Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'GLOWPOINT, INC. | ' |
Entity Central Index Key | '0000746210 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 34,949,716 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $2,051 | $2,218 |
Accounts receivable, net (including related party amounts of $22 and $32, respectively) | 3,905 | 4,047 |
Prepaid expenses and other current assets | 591 | 897 |
Total current assets | 6,547 | 7,162 |
Property and equipment, net | 3,155 | 4,256 |
Goodwill | 9,825 | 9,900 |
Intangibles, net | 6,316 | 7,256 |
Other assets | 778 | 742 |
Total assets | 26,621 | 29,316 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 917 | 1,397 |
Current portion of capital lease | 263 | 240 |
Accounts payable (including related party amounts of $136 and $13, respectively) | 2,475 | 2,384 |
Accrued expenses (including related party amounts of $6 and $15, respectively) | 1,913 | 1,672 |
Accrued dividends | 25 | 0 |
Accrued sales taxes and regulatory fees | 618 | 398 |
Customer deposits | 163 | 205 |
Deferred revenue | 122 | 155 |
Total current liabilities | 6,496 | 6,451 |
Long term liabilities: | ' | ' |
Capital lease, net of current portion | 62 | 231 |
Long term debt, net of current portion | 9,052 | 9,631 |
Total long term liabilities | 9,114 | 9,862 |
Total liabilities | 15,610 | 16,313 |
Commitments and contingencies (see Note 12) | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock, Series B-1, non-convertible; $.0001 par value; $100,000 stated value; 100 shares authorized and 5 and 100 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively, liquidation preference of $500 and $10,000, respectively | 500 | 10,000 |
Preferred stock, Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized and 53 shares issued and outstanding at September 30, 2013 and December 31, 2012, liquidation preference of $396 | 167 | 167 |
Common stock, $.0001 par value;150,000,000 shares authorized; 34,939,000 and 28,886,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 3 | 3 |
Additional paid-in capital | 176,675 | 166,481 |
Accumulated deficit | -166,334 | -163,648 |
Total stockholders’ equity | 11,011 | 13,003 |
Total liabilities and stockholders’ equity | $26,621 | $29,316 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Accounts receivable, related parties | $22,000 | $32,000 |
Current liabilities: | ' | ' |
Accounts payable, related parties | 136,000 | 13,000 |
Accrued expenses, related parties | 6,000 | 15,000 |
Stockholders’ equity: | ' | ' |
Preferred Stock Series B-1, non-convertible, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock Series B-1, stated value | 100,000 | 100,000 |
Preferred Stock Series B-1, shares authorized | 100 | 100 |
Preferred Stock Series B-1, shares issued | 5 | 100 |
Preferred Stock Series B-1, shares outstanding | 5 | 100 |
Preferred Stock Series B-1, liquidation value | 10,000,000 | 10,000,000 |
Preferred stock Series A-2, convertible, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock Series A-2, stated value | 7,500 | 7,500 |
Preferred stock Series A-2, shares authorized | 7,500 | 7,500 |
Preferred stock Series A-2, shares issued | 53 | 53 |
Preferred stock Series A-2, shares outstanding | 53 | 53 |
Preferred stock Series A-2, liquidation value | $396,000 | $396,000 |
Common Stock, convertible, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, shares issued | 34,939,000 | 28,886,000 |
Common Stock, shares outstanding | 34,939,000 | 28,886,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue (including related party amounts of $103 and $168, respectively and $33 and $43, respectively) | $8,313 | $6,561 | $25,553 | $20,107 |
Operating expenses: | ' | ' | ' | ' |
Network and infrastructure | 2,153 | 2,076 | 6,261 | 6,297 |
Global managed services | 2,958 | 1,801 | 9,101 | 5,262 |
Sales and marketing (including related party amounts of $18 and $0, respectively and $6 and $0, respectively) | 868 | 1,090 | 2,934 | 2,954 |
General and administrative (including related party amounts of $309 and $346, respectively and $162 and $199, respectively) | 1,746 | 1,732 | 6,544 | 4,384 |
Depreciation and amortization | 693 | 436 | 2,151 | 1,301 |
Total operating expenses | 8,418 | 7,135 | 26,991 | 20,198 |
Loss from operations | -105 | -574 | -1,438 | -91 |
Interest and other expense: | ' | ' | ' | ' |
Interest expense, net | 286 | 14 | 898 | 43 |
Amortization of deferred financing costs | 121 | 4 | 242 | 33 |
Amortization of debt discount | 39 | 0 | 108 | 0 |
Total interest and other expense, net | 446 | 18 | 1,248 | 76 |
Loss before provision for income taxes | -551 | -592 | -2,686 | -167 |
Provision for income taxes | 0 | 0 | 0 | 5 |
Net loss | -551 | -592 | -2,686 | -172 |
Preferred stock dividends | -185 | 0 | 25 | 0 |
Net loss attributable to common stockholders | ($366) | ($592) | ($2,711) | ($172) |
Net loss attributable to common stockholders per share: | ' | ' | ' | ' |
Basic net income (loss) per share (in dollars per share) | ($0.01) | ($0.02) | ($0.09) | ($0.01) |
Diluted net income (loss) per share (in dollars per share) | ($0.01) | ($0.02) | ($0.09) | ($0.01) |
Weighted average number of common shares: | ' | ' | ' | ' |
Basic (in shares) | 31,692 | 24,556 | 29,094 | 24,441 |
Diluted (in shares) | 31,692 | 24,556 | 29,094 | 24,441 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue, related parties | $33 | $43 | $103 | $168 |
Sales and marketing, related parties | 6 | 0 | 18 | 0 |
General and administrative, related parties | $162 | $199 | $309 | $346 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Series B-1 Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning Balance, Value at Dec. 31, 2012 | $13,003 | $10,000 | $167 | $3 | $166,481 | ($163,648) |
Beginning Balance, Shares at Dec. 31, 2012 | ' | 100 | 53 | 28,886,000 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net loss | -2,686 | ' | ' | ' | ' | -2,686 |
Stock-based compensation | 861 | ' | ' | ' | 861 | ' |
Stock issued in connection with debt amendment, Shares | ' | ' | ' | 100,000 | ' | ' |
Stock issued in connection with debt amendment, Value | 147 | ' | ' | ' | 147 | ' |
Forfeiture of restricted stock, Shares | ' | ' | ' | -394,000 | ' | ' |
Forfeiture of restricted stock, Value | 0 | ' | ' | ' | ' | ' |
Preferred stock exchange, net of costs of $288, Shares | ' | -95 | ' | 6,333,000 | ' | ' |
Preferred stock exchange, net of costs of $288, Value | -289 | -9,500 | ' | ' | 9,211 | ' |
Payments related to preferred stock exchange | 106 | 289 | ' | ' | ' | ' |
Preferred stock dividends | -25 | ' | ' | ' | -25 | ' |
Exercise of options, Shares | ' | ' | ' | 14,000 | ' | ' |
Exercise of options, Value | 0 | ' | ' | ' | ' | ' |
Ending Balance, Value at Sep. 30, 2013 | $11,011 | $500 | $167 | $3 | $176,675 | ($166,334) |
Ending Balance, Shares at Sep. 30, 2013 | ' | 5 | 53 | 34,939,000 | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from Operating Activities: | ' | ' |
Net loss | ($2,686) | ($172) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 2,151 | 1,301 |
Bad debt expense | 104 | 122 |
Amortization of deferred financing costs | 242 | 33 |
Amortization of debt discount | 108 | 0 |
Loss on impairment/disposal of equipment | 680 | 12 |
Stock-based compensation | 861 | 448 |
Increase (decrease) attributable to changes in assets and liabilities: | ' | ' |
Accounts receivable | 39 | -498 |
Prepaid expenses and other current assets | 306 | -37 |
Other assets | -278 | -22 |
Accounts payable | 91 | -21 |
Accrued expenses, sales taxes and regulatory fees | 269 | -352 |
Customer deposits | -42 | 25 |
Deferred revenue | -33 | -82 |
Net cash provided by operating activities - continuing operations | 1,812 | 757 |
Net cash used in operating activities - discontinued operations | 0 | -50 |
Net cash provided by operating activities | 1,812 | 707 |
Cash flows from Investing Activities: | ' | ' |
Proceeds from sale of equipment | 2 | 11 |
Purchases of property and equipment | -753 | -547 |
Net cash used in investing activities | -751 | -536 |
Cash flows from Financing Activities: | ' | ' |
Proceeds from exercise of stock options | 0 | 7 |
Payments related to preferred stock exchange | -106 | 0 |
Principal payments for capital lease | -185 | -147 |
Payments related to debt issuance | -157 | -199 |
Net payments on revolving loan facility | -780 | 0 |
Net cash used in financing activities | -1,228 | -339 |
Decrease in cash and cash equivalents | -167 | -168 |
Cash at beginning of period | 2,218 | 1,818 |
Cash at end of period | 2,051 | 1,650 |
Supplement disclosures of cash flow information: | ' | ' |
Cash paid during the period for interest | 858 | 43 |
Non-cash investing and financing activities: | ' | ' |
Preferred stock dividends | 25 | 0 |
Reduction of debt in connection with severance obligations related to acquisition of Affinity | 240 | 0 |
Stock issued in connection with debt amendment recorded as debt discount | 147 | 0 |
Acquisition of network equipment under capital lease | 38 | 120 |
Preferred stock conversion and warrant exchange | $9,500 | $130 |
Basis_of_Presentation_and_Liqu
Basis of Presentation and Liquidity | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation and Liquidity | ' |
Basis of Presentation and Liquidity | |
The Business | |
Glowpoint, Inc. (“Glowpoint” or “we” or “us” or the “Company”) is a provider of cloud-based video collaboration services, network services, and business-class support services. We provide our customers with a tailored mix of these services to fit each customer's needs. More than 1,000 different organizations in 96 countries use Glowpoint services to collaborate with colleagues, business partners and customers more effectively. | |
The Company was formed as a Delaware corporation in May 2000. The Company operates in one segment and therefore segment information is not presented. | |
Liquidity | |
As of September 30, 2013, we had $2,051,000 of cash and working capital of $51,000. Our cash balance as of September 30, 2013 includes restricted cash of $242,000 (as discussed in Note 4). For the nine months ended September 30, 2013, we generated a net loss of $2,686,000 and net cash provided by operating activities of $1,812,000. We generated cash from operations even though we incurred a net loss due to certain non-cash expenses and changes in working capital. | |
On October 17, 2013, the Company entered into a Loan Agreement (the "Main Street Loan Agreement") by and among the Company and its subsidiaries, and Main Street Capital Corporation, as lender and as administrative agent and collateral agent for itself and the other lenders from time to time party thereto. The Main Street Loan Agreement is further described in Note 6. The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility and a $2,000,000 senior secured revolving loan facility. At closing, the Company borrowed approximately $9,000,000 under the term loan and $193,000 on the revolving loan facility. The proceeds of the $9,000,000 term loan were used to repay the existing $6,500,000 Escalate Term Loan and $2,000,000 Comerica Term Loan (the "Comerica Term Loan"), in addition to facility fees and expenses. As of September 30, 2013, the current portion of long-term debt on the Company's condensed consolidated balance sheet was $917,000 and was related to the scheduled principal payments on our Comerica Term Loan, as summarized in Note 6. With the repayment of the Comerica Term Loan on October 17, 2013, the Company improved its working capital position as the current portion of long-term debt of $917,000 as of September 30, 2013 is no longer outstanding. | |
Based on our current projection of revenue, expenses and cash flows, the Company believes that it has, and will have, sufficient resources and cash flow to service its debt obligations and fund its operations for at least the next twelve months following the filing of this Quarterly Report on Form 10-Q. In the event we need to raise additional capital to fund operations and provide growth capital, we have historically been able to raise capital in private placements as needed. There can be no assurances, however, that we will be able to raise additional capital as may be needed or upon acceptable terms, or that current economic conditions will not negatively impact us. If the current economic conditions negatively impact us and we are unable to raise additional capital that may be needed on terms acceptable to us, it could have a material adverse effect on the Company. | |
Quarterly Financial Information and Results of Operations | |
