designated | 500,000 | |
Shares issued | 269,608 | |
Shares outstanding | 269,608 | |
Liquidation preference | 975 | |
Cumulative preferred dividends | 441 | |
Cumulative Convertible Preferred Stock | Series B Preferred Stock | ||
Cumulative Convertible Preferred Stock [Line Items] | ||
Par value of preferred stock (in dollars per share) | $0.00 | |
Shares designated | 500,000 | |
Shares issued | 131,347 | |
Shares outstanding | 131,347 | |
Liquidation preference | 380 | |
Cumulative preferred dividends | 123 | |
Cumulative Convertible Preferred Stock | Series D Preferred Stock | ||
Cumulative Convertible Preferred Stock [Line Items] | ||
Par value of preferred stock (in dollars per share) | $0.00 | |
Shares designated | 4,000,000 | |
Shares issued | 730,357 | |
Shares outstanding | 730,357 | |
Liquidation preference | 7,451 | |
Cumulative preferred dividends | 1,621 | |
Preferred stock, issuance costs | 1,374 | |
Conversion benefits on preferred stock | 1,621 | |
Cumulative Convertible Preferred Stock | Series E Preferred Stock [Member] | ||
Cumulative Convertible Preferred Stock [Line Items] | ||
Par value of preferred stock (in dollars per share) | $0.00 | |
Shares issued | 416,533 | |
Shares outstanding | 416,533 | |
Liquidation preference | 4,270 | |
Cumulative preferred dividends | 110 | |
Preferred stock, issuance costs | $875 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (Warrants, USD $) | 12 Months Ended | |
Dec. 31, 2014 | ||
Class of Warrant or Right [Line Items] | ||
Outstanding common stock warrants, total warrants outstanding and exercisable | $3,278,600 | |
Outstanding common stock warrants total exercise price | 2,102,720 | |
Outstanding common stock warrants weighted average exercise price | $0.64 | |
Placement Agent Preferred Stock - Class D | ||
Class of Warrant or Right [Line Items] | ||
Outstanding common stock warrants, date issued | 2012 December | |
Outstanding common stock warrants expiration date | 2017 December | |
Strike price of common stock warrant | $1.10 | |
Outstanding common stock warrants, total warrants outstanding and exercisable | 704,200 | |
Outstanding common stock warrants total exercise price | 774,620 | |
Common Stock Investor Warrants | ||
Class of Warrant or Right [Line Items] | ||
Outstanding common stock warrants, date issued | 2013 August | [1] |
Outstanding common stock warrants expiration date | 2018 August | [1] |
Strike price of common stock warrant | $0.50 | [1] |
Outstanding common stock warrants, total warrants outstanding and exercisable | 1,463,667 | [1] |
Outstanding common stock warrants total exercise price | 731,834 | [1] |
Placement Agent Warrants - Common Stock | ||
Class of Warrant or Right [Line Items] | ||
Outstanding common stock warrants, date issued | 2013 August | [1] |
Outstanding common stock warrants expiration date | 2018 August | [1] |
Strike price of common stock warrant | $0.50 | [1] |
Outstanding common stock warrants, total warrants outstanding and exercisable | 292,733 | [1] |
Outstanding common stock warrants total exercise price | 146,367 | [1] |
Placement Agent Preferred Stock - Class E | ||
Class of Warrant or Right [Line Items] | ||
Outstanding common stock warrants, date issued | 2013 November | |
Outstanding common stock warrants expiration date | 2018 November | |
Strike price of common stock warrant | $0.55 | |
Outstanding common stock warrants, total warrants outstanding and exercisable | 818,000 | |
Outstanding common stock warrants total exercise price | $449,900 | |
[1] | warrants classified as liabilities |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Total number of authorized shares | 110,000,000 | |
Number of common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Number of preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | 1,547,845 | 1,514,155 |
Preferred stock, shares outstanding | 1,547,845 | 1,514,155 |
Preferred Stock | Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Number of preferred stock, shares authorized | 500,000 | |
Preferred stock, shares issued | 269,608 | |
Preferred stock, shares outstanding | 269,608 | |
Preferred Stock | Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Number of preferred stock, shares authorized | 500,000 | |
Preferred stock, shares issued | 131,347 | |
Preferred stock, shares outstanding | 131,347 | |
Preferred Stock | Series D Preferred Stock | ||
Class of Stock [Line Items] | ||
Number of preferred stock, shares authorized | 4,000,000 | |
Preferred stock, shares issued | 730,357 | |
Preferred stock, shares outstanding | 730,357 | |
