Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | 30-May-13 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'One Horizon Group, Inc. | ' |
Entity Central Index Key | '0000225211 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-13 | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'This amendment is being filed to comply with regulations. | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 31,714,839 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2013 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash | $460 | $699 |
Accounts receivable, current portion | 1,908 | 977 |
Other assets | 130 | 136 |
Total current assets | 2,498 | 1,812 |
Property and equipment, net | 324 | 350 |
Intangible assets, net | 12,073 | 12,329 |
Other asset | 126 | 0 |
Total assets | 15,021 | 14,491 |
Current liabilities: | ' | ' |
Accounts payable | 925 | 747 |
Accrued expenses | 463 | 436 |
Accrued compensation | 36 | 38 |
Income taxes | 94 | 94 |
Amounts due to related parties | 4,000 | 3,500 |
Current portion of long-term debt | 59 | 59 |
Total current liabilities | 5,577 | 4,874 |
Long-term liabilities | ' | ' |
Long term debt | 207 | 219 |
Deferred income taxes | 445 | 445 |
Mandatorily redeemable preferred shares | 90 | 90 |
Total liabilities | 6,319 | 5,628 |
Stockholders' Equity (Deficiency) | ' | ' |
Preferred stock: $0.0001 par value, authorized 50,000,000; no shares issued or outstanding | 0 | 0 |
Common stock: $0.0001 par value, authorized 200,000,000,000 shares; issued and outstanding 31,563 shares (December 2012 30,845,844) | 3 | 3 |
Additional paid-in capital | 27,630 | 21,630 |
Stock subscriptions receivable | -6,500 | -500 |
Accumulated deficit | -12,823 | -12,725 |
Accumulated other comprehensive income | 392 | 455 |
Total stockholders' equity | 8,702 | 8,863 |
Total liabilities and stockholders' equity | $15,021 | $14,491 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, Authorized | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 200,000,000,000 | 200,000,000,000 |
Common stock, Issued | 31,563 | 30,845,844 |
Common stock, outstanding | 31,563 | 30,845,844 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Income Statement [Abstract] | ' | ' |
Revenue | $1,919 | $917 |
Cost of revenue - Hardware | 7 | 51 |
Amortization of software development costs | 446 | 202 |
Gross margin | 1,466 | 664 |
Expenses: | ' | ' |
General and administrative | 1,473 | 1,693 |
Depreciation | 36 | 97 |
Total Expenses | 1,509 | 1,790 |
Income (loss) from operations | -43 | -1,126 |
Other income and expense: | ' | ' |
Interest expense | -5 | -11 |
Interest expense - related parties | -50 | -50 |
Other income and expense | -55 | -61 |
Income (loss) before income taxes | -98 | -1,187 |
Income taxes | 0 | 0 |
Discontinued operations: | ' | ' |
Net Income (loss) for the period | ($98) | ($1,187) |
Earnings per share | ' | ' |
Basic net income per share | $0 | ($0.05) |
Diluted net income per share | $0 | ($0.05) |
Weighted average number of shares outstanding | ' | ' |
Basic (in thousands) | 31,213 | 22,214 |
Diluted (in thousands) | 31,213 | 22,214 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Consolidated Statements Of Comprehensive Income | ' | ' |
Net (loss) income | ($98) | ($1,187) |
Other comprehensive income: | ' | ' |
Foreign currency translation adjustment gain (loss) | -63 | 0 |
Total comprehensive income (loss) | ($161) | ($1,187) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Subscriptions Receivable | Accumulated Other Comprehensive Income (Loss) | Total |
In Thousands, except Share data | ||||||
Beginning Balance, Amount at Dec. 31, 2012 | $3 | $21,630 | ($12,725) | ($500) | $455 | $8,863 |
Beginning Balance, Shares (in thousands) at Dec. 31, 2012 | 30,846 | ' | ' | ' | ' | ' |
Net loss (Restated) | ' | ' | -98 | ' | ' | -98 |
Foreign currency translation adjustment | ' | ' | ' | ' | -63 | -63 |
Common stock issued for subscription receivable, Shares (in thousands) | 807 | ' | ' | ' | ' | ' |
Common stock issued for subscription receivable, Amount | 0 | 6,000 | ' | -6,000 | ' | ' |
Ending Balance, Amount at Mar. 31, 2013 | $3 | $27,630 | ($12,823) | ($6,500) | $392 | $8,702 |
Ending Balance, Shares (in thousands) at Mar. 31, 2013 | 31,563 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2013 | Mar. 31, 2012 |
Cash provided by (used in) operating activities: | ' | ' |
Net income (loss) for the period | ($98) | ($1,187) |
Adjustment to reconcile net income (loss) for the period to net cash provided by (used in) operating activities: | ' | ' |
Depreciation of property and equipment | 36 | 97 |
Amortization of software development costs | 446 | 202 |
Changes in operating assets and liabilities net of effects of acquistions: | ' | ' |
Accounts receivable | -931 | -34 |
Other assets | 6 | -6 |
Accounts payable and accrued expenses | 197 | 2,140 |
Income taxes | 0 | 0 |
Net cash provided by (used in) operating activities | -344 | 1,212 |
Cash used in investing activities: | ' | ' |
Acquisition of intangible assets | -245 | -822 |
Acquisition of property and equipment | -12 | 0 |
Investments | -126 | 0 |
Net cash provided by (used in) investing activities | -383 | -822 |
Cash flow from financing activities: | ' | ' |
Increase (decrease) in long-term borrowing, net | -12 | -400 |
Advances from related parties, net of repayment | 500 | 0 |
Net checks issued in excess of funds | 0 | -361 |
Net cash provided by (used in) financing activities | 488 | -761 |
Decrease in cash during the period | -239 | -371 |
Cash at beginning of the period | 699 | 371 |
Cash at end of the period | 460 | 0 |
Supplementary Information: | ' | ' |
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-cash transactions: | ' | ' |
Common stock issued for subscription receivable | $6,000 | $0 |
1_Description_of_Business_Orga
1. Description of Business, Organization and Principles of Consolidation | 3 Months Ended |
Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' |
1. Description of Business, Organization and Principles of Consolidation | ' |
Description of Business | |
One Horizon Group, Inc., (the “Company” or “Horizon”) develops proprietary software primarily in the Voice over Internet Protocol (VoIP) and bandwidth optimization markets (“Horizon Globex”) and provides it under perpetual license arrangements (“Master License”) throughout the world. The Company sells related user licenses and software maintenance services as well. | |
Organization | |
On November 30, 2012, the predecessor company “ICE” acquired all of the stock of One Horizon Group plc (“OHG”), a company incorporated in the United Kingdom through the issuance of 29,755,794 shares of common stock of the Company. Upon completion of this transaction the former shareholders of OHG controlled approximately 96% of the outstanding stock of the Company and OHG was deemed the acquiring entity The share exchange has been accounted for as a reverse acquisition. The historical combined financial statements of OHG form the consolidated financial statements presented. For accounting purposes ICE was considered to have been acquired as of November 30, 2012. | |