The condensed consolidated financial statements as of September 30, 2013 and for the nine and three months ended September 30, 2013 and 2012 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2013, and the results of operations for the nine and three months ended September 30, 2013 and 2012, the statement of stockholders' equity for the nine months ended September 30, 2013 and the statement of cash flows for the nine months ended September 30, 2013 and 2012. The results for the nine and three months ended September 30, 2013 are not necessarily indicative of the results to be expected for the entire year. The condensed balance sheet as of December 31, 2012 was derived from audited financial statements for the year ended December 31, 2012. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with audited condensed consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission (the "SEC") with our Form 10-K/A on April 4, 2013 (the "Audited 2012 Financial Statements"). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiaries, Affinity VideoNet Inc., a Delaware corporation, and GP Communications, LLC, whose business function is to provide interstate telecommunications services for regulatory purposes. All material inter-company balances and transactions have been eliminated in consolidation. | |
Use of Estimates | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the allowance for doubtful accounts, deferred tax valuation allowance, accrued sales taxes, the estimated life of customer relationships, the estimated lives and recoverability of property and equipment, and the valuation of intangible assets. | |
See "Summary of Significant Accounting Policies" in the Company's Audited 2012 Financial Statements for a discussion on the estimates and judgments necessary in the Company's accounting for the allowance for doubtful accounts, financial instruments, concentration of credit risk, property and equipment, income taxes, stock-based compensation, and accrued sales taxes and regulatory fees. | |
Accounting Standards Updates | |
There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2012 Financial Statements, that are of material significance, or have potential material significance to the Company. | |
Revenue Recognition | |
Revenue billed in advance for video collaboration services is deferred until the revenue has been earned, which is when the related services have been performed. Other service revenue, including amounts passed through based on surcharges from our telecom carriers, related to the network services and collaboration services are recognized as service is provided. As the non-refundable, upfront installation and activation fees charged to the subscribers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the 12 to 24 month estimated life of the customer relationship. Revenue related to professional services is recognized at the time the services are performed. Revenues derived from other sources are recognized when services are provided or events occur. | |
Goodwill | |
Goodwill is not amortized but is subject to periodic testing for impairment. The test for impairment will be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company determined that no events occurred or circumstances changed during the nine months ended September 30, 2013 that would indicate that the fair value of goodwill may be below its carrying amount. However, if market conditions deteriorate, or if the Company is unable to execute on its strategies, it may be necessary to record impairment charges in the future. | |
Allowance for Doubtful Accounts | |
We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. We also record additional allowances based on our aged receivables, which are determined based on historical experience and an assessment of the general financial conditions affecting our customer base. If our actual collections experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We do not obtain collateral from our customers to secure accounts receivable. The allowance for doubtful accounts was $191,000 and $151,000 at September 30, 2013 and December 31, 2012, respectively. | |
Taxes Billed to Customers and Remitted to Taxing Authorities | |
We recognize taxes billed to customers in revenues and taxes remitted to taxing authorities in our operating expenses, network and infrastructure. For the nine and three months ended September 30, 2013, we included taxes of $1,004,000 and $336,000, respectively, in revenues, and we included taxes of $955,000 and $320,000, respectively, in network and infrastructure expenses. For the nine and three months ended September 30, 2012, we included taxes of $1,143,000 and $347,000, respectively, in revenues, and we included taxes of $1,122,000 and $357,000, respectively, in network and infrastructure expenses. | |
Impairment of Long-Lived Assets and Intangible Assets | |
We evaluate impairment losses on long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization, when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying values of the assets exceed their fair values, then the related assets will be written down to fair value. In the nine and three months ended September 30, 2013, there were impairment losses of $615,000 and $141,000, respectively, recorded for network equipment and fixed assets no longer being utilized in the Company's business. In the nine months ended September 30, 2012, no impairment losses were recorded. | |
Capitalized Software Costs | |
The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software. All software development costs have been appropriately accounted for as required by ASC Topic 350-40 “Intangible – Goodwill and Other – Internal-Use Software.” Capitalized software costs are included in “Property and Equipment” on our condensed consolidated balance sheets and are amortized over three to four years. Software costs that do not meet capitalization criteria are expensed as incurred. For the nine and three months ended September 30, 2013, we capitalized internal use software costs of $269,000 and $125,000, respectively, and we amortized $381,000 and $122,000, respectively, of these costs. For the nine and three months ended September 30, 2012 we capitalized internal use software costs of $287,000 and $126,000, respectively, and we amortized $421,000 and $142,000, respectively, of these costs. An impairment loss of $65,000 and $0, was recorded during the nine and three months ended September 30, 2013, respectively. During the nine and three months ended September 30, 2012, no impairment losses were recorded. |
Affinity_Acquisition
Affinity Acquisition | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Affinity Acquisition | ' | |||||||
Affinity Acquisition | ||||||||
On October 1, 2012, the Company completed the acquisition of privately held Affinity VideoNet, Inc. ("Affinity"), a provider of public videoconferencing rooms and managed videoconferencing services to professional service organizations globally. The Company acquired 100% of the stock of Affinity, accounted for as a business combination, and paid an aggregate purchase price of $15,901,000. The purchase price consisted of (i) approximately $8.0 million in cash (obtained through debt financing as discussed below in Note 6), (ii) a $2.33 million promissory note payable to the Affinity stockholders, subject to adjustment, and (iii) 2,650,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") valued at approximately $5,512,000 based on the closing price of the Company's stock on October 1, 2012, subject to adjustment. | ||||||||
The accompanying condensed consolidated financial statements for the nine and three months ended September 30, 2012 do not include any revenues or expenses related to the Affinity business since the closing date of the acquisition was October 1, 2012. The Company's unaudited pro-forma results for the nine and three months ended September 30, 2012 are summarized in the following table, assuming the acquisition had occurred on January 1, 2012 (in thousands): | ||||||||
Nine Months Ended September 30, 2012 | Three Months Ended September 30, 2012 | |||||||
Revenue | $ | 28,133 | $ | 9,114 | ||||
Net income (loss) | 656 | (1,229 | ) | |||||
Earnings (loss) per share: | ||||||||
Basic | $ | 0.02 | $ | (0.04 | ) | |||
Diluted | $ | 0.02 | $ | (0.04 | ) | |||
Weighted average number of common shares: | ||||||||
Basic | 27,482 | 27,597 | ||||||
Diluted | 27,482 | 27,597 | ||||||
These unaudited pro-forma results were prepared for comparative purposes only, and do not purport to be indicative of the results of operations which would have actually resulted had the acquisition occurred on January 1, 2012, nor to be indicative of future results of operations. | ||||||||
Below is a summary of goodwill activity for the nine months ended September 30, 2013 (in thousands): | ||||||||
Goodwill, December 31, 2012 | $ | 9,900 | ||||||
Settlements | (11 | ) | ||||||
Reduction of Note (see Note 6) | (240 | ) | ||||||
Working capital adjustments | 176 | |||||||
Goodwill, September 30, 2013 | $ | 9,825 | ||||||
Restricted_Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Cash and Investments [Abstract] | ' |
Restricted Assets Disclosure [Text Block] | ' |
Restricted Cash | |
On March 28, 2013, the Company and Comerica mutually agreed to enter into the Comerica Amendment, see Note 6. The Comerica Amendment established revised definitions and ratios relating to certain financial covenants to reflect the Company's projections of EBITDA and liquidity. The Comerica Amendment also provided that the Company maintain a minimum cash balance of $400,000 in our accounts at Comerica Bank and limit extraordinary expenses in connection with acquisitions. With the repayment of the Comerica Loans on October 17, 2013 as discussed in Note 6, the Company is no longer required to maintain a minimum cash balance of $400,000 in our accounts at Comerica Bank and is no longer required by Comerica to limit extraordinary expenses in connection with acquisitions. | |
The letters of credit that serve as security deposits for our leases of office space in New Jersey and Colorado (as discussed in Note 12) for $57,000 and $185,000, respectively, are secured by cash pledged as collateral and such cash is restricted by Comerica Bank. |
Accrued_Expenses
Accrued Expenses | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ||||||||
Accrued expenses consisted of the following at September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Accrued compensation | $ | 630 | $ | 508 | ||||
Accrued severance | 476 | 607 | ||||||
Accrued communication costs | 284 | 244 | ||||||
Accrued professional and banking fees | 499 | 208 | ||||||
Other accrued expenses | 24 | 105 | ||||||
$ | 1,913 | $ | 1,672 | |||||
On January 13, 2013, Mr. Joseph Laezza entered into a Separation Agreement and General Release (the “Laezza Separation Agreement”) with the Company pursuant to which he resigned, effective January 11, 2013, as the Company's President and Chief Executive Officer and as a member of the Company's Board of Directors (the “Board”). Under the terms of the Laezza Separation Agreement, Mr. Laezza agreed to remain employed by the Company and serve as an advisor to the Board and the Company's new Chief Executive Officer until March 31, 2013, in exchange for his current salary and benefits through such date. Mr. Laezza was entitled to receive cash payments of $142,000 and other severance benefits (e.g., accelerated vesting of restricted stock, reimbursement of medical insurance premiums and a bonus) valued at approximately $146,000. These costs were included in general and administrative costs for the nine months ended September 30, 2013. During the nine and three months ended September 30, 2013, the Company recorded an additional $35,000 of severance costs related to the Laezza Separation Agreement. As of September 30, 2013, $41,000 of unpaid severance related expenses for Mr. Laezza were included as accrued severance costs above. | ||||||||
On March 22, 2013, Mr. Tolga Sakman entered into a Separation Agreement and General Release (the “Sakman Separation Agreement”) with the Company pursuant to which he resigned, effective March 22, 2013, as the Company's Chief Financial Officer. Under the terms of the Sakman Separation Agreement, Mr. Sakman was entitled to receive cash payments of $110,000. These costs were included in general and administrative costs for the nine and three months ended September 30, 2013. As of September 30, 2013, $0 of unpaid severance related expenses for Mr. Sakman were included as accrued severance costs above. | ||||||||
On September 15, 2013, Mr. Steven Peri entered into a Separation Agreement and General Release (the "Peri Separation Agreement") with the Company pursuant to which he resigned effective September 15, 2013, as the Company's Executive Vice President, General Counsel and Secretary. Under the terms of the Peri Separation Agreement, Mr. Peri was entitled to receive cash payments of $158,000. These costs were included in general and administrative costs for the nine and three months ended September 30, 2013. As of September 30, 2013, $128,000 of unpaid severance related expenses for Mr. Peri were included as accrued severance costs above. | ||||||||
