Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 03, 2014 | Jun. 28, 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-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 35,167,040 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $11,589 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $2,294 | $2,218 |
Accounts receivable, net | 4,077 | 4,047 |
Prepaid expenses and other current assets | 404 | 897 |
Total current assets | 6,775 | 7,162 |
Property and equipment, net | 2,867 | 4,256 |
Goodwill | 9,825 | 9,900 |
Intangibles, net | 5,998 | 7,256 |
Other assets | 421 | 742 |
Total assets | 25,886 | 29,316 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 950 | 1,397 |
Current portion of capital lease | 217 | 240 |
Accounts payable | 1,885 | 2,384 |
Accrued expenses and other liabilities | 2,277 | 2,032 |
Accrued dividends | 20 | 0 |
Accrued sales taxes and regulatory fees | 590 | 398 |
Total current liabilities | 5,939 | 6,451 |
Long term liabilities: | ' | ' |
Capital lease, net of current portion | 43 | 231 |
Long term debt, net of current portion | 10,235 | 9,631 |
Total long term liabilities | 10,278 | 9,862 |
Total liabilities | 16,217 | 16,313 |
Commitments and contingencies | ' | ' |
Stockholders’ equity: | ' | ' |
Preferred stock Series B-1, non-convertible; $.0001 par value; $100,000 stated value; 100 shares authorized, 0 and 100 shares issued and outstanding and liquidation preference of $0 and $10,000, at December 31, 2013 and 2012, respectively | 0 | 10,000 |
Preferred stock Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized, 53 shares issued and outstanding and liquidation preference of $396 at December 31, 2013 and 2012, respectively | 167 | 167 |
Common stock, $.0001 par value;150,000,000 shares authorized; 35,306,169 and 28,886,999 shares issued and outstanding at December 31, 2013 and 2012, respectively | 4 | 3 |
Additional paid-in capital | 177,357 | 166,481 |
Accumulated deficit | -167,859 | -163,648 |
Total stockholders’ equity | 9,669 | 13,003 |
Total liabilities and stockholders’ equity | $25,886 | $29,316 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
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 | 0 | 100 |
Preferred Stock Series B-1, shares outstanding | 0 | 100 |
Preferred Stock Series B-1, liquidation value | 0 | 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 | 35,306,169 | 28,886,999 |
Common Stock, shares outstanding | 35,306,169 | 28,886,999 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' |
Revenue | $33,454 | $29,070 |
Operating expenses: | ' | ' |
Cost of revenue (exclusive of depreciation and amortization) | 19,504 | 16,044 |
Research and development | 662 | 946 |
Sales and marketing | 3,812 | 4,180 |
General and administrative | 8,058 | 6,411 |
Depreciation and amortization | 2,860 | 2,085 |
Total operating expenses | 34,896 | 29,666 |
Loss from operations | -1,442 | -596 |
Interest and other expense: | ' | ' |
Interest expense and other, net | 1,096 | 421 |
Amortization of deferred financing costs | 976 | 122 |
Amortization of debt discount | 727 | 31 |
Total interest and other expense, net | 2,799 | 574 |
Loss before income taxes | -4,241 | -1,170 |
Income tax benefit | -30 | -2,221 |
Net income (loss) | -4,211 | 1,051 |
Preferred stock dividends | 20 | 0 |
Net income (loss) attributable to common stock holders | ($4,231) | $1,051 |
Net income (loss) attributable to common stockholders per share: | ' | ' |
Basic net income (loss) per share (in dollars per share) | ($0.14) | $0.04 |
Diluted net income (loss) per share (in dollars per share) | ($0.14) | $0.04 |
Weighted average number of common shares: | ' | ' |
Basic (in shares) | 30,525 | 25,254 |
Diluted (in shares) | 30,525 | 26,656 |
CONSOLIDATED_STATEMENT_OF_STOC
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, 2011 | $4,940 | $10,000 | $297 | $3 | $159,339 | ($164,699) |
Beginning Balance, Shares at Dec. 31, 2011 | ' | 100 | 94 | 25,180,000 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income (loss) | 1,051 | ' | ' | ' | ' | 1,051 |
Stock-based compensation | 678 | ' | ' | ' | 678 | ' |
Issuance of restricted stock, Shares | ' | ' | ' | -833,000 | ' | ' |
Issuance of restricted stock, Value | 0 | ' | ' | ' | ' | ' |
Forfeiture of restricted stock, Shares | ' | ' | ' | -275,000 | ' | ' |
Forfeiture of restricted stock, Value | 0 | ' | ' | ' | ' | ' |
Preferred stock exchange, net of costs of $289, Shares | ' | ' | -41 | 102,000 | ' | ' |
Preferred stock exchange, net of costs of $289, Value | 0 | ' | -130 | ' | 130 | ' |
Exercise of options, Shares | ' | ' | ' | 5,000 | ' | ' |
Exercise of options, Value | 9 | ' | ' | ' | 9 | ' |
Stock issued in connection with Affinity acquisition, Shares | ' | ' | ' | 2,647,000 | ' | ' |
Stock issued in connection with Affinity acquisition, Value | 5,503 | ' | ' | ' | 5,503 | ' |
Stock issued in connection with financing, Shares | ' | ' | ' | 345,000 | ' | ' |
Stock issued in connection with financing, Value | 718 | ' | ' | ' | 718 | ' |
Stock issued to broker in connection with Affinity acquisition, Shares | ' | ' | ' | 50,000 | ' | ' |
Stock issued to broker in connection with Affinity acquisition, Value | 104 | ' | ' | 0 | 104 | ' |
Stock issued in connection with debt amendment, Value | 718 | ' | ' | ' | ' | ' |
Ending Balance, Value at Dec. 31, 2012 | 13,003 | 10,000 | 167 | 3 | 166,481 | -163,648 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 100 | 53 | 28,887,000 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income (loss) | -4,211 | ' | ' | ' | ' | -4,211 |
Stock-based compensation | 1,038 | ' | ' | ' | 1,038 | ' |
Issuance of restricted stock, Shares | ' | ' | ' | -462,000 | ' | ' |
Issuance of restricted stock, Value | 0 | ' | ' | ' | ' | ' |
Preferred stock exchange, net of costs of $289, Shares | ' | -100 | ' | 6,767,000 | ' | ' |
Preferred stock exchange, net of costs of $289, Value | -289 | -10,000 | ' | 1 | 9,710 | ' |
Exercise of options, Shares | ' | ' | ' | 14,000 | ' | ' |
Exercise of options, Value | 0 | ' | ' | ' | 0 | ' |
Stock issued in connection with debt amendment, Shares | ' | ' | ' | 100,000 | ' | ' |
Stock issued in connection with debt amendment, Value | 148 | ' | ' | ' | 148 | ' |
Preferred stock dividends | -20 | ' | ' | ' | -20 | ' |
Ending Balance, Value at Dec. 31, 2013 | $9,669 | $0 | $167 | $4 | $177,357 | ($167,859) |