The consolidated financial statements reflect the deemed acquisition of ICE by OHG and the recognition of the 1,160,051 shares of common stock, with a fair value of $170,000, at November 30, 2012. | |
On December 31, 2012, the Company sold the operations of Global Integrated Media Limited and Modizo for the return of 70,000 shares of common stock with a fair value of $420,000. These companies were subsidiaries and divisions of ICE. | |
Interim Period Financial Statements | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the six months ended December 31, 2012, as filed with the Securities and Exchange Commission on May 13, 2013 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on April 15, 2014. | |
Principles of Consolidation and Combination | |
The March 31, 2013 consolidated financial statements include the accounts of One Horizon Group, Inc. and its wholly owned subsidiaries OHG, Horizon Globex GmbH, Abbey Technology Gmb and One Horizon Hong Kong Limited. | |
The comparative statement of operations, comprehensive income and cash flows for the three months ended March 31, 2013 and 2012 include the combined accounts of One Horizon Group plc, Horizon Globex GmbH and Abbey Technology GmbH. These combined financial statements present the carve-out combined financial position and results of operations of OHG without including the accounts of Satcom Global, a former wholly-owned subsidiary of OHG, which was disposed of in October 2012. All revenues, expenses, gains and losses, assets and liabilities related to the Satcom Global business have been eliminated from these combined financial statements. | |
All significant intercompany balances and transactions have been eliminated. |
2_Restatement_of_Financial_Sta
2. Restatement of Financial Statements | 3 Months Ended | ||||||||||||
Mar. 31, 2013 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||
2. Restatement of Financial Statements | ' | ||||||||||||
One Horizon Group, Inc. (the "Company") is amending its Quarterly Report on Form 10-Q/A2 for the quarter ended March 31, 2013 to restate its consolidated financial statements as of March 31, 2013 and December 31, 2012 and for the three month periods ending March 31, 2013 and 2012 to correct errors related to the recognition of revenue from sales of perpetual licenses to larger, top-tier ("Tier 1") and other ("Tier 2) telecom entities. Contracts with Tier 1 entities typically require agreed-upon fixed payments over fixed future periods extending beyond one year. Contracts with Tier 2 entities have long-term variable payment terms based on customer usage. The Company historically recognized the present value of Tier 1 contracts at the time of delivery. Revenue from Tier 2 contracts was historically recognized over the initial 5-year term on a straight-line basis. | |||||||||||||
The Company's decision to restate the aforementioned financial statements was made as a result of management's identification of errors related to the recognition of revenue from sales of perpetual licenses to certain Tier 1 and Tier 2 telecom entities. Management subsequently determined, and the Audit Committee of the Board of Directors adopted management's conclusion that, as a result of applying the guidance in ASC 985-605-25-32, a portion of the revenue recognized at the time of the sale of perpetual licenses to certain Tier 1 entities should have been deferred and recognized in future periods as payments became due. The conclusion was also reached that revenue from contracts with Tier 2 entities should have been recognized based on the timing of when payments became due (which is based on usage). The errors impacted accounts receivable and deferred revenue in the consolidated balance sheets as well as revenue in the consolidated statements of operations. As a result, revenue and net income were misstated in the consolidated statements of operations for the three months ended March 31, 2013 and 2012. Accounts receivable and deferred revenue were misstated in the consolidated balance sheet as of March 31, 2013 and December 31, 2012. The effect of these errors on the consolidated results of operations for the three months ended March 31, 2013 was to reduce revenues by $1.09 million and net income by $994,000. Revenues for the three months ended March 31, 2012 were reduced by $1.37 million and net income was reduced by $1.36 million. | |||||||||||||
The consolidated financial statements have been restated as follows. The errors had no impact on the Company's consolidated net cash flows from operating, investing and financing activities. The Company has also reclassified amortization of software development costs from the prior presentation as operating expenses to cost of revenue. | |||||||||||||
Consolidated Balance Sheet | |||||||||||||
(in thousands) | |||||||||||||
As of March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Assets | |||||||||||||
Accounts receivable, current portion | $ | 8,752 | (6,844 | ) | $ | 1,908 | |||||||
Total current assets | 9,342 | (6,844 | ) | 2,498 | |||||||||
Accounts receivable, net of current portion | 31,512 | (31,512 | ) | - | |||||||||
Total assets | $ | 53,377 | (38,356 | ) | $ | 15,021 | |||||||
Liabilities and Stockholders' Equity | |||||||||||||
Current portion of deferred revenue | $ | 7,600 | (7,600 | ) | $ | - | |||||||
Income taxes | 1,411 | (1,317 | ) | 94 | |||||||||
Total current liabilities | 14,494 | (8,917 | ) | 5,577 | |||||||||
Deferred revenue | 20,500 | (20,500 | ) | - | |||||||||
Total liabilities | 35,736 | (29,417 | ) | 6,319 | |||||||||
Accumulated deficit | (3,884 | ) | (8,939 | ) | (12,823 | ) | |||||||
Total stockholders' equity | 17,641 | (8,939 | ) | 8,702 | |||||||||
Total liabilities and stockholders' equity | $ | 53,377 | (38,356 | ) | $ | 15,021 | |||||||
Consolidated Balance Sheet | |||||||||||||
(in thousands) | |||||||||||||
As of December 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Assets | |||||||||||||
Accounts receivable, current portion | $ | 5,899 | (4,922 | ) | $ | 977 | |||||||
Total current assets | 6,734 | (4,922 | ) | 1,812 | |||||||||
Accounts receivable, net of current portion | 26,263 | (26,263 | ) | - | |||||||||
Total assets | $ | 45,676 | (31,185 | ) | $ | 14,491 | |||||||
Liabilities and Stockholders' Equity | |||||||||||||
Current portion of deferred revenue | $ | 6,000 | (6,000 | ) | $ | - | |||||||
Income taxes | 1,332 | (1,238 | ) | 94 | |||||||||
Total current liabilities | 12,114 | (7,240 | ) | 4,874 | |||||||||
Deferred revenue | 16,000 | (16,000 | ) | - | |||||||||
Total liabilities | 28,868 | (23,240 | ) | 5,628 | |||||||||
Accumulated deficit | (4,780 | ) | (7,945 | ) | (12,725 | ) | |||||||
Total stockholders' equity | 16,808 | (7,945 | ) | 8,863 | |||||||||
Total liabilities and stockholders' equity | $ | 45,676 | (31,185 | ) | $ | 14,491 | |||||||
Consolidated Statements of Operations | |||||||||||||
(in thousands) | |||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Revenue | $ | 3,013 | (1,094 | ) | $ | 1,919 | |||||||
Cost of revenue | 7 | 446 | 453 | ||||||||||
Gross margin | 3,006 | (1,540 | ) | 1,466 | |||||||||