During the nine and three months ended September 30, 2013, the Company effected terminations of certain employees which entitled them to receive cash payments and other severance benefits (e.g., reimbursement of medical insurance premiums). As of September 30, 2013, $307,000 of unpaid severance related expenses were included as accrued severance costs above for these employees. |
Debt
Debt | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Debt | ' | ||||||
Debt | |||||||
Long-term debt consists of the following (in thousands): | |||||||
30-Sep-13 | 31-Dec-12 | ||||||
Comerica Revolver | $ | — | $ | 780 | |||
Comerica Term Loan | 2,000 | 2,000 | |||||
Escalate Term Loan (A) | 5,881 | 5,920 | |||||
Stockholder Representative Note | 2,088 | 2,328 | |||||
9,969 | 11,028 | ||||||
Less current maturities | (917 | ) | (1,397 | ) | |||
$ | 9,052 | $ | 9,631 | ||||
(A) Total proceeds less debt discount as discussed below | |||||||
On October 17, 2013, the Company entered into the Main Street Loan Agreement by and among the Company and its subsidiaries, and Main Street Capital Corporation, as lender and as administrative agent and collateral agent for itself and the other lenders from time to time party thereto. The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility and a $2,000,000 senior secured revolving loan facility. At closing, the Company borrowed $9,000,000 under the term loan and approximately $193,000 on the revolving loan facility. The proceeds of the $9,000,000 term loan were used to repay the existing $6,500,000 Escalate Term Loan and $2,000,000 Comerica Term Loan, in addition to facility fees and expenses. | |||||||
All borrowings under the Main Street Loan Agreement mature on October 17, 2018, unless sooner terminated as provided in the Loan Agreement. The Main Street Loan Agreement provides that term loan borrowings bear interest at 12% and revolving loan borrowings bear interest at 8%. Interest payments on the outstanding borrowings under the term loan and revolving loan are due monthly. The Company is required to make quarterly principal payments on the term loan as follows: (i) starting on February 15, 2014 to April 15, 2015 in an amount equal to 33% of Excess Cash Flow generated by the Company (as defined in the Loan Agreement) during the trailing fiscal quarter and (ii) from August 15, 2015 to August 15, 2018 in an amount equal to 50% of Excess Cash Flow generated by the Company during the trailing fiscal quarter. Monthly interest payments on the $9,000,000 term loan over a twelve month period, assuming no principal payments are made during such period, would approximate an aggregate amount of $1,080,000. The Company may prepay borrowings under the Main Street Loan Agreement at any time without premium or penalty, subject to certain notice and minimum prepayment requirements. | |||||||
The obligations of the Company under the Main Street Loan Agreement are secured by substantially all of the assets of the Company, including all intellectual property, equity interests in subsidiaries, equipment and other personal property. The Main Street Loan Agreement contains standard representations, warranties and covenants for a transaction of its nature, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws and (iv) notification of certain events. The Main Street Loan Agreement also contains various covenants and restrictive provisions which may, among other things, limit the Company's ability to sell assets, incur additional indebtedness, make investments or loans and create liens. The Main Street Loan Agreement also contains financial covenants, including a fixed charge coverage ratio covenant and a debt to Adjusted EBITDA ratio covenant. The Main Street Loan Agreement contains events of default customary for similar financings with corresponding grace periods, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults and a change in control. Upon the occurrence of an event of default, the outstanding obligations under the Main Street Loan Agreement may be accelerated and become immediately due and payable. | |||||||
On October 1, 2012, the Company entered into a Loan and Security Agreement (the "Comerica Loan Agreement") with Comerica Bank, providing the Company with a $2,000,000 term loan (the "Comerica Term Loan") and the Comerica Revolver, pursuant to which the Company could borrow, for working capital needs, an amount up to the lesser of (i) 80% of eligible accounts receivable and (ii) $3,000,000 (collectively, the "Comerica Loans"). The Comerica Loan Agreement was secured by substantially all of the assets of the Company and secured guarantees executed by GP Communications, LLC and Affinity. The Comerica Loan Agreement contained certain restrictive covenants including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Comerica Loans were subject to certain financial covenants, including without limitation, financial covenants that required the Company to maintain a total funded debt to Adjusted EBITDA ratio, to maintain a senior funded debt to Adjusted EBITDA ratio and to maintain a fixed charge coverage ratio. "Management's Discussion and Analysis of Financial Conditions and Results of Operations" under Item 2 of this Quarterly Report on Form 10-Q contains a description of Adjusted EBITDA. The Comerica Loan Agreement also provided for events of default, with corresponding grace periods, including failure to pay principal or interest when due, failure to pay other obligations within ten days after becoming due, failure to comply with covenants, breaches of representations and warranties, default under certain other indebtedness, certain insolvency events affecting the Company, the occurrence of certain material judgments or if any guaranty of the Company's obligations ceases to be in full force and effect. On March 28, 2013, the Company and Comerica mutually agreed to amend the Comerica Loan Agreement (the "Comerica Amendment"). The Comerica Amendment established revised definitions and ratios relating to the three financial covenants discussed above to reflect the Company's projections of EBITDA and liquidity. The Comerica Amendment also provided that the Company maintain a minimum cash balance of $400,000 in our accounts at Comerica Bank and limit extraordinary expenses in connection with acquisitions. | |||||||
The Comerica Revolver bears interest on outstanding borrowings at a rate equal to the Prime Rate (as defined in the Comerica Loan Agreement, or 3.25% as of September 30, 2013) plus 2.00%. The Comerica Amendment reduced funds available to the Company under the Comerica Revolver so that advances under the Comerica Revolver cannot exceed the lesser of (i) $3,000,000 and (ii) 80% of eligible accounts receivable, less in each case any amount outstanding under the Comerica Term Loan up to $1,500,000. As of September 30, 2013, we had no outstanding borrowings under the Comerica Revolver and we had unused borrowing availability of approximately $1,500,000. The maturity rate of the Comerica Revolver was April 1, 2014. | |||||||
The Comerica Term Loan bears interest at a rate equal to the Prime Rate (3.25% as of September 30, 2013) plus 3.00%. As of September 30, 2013, the outstanding balance under the Comerica Term Loan was $2,000,000. The outstanding balance of the Comerica Term Loan on October 1, 2013 was payable in 24 equal monthly installments of principal, plus all accrued interest, beginning on November 1, 2013. The maturity date of the Comerica Term Loan was November 1, 2015. On October 17, 2013, the Comerica Loans were repaid in full in connection with entry into the Main Street Loan Agreement. | |||||||
On October 1, 2012, in connection with the Affinity acquisition, the Company entered into a Loan and Security Agreement (the “Escalate Loan Agreement”) with Escalate Capital Partners SBIC I, L.P. ("Escalate"), providing the Company with a $6,500,000 term loan (the “Escalate Term Loan”) for a term of 60 months. The Escalate Term Loan bears interest at a fixed rate of 12.0% per annum, with interest-only payable monthly for the first 24 months. The outstanding balance of the Escalate Term Loan was payable in 36 equal monthly installments of principal, plus all accrued interest, beginning on October 31, 2014. The Escalate Term Loan was secured by substantially all of the assets of the Company and secured guarantees executed by GP Communications and Affinity, and was subordinated to the Comerica Loans. The Escalate Loan Agreement contained certain restrictive covenants, including restrictions on indebtedness, liens, acquisitions and investments, restricted payments and dispositions. The Escalate Loan Agreement also provided for events of default, with corresponding grace periods, including failure to pay principal when due, failure to pay interest within three business days after becoming due, failure to pay other obligations within ten days after becoming due, failure to comply with covenants, breaches of representations and warranties, default under certain other indebtedness, certain insolvency events affecting the Company and its subsidiaries or the occurrence of certain material judgments. The Escalate Loan Agreement also provided for certain management rights for Escalate, including (i) the ability for Escalate to consult with and advise management of the Company on significant business issues, including management’s proposed annual operating plans and (ii) the ability for Escalate to examine the books and records of the Company and inspect the Company’s facilities during normal business hours with reasonable notice. In connection with the Escalate Term Loan, the Company agreed to pay Escalate a $300,000 fee (the "$300,000 Escalate Fee") upon the earlier to occur of: (i) the maturity date of October 1, 2017 or (ii) repayment in full of the obligations. This $300,000 fee is recorded in accrued expenses as of September 30, 2013 and $240,000 is included in unamortized financing costs as of September 30, 2013. In connection with the Escalate Term Loan, the Company issued to Escalate 295,000 shares of Common Stock (the “Escalate Shares”) at a purchase price of $0.01 per share on October 1, 2012. Escalate received standard piggyback and demand registration rights with respect to the Escalate Shares. The shares were valued at $611,000 using the October 1, 2012, stock price of $2.08 less the purchase price were reflected as a debt discount to the Escalate Term Loan. The Comerica Amendment discussed above required the consent of Escalate. In consideration of Escalate's consent to the Comerica Amendment, the Company issued 100,000 shares of its Common Stock to Escalate. The shares were valued at $147,000 using the March 28, 2013 stock price of $1.47 and were reflected as a debt discount to the Escalate Term Loan. The total debt discount was $619,000 as of September 30, 2013 and was being amortized using the straight line method over the term of the loan through the maturity date. On October 17, 2013, the Escalate Term Loan and $300,000 Escalate Fee were paid in full in connection with entry into the Main Street Loan Agreement. | |||||||
On October 1, 2012, in connection with the Affinity acquisition, the Company issued a promissory note (the “Note”), in favor of the prior stockholders of Affinity (the "Stockholder Representative"), in original principal amount of $2.33 million, due and payable on December 31, 2014. The principal amount of the Note accrues interest at a rate of 8.0% per annum, and such interest shall be payable in arrears in quarterly payments, which commenced on April 1, 2013. The Company shall make monthly principal payments in the amount of $50,000 in the event the Company's trailing three month Adjusted EBITDA exceeds $1,500,000. The Company is required make additional payments on the principal amount on each of December 31, 2013, June 30, 2014 and December 31, 2014 in an amount equal to 40% of the Company’s trailing six month Adjusted EBITDA less $3,000,000. As of September 30, 2013, the Company has not made any principal payments on the Note. During the nine months ended September 30, 2013, the Note was reduced by $240,000 in accordance with the terms of the Note in connection with severance obligations the Company incurred related to the acquisition of Affinity resulting in an equal and offsetting reduction in goodwill. Approximately $174,000 of these severance obligations remain payable and are recorded in accrued expenses in the accompanying condensed consolidated balance sheet as of September 30, 2013. | |||||||