Ending Balance, Shares at Dec. 31, 2013 | ' | 0 | 53 | 35,306,000 | ' | ' |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parentheticals) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ' |
Costs incurred in connection with preferred stock exchange | $289 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from Operating Activities: | ' | ' |
Net income | ($4,211) | $1,051 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 2,860 | 2,085 |
Bad debt expense | 149 | 84 |
Amortization of deferred financing costs | 976 | 122 |
Amortization of debt discount | 727 | 31 |
Loss on impairment/disposal of assets | 680 | 17 |
Stock-based compensation | 1,203 | 678 |
Shares issued in connection with acquisition | 0 | 104 |
Deferred tax benefit | 0 | -2,221 |
Gain on debt forgiveness | -103 | 0 |
Increase (decrease) attributable to changes in assets and liabilities: | ' | ' |
Accounts receivable | -179 | -410 |
Prepaid expenses and other current assets | 493 | -316 |
Other assets | 214 | 22 |
Accounts payable | -499 | 31 |
Accrued expenses and other liabilities | -78 | -14 |
Accrued sales taxes and regulatory fees | 68 | -393 |
Net cash provided by operating activities – continuing operations | 2,300 | 871 |
Net cash used in operating activities - discontinued operations | 0 | -50 |
Net cash provided by operating activities | 2,300 | 821 |
Cash flows from Investing Activities: | ' | ' |
Proceeds from sale of equipment | 2 | 11 |
Cash paid for acquisition costs, net of acquired cash | -46 | -7,562 |
Purchases of property and equipment | -856 | -740 |
Net cash used in investing activities | -900 | -8,291 |
Cash flows from Financing Activities: | ' | ' |
Proceeds from exercise of stock options | 0 | 12 |
Payments related to preferred stock exchange | -289 | 0 |
Principal payments for capital lease | -251 | -205 |
Proceeds from new credit facility, net of expenses of $322 | 8,978 | 0 |
Repayment of former debt obligations and expenses of $482 | -9,762 | 0 |
Proceeds from former debt obligations, net of expenses of $467 | 0 | 8,063 |
Net cash provided by (used in) financing activities | -1,324 | 7,870 |
Increase in cash and cash equivalents | 76 | 400 |
Cash at beginning of year | 2,218 | 1,818 |
Cash at end of year | 2,294 | 2,218 |
Supplement disclosures of cash flow information: | ' | ' |
Cash paid during the period for interest | 1,200 | 421 |
Non-cash investing and financing activities: | ' | ' |
Acquisition of equipment under capital lease | 38 | 186 |
Preferred stock exchange and conversion | 10,000 | 130 |
Common stock issued in connection with acquisition | 0 | 5,607 |
Common stock issued in connection with debt amendment | 148 | 718 |
Common stock issued to broker in connection with preferred stock exchange | 135 | 0 |
Accrued dividends | $20 | $0 |
The_Business
The Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
The Business | ' |
The Business | |
Glowpoint, Inc. (“Glowpoint” or “we” or “us” or the “Company”) is a provider of video collaboration services and network solutions. Our services enable our customers to use videoconferencing as an efficient and effective method of communication for their business meetings. Our customers include Fortune 1000 companies, along with small and medium enterprises in a variety of industries. We market our services globally through a multi-channel sales approach that includes direct sales and channel partners. | |
The Company was formed as a Delaware corporation in May 2000. In October 2012, the Company acquired Affinity VideoNet, Inc. (“Affinity”), a service provider for public videoconference suites and managed videoconferencing (as discussed in Note 4). The Company operates in one segment and therefore segment information is not presented. |
Liquidity_Basis_of_Presentatio
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies | ' | |
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies | ||
Liquidity | ||
As of December 31, 2013, we had $2,294,000 of cash and working capital of $836,000. Our cash balance as of December 31, 2013 includes restricted cash of $242,000 (as discussed in Note 3). For the year ended December 31, 2013, we generated a net loss of $4,211,000 and net cash provided by operating activities of $2,300,000. We generated cash flow from operations even though we incurred a net loss as our net loss includes certain non-cash expenses that are added back to our cash flow from operations as shown on our consolidated statements of cash flows. | ||
On October 17, 2013, the Company entered into a loan agreement by and among the Company and its subsidiaries, and Main Street Capital Corporation (“Main Street”), 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"). The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”) and a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). As of December 31, 2013, the Company has borrowed $9,000,000 under the Main Street Term Loan and $300,000 on the Main Street Revolver and the Company used the proceeds from this debt issuance to repay existing debt obligations (see Note 7). | ||
Based on our current projection of revenue, expenses, capital expenditures and cash flows, the Company believes that it has, and will have, sufficient resources and cash flows to service its debt obligations and fund its operations for at least the next twelve months following the filing of this Annual Report on Form 10-K. As of December 31, 2013, we have availability of $1,700,000 under the Main Street Revolver and $2,000,000 under the Main Street Term Loan (subject to approval by Main Street under the terms of the Main Street Loan Agreement). 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. | ||
Principles of Consolidation | ||
The consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiaries, Affinity 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 our 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 allocation of intangible assets and their estimated lives, and the estimated lives and recoverability of property and equipment. | ||
Allowance for Doubtful Accounts | ||
We perform ongoing credit evaluations of our customers. 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 $221,000 and $151,000 at December 31, 2013 and 2012, respectively. | ||
Fair Value of Financial Instruments | ||