Preferred Stock | Series E Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of preferred stock, shares authorized | 2,000,000 | |
Preferred stock, shares issued | 416,533 | |
Preferred stock, shares outstanding | 416,533 |
Stockholders_Equity_Details_Te1
Stockholders' Equity (Details Textual 1) (USD $) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2014 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2013 | |
Dividends Payable [Line Items] | |||||
Shares designated | 10,000,000 | 10,000,000 | |||
Par value of preferred stock (in dollars per share) | $0.00 | $0.00 | |||
Warrant [Member] | |||||
Dividends Payable [Line Items] | |||||
Number of common stock called for warrants | 818,000 | ||||
Exercise price of warrants | $0.64 | ||||
Estimated fair value of warrants | $278,000 | ||||
Stock price | $0.47 | ||||
Expected term | 2 years 6 months | ||||
Risk-free interest rate | 0.44% | ||||
Expected volatility | 143.00% | ||||
Dividend yield | 0.00% | ||||
Series E Preferred Stock [Member] | |||||
Dividends Payable [Line Items] | |||||
Conversion price per share | $0.50 | ||||
Cumulative Convertible Preferred Stock | Series A Preferred Stock | |||||
Dividends Payable [Line Items] | |||||
Stated value of preferred per share | $4 | ||||
Dividend Rate | 8.00% | ||||
Conversion price per share | $4 | ||||
Shares designated | 500,000 | ||||
Par value of preferred stock (in dollars per share) | $0.00 | ||||
Cumulative Convertible Preferred Stock | Series B Preferred Stock | |||||
Dividends Payable [Line Items] | |||||
Stated value of preferred per share | $3.20 | ||||
Dividend Rate | 8.00% | ||||
Conversion price per share | $3.20 | ||||
Shares designated | 500,000 | ||||
Par value of preferred stock (in dollars per share) | $0.00 | ||||
Cumulative Convertible Preferred Stock | Series C Preferred Stock | |||||
Dividends Payable [Line Items] | |||||
Shares designated | 5,000,000 | ||||
Cumulative Convertible Preferred Stock | Series D Preferred Stock | |||||
Dividends Payable [Line Items] | |||||
Stated value of preferred per share | $10 | ||||
Dividend rate, Description | The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue. We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company's common stock for the five prior consecutive trading days. | ||||
Dividend Rate | 8.00% | ||||
Conversion price per share | $1 | ||||
Shares designated | 4,000,000 | ||||
Par value of preferred stock (in dollars per share) | $0.00 | ||||
Liquidation price per share | $10 | ||||
Minimum closing price of common stock | $2 | ||||
Minimum average daily trading volume | 5,000 | ||||
Redemption purchase price per share | $10 | ||||
Contingent beneficial conversion feature recorded as coversion price | 1,300,000 | ||||
Liquidated damages | 18,000 | ||||
Dividend payable, shares | 26,157 | 26,157 | |||
Dividend payable estimated fair value | 147,000 | 213,000 | |||
Accrued cash dividends | 351 | ||||
Reduced conversion price per share | $0.90 | ||||
Cumulative Convertible Preferred Stock | Series D Preferred Stock | Minimum | |||||
Dividends Payable [Line Items] | |||||
Partial liquidated damage percentages of purchase price paid by each investor | 0.10% | ||||
Reduced conversion price per share | $0.71 | ||||
Cumulative Convertible Preferred Stock | Series D Preferred Stock | Maximum | |||||
Dividends Payable [Line Items] | |||||
Partial liquidated damage percentages of purchase price paid by each investor | 0.60% | ||||
Reduced conversion price per share | |||||
Cumulative Convertible Preferred Stock | Series E Preferred Stock [Member] | |||||
Dividends Payable [Line Items] | |||||
Stated value of preferred per share | $10 | ||||
Dividend rate, Description | The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company's Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days. | ||||
Conversion price per share | $0.50 | ||||
Par value of preferred stock (in dollars per share) | $0.00 | ||||
Liquidation price per share | $10 | ||||
Minimum closing price of common stock | $1.35 | ||||
Minimum average daily trading volume | 10,000 | ||||
Dividend payable, shares | 7,533 | 7,533 | |||
Dividend payable estimated fair value | 105,000 | 75,000 | |||
Accrued cash dividends | 561 | ||||
Number of preferred stock issued for cash consideration | 409,000 | ||||
Value of preferred stock issued for cash consideration | 4,090,000 | ||||
Issuance cost | 875,000 | ||||
Placement fees | 327,000 | ||||
Legal and other expenses | $270,000 | ||||
Cumulative Convertible Preferred Stock | Series E Preferred Stock [Member] | Minimum | |||||
Dividends Payable [Line Items] | |||||