Expenses | 1,955 | (446 | ) | 1,509 | |||||||||
Income (loss) from operations | 1,051 | (1,094 | ) | (43 | ) | ||||||||
Other income and expense | (55 | ) | - | (55 | ) | ||||||||
Income (loss) from operations before income taxes | 996 | (1,094 | ) | (98 | ) | ||||||||
Income taxes | 100 | (100 | ) | - | |||||||||
Net income (loss) for the period | $ | 896 | (994 | ) | $ | (98 | ) | ||||||
Earning per share: | |||||||||||||
Basic | $ | 0 | $ | (0.00 | ) | ||||||||
Diluted | $ | 0 | $ | (0.00 | ) | ||||||||
Consolidated Statements of Operations | |||||||||||||
(in thousands) | |||||||||||||
Three Months Ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Revenue | $ | 2,292 | (1,375 | ) | $ | 917 | |||||||
Cost of revenue | 51 | 202 | 253 | ||||||||||
Gross margin | 2,241 | 1,577 | 664 | ||||||||||
Expenses | 1,992 | (202 | ) | 1,790 | |||||||||
Income from operations | 249 | (1,375 | ) | (1,126 | ) | ||||||||
Other income and expense | (61 | ) | - | (61 | ) | ||||||||
Income (loss)from operations before income taxes | 188 | (1,375 | ) | (1,187 | ) | ||||||||
Income taxes | 16 | (16 | ) | - | |||||||||
Net income for the period | $ | 172 | (1,359 | ) | $ | (1,187 | ) | ||||||
Earning per share: | |||||||||||||
Basic | $ | - | (0.05 | ) | $ | (0.05 | ) | ||||||
Diluted | $ | - | (0.05 | ) | $ | (0.05 | ) | ||||||
Consolidated Statements of Comprehensive Income | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Net income (loss) | $ | 896 | $ | (994 | ) | $ | -98 | ||||||
Comprehensive income (loss) | 833 | (994 | ) | -161 | |||||||||
Consolidated Statements of Comprehensive Income | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Net income | $ | 172 | $ | (1,359 | ) | $ | -1,187 | ||||||
Comprehensive income | 172 | (1,359 | ) | -1,187 | |||||||||
Consolidated Statements of Cash Flows | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Cash provided by (used in) operating activities: | |||||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | 896 | (994 | ) | (98 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | (8,102 | ) | 7,171 | (931 | ) | ||||||||
Deferred revenue | 6,100 | (6,100 | ) | - | |||||||||
Income taxes | 79 | (79 | ) | - | |||||||||
Net cash provided by (used in) operating activities | $ | (344 | ) | - | (344 | ) | |||||||
Consolidated Statements of Cash Flows | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Cash provided by (used in) operating activities: | |||||||||||||
Operating activities | |||||||||||||
Net income | $ | 172 | (1,359 | ) | (1,187 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | (11,709 | ) | 11,675 | (34 | ) | ||||||||
Deferred revenue | 10,300 | (10,300 | ) | - | |||||||||
Income Taxes | 16 | (16 | ) | - | |||||||||
Net cash provided by (used in) operating activities | $ | 1,212 | - | 1,212 |
3_Summary_of_Significant_Accou
3. Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
3. Summary of Significant Accounting Policies | ' | ||||||||
Basis of Accounting and Presentation | |||||||||
These consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States. The financial position, results of operations and cash flows of the Company as of and for the three months ended March 31, 2013 and 2012 have been derived from the Company’s historical accounting records and are presented as a combined group. The combined financial statements do not include revenues, expenses, assets and liabilities of the former Satcom Global business which was operated through separate corporate subsidiaries. Management of the Company considers the basis on which the expenses have been allocated to the combined group to be a reasonable reflection of the utilization of the services provided to or received from during the periods presented. | |||||||||
The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland and the United Kingdom, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. | |||||||||
Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. | |||||||||
Cash | |||||||||
Cash and cash equivalents include bank demand deposit accounts and highly liquid short term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the United Kingdom, Switzerland and Singapore which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. | |||||||||
Accounts Receivable | |||||||||
Accounts receivable result primarily from sale of software and licenses to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $218,000 for doubtful accounts at both March 31, 2013 and December 31, 2012, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. As of March 31, 2013 and December 31, 2012, three customers accounted for 30% and 33%, respectively, of the accounts receivable balance. Long-term payment terms for Master Licenses are provided to customers on an interest free basis, typically over five years. | |||||||||
Payments due from customers beyond one year are recorded as long term at their net present value, to the extent revenue has been recorded as described. Accounts receivable includes amounts that are due for which revenue has not been recognized. Such amounts are recorded as deferred income, classified as current or long term liabilities, based on the expectation of revenue to be recognized and collections to be received. | |||||||||
Property and Equipment | |||||||||
Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease. | |||||||||
Repairs and maintenance are charged to expense as incurred. Expenditures that substantially increase the useful lives of existing assets are capitalized. | |||||||||
Fair Value Measurements | |||||||||
Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable: | |||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities. | |||||||||
Intangible Assets | |||||||||
Intangible assets include software development costs and customer relationships. Customer relationships are amortized on a straight-line basis over their estimated useful lives of five years. Amortization of capitalized software development costs is computed using the greater of (a) the ratio of the product’s current gross revenues to the total of current and expected gross revenues or (b) the straight-line method, computed by dividing the remaining unamortized cost by the estimated economic life of the product. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. | |||||||||
The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high-risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products. | |||||||||
During the three months ended March 31, 2013 and 2012, software development costs of $245,000, and $770,000, respectively, have been capitalized. | |||||||||
Impairment of Long-Lived Assets | |||||||||
The Company evaluates the recoverability of its property and equipment and other long-lived assets, including software development costs and customer relationships, whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the three months ended March 31, 2013 and 2012, respectively, the Company identified no impairment losses related to the Company’s long-lived assets. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue when it is realized or realizable and earned. The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. | |||||||||