The Company considers its cash, accounts receivable and accounts payable to meet the definition of financial instruments. The carrying amount of cash, accounts receivable and accounts payable approximated their fair value due to the short maturities of these instruments. The carrying amounts of our debt obligations (see Note 7) approximate their fair values, which are based on borrowing rates that are available to the Company for loans with similar terms, collateral, and maturity. | ||
The Company measures fair value as required by the ASC Topic 820“Fair Value Measurements and Disclosures” (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||
• | Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. | |
• | Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. | |
• | Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. | |
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company did not have any unobservable inputs as of December 31, 2013 and 2012 or during the years then ended. | ||
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 our customers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the 12 to 24 month period 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 in accordance with ASC Topic 350 "Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment". We test for impairment on an annual basis or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The performance of the impairment test involves a two-step process. The first step of the goodwill impairment test involves comparing the fair value of the reporting unit to the carrying value, including goodwill. We established November 30 as the date of our annual impairment test for goodwill. We determined the fair value of our reporting unit using a combination of a market-based approach using quoted market prices in active markets and the discounted cash flow (“DCF”) methodology. The DCF methodology requires us to make key assumptions such as projected future cash flows, growth rates, terminal value and a weighted average cost of capital. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Based on the goodwill impairment tests performed at November 30, 2013, the estimated fair value of the reporting unit exceeded its carrying value, and therefore, the second step of the goodwill impairment test was not required. However, if market conditions deteriorate, or if the Company is unable to execute on its business plan, it may be necessary to record impairment charges in the future. | ||
Taxes Billed to Customers and Remitted to Taxing Authorities | ||
We recognize taxes billed to customers in revenue and taxes remitted to taxing authorities in our cost of revenue. For the years ended December 31, 2013 and 2012, we included taxes of $1,339,000 and $1,495,000, respectively, in revenue and we included taxes of $1,283,000 and $1,454,000, respectively, in cost of revenue. | ||
Impairment of Long-Lived Assets and Intangible Assets | ||
We evaluate impairment losses on long-lived assets used in operations, primarily fixed assets, when events and circumstances indicate that the carrying value of the assets might not be recoverable as required by ASC Topic 360 “Property, Plant and Equipment.” 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. During 2013 and 2012, we recorded impairment losses of $615,000 and $17,000, respectively, related to network equipment and fixed assets no longer being utilized in the Company's business. | ||
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 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 year ended December 31, 2013, we capitalized internal use software costs of $317,000 and we amortized $506,000 of these costs. For the year ended December 31, 2012, we capitalized internal use software costs of $422,000 and we amortized $555,000 of these costs. During 2013, we recorded an impairment loss of $65,000 for certain software costs previously capitalized. No impairment losses were recorded during 2012. | ||
Deferred Financing Costs | ||
Deferred financing costs, included in other assets, relate to fees and expenses incurred in connection with entering into our debt agreements (see Note 7), and are amortized as interest expense over the contractual lives of the related credit facilities. | ||
Concentration of Credit Risk | ||
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, and trade accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. | ||
Property and Equipment | ||
Property and equipment are stated at cost and are depreciated over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over the shorter of either the asset's useful life or the related lease term. Depreciation is computed on the straight-line method for financial reporting purposes. Property and equipment include fixed assets subject to capital leases which are depreciated over the life of the respective asset. | ||
Income Taxes | ||
We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely that not that all or some portion of the deferred tax asset will not be realized. | ||
Earnings per Share | ||
Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the weighted average number of shares of common shares outstanding during the period. Diluted earnings or loss per share reflects the potential dilution from the conversion or exercise into common stock of securities such as stock options and warrants as well as the average number of shares. | ||
Stock-based Compensation | ||
Stock based awards have been appropriately accounted for as required by ASC Topic 718 “Compensation – Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718 share based awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. The Company values its stock option awards using the Black-Scholes option valuation model. | ||
Research and development | ||
Research and development expenses include internal and external costs related to the development of new service offerings and features and enhancements to our existing services. | ||
Accounting Standards Update | ||
There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2013 that are expected to have a material impact on our consolidated financial statements. | ||
Reclassifications | ||
Certain prior year amounts have been reclassified to conform with the current year presentation. |
Restricted_Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2013 | |
Cash and Cash Equivalents [Abstract] | ' |
Restricted Cash | ' |
Restricted Cash | |