Partial liquidated damage percentages of purchase price paid by each investor | 0.10% | ||||
Cumulative Convertible Preferred Stock | Series E Preferred Stock [Member] | Maximum | |||||
Dividends Payable [Line Items] | |||||
Partial liquidated damage percentages of purchase price paid by each investor | 0.60% |
Stockholders_Equity_Details_Te2
Stockholders' Equity (Details Textual 2) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 15, 2013 | Nov. 15, 2012 | Apr. 26, 2013 | Aug. 21, 2013 | Jul. 31, 2012 | Jun. 04, 2012 | Dec. 10, 2013 | Nov. 12, 2013 | |
Employee | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gross proceeds from private placement | $403,000 | |||||||||
Common stock deemed dividend | 263,000 | |||||||||
Common stock, shares issued | 12,883,446 | 12,883,446 | ||||||||
Gross proceeds from warrants offering | 1,099,000 | |||||||||
Fair market value adjustment of warrant liability | 284,000 | 296,000 | ||||||||
Common stock issued as an antidilution adjustment | ||||||||||
Number of employees | 3 | |||||||||
Purchase Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Term of warrants | 5 years | |||||||||
Common stock purchase price per share, Minimum | $0.60 | |||||||||
Series C Preferred Stock | Sigma Agreement | Sigma Opportunity Fund II, LLC and Sigma Capital Advisors, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock issued as an antidilution adjustment | 174,000 | |||||||||
Series E Preferred Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares issued | 585,467 | |||||||||
Conversion Price Per Share | $0.50 | |||||||||
Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued as consideration for acquisition related expenses | 70,207 | |||||||||
Investor Warrants [Member] | Purchase Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Aggregate number of common stock sold | 2,594,000 | 333,333 | ||||||||
Sale of stock price per Share | 0.6 | $0.60 | ||||||||
Exercise price of warrants | 1 | |||||||||
Purchase of aggregate shares by investor warrants sold | 1,297,000 | |||||||||
Gross proceeds from private placement | 1,556,400 | 200,000 | ||||||||
Investor warrants sold | 166,667 | |||||||||
Placement Agent Warrants [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Exercise price of warrants | $0.60 | |||||||||
Term of warrants | 5 years | |||||||||
Placement agent commision, Value | 175,600 | |||||||||
Placement agent fees percentage | 10.00% | |||||||||
Common stock purchased by Warrants | 292,733 | |||||||||
Warrants | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gross proceeds from warrants offering | 1,700,000 | |||||||||
Issuance costs, Net | 200,000 | |||||||||
Fair market value adjustment of warrant liability | 1,100,000 | |||||||||
Balance of warrant liability recorded as equity | 400,000 | |||||||||
Illume Mobile | Common Stock [Member] | Asset Purchase Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued as consideration for acquisition related expenses | 617,284 | |||||||||
Value of shares issued as consideration for acquisition related expenses | 698,000 | |||||||||
Apex Systems Integrators, Inc [Member] | Common Stock [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued as consideration for acquisition related expenses | 325,000 | |||||||||
Apex Systems Integrators, Inc [Member] | Common Stock [Member] | Selling, General and Administrative Expenses | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Value of shares issued as consideration for acquisition related expenses | $341,000 | 83,000 |
Stockholders_Equity_Details_Te3
Stockholders' Equity (Details Textual 3) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 15, 2013 | Aug. 21, 2013 | Nov. 22, 2014 | Nov. 12, 2014 | Dec. 31, 2012 | Dec. 10, 2013 | |
Class Of Warrant Or Right [Line Items] | ||||||||
Fair market value adjustment of warrant liability | $284,000 | $296,000 | ||||||
Common stock, shares issued | 12,883,446 | 12,883,446 | ||||||
Warrant [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Fair market value adjustment of warrant liability | 519,000 | 803,000 | ||||||
Warrants issued in connection with common stock private placement | 1,099,000 | 1,099,000 | ||||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Fair Value, Net Asset (Liability) | 803,000 | |||||||
Series E Preferred Stock [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Common stock, shares issued | 585,467 | |||||||
Series E Preferred Stock [Member] | Warrant [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Exercise price of warrants | $0.55 | $0.55 | ||||||