● | Software licenses – revenue from sales of perpetual licenses to customers when payments for the licenses are fixed is recognized at the inception of the arrangement, unless the payment term exceeds one year and then only if the presumption that the license fee is not fixed or determinable can be overcome, presuming all other relevant revenue recognition criteria are met. If the presumption cannot be overcome, revenue is recognized as payments from the customer become due. Revenue from sales of perpetual licenses when payments for the licenses are payable over a period exceeding a year, and those payments are variable based on customer usage, are recognized as payments from the customer become due. | ||||||||
● | Revenues for user licenses purchased by customers is recognized when the user license is delivered. | ||||||||
● | Revenues for maintenance services are recognized over the period of delivery of the services. | ||||||||
The Company enters into arrangements under which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, revenue is allocated to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist. | |||||||||
For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed or determinable. This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions. In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection. | |||||||||
In order to determine the Company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements included in the arrangement, length of payment terms and economics of license arrangement. | |||||||||
If the presumption cannot be overcome due to a lack of such evidence, revenue is recognized as payments become due, assuming all other revenue recognition criteria has been met. Through March 31, 2013, the Company had no sales contracts for which revenue had been recognized since inception of the arrangements. | |||||||||
Leases | |||||||||
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. | |||||||||
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. | |||||||||
Advertising Expenses | |||||||||
It is the Company’s policy to expense advertising costs as incurred. No advertising costs were incurred during each of the three months ended March 31, 2013 and 2012. | |||||||||
Research and Development Expenses | |||||||||
Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of software required to be expensed. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred no research and development costs in the three months ended March 31, 2013 and 2012, respectively. | |||||||||
Income Taxes | |||||||||
Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. | |||||||||
The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. | |||||||||
Because tax laws are complex and subject to different interpretations, significant judgment is required when making certain determinations with regard to the Company’s tax positions. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. | |||||||||
Net Income per Share | |||||||||
Basic earnings per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock reflects the maximum potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and would then share in the net income of the company. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. (in thousands) | |||||||||
31-Mar | |||||||||
2013 | 2012 | ||||||||
Basic | 31,213 | 22,214 | |||||||
Incremental shares under stock compensation plans | 2,217 | 1,531 | |||||||
Incr | - | ||||||||
Potentially Diluted | 33,430 | 23,745 | |||||||
Accumulated Other Comprehensive Income (Loss) | |||||||||
Other comprehensive income (loss), as defined, includes net income, foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. | |||||||||
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 and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. | |||||||||
Financial Instruments | |||||||||
The Company has the following financial instruments: cash, amounts due to related parties, and long-term debt. The carrying value of cash and long-term debt approximates their fair value due to their liquidity or their short-term nature as valued consistent with the use of level 2 inputs. The fair value of amounts due to related parties is not determinable. | |||||||||
Share-Based Compensation | |||||||||
The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures. |
4_Property_and_Equipment_net
4. Property and Equipment, net | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
4. Property and Equipment, net | ' | ||||||||
Property and equipment consist of the following: (in thousands) | |||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 265 | $ | 265 | |||||
Motor vehicle | 120 | 120 | |||||||
Equipment | 187 | 177 | |||||||
572 | 562 | ||||||||
Less accumulated depreciation | (248 | ) | ( 212 | ) | |||||
Property and equipment, net | $ | 324 | $ | 350 |
5_Intangible_Assets
5. Intangible Assets | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
5. Intangible Assets | ' | ||||||||
Intangible assets consist primarily of software development costs and customer and relationships. (in thousands) | |||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Horizon software | $ | 16,266 | $ | 16,085 | |||||
Customer relationships | 885 | 885 | |||||||
17,151 | 16,970 | ||||||||
Less accumulated amortization | (5,078 | ) | ( 4,641 | ) | |||||
Intangible assets, net | $ | 12,073 | $ | 12,329 | |||||
Amortization of intangible assets for each of the next five years is estimated to be $1,500,000 per year. |
6_Longterm_Debt
6. Long-term Debt | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
6. Long-term Debt | ' | ||||||||
Long – term liabilities consist of the following (in thousands) | |||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Vehicle loan | $ | 66 | $ | 67 | |||||
Office term loan | 200 | 211 | |||||||
266 | 278 | ||||||||
Less current portion | (59 | ) | ( 59 | ) | |||||
Balance | $ | 207 | $ | 219 |
7_RelatedParty_Transactions
7. Related-Party Transactions | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
7. Related-Party Transactions | ' | ||||||||
Amounts due to related parties include the following: (in thousands) | |||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Loans due to stockholders | $ | 4,000 | $ | 3,500 | |||||
Loans due to stockholders include: | |||||||||
● | loans advanced during 2011 totaling $2,000,000 which are unsecured and have an interest rate of 10%. During the three months ended March 31, 2013 and 2012 interest of $50,000 and $50,000, respectively, has been accrued. | ||||||||
● | loans advanced by two officers and directors during 2012 totaling $1,500,000 which are unsecured and have an interest rate of 0.21%. The loans are due on or before December 31, 2014, and can be repaid in cash or shares of ordinary shares of OHG at an exchange price of $1.50 per share. | ||||||||