As of December 31, 2013, our cash balance of $2,294,000 included restricted cash of $242,000. The letters of credit that serve as security deposits for our leases of office space in New Jersey and Colorado (as discussed in Note 18) for $57,000 and $185,000, respectively, are secured by cash pledged as collateral and such cash is restricted by Comerica Bank. As of January 31, 2014, the letter of credit for $57,000 for our office space in New Jersey expired and therefore our restricted cash was reduced to $185,000. |
Affinity_Acquisition
Affinity Acquisition | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Affinity Acquisition | ' | |||
Affinity Acquisition | ||||
On October 1, 2012, the Company completed the acquisition of 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 in Note 7), (ii) a $2.33 million promissory note payable to the Affinity shareholders (as discussed in Note 7), subject to adjustment, and (iii), 2,650,000 shares of the Company's 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. | ||||
On October 1, 2012, the Company issued 100,000 shares of unregistered common stock and paid $250,000 cash to Burnham Hill Partners, LLC ("BHP") in consideration of services rendered under the Consulting Agreement dated as of September 28, 2012 between the Company and BHP. The cash and stock was divided equally between financing costs (which were included in Other Assets in the accompanying consolidated balance sheet as of December 31, 2012) and acquisition costs (recorded in General and Administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2012). A total of $259,000 and $857,000 of acquisition related costs were expensed and included in General and Administrative expenses in the accompanying Statement of Operations for the years ended December 31, 2013 and 2012, respectively. | ||||
The fair value of the assets acquired and liabilities assumed were based on management estimates and values derived from an outside independent appraisal. Based on the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): | ||||
Cash and cash equivalents, including escrow | $ | 504 | ||
Accounts receivable | 1,201 | |||
Property, plant, and equipment | 410 | |||
Other assets and liabilities, net | 320 | |||
Customer relationships | 5,100 | |||
Affiliate network | 1,710 | |||
Trademarks | 760 | |||
Total assets acquired at fair value | 10,005 | |||
Accounts payable | (972 | ) | ||
Accrued expenses | (811 | ) | ||
Deferred tax liability | (2,221 | ) | ||
Total liabilities assumed | (4,004 | ) | ||
Net assets acquired | $ | 6,001 | ||
The purchase price exceeded the fair value of the net assets acquired by $9,900,000, which was recorded as goodwill. The Company recorded measurement period adjustments during the year ended December 31, 2013 which reduced goodwill by $75,000. Below is a summary of goodwill activity for the year ended December 31, 2013 (in thousands): | ||||
Goodwill, December 31, 2012 | $ | 9,900 | ||
Reduction of SRS Note (see Note 7) | (240 | ) | ||
Working capital adjustments | 165 | |||
Goodwill, December 31, 2013 | $ | 9,825 | ||
The accompanying consolidated financial statements do not include any revenues or expenses related to the Affinity business on or prior to October 1, 2012, the closing date of the acquisition. The consolidated statement of operations for the year ended December 31, 2012 includes revenue of $2,244,000 and net income of $119,000 related to Affinity for the period from October 2, 2012 through December 31, 2012. The Company's unaudited pro forma results for the year ended December 31, 2012 are summarized in the following table, assuming the acquisition occurred on January 1, 2012 (in thousands): | ||||
Year Ended December 31, 2012 | ||||
Revenue | $ | 37,096 | ||
Net loss | (2,312 | ) | ||
Loss per share: | ||||
Basic | $ | (0.08 | ) | |
Diluted | $ | (0.08 | ) | |
Weighted average number of common shares: | ||||
Basic | 28,295 | |||
Diluted | 28,295 | |||
These unaudited pro forma results have been 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. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property and Equipment | ' | |||||||||
Property and Equipment | ||||||||||
Property and equipment consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Network equipment and software | $ | 10,151 | $ | 11,091 | 3 to 5 Years | |||||
Computer equipment and software | 2,514 | 2,388 | 3 to 4 Years | |||||||
Collaboration equipment | 497 | 497 | 5 Years | |||||||
Leasehold improvements | 525 | 366 | (*) | |||||||
Office furniture and equipment | 769 | 810 | 5 to 10 Years | |||||||
14,456 | 15,152 | |||||||||
Accumulated depreciation | (11,589 | ) | (10,896 | ) | ||||||
Property and equipment, net | $ | 2,867 | $ | 4,256 | ||||||
(*) – Depreciated over the shorter period of the estimated useful life (five years) or the lease term. | ||||||||||
Related depreciation expense was $1,602,000 and $1,771,000 for the years ended December 31, 2013 and 2012, respectively. |
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Intangible Assets | ' | |||||||||
Intangible Assets | ||||||||||
Intangible assets, recorded in connection with the acquisition of Affinity (see Note 4), consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Customer relationships | $ | 5,100 | $ | 5,100 | 5 Years | |||||
Affiliate network | 1,710 | 1,710 | 12 Years | |||||||
Trademarks | 760 | 760 | 8 Years | |||||||
7,570 | 7,570 | |||||||||
Accumulated amortization | (1,572 | ) | (314 | ) | ||||||
Intangible assets, net | $ | 5,998 | $ | 7,256 | ||||||
Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets, which range from five years to twelve years in accordance with ASC Topic 350 "Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment". Intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. During the year ended December 31, 2013, the Company performed an impairment test of intangible assets and determined that no impairment charges were required. Related amortization expense was $1,258,000 and $314,000 for the years ended December 31, 2013 and 2012, respectively. Amortization expense for the next five succeeding years will be as follows (in thousands): | ||||||||||
2014 | $ | 1,258 | ||||||||
2015 | 1,258 | |||||||||
2016 | 1,258 | |||||||||
2017 | 1,003 | |||||||||
Thereafter | 1,221 | |||||||||
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Long-term debt consists of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Comerica Revolver | $ | — | $ | 780 | ||||
Comerica Term Loan | — | 2,000 | ||||||
Escalate Term Loan (A) | — | 5,920 | ||||||
SRS Note | 1,885 | 2,328 | ||||||
Main Street Term Loan | 9,000 | — | ||||||