Unamortized financing costs related to the Comerica Loans and Escalate Term Loan of $710,000 and $651,000 are included in other assets in the accompanying condensed consolidated balance sheets as of September 30, 2013 and December 31, 2012, respectively. The financing costs are amortized using the effective interest method over the term of each loan through each maturity date. During the nine and three months ended September 30, 2013 there was $242,000 and $121,000 respectively, of amortization of financing costs, and $108,000 and $39,000 respectively, of amortization of debt discount. During the nine and three months ended September 30, 2012 there was $33,000 and $4,000 respectively, of amortization of financing costs, and no amortization of debt discount. As a result of the October 2013 refinancing and payoff of the Comerica Loans and Escalate Term Loan, the Company will charge to interest and other expense in the three months ended December 31, 2013: (i) the unamortized portion of the debt financing costs from the Comerica Loans and Escalate Term Loan, which totaled $710,000 as of September 30, 2013 and (ii) the unamortized portion of the debt discount from the Escalate Term Loan, which was $619,000 as of September 30, 2013. |
Stock_Options
Stock Options (Stock Options [Member]) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stock Options [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Stock Options | ' | |||||||||||||||
Stock Options | ||||||||||||||||
The Company periodically grants stock options to employees and the Board of Directors in accordance with the provisions of our stock option plans, with the exercise price of the stock options being set at or above the closing price of our Common Stock on the date of grant. | ||||||||||||||||
In our stock option plans, the exercise price of each award is established by the administrator of the plan and, in the case of incentive stock options ("ISOs") issued to employees who are less than 10% stockholders. The per share exercise price must be equal to at least 100% of the fair market value of a share of the Common Stock on the date of grant or not less than 110% of the fair market value of the shares in the case of an employee who is a 10% stockholder. The administrator of the plan determines the terms and provisions of each award granted, including the vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment, payment contingencies and satisfaction of any performance criteria. | ||||||||||||||||
The weighted average fair value of each option granted is estimated on the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions during the nine and three months ended September 30, 2013 and 2012: | ||||||||||||||||
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Risk free interest rate | 0.80% | 0.90% | —% | 0.60% | ||||||||||||
Expected option lives | 5 years | 5 years | 0 years | 5 years | ||||||||||||
Expected volatility | 103.20% | 111.00% | —% | 107.80% | ||||||||||||
Estimated forfeiture rate | 10% | 10% | —% | 10% | ||||||||||||
Expected dividend yields | — | — | — | — | ||||||||||||
Weighted average grant date fair value of options | $1.39 | $2.30 | $— | $1.51 | ||||||||||||
The risk free interest rate is based on U.S. Treasury yields for securities in effect at the time of grants with terms approximating the expected life of the grants. The expected option lives and forfeiture rates are estimated based on the Company’s exercise and employment termination experience. The Company calculates expected volatility for a stock-based grant based on historic daily stock price observations of its Common Stock during the period immediately preceding the grant that is equal in length to the expected term of the grant. The assumptions used in the Black-Scholes option valuation model are highly subjective and can materially affect the resulting valuations. | ||||||||||||||||
A summary of options granted, exercised, expired and forfeited under our plans and options outstanding as of, and changes made during, the nine months ended September 30, 2013 (shares in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Number of Options Shares Underlying | Weighted | Number of Options Shares Underlying | Weighted | |||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Options outstanding, January 1, 2013 | 1,857 | $ | 3.02 | 605 | $ | 2.93 | ||||||||||
Granted | 1,075 | 1.84 | ||||||||||||||
Exercised * | (70 | ) | 1.61 | |||||||||||||
Expired | (14 | ) | 13.56 | |||||||||||||
Forfeited and canceled | (924 | ) | 3.17 | |||||||||||||
Options outstanding, September 30, 2013 | 1,924 | $ | 2.27 | 457 | $ | 2.75 | ||||||||||
* 14,000 common shares were issued from the cashless exercise of 70,000 options. | ||||||||||||||||
Stock option compensation expense is allocated as follows for the nine and three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Global managed services | $ | — | $ | 8 | $ | — | $ | 2 | ||||||||
Sales and marketing | — | 4 | — | — | ||||||||||||
General and administrative | 503 | 143 | 146 | 63 | ||||||||||||
$ | 503 | $ | 155 | $ | 146 | $ | 65 | |||||||||
The remaining unrecognized stock-based compensation expense for options at September 30, 2013 was $1,838,000, of which $396,000, representing 175,000 options, will only be expensed upon a “change in control” and the remaining $1,442,000 will be amortized over a weighted average period of approximately 1.5 years. | ||||||||||||||||
The tax benefit recognized for stock-based compensation for the nine and three months ended September 30, 2013 was de minimis. There was no tax benefit recognized for stock-based compensation for the nine and three months ended September 30, 2012. No compensation costs were capitalized as part of the cost of an asset during the periods presented. |
Preferred_Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2013 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ' |
Preferred Stock | ' |
Preferred Stock | |
Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock. As of September 30, 2013, there were: 100 shares of Series B-1 Preferred Stock authorized, and 5 shares issued and outstanding; 7,500 shares of Series A-2 Preferred Stock authorized and 53 shares issued and outstanding; and 4,000 shares of Series D Preferred Stock authorized and no shares issued or outstanding. | |
Each share of Series B-1 Preferred Stock has a stated value of $100,000 per share (the “Series B-1 Stated Value”), and a liquidation preference equal to the Series B-1 Stated Value plus all accrued and unpaid dividends (the “Series B-1 Liquidation Preference”). A holder of Series B-1 Preferred Stock shall have no right to exchange or convert such shares into any other securities without the written approval or consent of the Company, and the affirmative vote or consent of the holders of at least 90% of the shares of the issued and outstanding Series B-1 Preferred Stock. The Series B-1 Preferred Stock is senior to all other classes of equity and, commencing on January 1, 2013, is entitled to cumulative dividends at a rate of 4% per annum, payable quarterly, based on the Series B-1 Stated Value. Commencing January 1, 2014, the cumulative dividend rate increases to 6% per annum, payable quarterly, based on the Series B-1 Stated Value. The Company may, at its option at any time, redeem all or a portion of the outstanding shares of Series B-1 Preferred Stock by paying the Series B-1 Liquidation Preference. | |
On August 9, 2013, the Company entered into a Series B-1 Preferred Exchange Agreement (the “GPI Agreement”), by and between the Company and GP Investment Holdings, LLC (“GPI”), whereby, the Company exchanged (the “GPI Exchange Transaction”) 95 shares (the “Shares”) of the Company’s Series B-1 Preferred Stock (the “Preferred Stock”) for 6,333,333 shares of the Company’s Common Stock. Each share of Preferred Stock has a stated value of $100,000 per share and a liquidation preference equal to the stated value plus all accrued and unpaid dividends. As of August 9, 2013, the liquidation preference for the Shares was approximately $9,736,000, representing an effective conversion price for the Common Stock issued in the GPI Exchange Transaction of $1.54 per share. In connection with the GPI Agreement, GPI waived its claim to accrued dividends on its Shares in the approximate amount of $236,000 as of August 9, 2013. The Company recorded the reversal of these accrued dividends as a reduction to Preferred Stock Dividends on the accompanying condensed consolidated statement of operations. The Company incurred approximately $289,000 of costs in connection with the GPI Exchange Transaction, which were recorded as a reduction to additional paid-in capital. The GPI Exchange Transaction was recorded through stockholders' equity. | |
The GPI Agreement contains customary representations and warranties and indemnification provisions. In connection with the GPI Agreement, the Company entered into a Registration Rights Agreement (the “Registration Agreement”), by and between the Company and GPI, whereby, the Company agreed to use its best efforts to file a registration statement, covering 6,333,333 shares of Common Stock, with the SEC no later than ninety days after August 9, 2013. Pursuant to the Registration Agreement, GPI agreed not to sell any shares of Common Stock held by it for a period of one year after the execution of the Registration Agreement, with some customary exceptions. The Registration Agreement contains customary representations and warranties and indemnification provisions. | |
As of September 30, 2013, the Company has recorded approximately $10,000 in accrued dividends on the accompanying balance sheet related to the 5 shares of Series B-1 Preferred Stock that were issued and outstanding as of such date. | |
Each share of Series A-2 Preferred Stock has a stated value of $7,500 per share (the “A-2 Stated Value”), a liquidation preference equal to the Series A-2 Stated Value, and is convertible at the holder’s election into Common Stock at a conversion price per share of $3.00. Therefore, each share of Series A-2 Preferred Stock is convertible into 2,500 shares of Common Stock. The Series A-2 Preferred Stock is subordinate to the Series B-1 Preferred Stock but senior to all other classes of equity, has weighted average anti-dilution protection and, commencing on January 1, 2013, is entitled to cumulative dividends at a rate of 5% per annum, payable quarterly, based on the Series A-2 Stated Value. Once dividend payments commence, all dividends are payable at the option of the holder in cash or through the issuance of a number of additional shares of Series A-2 Preferred Stock with an aggregate liquidation preference equal to the dividend amount payable on the applicable dividend payment date. As of September 30, 2013, the Company has recorded approximately $15,000 in accrued dividends on the accompanying balance sheet related to the Series A-2 Preferred Stock. | |
In accordance with ASC Topic 815, we evaluated whether our convertible preferred stock contains provisions that protect holders from declines in our stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective preferred stock agreements based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and require a derivative liability. The Company determined no derivative liability is required under ASC Topic 815 with respect to our convertible preferred stock. A contingent beneficial conversion amount is required to be calculated and recognized when and if the adjusted $3.00 conversion price of the convertible preferred stock is adjusted to reflect a down round stock issuance that reduces the conversion price below the $1.16 fair value of the Common Stock on the issuance date of the convertible preferred stock. |
Restricted_Stock
Restricted Stock (Restricted Stock [Member]) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restricted Stock [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Restricted Stock | ' | |||||||||||||||
Restricted Stock | ||||||||||||||||
A summary of restricted stock granted, vested, forfeited and unvested outstanding as of, and changes made during, the nine months ended September 30, 2013, is presented below (shares in thousands): | ||||||||||||||||
Restricted Shares | Weighted Average | |||||||||||||||
Grant Price | ||||||||||||||||
Unvested restricted shares outstanding, December 31, 2012 | 1,294 | $ | 2.43 | |||||||||||||
Granted | 379 | 1.28 | ||||||||||||||
Vested | (367 | ) | 1.43 | |||||||||||||
Forfeited | (772 | ) | 2.54 | |||||||||||||
Unvested restricted shares outstanding, September 30, 2013 | 534 | $ | 2.15 | |||||||||||||
Restricted stock compensation expense is allocated as follows for the nine and three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Global managed services | $ | 14 | $ | 27 | $ | 3 | $ | 11 | ||||||||
Sales and marketing | 31 | 47 | 5 | 17 | ||||||||||||
General and administrative | 313 | 219 | 17 | 136 | ||||||||||||
$ | 358 | $ | 293 | $ | 25 | $ | 164 | |||||||||