● | convertible loans advanced in January 2013 from two officers and directors in the amount of $250,000 each. These convertible loans bear an interest rate of 0.21% and are repayable on or before January 22 2014. The Company has the option to repay the loans at any time, without penalty, in cash or shares of common stock of the Company at a price of $0.0086 per share. If the Company elects to repay the convertible loans in full by the issuance of shares, the Company will issue 48,650 shares of common stock. | ||||||||
● | The Company entered into a sales contract, in the normal course of business with a customer in which the Company holds an equity interest. The customer purchased perpetual software license with total commitment of $2.0 million, of which $100,000 has been recognized in each of the three months ended March 31, 2013 and 2012. The Company owns a cost based investment interest of 18% of the voting capital of the customer. | ||||||||
● | During the three months ended March 31, 2012, a company owned by a director and officer of the Company provided services in the amount of $125,000. | ||||||||
8_Share_Capital
8. Share Capital | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Equity [Abstract] | ' | ||||
8. Share Capital | ' | ||||
Preferred Stock | |||||
The Company’s authorized capital included 150,000,000 shares of preferred stock of $0.0001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares. | |||||
On August 6, 2013 the shareholders approved the reduction of the authorized preferred stock to 50 million with the par value remaining unchanged at $0.0001 per preferred share. | |||||
No shares of preferred stock are issued and outstanding as of March 31, 2013, and December 31, 2012. | |||||
Mandatorily Redeemable Preferred Shares (Deferred Stock) | |||||
The Company’s subsidiary OHG is authorized to issue 50,000 shares of deferred stock, par value of £1.These shares are non-voting, non-participating, redeemable and have been presented as a long-term liability. | |||||
Common Stock | |||||
The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. | |||||
On August 6, 2013, the shareholders approved the reduction of the authorized common stock to 200 million, with the par value remaining unchanged at $0.0001 per common share, and the consolidation of the issued and outstanding common stock on the basis of one new share for each 600 shares, effective upon approval of the regulatory authorities. The Company’s common stock was consolidated effective as of August 29, 2013 | |||||
The application of this stock consolidation has been shown retroactively in these condensed consolidated financial statements. | |||||
During the three months ended March 31, 2013, the Company: | |||||
● | issued 806,452 shares of common stock for subscription receivable of $6 million, of which $2.79 million was collected as of May 16, 2013. The outstanding balance is secured by a pledge of the shares, pro-rata to amount owing, and carries an interest rate of 3%. | ||||
During the six months ended December 31, 2012, the Company: | |||||
● | issued 195,573 shares of common stock for cash proceeds of $502,000 | ||||
● | issued 1,459,500 shares of common stock for subscription receivable of $500,000. | ||||
● | issued 3,502,800 shares of common stock for services received from related parties with a fair value of $1,200,000 | ||||
● | issued 145,950 shares of common stock for services received with a fair value of $50,000 | ||||
● | accounted for the reverse acquisition of Intelligent Communication Enterprise Corporation and subsidiaries and issued 1,160,051 shares of common stock with a fair value of $341,000. | ||||
● | returned to treasury for cancellation 70,000 shares of common stock with a fair value of $420,000 being proceeds received on the disposal of shares of Global Interactive Media Limited and the Modizo business. | ||||
Stock Purchase Warrants | |||||
At March 31, 2013, the Company had reserved 1,687,586 shares of its common stock for the following outstanding warrants: | |||||
Number of Warrants | Exercise Price | Expiry | |||
1,167,600 | $ nil | no expiry date | |||
116,760 | 0.86 | no expiry date | |||
403,226 | 5.94 | Jan-18 | |||
There were 403,226 warrants issued and none exercised during the three months ended March 31, 2013. |
9_StockBased_Compensation
9. Stock-Based Compensation | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
9. Stock-Based Compensation | ' | ||||||||||||||||||
Although the Company does not have a formal stock option plan, it issues stock options to directors, employees, advisors, and consultants. | |||||||||||||||||||
A summary of the Company’s stock options as of March 31, 2013, is as follows: | |||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at June 30, 2012 | 360,221 | $ | 0.77 | ||||||||||||||||
Options issued | 291,900 | 0.53 | |||||||||||||||||
Outstanding at December 31, 2012 and March 31, 2013 | 652,121 | $ | 0.66 | ||||||||||||||||
The following table summarizes stock options outstanding at March 31, 2013: | |||||||||||||||||||
Number | Average | Number | Intrinsic | ||||||||||||||||
Outstanding | Remaining | Exercisable | Value | ||||||||||||||||
at | Contractual | at | at | ||||||||||||||||
March 31, | Life | March 31, | March 31, | ||||||||||||||||
Exercise Price | 2013 | (Years) | 2013 | 2013 | |||||||||||||||
$ | 0.51 | 5,748 | 2.58 | 5,748 | $ | 37,934 | |||||||||||||
0.53 | 291,900 | 7.25 | 291,900 | 1,926,540 | |||||||||||||||
0.53 | 291,900 | 9.75 | - | - | |||||||||||||||
1.82 | 29,722 | 2.08 | 29,722 | 196,168 | |||||||||||||||
1.95 | 32,851 | 3.25 | 32,851 | 79,129 | |||||||||||||||
At March 31, 2013, 652,121 shares of common stock were reserved for outstanding options. | |||||||||||||||||||
The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of the options granted were: risk-free interest rate of 5.0%, a 3 year expected life, a dividend yield of 0.0%, and a stock price volatility factor of 40% | |||||||||||||||||||
There were no options issued or exercised during the three months ended March 31, 2013 and 2012, respectively. |
10_Commitments_and_Contingenci
10. Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
10. Commitments and Contingencies | ' |
The Company has an agreement with an employee to pay for certain services to be provided during 2013 by the issuance of options to purchase 291,900 shares of common stock of the Company at December 31, 2013. | |
Lease Commitments | |
The Company incurred total rent expense of $40,000 and $49,000, for the three months ended March 31, 2013 and 2012, respectively. Future lease commitments are as follows: | |
2013 $54,000 | |
2014 $72,000 | |
2015 $72,000 | |
2016 $72,000 | |
2017 $72,000 |
11_Subsequent_Events
11. Subsequent Events | 3 Months Ended | ||
Mar. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
11. Subsequent Events | ' | ||
Subsequent to March 31, 2013 the Company | |||
● | in April, 2013, received $2.79 million of subscription receivable in respect of a $6.0 million investment in the Company’s securities pursuant to a subscription agreement signed in February 2013 and reported in the Form 10-K. The balance of the subscription funds are expected to be received in June and September 2013 under the terms of the agreement. | ||
● | paid the remaining $1.4 million for our 75% equity interest in Horizon Network Technology Co., Ltd, a Chinese joint venture with ZTE Corporation. | ||