Main Street Revolver | 300 | — | ||||||
11,185 | 11,028 | |||||||
Less current maturities | (950 | ) | (1,397 | ) | ||||
Long-term debt, net of current portion | $ | 10,235 | $ | 9,631 | ||||
(A) Total proceeds less debt discount as discussed below | ||||||||
On October 17, 2013, the Company entered into a loan agreement by and among the Company and its subsidiaries, and Main Street Capital Corporation (“Main Street”), 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"). The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”) and a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). As of December 31, 2013, the Company has borrowed $9,000,000 under the Main Street Term Loan and $300,000 on the Main Street Revolver and the Company used the proceeds from this debt issuance to repay the former debt obligations with Comerica Bank (“Comerica”) and Escalate Capital Partners SBIC I, L.P. (“Escalate”) as summarized below. | ||||||||
Borrowings under the Main Street Term Loan and Main Street Revolver mature on October 17, 2018 and October 17, 2015, respectively, unless sooner terminated as provided in the Main Street Loan Agreement. The Main Street Loan Agreement provides that the Main Street Term Loan borrowings bear interest at 12% per annum and the Main Street Revolver borrowings bear interest at 8% per annum. Interest payments on the outstanding borrowings under both the Main Street Term Loan and Main Street Revolver are due monthly. The Company is required to make quarterly principal payments on the Main Street 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 Main Street Loan Agreement and effectively equal to cash flow from operations less capital expenditures less principal payments on capital leases) 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. 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. See“Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 of this Annual Report on Form 10-K for a description of Adjusted EBITDA. 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. As of December 31, 2013, the Company was in compliance with all required covenants. | ||||||||
On October 1, 2012, the Company entered into a Loan and Security Agreement (the "Comerica Loan Agreement") with Comerica, providing the Company with a $2,000,000 term loan (the "Comerica Term Loan") and a revolving line of credit (the “Comerica Revolver”). As of December 31, 2013 and 2012, the Company had outstanding borrowings of $0 and $780,000, respectively, under the Comerica Revolver and $0 and $2,000,000, respectively, under the Comerica Term Loan. On October 17, 2013, outstanding borrowings on 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, which provided the Company with a $6,500,000 term loan (the “Escalate Term Loan”) for a term of 60 months. The Escalate Term Loan had interest at a fixed rate of 12% 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. 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. 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. The shares were valued at $611,000 using the October 1, 2012, stock price of $2.08 less the purchase price; and this value was reflected as a debt discount to the Escalate Term Loan. The debt discount was being amortized over the term of the Escalate Term Loan. The unamortized debt discount as of December 31, 2012 was $580,000. In March 2013, the Company entered into an amendment of the Comerica Loan Agreement which required the consent of Escalate. In consideration of Escalate's consent to this 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 this value was reflected as an additional debt discount to the Escalate Term Loan. 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. | ||||||||
Unamortized financing costs related to our debt agreements of $363,000 and $651,000 are included in other assets in the accompanying consolidated balance sheets as of December 31, 2013 and 2012, respectively. The financing costs are amortized using the effective interest method over the term of each loan through each maturity date. During the years ended December 31, 2013 and 2012, there was $976,000 and $122,000 respectively, of amortization of financing costs, and $727,000 and $31,000 respectively, of amortization of debt discount. As a result of the payoff of the Comerica Term Loan, Comerica Revolver and Escalate Term Loan, the Company charged to interest and other expense in the three months ended December 31, 2013: (i) the remaining unamortized portion of the debt financing costs from the Comerica Loans and Escalate Term Loan as of the payoff date, which totaled $710,000 and (ii) the remaining unamortized portion of the debt discount from the Escalate Term Loan, which was $619,000 as of the payoff date. | ||||||||
On October 1, 2012, in connection with the Affinity acquisition, the Company issued a promissory note (the “SRS Note”) to Shareholder Representative Services LLC ("SRS"), in favor of the prior stockholders of Affinity, in original principal amount of $2,330,000, due and payable on December 31, 2014. The principal amount of the SRS Note accrued interest at a rate of 8% per annum, and such interest is payable in arrears in quarterly payments, which commenced on April 1, 2013. The Company is required to 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 to 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 December 31, 2013, the Company has not made any principal payments on the SRS Note. During the year ended December 31, 2013, the principal amount of the SRS Note was reduced by $240,000 in accordance with the terms of the SRS 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 $134,000 of these severance obligations remain payable and are recorded in accrued expenses in the accompanying consolidated balance sheet as of December 31, 2013. | ||||||||
In February 2014, the Company amended and restated the SRS Note. The amended note, which was effective as of December 31, 2013 (i) reduced the principal amount of the SRS Note by $203,000 to $1,885,000, (ii) increased the interest rate from 8% to 10% per annum and (iii) extended the maturity date from December 31, 2014 to January 4, 2016. The Company concluded that this amendment was a debt modification and not an extinguishment in accordance with ASC Topic 470-50 “Debt - Modifications and Extinguishments”. The Company recorded the $203,000 reduction of the SRS Note as follows: i) a $40,000 decrease to general and administrative expenses relating to reimbursement of certain expenses, ii) a $60,000 increase in accrued expenses and iii) a $103,000increase to other income (see Note 17). | ||||||||