The remaining unrecognized stock-based compensation expense for restricted stock at September 30, 2013 was $928,000, of which $208,000, representing 83,000 shares, will only be expensed upon a “change in control” and the remaining $721,000 will be amortized over a weighted average period of 5.7 years. | ||||||||||||||||
The tax benefit recognized for stock-based compensation for the nine and three months ended September 30, 2013 was de minimis. There was no tax benefit recognized for stock-based compensation for the nine and three months ended September 30, 2012. No compensation costs were capitalized as part of the cost of an asset during the periods presented. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
Warrants | ' |
Warrants | |
There were no warrants granted, exercised, exchanged or forfeited during the nine months ended September 30, 2013. There were 33,000 warrants outstanding as of September 30, 2013 and 2012 with an exercise price of $1.60 and an expiration date of November 25, 2013. |
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Earnings Per Share | ' | |||||
Earnings (Loss) Per Share | ||||||
Earnings (loss) per share is calculated by dividing net earnings attributable to common stockholders by the weighted average number of share of common shares outstanding during the period. Diluted earnings (loss) per share reflects the potential dilution from the conversion or exercise into common stock of securities such as stock options and warrants. | ||||||
For the nine and three months ended September 30, 2013 and September 30, 2012, diluted loss per share is the same as basic loss per share due to the net loss and the potential shares of common stock that could have been issuable have been excluded from the calculation of diluted loss per share because the effects, as a result of our net loss, would be anti-dilutive. Such potentially dilutive shares of common stock consist of the following (in thousands): | ||||||
Nine Months Ended September 30, | ||||||
2013 | 2012 | |||||
Common stock options | 1,924 | 1,764 | ||||
Unvested restricted stock | 534 | 1,298 | ||||
Warrants | 33 | 33 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Commitments and Contingencies | ' | |||||||||||
Commitments and Contingencies | ||||||||||||
Operating Leases | ||||||||||||
We lease several facilities under operating leases expiring through 2018. Certain leases require us to pay increases in real estate taxes, operating costs and repairs over certain base year amounts. Lease payments for the nine and three months ended September 30, 2013 were $575,000 and $191,000, respectively. Lease payments for the nine and three months ended September 30, 2012 were $395,000 and $131,000, respectively. | ||||||||||||
Future minimum rental commitments under all non-cancelable operating leases as of September 30, 2013, are as follows (in thousands): | ||||||||||||
Year Ending December 31, | ||||||||||||
Three months of 2013 | $ | 150 | ||||||||||
2014 | 370 | |||||||||||
2015 | 349 | |||||||||||
2016 | 359 | |||||||||||
2017 | 305 | |||||||||||
2018 | 223 | |||||||||||
$ | 1,756 | |||||||||||
Capital Lease Obligations | ||||||||||||
During the nine months ended September 30, 2013, the Company entered into a non-cancelable lease agreement for $38,000 with an interest rate of 8.8%. In 2012, the Company entered into three non-cancelable lease agreements for $90,000, $30,000 and $48,000 with interest rates of 9%, 3% and 0%, respectively. In 2011, the Company entered into two non-cancelable lease agreements for $512,000 and $40,000 with interest rates of 6% and 0%, respectively. These leases are accounted for as capital leases. Depreciation expense on the equipment under the capital leases for the nine and three months ended September 30, 2013 was $120,000 and $40,000, respectively. Depreciation expense on the equipment under the capital leases for the nine and three months ended September 30, 2012 was $94,000 and $36,000, respectively. Future minimum commitments under all non-cancelable capital leases as of September 30, 2013, are as follows (in thousands): | ||||||||||||
Year Ended December 31, | Total | Interest | Principal | |||||||||
Three months of 2013 | 68 | 4 | 64 | |||||||||
2014 | 225 | 8 | 217 | |||||||||
2015 | 43 | 1 | 42 | |||||||||
2016 | 1 | — | 1 | |||||||||
$ | 337 | $ | 13 | $ | 324 | |||||||
The current portion of the Company's capital lease obligation is $263,000 and the long-term portion is $62,000 at September 30, 2013. | ||||||||||||
Commercial Commitments | ||||||||||||
We have entered into a number of agreements with telecommunications companies to purchase communications services. Some of the agreements require a minimum amount of services to be purchased over the life of the agreement, or during a specified period of time. | ||||||||||||
Glowpoint believes that it will meet its commercial commitments. In certain instances where Glowpoint did not meet the minimum commitments, no penalties for minimum commitments have been assessed and the Company has entered into new agreements. It has been our experience that the prices and terms of successor agreements are similar to those offered by other carriers. | ||||||||||||
Glowpoint does not believe that any loss contingency related to a potential shortfall should be recorded in the condensed consolidated financial statements because it is not probable, from the information available and from prior experience, that Glowpoint has incurred a liability. | ||||||||||||
Letters of Credit | ||||||||||||
The Company has outstanding irrevocable standby letter of credits with Comerica Bank for $57,000 and $185,000 to serve as our security deposits for our leases of office space in New Jersey and Colorado, respectively. |
Major_Customers
Major Customers | 9 Months Ended |
Sep. 30, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Major Customers | ' |
Major Customers | |
Major customers are those customers or wholesale partners that account for more than 10% of revenues. For the nine and three months ended September 30, 2013, approximately 21% and 20% of revenues, respectively, were derived from two major wholesale partners and the accounts receivable from these major partners represented approximately 27% of total accounts receivable as of September 30, 2013. For the nine and three months ended September 30, 2012, approximately 38% and 38% of revenues, respectively, were derived from three major wholesale partners. The loss of any one of these partners would have a material adverse affect on the Company’s operations. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
At December 31, 2012, we accumulated net operating loss ("NOL") carryforwards of $39,622,000 available to offset future federal taxable income which expire in various amounts from 2017 through 2032. The Company and our subsidiary file federal and state tax returns on a consolidated basis. During the three months ended September 30, 2013, we determined that an "ownership change" occurred (as defined under Section 382 of the Internal Revenue Code of 1986, as amended) which places an annual limitation on the utilization of NOL carryforwards accumulated before the ownership change. As a result of this annual limitation and the limited carryforward life of the accumulated NOLs, we determined that the ownership change resulted in the permanent loss of approximately $4,800,000 of NOL carryforwards. If it is determined that there is a subsequent owner change in the future, the utilization of the Company's NOL carryforwards may be further limited. This would result in a reduction in equal amounts to the deferred tax assets and the related valuation reserves. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
The Company provides cloud and managed video services (the “Video Services”) to ABM Industries, Inc. ("ABM"). James S. Lusk, who serves on the Board of Directors of the Company, is an officer of ABM. Video Services revenue from ABM for the nine months ended September 30, 2013 and 2012 was $103,000 and $168,000, respectively, and for the three months ended September 30, 2013 and 2012 was $33,000 and $43,000, respectively. As of September 30, 2013, the accounts receivable attributable to ABM was $22,000. | |
The Company receives general corporate strategy and management consulting services under a Consulting Agreement entered into on September 1, 2010 from Jon A. DeLuca, who serves on the Board of Directors for the Company. The Consulting Agreement is a month-to-month engagement pursuant to which the Company pays Mr. DeLuca $12,500 per month, plus any pre-authorized expenses incurred in providing services, under the Consulting Agreement. Related party consulting fees pursuant to this agreement for the nine months ended September 30, 2013 and 2012 were $113,000 and $113,000, respectively, and for the three months ended September 30, 2013 and 2012 were $38,000 and $38,000, respectively. As of September 30, 2013, the accounts payable to Mr. DeLuca was $36,000. | |
The Company received financial advisory services from Burnham Hill Partners, LLC ("BHP") under certain engagement agreements. Jason Adelman, a principal of BHP, is a greater than 5% shareholder of the Company. In October 2013, the Company terminated all such engagement agreements with BHP. In connection with the termination of the agreements with BHP and to settle amounts due to BHP for financial advisory services, the Company agreed to pay BHP $100,000 and issue 100,000 of shares of Common Stock to BHP. This $100,000 fee was recorded in accrued expenses as of September 30, 2013 and is included as a cost of the Preferred Stock Exchange discussed in Note 8. Financial advisory fees for BHP for the nine months ended September 30, 2013 and 2012 were $196,000 and $233,000, respectively, and for the three months ended September 30, 2013 and 2012 were $124,000 and $161,000, respectively. As of September 30, 2013, there was $100,000 of BHP fees recorded in accrued expenses. | |
Pursuant to a Sales Partner Agreement between Glowpoint and Nancy K. Holst, Ms. Holst is entitled to certain sales commissions. Ms. Holst is the wife of Peter Holst, the Company's President and CEO. For the nine months ended September 30, 2013, she earned the sum of $18,000. As of September 30, 2013, there was $6,000 accrued for payment to Ms. Holst. | |
Transactions with related parties, including the transactions referred to above, are reviewed and approved by independent members of the Board of Directors of the Company. The independent members of the Company's Board reviewed and approved each of the related party transactions referred to above. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
On October 17, 2013, the Company refinanced its debt agreements by paying off the outstanding debt with Comerica and Escalate and entering into a new debt facility with Main Street Capital Corporation as described in Note 6. | |
In October and November 2013, the Company entered into Series B-1 Preferred Exchange Agreements (the "Exchange Agreements"), by and between the Company and certain B-1 shareholders (the "B-1 shareholders"), whereby, the Company agreed to exchange (the "B-1 Exchange Transactions") 5 shares (the "Shares") of the Company's Series B-1 Preferred Stock (the "Preferred Stock") for 333,953 shares of the Company's Common Stock. Each share of Preferred Stock has a stated value of $100,000 per share and a liquidation preference equal to the stated value plus all accrued and unpaid dividends. As of October 15, 2013, the liquidation preference for the Shares was approximately $511,000, representing an effective conversion price for the Common Stock issued in the Adelman Exchange Transaction of $1.53 per share. In connection with the Exchange Agreements, the B-1 shareholders agreed to waive their claim to accrued dividends on their Shares of approximately $11,000. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The condensed consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiaries, Affinity VideoNet Inc., a Delaware corporation, and GP Communications, LLC, whose business function is to provide interstate telecommunications services for regulatory purposes. All material inter-company balances and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
Preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates made. We continually evaluate estimates used in the preparation of the consolidated financial statements for reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. The significant areas of estimation include determining the allowance for doubtful accounts, deferred tax valuation allowance, accrued sales taxes, the estimated life of customer relationships, the estimated lives and recoverability of property and equipment, and the valuation of intangible assets. | |
Accounting Standards Updates | ' |
Accounting Standards Updates | |
There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company's Audited 2012 Financial Statements, that are of material significance, or have potential material significance to the Company. | |