● | in April, 2013, entered into an advisory agreement with a consulting firm to provide business and corporate development services to the Company. Pursuant to the agreement dated April 15, 2013, the Company issued 62,543 shares of common stock. | ||
● | in May, 2013, signed an amendment to its agreement with an investor relations firm, pursuant to which the Company issued the firm a warrant to purchase up to 62,545 shares of the Company’s Common Stock, subject to vesting, at an exercise price of $7.20 per share, with 15,636 shares vesting on each of May 1, 2013, October 15, 2013, January 15, 2014, and April 14, 2014. Exercise of the warrants is also subject to certain performance metrics set forth in the warrant. |
3_Summary_of_Significant_Accou1
3. Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of Accounting and Presentation | ' | ||||||||
These consolidated and combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States. The financial position, results of operations and cash flows of the Company as of and for the three months ended March 31, 2013 and 2012 have been derived from the Company’s historical accounting records and are presented as a combined group. The combined financial statements do not include revenues, expenses, assets and liabilities of the former Satcom Global business which was operated through separate corporate subsidiaries. Management of the Company considers the basis on which the expenses have been allocated to the combined group to be a reasonable reflection of the utilization of the services provided to or received from during the periods presented. | |||||||||
The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland and the United Kingdom, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. | |||||||||
Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. | |||||||||
Cash | ' | ||||||||
Cash and cash equivalents include bank demand deposit accounts and highly liquid short term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the United Kingdom, Switzerland and Singapore which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. | |||||||||
Accounts Receivable | ' | ||||||||
Accounts receivable result primarily from sale of software and licenses to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $218,000 for doubtful accounts at both March 31, 2013 and December 31, 2012, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. As of March 31, 2013 and December 31, 2012, three customers accounted for 30% and 33%, respectively, of the accounts receivable balance. Long-term payment terms for Master Licenses are provided to customers on an interest free basis, typically over five years. | |||||||||
Payments due from customers beyond one year are recorded as long term at their net present value, to the extent revenue has been recorded as described. Accounts receivable includes amounts that are due for which revenue has not been recognized. Such amounts are recorded as deferred income, classified as current or long term liabilities, based on the expectation of revenue to be recognized and collections to be received. | |||||||||
Property and Equipment | ' | ||||||||
Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease. | |||||||||
Repairs and maintenance are charged to expense as incurred. Expenditures that substantially increase the useful lives of existing assets are capitalized. | |||||||||
Fair Value Measurements | ' | ||||||||
Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable: | |||||||||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||
Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities. | |||||||||
Intangible Assets | ' | ||||||||
Intangible assets include software development costs and customer relationships. Customer relationships are amortized on a straight-line basis over their estimated useful lives of five years. Amortization of capitalized software development costs is computed using the greater of (a) the ratio of the product’s current gross revenues to the total of current and expected gross revenues or (b) the straight-line method, computed by dividing the remaining unamortized cost by the estimated economic life of the product. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. | |||||||||
The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high-risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products. | |||||||||
During the three months ended March 31, 2013 and 2012, software development costs of $245,000, and $770,000, respectively, have been capitalized. | |||||||||
Impairment of Long-Lived Assets | ' | ||||||||
The Company evaluates the recoverability of its property and equipment and other long-lived assets, including software development costs and customer relationships, whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the three months ended March 31, 2013 and 2012, respectively, the Company identified no impairment losses related to the Company’s long-lived assets. | |||||||||
Revenue Recognition | ' | ||||||||
The Company recognizes revenue when it is realized or realizable and earned. The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. | |||||||||
● | Software licenses – revenue from sales of perpetual licenses to customers when payments for the licenses are fixed is recognized at the inception of the arrangement, unless the payment term exceeds one year and then only if the presumption that the license fee is not fixed or determinable can be overcome, presuming all other relevant revenue recognition criteria are met. If the presumption cannot be overcome, revenue is recognized as payments from the customer become due. Revenue from sales of perpetual licenses when payments for the licenses are payable over a period exceeding a year, and those payments are variable based on customer usage, are recognized as payments from the customer become due. | ||||||||
● | Revenues for user licenses purchased by customers is recognized when the user license is delivered. | ||||||||
● | Revenues for maintenance services are recognized over the period of delivery of the services. | ||||||||
The Company enters into arrangements under which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, revenue is allocated to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist. | |||||||||
For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed or determinable. This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions. In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection. | |||||||||
In order to determine the Company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements included in the arrangement, length of payment terms and economics of license arrangement. | |||||||||
If the presumption cannot be overcome due to a lack of such evidence, revenue is recognized as payments become due, assuming all other revenue recognition criteria has been met. Through March 31, 2013, the Company had no sales contracts for which revenue had been recognized since inception of the arrangements. | |||||||||
Leases | ' | ||||||||
Leases | |||||||||