As of December 31, 2013, the current portion of long-term debt recorded on the Company's balance sheet was $950,000, which reflects the sum of the following principal payments the Company expects to pay in 2014: $450,000 on the Main Street Term Loan, $300,000 on the Main Street Revolver and $200,000 on the SRS Note. As discussed above, principal payments in 2014 on the Main Street Term Loan and SRS Note are based on a percentage of Excess Cash Flow and achievement of certain Adjusted EBITDA levels, respectively. The principal payments related to these debt agreements are estimates and actual results may vary. Future maturities of long-term debt, assuming principal payments on the Main Street Term Loan and SRS Note for 2015 through 2018 approximate amounts estimated for 2014, are as follows (in thousands): | ||||||||
2014 | $ | 950 | ||||||
2015 | 1,050 | |||||||
2016 | 1,535 | |||||||
2017 | 450 | |||||||
2018 | 7,200 | |||||||
$ | 11,185 | |||||||
Capital_Lease_Obligations
Capital Lease Obligations | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Capital Lease Obligations | ' | |||||||||||
Capital Lease Obligations | ||||||||||||
In 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. These leases are accounted for as capital leases. Depreciation expense on the equipment under the capital leases for the years ended December 31, 2013 and 2012 was $158,000 and $131,000, respectively. Future minimum commitments under all non-cancelable capital leases are as follows (in thousands): | ||||||||||||
Total | Interest | Principal | ||||||||||
2014 | 225 | 8 | 217 | |||||||||
2015 | 43 | 1 | 42 | |||||||||
2016 | 1 | — | 1 | |||||||||
$ | 269 | $ | 9 | $ | 260 | |||||||
As of December 31, 2013, the current portion of the capital lease obligation is $217,000 and the long-term portion is $43,000. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaid Expenses and Other Current Assets | ' | |||||||
Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Inventory | $ | — | $ | 37 | ||||
Income tax receivable | 26 | 83 | ||||||
Prepaid maintenance contracts | 98 | 170 | ||||||
Deferred installation costs | 58 | 49 | ||||||
Prepaid insurance | 94 | 65 | ||||||
Other prepaid expenses | 128 | 130 | ||||||
Retention bonuses in escrow | — | 363 | ||||||
Prepaid expenses and other current assets | $ | 404 | $ | 897 | ||||
Accrued_Sales_Taxes_and_Regula
Accrued Sales Taxes and Regulatory Fees | 12 Months Ended |
Dec. 31, 2013 | |
Accrued Sales Tax and Regulated Fees [Abstract] | ' |
Accrued Sales Taxes and Regulatory Fees | ' |
Accrued Sales Taxes and Regulatory Fees | |
Included in accrued sales taxes and regulatory fees are (i) certain estimated sales and use taxes, regulatory fees and (ii) sales taxes and regulatory fees collected from customers that are to be remitted to taxing authorities. Our accrual as of December 31, 2013 includes estimates for taxes due where we plan to proactively contact various taxing authorities and voluntarily disclose potential sales and use tax liabilities. Accrued sales taxes and regulatory fees as of December 31, 2013 and 2012 are $590,000 and $398,000, respectively. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued Expenses and Other Liabilities | ||||||||
Accrued expenses and other liabilities consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued compensation | $ | 755 | $ | 508 | ||||
Accrued severance costs | 306 | 607 | ||||||
Accrued communication costs | 328 | 244 | ||||||
Accrued professional fees | 138 | 208 | ||||||
Other accrued expenses | 390 | 105 | ||||||
Deferred revenue | 197 | 155 | ||||||
Customer deposits | 163 | 205 | ||||||
Accrued expenses and other liabilities | $ | 2,277 | $ | 2,032 | ||||
Stock_Options
Stock Options (Stock Options [Member]) | 12 Months Ended | |||||||||||||||
Dec. 31, 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 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 the awards are 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 years ended December 31, 2013 and 2012: | ||||||||||||||||
Year Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk free interest rate | 0.80% | 0.90% | ||||||||||||||
Expected option lives | 5 years | 5 years | ||||||||||||||
Expected volatility | 103.20% | 111.00% | ||||||||||||||
Estimated forfeiture rate | 10% | 10% | ||||||||||||||
Expected dividend yields | — | — | ||||||||||||||
Weighted average grant date fair value of options | $1.39 | $2.30 | ||||||||||||||
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 expected term of the options and forfeiture rates are estimated based on the Company’s exercise and employment termination experience. 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 assumptions used in the Black-Scholes option valuation model are highly subjective and can materially affect the resulting valuations. | ||||||||||||||||
Glowpoint 2007 Stock Incentive Plan | ||||||||||||||||
Pursuant to the Glowpoint 2007 Stock Incentive Plan (as amended, the "2007 Plan"), 3,010,000 shares of common stock have been reserved for issuance thereunder. The 2007 Plan permits the grant of ISOs to employees and non-qualified stock options ("NQSOs") to employees, directors and consultants. As of December 31, 2013, options to purchase a total of 1,592,000 shares of common stock were outstanding and 409,000 shares of common stock remained available for future issuance under the 2007 Plan. | ||||||||||||||||
Glowpoint 2000 Stock Incentive Plan | ||||||||||||||||
Pursuant to the Glowpoint 2000 Stock Incentive Plan (as amended, the "2000 Plan"), that was terminated in June 2010, 1,100,000 shares of common stock has been reserved for issuance thereunder. The 2000 Plan provided for the grant of ISOs to employees and NQSOs to employees, directors and consultants. As of December 31, 2013, options to purchase a total of 201,000 shares of common stock were outstanding under the 2000 Plan. | ||||||||||||||||
Other Option Information | ||||||||||||||||
A summary of options granted, exercised, expired and forfeited under our plans and options outstanding as of, and changes made during, the years ended December 31, 2013 and 2012 (options in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Number of Options | Weighted | Number of Options | Weighted | |||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Options outstanding, January 1, 2012 | 750 | $ | 2.9 | 570 | $ | 3.12 | ||||||||||