Revenue Recognition | ' |
Revenue Recognition | |
Revenue billed in advance for video collaboration services is deferred until the revenue has been earned, which is when the related services have been performed. Other service revenue, including amounts passed through based on surcharges from our telecom carriers, related to the network services and collaboration services are recognized as service is provided. As the non-refundable, upfront installation and activation fees charged to the subscribers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the 12 to 24 month estimated life of the customer relationship. Revenue related to professional services is recognized at the time the services are performed. Revenues derived from other sources are recognized when services are provided or events occur. | |
Goodwill | ' |
Goodwill | |
Goodwill is not amortized but is subject to periodic testing for impairment. The test for impairment will be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company determined that no events occurred or circumstances changed during the nine months ended September 30, 2013 that would indicate that the fair value of goodwill may be below its carrying amount. However, if market conditions deteriorate, or if the Company is unable to execute on its strategies, it may be necessary to record impairment charges in the future. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
We record an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. We also record additional allowances based on our aged receivables, which are determined based on historical experience and an assessment of the general financial conditions affecting our customer base. If our actual collections experience changes, revisions to our allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We do not obtain collateral from our customers to secure accounts receivable. | |
Taxes Billed to Customers and Remitted to Taxing Authorities | ' |
Taxes Billed to Customers and Remitted to Taxing Authorities | |
We recognize taxes billed to customers in revenues and taxes remitted to taxing authorities in our operating expenses, network and infrastructure. | |
Impairment of Long-Lived Assets and Intangible Assets | ' |
Impairment of Long-Lived Assets and Intangible Assets | |
We evaluate impairment losses on long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization, when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying values of the assets exceed their fair values, then the related assets will be written down to fair value. | |
Capitalized Software Costs | ' |
Capitalized Software Costs | |
The Company capitalizes certain costs incurred in connection with developing or obtaining internal-use software. All software development costs have been appropriately accounted for as required by ASC Topic 350-40 “Intangible – Goodwill and Other – Internal-Use Software.” Capitalized software costs are included in “Property and Equipment” on our condensed consolidated balance sheets and are amortized over three to four years. Software costs that do not meet capitalization criteria are expensed as incurred. |
Affinity_Acquisition_Affinity_
Affinity Acquisition Affinity Acquisition (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The Company's unaudited pro-forma results for the nine and three months ended September 30, 2012 are summarized in the following table, assuming the acquisition had occurred on January 1, 2012 (in thousands): | ||||||||
Nine Months Ended September 30, 2012 | Three Months Ended September 30, 2012 | |||||||
Revenue | $ | 28,133 | $ | 9,114 | ||||
Net income (loss) | 656 | (1,229 | ) | |||||
Earnings (loss) per share: | ||||||||
Basic | $ | 0.02 | $ | (0.04 | ) | |||
Diluted | $ | 0.02 | $ | (0.04 | ) | |||
Weighted average number of common shares: | ||||||||
Basic | 27,482 | 27,597 | ||||||
Diluted | 27,482 | 27,597 | ||||||
Summary of Goodwill Activity | ' | |||||||
Below is a summary of goodwill activity for the nine months ended September 30, 2013 (in thousands): | ||||||||
Goodwill, December 31, 2012 | $ | 9,900 | ||||||
Settlements | (11 | ) | ||||||
Reduction of Note (see Note 6) | (240 | ) | ||||||
Working capital adjustments | 176 | |||||||
Goodwill, September 30, 2013 | $ | 9,825 | ||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Schedule of Accrued Expenses | ' | |||||||
Accrued expenses consisted of the following at September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Accrued compensation | $ | 630 | $ | 508 | ||||
Accrued severance | 476 | 607 | ||||||
Accrued communication costs | 284 | 244 | ||||||
Accrued professional and banking fees | 499 | 208 | ||||||
Other accrued expenses | 24 | 105 | ||||||
$ | 1,913 | $ | 1,672 | |||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Debt Disclosure [Abstract] | ' | ||||||
Schedule of Long-term Debt Instruments | ' | ||||||
Long-term debt consists of the following (in thousands): | |||||||
30-Sep-13 | 31-Dec-12 | ||||||
Comerica Revolver | $ | — | $ | 780 | |||
Comerica Term Loan | 2,000 | 2,000 | |||||
Escalate Term Loan (A) | 5,881 | 5,920 | |||||
Stockholder Representative Note | 2,088 | 2,328 | |||||
9,969 | 11,028 | ||||||
Less current maturities | (917 | ) | (1,397 | ) | |||
$ | 9,052 | $ | 9,631 | ||||
(A) Total proceeds less debt discount as discussed below |
Stock_Options_Tables
Stock Options (Tables) (Stock Options [Member]) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Stock Options [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Weighted average grant date fair value of options | ' | |||||||||||||||
The weighted average fair value of each option granted is estimated on the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions during the nine and three months ended September 30, 2013 and 2012: | ||||||||||||||||
Nine Months Ended | Three Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Risk free interest rate | 0.80% | 0.90% | —% | 0.60% | ||||||||||||
Expected option lives | 5 years | 5 years | 0 years | 5 years | ||||||||||||
Expected volatility | 103.20% | 111.00% | —% | 107.80% | ||||||||||||
Estimated forfeiture rate | 10% | 10% | —% | 10% | ||||||||||||
Expected dividend yields | — | — | — | — | ||||||||||||
Weighted average grant date fair value of options | $1.39 | $2.30 | $— | $1.51 | ||||||||||||
Summary of options granted, exercised, expired and forfeited | ' | |||||||||||||||
A summary of options granted, exercised, expired and forfeited under our plans and options outstanding as of, and changes made during, the nine months ended September 30, 2013 (shares in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Number of Options Shares Underlying | Weighted | Number of Options Shares Underlying | Weighted | |||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Options outstanding, January 1, 2013 | 1,857 | $ | 3.02 | 605 | $ | 2.93 | ||||||||||
Granted | 1,075 | 1.84 | ||||||||||||||
Exercised * | (70 | ) | 1.61 | |||||||||||||
Expired | (14 | ) | 13.56 | |||||||||||||
Forfeited and canceled | (924 | ) | 3.17 | |||||||||||||
Options outstanding, September 30, 2013 | 1,924 | $ | 2.27 | 457 | $ | 2.75 | ||||||||||
* 14,000 common shares were issued from the cashless exercise of 70,000 options. | ||||||||||||||||
Stock option compensation expense is allocated | ' | |||||||||||||||
Stock option compensation expense is allocated as follows for the nine and three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Global managed services | $ | — | $ | 8 | $ | — | $ | 2 | ||||||||
Sales and marketing | — | 4 | — | — | ||||||||||||
General and administrative | 503 | 143 | 146 | 63 | ||||||||||||
$ | 503 | $ | 155 | $ | 146 | $ | 65 | |||||||||
Restricted_Stock_Tables
Restricted Stock (Tables) (Restricted Stock [Member]) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restricted Stock [Member] | ' | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Summary of restricted stock granted, vested, forfeited and unvested outstanding | ' | |||||||||||||||
A summary of restricted stock granted, vested, forfeited and unvested outstanding as of, and changes made during, the nine months ended September 30, 2013, is presented below (shares in thousands): | ||||||||||||||||
Restricted Shares | Weighted Average | |||||||||||||||
Grant Price | ||||||||||||||||
Unvested restricted shares outstanding, December 31, 2012 | 1,294 | $ | 2.43 | |||||||||||||
Granted | 379 | 1.28 | ||||||||||||||
Vested | (367 | ) | 1.43 | |||||||||||||
Forfeited | (772 | ) | 2.54 | |||||||||||||
Unvested restricted shares outstanding, September 30, 2013 | 534 | $ | 2.15 | |||||||||||||
Schedule of share-based compensation, Restricted stock, Allocation of recognized period costs | ' | |||||||||||||||
Restricted stock compensation expense is allocated as follows for the nine and three months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||
Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Global managed services | $ | 14 | $ | 27 | $ | 3 | $ | 11 | ||||||||
Sales and marketing | 31 | 47 | 5 | 17 | ||||||||||||
General and administrative | 313 | 219 | 17 | 136 | ||||||||||||
$ | 358 | $ | 293 | $ | 25 | $ | 164 | |||||||||
Earnings_Per_Share_Earnings_Pe
Earnings Per Share Earnings Per Share (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Schedule of Potentially Dilutive Shares of Common Stock | ' | |||||
Such potentially dilutive shares of common stock consist of the following (in thousands): | ||||||
Nine Months Ended September 30, | ||||||
2013 | 2012 | |||||
Common stock options | 1,924 | 1,764 | ||||
Unvested restricted stock | 534 | 1,298 | ||||
Warrants | 33 | 33 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||||||||||
Future minimum rental commitments under all non-cancelable operating leases as of September 30, 2013, are as follows (in thousands): | ||||||||||||
Year Ending December 31, | ||||||||||||
Three months of 2013 | $ | 150 | ||||||||||
2014 | 370 | |||||||||||
2015 | 349 | |||||||||||
2016 | 359 | |||||||||||
2017 | 305 | |||||||||||
2018 | 223 | |||||||||||
$ | 1,756 | |||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | |||||||||||
Future minimum commitments under all non-cancelable capital leases as of September 30, 2013, are as follows (in thousands): | ||||||||||||
Year Ended December 31, | Total | Interest | Principal | |||||||||
Three months of 2013 | 68 | 4 | 64 | |||||||||
2014 | 225 | 8 | 217 | |||||||||
2015 | 43 | 1 | 42 | |||||||||
2016 | 1 | — | 1 | |||||||||
$ | 337 | $ | 13 | $ | 324 | |||||||
Basis_of_Presentation_and_Liqu1
Basis of Presentation and Liquidity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 02, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Sep. 30, 2013 | Oct. 02, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | |
country | segment | Comerica Term Loan [Member] | Senior secured revolving loan facility [Member] | Senior secured revolving loan facility [Member] | Senior secured term loan facility [Member] | Senior secured term loan facility [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Secured Debt [Member] | Secured Debt [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | |||||
enterprise | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Escalate Term Loan [Member] | Senior secured revolving loan facility [Member] | Senior secured term loan facility [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Promissory Note with Stockholder Representative [Member] | Promissory Note with Stockholder Representative [Member] | Promissory Note with Stockholder Representative [Member] | |||||||
country | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | ||||||||||||||||
Organization, Presentation and Liquidity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | $2,000,000 | $11,000,000 | ' | ' | ' | ' | ' |
Number of different enterprises to which company delivers service (more than) | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries in which company operates | 96 | ' | 96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | 2,051,000 | 1,650,000 | 2,051,000 | 1,650,000 | 2,218,000 | 1,818,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital | 51,000 | ' | 51,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | 242,000 | ' | 242,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -551,000 | -592,000 | -2,686,000 | -172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by operating activities | ' | ' | 1,812,000 | 707,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | 917,000 | ' | 917,000 | ' | 1,397,000 | ' | 917,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan facility, unused borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net payments on revolving loan facility | ' | ' | -780,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 193,000 | 9,000,000 | ' | ' | ' | ' | ' |