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. | |||||||||
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. | |||||||||
Advertising Expenses | ' | ||||||||
It is the Company’s policy to expense advertising costs as incurred. No advertising costs were incurred during each of the three months ended March 31, 2013 and 2012. | |||||||||
Research and Development Expenses | ' | ||||||||
Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of software required to be expensed. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred no research and development costs in the three months ended March 31, 2013 and 2012, respectively. | |||||||||
Income Taxes | ' | ||||||||
Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. | |||||||||
The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. | |||||||||
Because tax laws are complex and subject to different interpretations, significant judgment is required when making certain determinations with regard to the Company’s tax positions. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. | |||||||||
Net Income per Share | ' | ||||||||
Basic earnings per share of common stock is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted earnings per share of common stock reflects the maximum potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and would then share in the net income of the company. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. (in thousands) | |||||||||
31-Mar | |||||||||
2013 | 2012 | ||||||||
Basic | 31,213 | 22,214 | |||||||
Incremental shares under stock compensation plans | 2,217 | 1,531 | |||||||
- | |||||||||
Potentially Diluted | 33,430 | 23,745 | |||||||
Accumulated Other Comprehensive Income (Loss) | ' | ||||||||
Other comprehensive income (loss), as defined, includes net income, foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. | |||||||||
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 and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. | |||||||||
Financial Instruments | ' | ||||||||
The Company has the following financial instruments: cash, amounts due to related parties, and long-term debt. The carrying value of cash and long-term debt approximates their fair value due to their liquidity or their short-term nature as valued consistent with the use of level 2 inputs. The fair value of amounts due to related parties is not determinable. | |||||||||
Share-Based Compensation | ' | ||||||||
The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures. |
2_Restatement_of_Financial_Sta1
2. Restatement of Financial Statements (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2013 | |||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||
Summary of restatement of financial statements | ' | ||||||||||||
Consolidated Balance Sheet | |||||||||||||
(in thousands) | |||||||||||||
As of March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Assets | |||||||||||||
Accounts receivable, current portion | $ | 8,752 | (6,844 | ) | $ | 1,908 | |||||||
Total current assets | 9,342 | (6,844 | ) | 2,498 | |||||||||
Accounts receivable, net of current portion | 31,512 | (31,512 | ) | - | |||||||||
Total assets | $ | 53,377 | (38,356 | ) | $ | 15,021 | |||||||
Liabilities and Stockholders' Equity | |||||||||||||
Current portion of deferred revenue | $ | 7,600 | (7,600 | ) | $ | - | |||||||
Income taxes | 1,411 | (1,317 | ) | 94 | |||||||||
Total current liabilities | 14,494 | (8,917 | ) | 5,577 | |||||||||
Deferred revenue | 20,500 | (20,500 | ) | - | |||||||||
Total liabilities | 35,736 | (29,417 | ) | 6,319 | |||||||||
Accumulated deficit | (3,884 | ) | (8,939 | ) | (12,823 | ) | |||||||
Total stockholders' equity | 17,641 | (8,939 | ) | 8,702 | |||||||||
Total liabilities and stockholders' equity | $ | 53,377 | (38,356 | ) | $ | 15,021 | |||||||
Consolidated Balance Sheet | |||||||||||||
(in thousands) | |||||||||||||
As of December 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Assets | |||||||||||||
Accounts receivable, current portion | $ | 5,899 | (4,922 | ) | $ | 977 | |||||||
Total current assets | 6,734 | (4,922 | ) | 1,812 | |||||||||
Accounts receivable, net of current portion | 26,263 | (26,263 | ) | - | |||||||||
Total assets | $ | 45,676 | (31,185 | ) | $ | 14,491 | |||||||
Liabilities and Stockholders' Equity | |||||||||||||
Current portion of deferred revenue | $ | 6,000 | (6,000 | ) | $ | - | |||||||
Income taxes | 1,332 | (1,238 | ) | 94 | |||||||||
Total current liabilities | 12,114 | (7,240 | ) | 4,874 | |||||||||
Deferred revenue | 16,000 | (16,000 | ) | - | |||||||||
Total liabilities | 28,868 | (23,240 | ) | 5,628 | |||||||||
Accumulated deficit | (4,780 | ) | (7,945 | ) | (12,725 | ) | |||||||
Total stockholders' equity | 16,808 | (7,945 | ) | 8,863 | |||||||||
Total liabilities and stockholders' equity | $ | 45,676 | (31,185 | ) | $ | 14,491 | |||||||
Consolidated Statements of Operations | |||||||||||||
(in thousands) | |||||||||||||
Three Months Ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Revenue | $ | 3,013 | (1,094 | ) | $ | 1,919 | |||||||
Cost of revenue | 7 | 446 | 453 | ||||||||||
Gross margin | 3,006 | (1,540 | ) | 1,466 | |||||||||
Expenses | 1,955 | (446 | ) | 1,509 | |||||||||
Income (loss) from operations | 1,051 | (1,094 | ) | (43 | ) | ||||||||
Other income and expense | (55 | ) | - | (55 | ) | ||||||||
Income (loss) from operations before income taxes | 996 | (1,094 | ) | (98 | ) | ||||||||
Income taxes | 100 | (100 | ) | - | |||||||||
Net income (loss) for the period | $ | 896 | (994 | ) | $ | (98 | ) | ||||||
Earning per share: | |||||||||||||
Basic | $ | 0 | $ | (0.00 | ) | ||||||||
Diluted | $ | 0 | $ | (0.00 | ) | ||||||||
Consolidated Statements of Operations | |||||||||||||
(in thousands) | |||||||||||||
Three Months Ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Revenue | $ | 2,292 | (1,375 | ) | $ | 917 | |||||||
Cost of revenue | 51 | 202 | 253 | ||||||||||
Gross margin | 2,241 | 1,577 | 664 | ||||||||||
Expenses | 1,992 | (202 | ) | 1,790 | |||||||||
Income from operations | 249 | (1,375 | ) | (1,126 | ) | ||||||||
Other income and expense | (61 | ) | - | (61 | ) | ||||||||
Income (loss)from operations before income taxes | 188 | (1,375 | ) | (1,187 | ) | ||||||||
Income taxes | 16 | (16 | ) | - | |||||||||
Net income for the period | $ | 172 | (1,359 | ) | $ | (1,187 | ) | ||||||
Earning per share: | |||||||||||||
Basic | $ | - | (0.05 | ) | $ | (0.05 | ) | ||||||
Diluted | $ | - | (0.05 | ) | $ | (0.05 | ) | ||||||
Consolidated Statements of Comprehensive Income | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Net income (loss) | $ | 896 | $ | (994 | ) | $ | -98 | ||||||
Comprehensive income (loss) | 833 | (994 | ) | -161 | |||||||||
Consolidated Statements of Comprehensive Income | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Net income | $ | 172 | $ | (1,359 | ) | $ | -1,187 | ||||||
Comprehensive income | 172 | (1,359 | ) | -1,187 | |||||||||
Check the cash flow statement for 3/31/12. It doesn’t add up or agree to the statement of cash flows. | |||||||||||||