Granted | 1,310 | 3.2 | ||||||||||||||
Exercised | (6 | ) | 1.62 | |||||||||||||
Expired | (11 | ) | 7.61 | |||||||||||||
Forfeited | (186 | ) | 3 | |||||||||||||
Options outstanding, December 31, 2012 | 1,857 | $ | 3.07 | 605 | $ | 2.93 | ||||||||||
Granted | 1,075 | 1.84 | ||||||||||||||
Exercised | (70 | ) | 1.61 | |||||||||||||
Expired | (14 | ) | 13.56 | |||||||||||||
Forfeited | (1,056 | ) | 3.16 | |||||||||||||
Options outstanding, December 31, 2013 | 1,792 | $ | 2.21 | 410 | $ | 2.71 | ||||||||||
Additional information as of December 31, 2013 is as follows (options in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Range of price | Number | Weighted | Weighted | Number | Weighted | |||||||||||
of Options | Average | Average | of Options | Average | ||||||||||||
Remaining | Exercise | Exercise | ||||||||||||||
Contractual | Price | Price | ||||||||||||||
Life (In Years) | ||||||||||||||||
$0.90 – $1.80 | 289 | 7.55 | $ | 1.28 | 89 | $ | 1.44 | |||||||||
$1.84 – $2.05 | 971 | 8.66 | 1.97 | 95 | 1.89 | |||||||||||
$2.12 – $2.88 | 199 | 6.56 | 2.36 | 103 | 2.42 | |||||||||||
$3.02 – $3.47 | 260 | 8.2 | 3.07 | 50 | 3.02 | |||||||||||
$3.80 – $8.60 | 73 | 0.84 | 5.48 | 73 | 5.48 | |||||||||||
1,792 | 7.86 | $ | 2.21 | 410 | $ | 2.71 | ||||||||||
A summary of unvested options as of, and changes during the years ended December 31, 2013 and 2012, is presented below (options in thousands): | ||||||||||||||||
Options | Weighted Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Unvested options outstanding, January 1, 2012 | 180 | $ | 1.72 | |||||||||||||
Granted | 1,310 | 2.3 | ||||||||||||||
Vested | (77 | ) | 1.27 | |||||||||||||
Forfeited | (161 | ) | 2.33 | |||||||||||||
Unvested options outstanding, December 31, 2012 | 1,252 | $ | 2.27 | |||||||||||||
Granted | 1,075 | 1.39 | ||||||||||||||
Vested | (85 | ) | 1.43 | |||||||||||||
Forfeited | (860 | ) | 2.25 | |||||||||||||
Unvested options outstanding, December 31, 2013 | 1,382 | $ | 1.57 | |||||||||||||
Stock option compensation expense relating to stock option awards is allocated as follows for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Cost of revenue | $ | — | $ | — | ||||||||||||
Research and development | — | 1 | ||||||||||||||
Sales and marketing | — | 2 | ||||||||||||||
General and administrative | 646 | 206 | ||||||||||||||
$ | 646 | $ | 209 | |||||||||||||
The intrinsic value of vested options at December 31, 2013 and 2012 was $6,000 and $107,000, respectively. The intrinsic value of unvested options at December 31, 2013 and 2012 was $48,000 and $0, respectively. | ||||||||||||||||
The remaining unrecognized stock-based compensation expense for options at December 31, 2013 was $1,501,000, of which $203,000, representing 90,000 options, will only be expensed upon a “change in control” and the remaining $1,298,000 will be amortized over a weighted average period of approximately 1.2 years. | ||||||||||||||||
The tax benefit recognized for stock-based compensation for the year ended December 31, 2013 was diminimus. There was no tax benefit recognized for stock-based compensation for the year ended December 31, 2012. No compensation costs were capitalized as part of the cost of an asset. |
Restricted_Stock
Restricted Stock (Restricted Stock [Member]) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Restricted Stock [Member] | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Restricted Stock | ' | |||||||
Restricted Stock | ||||||||
The Company periodically issues restricted stock to employees, directors, and third parties which, when vested, entitles the holder to receive one share of the Company’s common stock, subject to certain restrictions on their transfer and sale as defined in the 2007 Plan and the related award agreements. | ||||||||
A summary of restricted stock granted, vested, forfeited and unvested outstanding as of, and changes made during, the years ended December 31, 2013 and 2012, is presented below (shares in thousands): | ||||||||
Restricted Shares | Weighted Average | |||||||
Grant Price | ||||||||
Unvested restricted shares outstanding, January 1, 2012 | 836 | $ | 2.15 | |||||
Granted | 833 | 2.65 | ||||||
Vested | (100 | ) | 2.11 | |||||
Forfeited | (275 | ) | 2.36 | |||||
Unvested restricted shares outstanding, December 31, 2012 | 1,294 | $ | 2.43 | |||||
Granted | 388 | 1.28 | ||||||
Vested | (367 | ) | 1.43 | |||||
Forfeited | (850 | ) | 2.56 | |||||
Unvested restricted shares outstanding, December 31, 2013 | 465 | $ | 2.03 | |||||
Stock compensation expense relating to restricted stock awards are allocated as follows for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Cost of revenue | $ | 40 | $ | 17 | ||||
Research and development | 8 | 21 | ||||||
Sales and marketing | 56 | 61 | ||||||
General and administrative | 453 | 370 | ||||||
$ | 557 | $ | 469 | |||||
Stock compensation expense for the year ended December 31, 2013 includes $165,000 related to bonuses earned in 2013 that will be settled with restricted stock in 2014; the value of which is recorded in accrued expenses as of December 31, 2013. The remaining unrecognized stock-based compensation expense for restricted stock at December 31, 2013 was $700,000, of which $113,000, representing 45,000 shares, will only be expensed upon a “change in control” and the remaining $586,000 will be amortized over a weighted average period of 5.3 years. | ||||||||
The tax benefit recognized for stock-based compensation for the year ended December 31, 2013 was diminimus. There was no tax benefit recognized for stock-based compensation for the year ended December 31, 2012. No compensation costs were capitalized as part of the cost of an asset. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 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 December 31, 2013, there were: 100 shares of Series B-1 Preferred Stock authorized, and no shares issued or 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”). The Series B-1 Preferred Stock is not convertible into common stock. The Series B-1 Preferred Stock is senior to all other classes of equity and, commencing on January 1, 2013, was entitled to cumulative dividends from January 1, 2013, 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. | |