Estimated fair value of warrants | $278,000 | $278,000 | ||||||
Stock price | $0.47 | $0.47 | ||||||
Expected term | 2 years 6 months | 2 years 6 months | ||||||
Risk-free interest rate | 0.44% | 0.44% | ||||||
Expected volatility | 143.00% | 143.00% | ||||||
Dividend yield | 0.00% | 0.00% | ||||||
Common stock, shares issued | 818,000 | 818,000 | ||||||
Investor Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of warrants | 1,463,667 | |||||||
Placement Agent Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Issuance of warrants | 292,733 |
ESOP_Details
ESOP (Details) (Employee Stock Ownership Plan (the "ESOP")) | Dec. 31, 2014 | Dec. 31, 2013 |
Employee Stock Ownership Plan (the "ESOP") | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Allocated shares | 1,238,987 | 1,128,303 |
Shares committed for allocation | 110,684 | 110,684 |
Unallocated shares | 332,052 | 442,736 |
Total ESOP shares | 1,681,723 | 1,681,723 |
ESOP_Detail_Textual
ESOP (Detail Textual) (USD $) | 1 Months Ended | ||
Dec. 31, 2003 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Unearned ESOP shares | $484,000 | $629,000 | |
Employee Stock Ownership Plan (the "ESOP") | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Amount loaned to ESOP | 1,950,000 | ||
Number of shares acquired | 564,195 | ||
Value of shares acquired | 650,000 | ||
Interest rate | 5.25% | ||
Term of ESOP note | 15 years | ||
Employee Stock Ownership Plan (the "ESOP") | Former stockholder | |||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Number of shares acquired | 1,128,558 | ||
Value of shares acquired | $1,300,000 |
ESOP_Detail_Textual_1
ESOP (Detail Textual 1) (Employee Stock Ownership Plan (the "ESOP"), USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Ownership Plan (the "ESOP") | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
Term of completed year of service | 3 months | |
Number of period for vesting | 2 years | |
Fully Vesting period | 6 years | |
Minimum amount of ESOP contributions | $80,000 | $130,000 |
Contribution expense | 178,000 | 178,000 |
ESOP principal payment | 145,000 | 138,000 |
ESOP interest expenses | 33,000 | 40,000 |
Shares of unallocated company stock | 332,052 | 442,736 |
Number of allocated company stock | 1,238,987 | 1,128,303 |
ESOP compensation expenses | $80,000 | $133,000 |
Fair value of the shares | $0.43 | $0.84 |
ESOP_Detail_Textual_2
ESOP (Detail Textual 2) (Employee Stock Ownership Plan (the "ESOP"), USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Employee Stock Ownership Plan (the "ESOP") | ||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||
The fair value of the unallocated shares | $126,000 | $235,000 |
Market Price Per Share (in dollars per share) | $0.38 | $0.53 |
Stock_Option_Plan_Details
Stock Option Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Number Of Options Available For Grant [Roll Forward] | |||
Options Available for Grant, January 1, 2014 | 195,495 | ||
Options Available for Grant, December 31, 2014 | 195,495 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Aggregate Intrinsic Value, December 31, 2014 | |||
Aggregate Intrinsic Value, Exercisable options at December 31, 2014 | |||
2010 Stock Option Plan (the "Plan") | |||
Number Of Options Available For Grant [Roll Forward] | |||
Options Available for Grant, January 1, 2014 | 195,495 | ||
Options Available for Grant, 2014 Plan | 2,500,000 | ||
Options Available for Grant, Granted | -982,741 | ||
Options Available for Grant, Exercised | |||
Options Available for Grant, Forfeited | 401,352 | ||
Options Available for Grant, December 31, 2014 | 2,114,106 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Options Outstanding, January 1, 2014 | 804,505 | ||
Options Outstanding, Granted | 982,741 | ||
Options Outstanding, Exercised | |||
Options Outstanding, Forfeited | -401,352 | ||
Options Outstanding, December 31, 2014 | 1,385,894 | ||
Exercisable options at December 31, 2014 | 783,832 | ||
Share Based Compensation Arrangement By Share Based Payment Award, Weighted Average Exercise Price [Roll Forward] | |||
Weighted - Average Exercise Price, January 1, 2014 | $1.39 | ||
Weighted - Average Exercise Price, Granted | $0.37 | ||
Weighted - Average Exercise Price, Exercised | |||
Weighted - Average Exercise Price, Forfeited | $1.75 | ||
Weighted - Average Exercise Price, December 31, 2014 | $0.56 | ||
Weighted Average Exercise Price, Exercisable options at December 31, 2014 | $0.72 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Aggregate Intrinsic Value, December 31, 2014 | |||
Aggregate Intrinsic Value, Exercisable options at December 31, 2014 |