Consolidated Statements of Cash Flows | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2013 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Cash provided by (used in) operating activities: | |||||||||||||
Operating activities | |||||||||||||
Net income (loss) | $ | 896 | (994 | ) | (98 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | (8,102 | ) | 7,171 | (931 | ) | ||||||||
Deferred revenue | 6,100 | (6,100 | ) | - | |||||||||
Income taxes | 79 | (79 | ) | - | |||||||||
Net cash provided by (used in) operating activities | $ | (344 | ) | - | (344 | ) | |||||||
Consolidated Statements of Cash Flows | |||||||||||||
(in thousands) | |||||||||||||
Three months ended March 31, 2012 | |||||||||||||
As previously | |||||||||||||
Reported | Adjustments | As Restated | |||||||||||
Cash provided by (used in) operating activities: | |||||||||||||
Operating activities | |||||||||||||
Net income | $ | 172 | (1,359 | ) | (1,187 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||||
Accounts receivable | (11,709 | ) | 11,675 | (34 | ) | ||||||||
Deferred revenue | 10,300 | (10,300 | ) | - | |||||||||
Income Taxes | 16 | (16 | ) | - | |||||||||
Net cash provided by (used in) operating activities | $ | 1,212 | - | 1,212 | |||||||||
3_Summary_of_Significant_Accou2
3. Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||
Net Income per Share | ' | ||||||||
31-Mar | |||||||||
2013 | 2012 | ||||||||
Basic | 31,213 | 22,214 | |||||||
Incremental shares under stock compensation plans | 2,217 | 1,531 | |||||||
- | |||||||||
Potentially Diluted | 33,430 | 23,745 |
4_Property_and_Equipment_net_T
4. Property and Equipment, net (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and equipment | ' | ||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 265 | $ | 265 | |||||
Motor vehicle | 120 | 120 | |||||||
Equipment | 187 | 177 | |||||||
572 | 562 | ||||||||
Less accumulated depreciation | (248 | ) | ( 212 | ) | |||||
Property and equipment, net | $ | 324 | $ | 350 |
5_Intangible_Assets_Tables
5. Intangible Assets (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Horizon software | $ | 16,266 | $ | 16,085 | |||||
Customer relationships | 885 | 885 | |||||||
17,151 | 16,970 | ||||||||
Less accumulated amortization | (5,078 | ) | ( 4,641 | ) | |||||
Intangible assets, net | $ | 12,073 | $ | 12,329 |
6_Longterm_Debt_Tables
6. Long-term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long - term liabilities | ' | ||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Vehicle loan | $ | 66 | $ | 67 | |||||
Office term loan | 200 | 211 | |||||||
266 | 278 | ||||||||
Less current portion | (59 | ) | ( 59 | ) | |||||
Balance | $ | 207 | $ | 219 |
7_RelatedParty_Transactions_Ta
7. Related-Party Transactions (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Related-Party Transactions | ' | ||||||||
31-Mar | 31-Dec | ||||||||
2013 | 2012 | ||||||||
Loans due to stockholders | $ | 4,000 | $ | 3,500 |
8_Stockholders_Equity_Tables
8. Stockholders' Equity (Tables) | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Equity [Abstract] | ' | ||||
Stock Purchase Warrants | ' | ||||
Number of Warrants | Exercise Price | Expiry | |||
1,167,600 | $ nil | no expiry date | |||
116,760 | 0.86 | no expiry date | |||
403,226 | 5.94 | Jan-18 |
9_StockBased_Compensation_Tabl
9. Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||
Summary of the Company's stock options | ' | ||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at June 30, 2012 | 360,221 | $ | 0.77 | ||||||||||||||||
Options issued | 291,900 | 0.53 | |||||||||||||||||
Outstanding at December 31, 2012 and March 31, 2013 | 652,121 | $ | 0.66 | ||||||||||||||||
Stock options outstanding | ' | ||||||||||||||||||
Number | Average | Number | Intrinsic | ||||||||||||||||
Outstanding | Remaining | Exercisable | Value | ||||||||||||||||
at | Contractual | at | at | ||||||||||||||||
March 31, | Life | March 31, | March 31, | ||||||||||||||||
Exercise Price | 2013 | (Years) | 2013 | 2013 | |||||||||||||||
$ | 0.51 | 5,748 | 2.58 | 5,748 | $ | 37,934 | |||||||||||||
0.53 | 291,900 | 7.25 | 291,900 | 1,926,540 | |||||||||||||||
0.53 | 291,900 | 9.75 | - | - | |||||||||||||||
1.82 | 29,722 | 2.08 | 29,722 | 196,168 | |||||||||||||||
1.95 | 32,851 | 3.25 | 32,851 | 79,129 |
10_Commitments_and_Contingenci1
10. Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Lease Commitments | ' |
2013 $54,000 | |
2014 $72,000 | |
2015 $72,000 | |
2016 $72,000 | |
2017 $72,000 |
3_Summary_of_Significant_Accou3
3. Summary of Significant Accounting Policies (Details) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Summary Of Significant Accounting Policies Details | ' | ' |
Basic | 31,213 | 22,214 |
Incremental shares under stock compensation plans | 2,217 | 1,531 |
Fully Diluted | 33,430 | 23,745 |
4_Property_and_Equipment_net_D
4. Property and Equipment, net (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property And Equipment Net Details | ' | ' |
Leasehold improvements | $265 | $265 |
Motor vehicle | 120 | 120 |
Equipment | 187 | 177 |
Property and equipment, gross | 572 | 562 |
Less accumulated depreciation | -248 | -212 |
Property and equipment, net | $324 | $350 |
5_Intangible_Assets_Details
5. Intangible Assets (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets Details | ' | ' |
Horizon software | $16,266 | $16,085 |
Contractual relationships | 885 | 885 |
Intangible assets, Gross | 17,151 | 16,970 |
Less accumulated amortization | -5,078 | -4,641 |
Intangible assets, net | $12,073 | $12,329 |
6_Longterm_Debt_Details
6. Long-term Debt (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Long-Term Debt Details | ' | ' |
Vehicle loan | $66 | $67 |
Office term loan | 200 | 211 |
Bank term loan | 266 | 278 |
Less current portion | -59 | -59 |
Balance | $207 | $219 |
7_RelatedParty_Transactions_De
7. Related-Party Transactions (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Related-Party Transactions Details | ' | ' |
Loans due to stockholders | $4,000 | $3,500 |
Amounts due to related parties | $4,000 | $3,500 |
8_Stockholders_Equity_Details
8. Stockholdersb Equity (Details) | Mar. 31, 2013 |
Warrants A | ' |
Number of warrants | 1,167,600 |
Exercise Price | 0 |
Expiry | 'no expiry date |
Warrants B | ' |
Number of warrants | 116,760 |
Exercise Price | 0.86 |
Expiry | 'no expiry date |
Warrants C | ' |
Number of warrants | 403,226 |
Exercise Price | 5.94 |
Expiry | 'January 2018 |
9_StockBased_Compensation_Deta
9. Stock-Based Compensation (Details) (USD $) | 6 Months Ended | |
Dec. 31, 2012 | Mar. 31, 2013 | |
Number of Options | ' | ' |
Number of Options Outstanding, Beginning | 360,221 | 652,121 |
Number of Options Issued | 291,900 | ' |
Number of Options Outstanding, End | 652,121 | 652,121 |
Weighted Average Exercise Price | ' | ' |
Weighted Average Exercise Price Outstanding, Beginning | $0.77 | $0.66 |
Weighted Average Exercise Price Issued | $0.53 | ' |
Weighted Average Exercise Price Outstanding, Ending | $0.66 | $0.66 |
10_Commitments_and_Contingenci2
10. Commitments and Contingencies (Details) (USD $) | Mar. 31, 2013 |
Commitments And Contingencies Details | ' |
2013 | $54,000 |
2014 | 72,000 |
2015 | 72,000 |
2016 | 72,000 |
2017 | $72,000 |