Repayments of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 6,500,000 | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 12.00% | ' | ' | ' | ' | 8.00% |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | ' | ' | 2,330,000 |
Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,088,000 | $2,328,000 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Network Equipment [Member] | Network Equipment [Member] | Capitalized Software Costs [Member] | Capitalized Software Costs [Member] | Capitalized Software Costs [Member] | Capitalized Software Costs [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | Revenues [Member] | Network and Infrastructure Costs [Member] | Network and Infrastructure Costs [Member] | Network and Infrastructure Costs [Member] | Network and Infrastructure Costs [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Affinity VideoNet, Inc. [Member] | |||
Capitalized Software Costs [Member] | Up-front Payment Arrangement [Member] | Capitalized Software Costs [Member] | Up-front Payment Arrangement [Member] | ||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Parent's ownership percentage in consolidated subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Deferred revenue, estimated recognition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | '24 months | ' |
Allowance for doubtful accounts | $191,000 | $151,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excise and sales taxes | ' | ' | ' | ' | ' | ' | ' | ' | 336,000 | 347,000 | 1,004,000 | 1,143,000 | 320,000 | 357,000 | 955,000 | 1,122,000 | ' | ' | ' | ' | ' |
Impairment of equipment | ' | ' | 141,000 | 615,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | '4 years | ' | ' |
Capitalized computer software, additions | ' | ' | ' | ' | 125,000 | 126,000 | 269,000 | 287,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized computer software, amortization | ' | ' | ' | ' | -122,000 | -142,000 | -381,000 | -421,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset impairment loss | ' | ' | ' | ' | $0 | ' | $65,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Affinity_Acquisition_Details
Affinity Acquisition (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 02, 2012 |
Share data in Thousands, except Per Share data, unless otherwise specified | Affinity [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' |
Business acquisition, percent of voting interest acquired | ' | ' | 100.00% |
Business acquisition, purchase price | ' | ' | $15,901,000 |
Cash paid for Affinity merger | ' | ' | 8,000,000 |
Note paid for Affinity merger | ' | ' | 2,330,000 |
Number of shares for Affinity merger (in shares) | ' | ' | 2,650 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' |
Value of common stock issued in Affinity merger | ' | ' | $5,512,000 |
Affinity_Acquisition_Affinity_1
Affinity Acquisition Affinity Acquisition (Pro Forma) (Details) (Affinity [Member], USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2012 | Sep. 30, 2012 |
Affinity [Member] | ' | ' |
Unaudited Pro Forma Information | ' | ' |
Revenue | $9,114 | $28,133 |
Net income (loss) | ($1,229) | $656 |
Basic (in dollars per share) | ($0.04) | $0.02 |
Diluted (in dollars per share) | ($0.04) | $0.02 |
Basic (in shares) | 27,597 | 27,482 |
Diluted (in shares) | 27,597 | 27,482 |
Affinity_Acquisition_Affinity_2
Affinity Acquisition Affinity Acquisition (Goodwill) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Goodwill [Roll Forward] | ' |
Goodwill, beginning balance | $9,900 |
Settlements | -11 |
Reduction of Note | -240 |
Working capital adjustments | 176 |
Goodwill, ending balance | $9,825 |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | Sep. 30, 2013 |
Cash [Member] | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Restricted cash | $400,000 |
Comerica Bank [Member] | New Jersey [Member] | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Letters of credit outstanding, amount | 57,000 |
Comerica Bank [Member] | Colorado [Member] | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' |
Letters of credit outstanding, amount | $185,000 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 13, 2013 | Sep. 30, 2013 | Jan. 13, 2013 | Jan. 13, 2013 | Sep. 30, 2013 | Mar. 22, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Former President and Chief Executive Officer [Member] | Former President and Chief Executive Officer [Member] | Former President and Chief Executive Officer [Member] | Former President and Chief Executive Officer [Member] | Former Chief Financial Officer [Member] | Former Chief Financial Officer [Member] | Former Executive Vice President [Member] | Former Executive Vice President [Member] | Former Employees [Member] | ||
Cash [Member] | Additional Charges [Member] | Cash [Member] | Cash [Member] | ||||||||
Accrued Expenses, Current [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued compensation | $630 | $508 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued severance | 476 | 607 | ' | 41 | ' | ' | 0 | ' | 128 | ' | 307 |
Accrued communication costs | 284 | 244 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued professional fees | 499 | 208 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other accrued expenses | 24 | 105 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Accrued Expenses | 1,913 | 1,672 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance Costs | ' | ' | $146 | ' | $142 | $35 | ' | $110 | ' | $158 | ' |
Debt_Schedule_of_Debt_Instrume
Debt Schedule of Debt Instruments (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
Long-term Debt | $9,969 | $11,028 | ||
Long-term Debt, Current Maturities | -917 | -1,397 | ||
Long-term debt, excluding current maturities | 9,052 | 9,631 | ||
Comerica Revolver [Member] | Revolving Credit Facility [Member] | Comerica Bank [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable | 0 | 780 | ||
Comerica Term Loan [Member] | Term Loan [Member] | Comerica Bank [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable | 2,000 | 2,000 | ||
Escalate Term Loan [Member] | Term Loan [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable | 5,881 | [1] | 5,920 | [1] |
Promissory Note with Stockholder Representative [Member] | Promissory Note [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes Payable | $2,088 | $2,328 | ||
[1] | Total proceeds less debt discount as discussed below |
Debt_Narrative_Details
Debt Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 28, 2013 | Oct. 02, 2012 | Sep. 30, 2013 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Sep. 30, 2013 | Mar. 28, 2013 | Sep. 30, 2013 | Oct. 02, 2012 | Sep. 30, 2013 | Oct. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Oct. 02, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | |||
Prime Rate [Member] | Promissory Note with Stockholder Representative [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Cash [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||
Escalate Term Loan [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | Comerica and Escalate Term Loans [Member] | Promissory Note with Stockholder Representative [Member] | Promissory Note with Stockholder Representative [Member] | Promissory Note with Stockholder Representative [Member] | covenant | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Comerica Bank [Member] | Silicon Valley Bank [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Escalate Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Escalate Capital Partners SBIC I, L.P. [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Principal payment terms, No. 1 [Member] | Principal payment terms, No. 2 [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | Prime Rate [Member] | Prime Rate [Member] | Comerica Revolver [Member] | Comerica Revolver [Member] | Maximum [Member] | Principal payment terms, No. 1 [Member] | Principal payment terms, No. 2 [Member] | |||||||||||||||||||||||||
Prime Rate [Member] | installment | installment | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,330,000 | ' | ' | ' | ' | $2,000,000 | $2,000,000 | ' | $6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revolving line of credit, eligible accounts receivable thresshold, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revolving loan facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | 11,000,000 | 2,000,000 | ||
Debt Instrument, Covenant Grace Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, Number of Debt Covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Restricted cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ||
Description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Prime Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Interest rate at period end | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Term loan, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt covenant, contingent reduction in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loans payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | 5,881,000 | [1] | 5,920,000 | [1] | ' | ' | ' | ' | 0 | 780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving line of credit, unused borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of periodic payments on debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Term of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 8.00% | ||
Debt Instrument, Principal Payment, Percentage Of Excess Cash Flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | 50.00% | ' | ' | ' | ||
Term of interest-only payment arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of monthly installment payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unamortized Debt Issuance Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 710,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock issued in connection with term loan (in shares) | 34,939,000 | ' | 34,939,000 | ' | 28,886,000 | ' | ' | ' | ' | ' | 100,000 | 295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock, $.0001 par value;150,000,000 shares authorized; 34,939,000 and 28,886,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 3,000 | ' | 3,000 | ' | 3,000 | ' | ' | ' | ' | ' | 147,000 | 611,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.47 | $2.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unamortized discount | 619,000 | ' | 619,000 | ' | ' | ' | ' | ' | ' | 619,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, periodic payment, principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, additional periodic payment, principal, percent of earnings benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, additional periodic payment, principal, earnings benchmark, measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, additional periodic payment, principal, reduction to calculated payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Decrease in notes payable | ' | ' | ' | ' | ' | ' | 240,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accrued severance | 476,000 | ' | 476,000 | ' | 607,000 | ' | 174,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loans financing costs, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | 710,000 | 651,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization of financing costs | 121,000 | 4,000 | 242,000 | 33,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization of debt discount | 39,000 | 0 | 108,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Net payments on revolving loan facility | ' | ' | -780,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 193,000 | ||
Debt Instrument, Annual Principal Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,080,000 | ' | ||
Repayments of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' | $6,500,000 | ' | ' | ||
[1] | Total proceeds less debt discount as discussed below |
Stock_Options_Narrative_Detail
Stock Options Narrative (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Stock Options [Member] | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' |
Unrecognized stock-based compensation expense for stock options | $1,838 |
Unrecognized stock-based compensation expense, stock options, upon change in control, value | 396 |
Unrecognized stock-based compensation expense, stock options, upon change in control, shares | 175 |
Unrecognized stock-based compensation expense, stock options, amortized for weighted average period | $1,442 |
Weighted average period for amortization of unrecognized stock-based compensation, stock options | '1 year 5 months 16 days |
Less than 10% Stockholder [Member] | Employees [Member] | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' |
Stockholder's ownership interest | 10.00% |
Incentive stock options, exercise price, percent of fair value (less than) | 100.00% |
10% or more Stockholder [Member] | Employees [Member] | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' |
Stockholder's ownership interest | 10.00% |