Stock_Option_Plan_Details_1
Stock Option Plan (Details 1) (2010 Stock Option Plan (the "Plan"), USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Options Outstanding | 1,385,894 | 804,505 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 19 days | |
Options Outstanding Weighted Average Exercise Price | $0.56 | $1.39 |
Number Of Options Exercisable | 783,832 | |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | 2 years 5 months 23 days | |
Options Exercisable Weighted Average Exercise Price | $0.72 | |
Exercise Price $ 0.31 - 0.53 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Options Outstanding | 1,242,741 | |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 3 years 5 months 12 days | |
Options Outstanding Weighted Average Exercise Price | $0.40 | |
Number Of Options Exercisable | 651,741 | |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 11 days | |
Options Exercisable Weighted Average Exercise Price | $0.46 | |
Minimum Range of Exercise Prices | $0.31 | |
Maximum Range of Exercise Prices | $0.53 | |
Exercise Price $ 1.33 - 2.03 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Options Outstanding | 88,874 | |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 2 years | |
Options Outstanding Weighted Average Exercise Price | $1.90 | |
Number Of Options Exercisable | 88,874 | |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | 2 years | |
Options Exercisable Weighted Average Exercise Price | $1.90 | |
Minimum Range of Exercise Prices | $1.33 | |
Maximum Range of Exercise Prices | $2.03 | |
Exercise price $ 2.06 - 4.34 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number Of Options Outstanding | 54,279 | 178,885 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | 6 years 5 months 16 days | |
Options Outstanding Weighted Average Exercise Price | $2.17 | $2.16 |
Number Of Options Exercisable | 43,217 | 90,913 |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | 6 years 5 months 16 days | |
Options Exercisable Weighted Average Exercise Price | $2.17 | $2.16 |
Minimum Range of Exercise Prices | $2.06 | |
Maximum Range of Exercise Prices | $4.34 |
Stock_Option_Plan_Details_2
Stock Option Plan (Details 2) (2010 Stock Option Plan (the "Plan")) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 1 year 6 months | |
Expected volatility | 153.61% | |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.22% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 1 year 6 months | |
Expected volatility | 129.50% | |
Risk-free interest rate | 0.26% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term | 3 years 4 months 24 days | |
Expected volatility | 152.20% | |
Risk-free interest rate | 1.17% |
Stock_Option_Plan_Detail_Textu
Stock Option Plan (Detail Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of stock option awards vested | $109,000 | $122,000 | |
Fair value of options granted to employees | 100,000 | 79,000 | |
Number of common stock, shares authorized | 100,000,000 | 100,000,000 | |
Weighted-average vesting period | 2 years 9 months 11 days | ||
Weighted-average fair value on the grant date of options granted to employees | $0.26 | $0.30 | |
2010 Stock Option Plan (the "Plan") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of stock option granted | 10 years | ||
Percentage of voting power of common stock | 10.00% | ||
Vested period of stock option | 5 years | ||
Percentage of exercise price to market value of common stock | 100.00% | ||
Number of expected sampling volatility of companies | 5 | ||
Maximum percentage of fair market of a share of common stock | 110.00% | ||
Unrecognized estimated employee compensation cost | 162,000 | ||
Share based compensation granted under plan | 372,475 | ||
2010 Stock Option Plan (the "Plan") | Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee stock-based compensation cost | $119,000 | $125,000 | |
2014 Stock Option Plan (the "Plan") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of stock option granted | 10 years | ||
Percentage of voting power of common stock | 10.00% | ||
Vested period of stock option | 5 years | ||
Percentage of exercise price to market value of common stock | 100.00% | ||
Number of common stock, shares authorized | 2,500,000 | ||
Maximum percentage of fair market of a share of common stock | 110.00% | ||
Share based compensation granted under plan | 610,266 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Abstract] | |
2015 | $543 |
2016 | 407 |
2017 | 304 |
2018 | 158 |
2019 | 84 |
Thereafter | 57 |
Operating leases, future minimum payments receivable | $1,553 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||