Incentive stock options, exercise price, percent of fair value (less than) | 110.00% |
Stock_Options_Table_FV_of_Opti
Stock Options Table FV of Options (Details) (Stock Options [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Risk free interest rate | 0.00% | 0.60% | 0.80% | 0.90% |
Expected option lives | '0 years | '5 years | '5 years | '5 years |
Expected volatility | 0.00% | 107.80% | 103.20% | 111.00% |
Estimated forfeiture rate | 0.00% | 10.00% | 10.00% | 10.00% |
Expected dividend yields | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value of options | $0 | $1.51 | $1.39 | $2.30 |
Stock_Options_Table_Options_Ou
Stock Options Table Options Outstanding (Details) (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable [Abstract] | ' | |
Common shares issued from cashless exercise of options | 14 | |
Stock Options [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | |
Outstanding Number of Options, Beginning | 1,857 | |
Outstanding Number of Options, Granted | 1,075 | |
Outstanding Number of Options, Exercised | -70 | [1] |
Outstanding Number of Options, Expired | -14 | |
Outstanding Number of Options, Forfeited | -924 | |
Outstanding Number of Options, Ending | 1,924 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | |
Outstanding Weighted Average Exercise Price, Beginning | 3.02 | |
Outstanding Weighted Average Exercise Price, Granted | 1.84 | |
Outstanding Weighted Average Exercise Price, Exercised | 1.61 | [1] |
Outstanding Weighted Average Exercise Price, Expired | 13.56 | |
Outstanding Weighted Average Exercise Price, Forfeited | 3.17 | |
Outstanding Weighted Average Exercise Price, Ending | 2.27 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable [Abstract] | ' | |
Exercisable Number of Options, Beginning | 605 | |
Exercisable Number of Options, Ending | 457 | |
Exercisable Weighted Average Exercise Price, Beginning | 2.93 | |
Exercisable Weighted Average Exercise Price, Ending | 2.75 | |
[1] | 14,000 common shares were issued from the cashless exercise of 70,000 options. |
Stock_Options_Table_Expense_Al
Stock Options Table Expense Allocation (Details) (Stock Options [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock option compensation expense | $146 | $65 | $503 | $155 |
Global managed services [Member] | ' | ' | ' | ' |
Stock option compensation expense | 0 | 2 | 0 | 8 |
Selling and marketing [Member] | ' | ' | ' | ' |
Stock option compensation expense | 0 | 0 | 0 | 4 |
General and administrative [Member] | ' | ' | ' | ' |
Stock option compensation expense | $146 | $63 | $503 | $143 |
Preferred_Stock_Narrative_Deta
Preferred Stock Narrative (Details) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 09, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 09, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 09, 2013 | |
Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Series D Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||||
Subject to Registration Rights Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock authorized | ' | ' | ' | ' | 5,000,000 | ' | 7,500 | 4,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock issued | 5 | ' | 100 | ' | ' | 100 | 53 | 0 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, outstanding | 5 | ' | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock stated value (per share) | ' | ' | ' | ' | ' | $100,000 | $7,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference, gross | ' | ' | ' | ' | ' | ' | ' | ' | $9,736,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference (per share) | ' | ' | ' | ' | ' | ' | ' | ' | $1.54 | ' | ' | ' | ' | ' | ' |
Preferred stock, percentage of shareholders required for conversion (at least) | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, cumulative dividend percentage rate (per annum) | ' | ' | ' | ' | ' | 4.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, dividend rate, next fiscal year | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued dividends | 25,000 | ' | 0 | ' | ' | 10,000 | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | 100 | ' | 34,939,000 | 28,886,000 | ' |
Cash | 2,051,000 | 1,650,000 | 2,218,000 | 1,818,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred stock, price per share | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, shares issued upon conversion | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price below this fair value of the common stock | 1.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, forgiveness of accrued dividends | ' | ' | ' | ' | ' | ' | ' | ' | 236,000 | ' | ' | ' | ' | ' | ' |
Payments related to preferred stock exchange | $106,000 | $0 | ' | ' | ' | ' | ' | ' | ' | $289,000 | ' | ' | ' | ' | ' |
Preferred stock exchange for common shares | ' | ' | ' | ' | ' | ' | ' | ' | 95 | -95 | ' | 6,333,333 | 6,333,000 | ' | 6,333,333 |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted_Stock_Granted_Veste
Restricted Stock Granted, Vested, Forfeited and Outstanding (Details) (Restricted Stock [Member], USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Restricted Stock [Member] | ' |
Restricted Stock, Number of Shares [Roll Forward] | ' |
Unvested restricted shares outstanding, beginning | 1,294 |
Granted, restricted shares | 379 |
Vested, restricted shares | -367 |
Forfeited, restricted shares | -772 |
Unvested restricted shares outstanding, ending | 534 |
Restricted Stock, Weighted Average Grant Price [Roll Forward] | ' |
Unvested restricted shares, weighted average grant price, beginning | $2.43 |
Granted, weighted average grant price | $1.28 |
Vested, weighted average grant price | $1.43 |
Forfeited, weighted average grant price | $2.54 |
Unvested restricted shares, weighted average grant price, ending | $2.15 |
Restricted_Stock_Narrative_Det
Restricted Stock Narrative (Details) (Restricted Stock [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted stock compensation expense | $25 | $164 | $358 | $293 |
Unrecognized stock-based compensation expense for restricted stock | 928 | ' | 928 | ' |
Unrecognized stock-based compensation expense, restricted stock, upon change in control, value | 208 | ' | 208 | ' |
Unrecognized stock-based compensation expense, restricted stock, upon change in control, shares | 83 | ' | 83 | ' |
Unrecognized stock-based compensation expense, restricted stock, amortized for weighted average period | 721 | ' | 721 | ' |
Weighted average period for amortization of unrecognized stock-based compensation, restricted stock | ' | ' | '5 years 8 months 16 days | ' |
Global Managed Services [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted stock compensation expense | 3 | 11 | 14 | 27 |
Selling and Marketing Expense [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted stock compensation expense | 5 | 17 | 31 | 47 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Restricted stock compensation expense | $17 | $136 | $313 | $219 |
Warrants_Narrative_Details
Warrants Narrative (Details) | Sep. 30, 2013 |
Warrants and Rights Note Disclosure [Abstract] | ' |
Warrants granted, exercised, exchanged or forfeited during the period | 0 |
Warrants outstanding | 33,000 |
Exercise price for outstanding warrants | 1.6 |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Common stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive common shares excluded from computation of earnings per share | 1,924 | 1,764 |
Unvested restricted stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive common shares excluded from computation of earnings per share | 534 | 1,298 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive common shares excluded from computation of earnings per share | 33 | 33 |
Commitments_and_Contingencies_1
Commitments and Contingencies Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2012 |
lease | lease | |||||
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' |
Operating lease payments | $191 | $131 | $575,000 | $395,000 | ' | ' |
Number of non-cancelable lease agreements | ' | ' | 3 | ' | 2 | ' |
Depreciation expense on the equipment under the capital leases | 40 | 36 | 120 | 94 | ' | ' |
Current portion of capital lease | 263 | ' | 263 | ' | ' | 240 |
Capital lease, net of current portion | 62 | ' | 62 | ' | ' | 231 |
Lease 1 [Member] | ' | ' | ' | ' | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' |
Value of non-cancelable capital lease agreements | 38 | ' | 38 | ' | 512 | 90 |
Interest rates on non-cancelable capital lease agreements | 8.80% | ' | 8.80% | ' | 6.00% | 9.00% |
Lease 2 [Member] | ' | ' | ' | ' | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' |
Value of non-cancelable capital lease agreements | ' | ' | ' | ' | 40 | 30 |
Interest rates on non-cancelable capital lease agreements | ' | ' | ' | ' | 0.00% | 3.00% |
Lease 3 [Member] | ' | ' | ' | ' | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' |
Value of non-cancelable capital lease agreements | ' | ' | ' | ' | ' | $48 |
Interest rates on non-cancelable capital lease agreements | ' | ' | ' | ' | ' | 0.00% |
Commitments_and_Contingencies_2
Commitments and Contingencies Table Operating Lease (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Three months of 2013 | $150 |
2014 | 370 |
2015 | 349 |
2016 | 359 |
2017 | 305 |
2018 | 223 |
Total | $1,756 |
Commitments_and_Contingencies_3
Commitments and Contingencies Tables Capital Lease (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Six months of 2013, Total | $68 |
Six months of 2013, Interest | 4 |
Six months of 2013, Principal | 64 |
2014, Total | 225 |
2014, Interest | 8 |
2014, Principal | 217 |
2015, Total | 43 |
2015, Interest | 1 |
2015, Principal | 42 |
2016, Total | 1 |
2016, Interest | 0 |
2016, Principal | 1 |
Capital Lease Total | 337 |
Capital Lease Interest Total | 13 |
Capital Lease Principal Total | $324 |
Major_Customers_Narrative_Deta
Major Customers Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Accounts Receivable [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | 27.00% | ' |
Sales Revenue, Services, Net [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Number of major wholesale partners | ' | ' | 2 | 3 |
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration risk percentage | 20.00% | 38.00% | 21.00% | 38.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carryforwards | ' | $39,622,000 |
Loss on limitation of operating loss carryforwards | $4,800,000 | ' |
Related_Party_Transactions_Nar
Related Party Transactions Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
Share data in Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2013 | Sep. 30, 2013 |
Director Affiliated Entity [Member] | Director Affiliated Entity [Member] | Director Affiliated Entity [Member] | Director Affiliated Entity [Member] | Director [Member] | Director [Member] | Director [Member] | Director [Member] | Shareholder Affiliated Entity [Member] | Shareholder Affiliated Entity [Member] | Shareholder Affiliated Entity [Member] | Shareholder Affiliated Entity [Member] | Shareholder Affiliated Entity [Member] | Wife of President and CEO (Nancy K. Holst) [Member] | ||||||
ABM Industries, Inc. (ABM) [Member] | ABM Industries, Inc. (ABM) [Member] | ABM Industries, Inc. (ABM) [Member] | ABM Industries, Inc. (ABM) [Member] | Subsequent Event [Member] | |||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, related parties | $33,000 | $43,000 | $103,000 | $168,000 | ' | $33,000 | $43,000 | $103,000 | $168,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, related parties, current | 22,000 | ' | 22,000 | ' | 32,000 | 22,000 | ' | 22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transaction, amounts of transaction, monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' |
Related party transaction, amounts of transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000 | 38,000 | 113,000 | 113,000 | 124,000 | 161,000 | 196,000 | 233,000 | ' | 18,000 |
Accounts payable, related parties | 136,000 | ' | 136,000 | ' | 13,000 | ' | ' | ' | ' | 36,000 | ' | 36,000 | ' | 100,000 | ' | 100,000 | ' | ' | ' |
Agreement Termination Fee, Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Agreement Termination Fee, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' |
Due to Other Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 09, 2013 | Sep. 30, 2013 | Aug. 09, 2013 | Sep. 30, 2013 | Oct. 15, 2013 | Oct. 15, 2013 |
Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Series B-1 Preferred Stock [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred stock exchange for common shares | 95 | -95 | 6,333,333 | 6,333,000 | 5 | 333,953 |
Preferred stock, liquidation preference (per share) | $1.54 | ' | ' | ' | $100,000 | ' |
Preferred stock, liquidation preference, gross | $9,736 | ' | ' | ' | $511 | ' |
Conversion of preferred stock, price per share | ' | ' | ' | ' | $1.53 | ' |
Preferred stock, forgiveness of accrued dividends | $236 | ' | ' | ' | $11 | ' |