31-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 04, 2012 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 09, 2014 | Jun. 09, 2014 | Jun. 04, 2012 | Jun. 04, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 09, 2014 | Jun. 09, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | |
USD ($) | USD ($) | USD ($) | Apex Earn Out Obligation Note. | Apex Earn Out Obligation Note. | Irvine, California | Shelton Connecticut | Edison New Jersey | Alpharetta Georgia | Alpharetta Georgia One | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Illume Mobile | |
sqft | USD ($) | CAD | USD ($) | sqft | sqft | sqft | USD ($) | USD ($) | CAD | USD ($) | CAD | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Burlington Ontario Canada | Tulsa, Oklahoma | |||
sqft | sqft | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | CAD | sqft | |||||||||||||
USD ($) | CAD | sqft | ||||||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||||||||
Leases of office space | 6,358 | 10,325 | 4,100 | 6,800 | 5,100 | 4,800 | 7,800 | 10,000 | ||||||||||||||||||
Rental expense | $6,000 | $526,000 | $674,000 | $13,000 | $13,000 | 12,000 | ||||||||||||||||||||
Lease expiration date | 31-Aug-20 | 31-Jul-17 | 30-Apr-15 | 31-Dec-14 | 31-Jul-18 | 30-Apr-12 | 31-Mar-16 | 30-Sep-13 | ||||||||||||||||||
Extended lease term | 3 years | |||||||||||||||||||||||||
Market Price | $1 | 1.04 | ||||||||||||||||||||||||
Fair value of bonus to be paid to CEO | 153,000 | 160,000 | ||||||||||||||||||||||||
Fair value of bonus to be paid to CEO, Accrued earn out recognized | 90,000 | 101,000 | ||||||||||||||||||||||||
Earn out consideration | 400,000 | 1,033,000 | 1,076,000 | 331,000 | 341,000 | |||||||||||||||||||||
Amount paid in consideration to Apex | 4,801,000 | 5,000,000 | 84,000 | 89,000 | 1,033,000 | 1,076,000 | ||||||||||||||||||||
Percentage of the fair value of the earn-out | 22.22% | 22.22% | 77.78% | 77.78% | ||||||||||||||||||||||
Debt Instrument, Interest Rate Terms | The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. | The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. | ||||||||||||||||||||||||
Convertible Notes Payable | 200,000 | 233,000 | ||||||||||||||||||||||||
Amount payable in form of convertible promissory note | $291,000 | 311,000 |
Profit_Sharing_Plan_Details
Profit Sharing Plan (Details) (401(k) Profit Sharing Plan, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
401(k) Profit Sharing Plan | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Minimum service period required of employees to participate in plan | 90 days | |
Minimum required age of employees to participate in ESOP | 21 years | |
Contributions to participants' annual compensation | 25.00% | |
Defined contribution plan, description | The Company matches 100% of employee contributions up to 1% of eligible employee compensation. | |
Percentage of employee contributions | 100.00% | |
Base percentage of eligible employee compensation | 1.00% | |
Employer contributions to the 401k Plan | $89,000 | $220,000 |
Related_Parties_Details
Related Parties (Details) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 04, 2012 | Jun. 04, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 09, 2014 | Jun. 09, 2014 | Jun. 04, 2012 | Jun. 04, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 09, 2014 | Jun. 09, 2014 | |
USD ($) | USD ($) | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |
USD ($) | CAD | USD ($) | CAD | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Apex Systems Integrators, Inc [Member] | Apex Systems Integrators, Inc [Member] | |||
Installment | Installment | USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | |||||
USD ($) | CAD | |||||||||||||
Related Parties Textual [Abstract] | ||||||||||||||
Earn out consideration | 400,000 | $1,033,000 | 1,076,000 | $331,000 | 341,000 | |||||||||
Amount paid in consideration to Apex | 4,801,000 | 5,000,000 | 84,000 | 89,000 | 1,033,000 | 1,076,000 | ||||||||
Percentage of the fair value of the earn-out | 22.22% | 22.22% | 77.78% | 77.78% | ||||||||||
Debt Instrument, Interest Rate Terms | The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. | The convertible notes accrues interest of 9% per annum for the first year and 11% for year two. | ||||||||||||
Debt Instrument, Maturity Date | 30-Jun-16 | 30-Jun-16 | ||||||||||||
Number of installment | 8 | 8 | ||||||||||||
Convertible Notes Payable | 200,000 | 233,000 | ||||||||||||
Rent expense | 123,000 | 130,000 | ||||||||||||
Amount payable in form of convertible promissory note | $291,000 | 311,000 |