During 2013, the Company exchanged all 100 issued and outstanding shares of Series B-1 Preferred Stock pursuant to exchange agreements between the Company and the holders of this preferred stock (the “Exchange Agreements”) for 6,667,286 shares of the Company’s common stock. The liquidation preference for the Preferred Shares was approximately $10,247,000, representing an effective conversion price for the Company's common stock issued pursuant to the Exchange Agreements of $1.54 per share. In connection with the Exchange Agreements, the holders of the Preferred Shares waived their claim to accrued dividends on the Preferred Shares in the approximate amount of $247,000. The Company recorded the reversal of these accrued dividends as a reduction to Preferred Stock Dividends on the accompanying consolidated statement of operations. The Company incurred approximately $289,000 of costs in connection with the Exchange Agreements, which were recorded as a reduction to additional paid-in capital. The Company also issued 100,000 of shares of Common Stock to a broker in October 2013, recorded in stockholders' equity as a cost of the preferred stock exchange equal to a value of $135,000. This value was based on the October 15, 2013 stock price of $1.35 (see Note 22 for further discussion). The Exchange Agreements were recorded through stockholders' equity. | |
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 December 31, 2013, the Company has recorded $20,000 in accrued dividends on the accompanying balance sheet related to the Series A-2 Preferred Stock. | |
In April 2012, a holder of the Company's Series A-2 Preferred Stock elected to convert 41 shares of Series A-2 Preferred Stock into 102,000 shares of common stock of the Company at the original conversion price. Each of the Series A-2 Preferred Stock shares was exchanged for 2,500 shares of common stock, pursuant to the terms of the Series A-2 Preferred Stock Certificate of Designation. | |
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. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
Warrants | ' |
Warrants | |
During the year ended December 31, 2013, 33,000 warrants, with an exercise price of $1.60 per share, expired. There are no outstanding warrants as of December 31, 2013. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | ||
Dec. 31, 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 shares 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 years ended December 31, 2012, diluted earnings per share included 109,000 shares of common stock associated with outstanding options and warrants, 133,000 shares, issuable upon conversion of our convertible preferred stock calculated using the treasury stock method, and 1,294,000 shares, of unvested restricted stock. | |||
For the year ended December 31, 2013, diluted loss per share is the same as basic loss per share as the potential shares of common stock that could have been issuable have been excluded from the calculation of diluted loss per share because inclusion of such shares would have decreased our net loss per share (been anti-dilutive). Such potentially dilutive shares of common stock consist of the following (in thousands): | |||
Year Ended December 31, 2013 | |||
Common stock options | 35,000 | ||
Unvested restricted stock | 133,000 | ||
Interest_Expense_and_Other_Net
Interest Expense and Other, Net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Interest Expense [Abstract] | ' | |||||||
Interest Expense and Other, Net | ' | |||||||
Interest Expense and Other, Net | ||||||||
The components of interest expense and other, net for the years ended December 31, 2013 and 2012 are presented below (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Interest expense for debt | $ | 1,179 | $ | 399 | ||||
Interest expense for capital lease | 21 | 27 | ||||||
Forgiveness of debt | (103 | ) | — | |||||
Interest income | (1 | ) | (5 | ) | ||||
Interest expense and other, net | $ | 1,096 | $ | 421 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 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 years ended December 31, 2013 and 2012 were $765,000 and $547,000, respectively. | ||||
Future minimum rental commitments under all non-cancelable operating leases are as follows (in thousands): | ||||
Year Ending December 31, | ||||
2014 | 370 | |||
2015 | 349 | |||
2016 | 359 | |||
2017 | 305 | |||
2018 | 223 | |||
$ | 1,606 | |||
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. Historically, 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 consolidated financial statements because it is not probable, from the information available and from prior experience, that Glowpoint has incurred a liability. | ||||
Letter of Credit | ||||
As of December 31, 2013, the Company had outstanding irrevocable standby letters of credit 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. The letter of credit for $57,000 related to our New Jersey location expired on January 31, 2014. |
Major_Customers
Major Customers | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2013, a total of approximately 21% of revenues were derived from two major wholesale partners and the accounts receivable from these major partners represented approximately 28% of total accounts receivable as of December 31, 2013. One additional customer accounted for 10% of our outstanding accounts receivable at December 31, 2013. For the year ended December 31, 2012, approximately 25% of revenues were derived from two major wholesale partners. The loss of any one of these partners would have a material adverse effect on the Company’s operations. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
For 2012, an income tax benefit of $2,221,000 was recorded as a result of the change of the Company's valuation allowance related to deferred tax liabilities that arose in the acquisition of Affinity. This income tax benefit had no impact on cash flows from operations for the year ended December 31, 2012. For 2013, an income tax benefit of $30,000 was recorded related to an income tax refund. Our effective tax rate differs from the statutory federal tax rate for the years ended December 31, 2013 and 2012 as shown in the following table (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
U.S. federal income taxes at the statutory rate | $ | (1,372 | ) | $ | (378 | ) | ||
State taxes, net of federal effects | (297 | ) | (57 | ) | ||||
Nondeductible expenses | 14 | 23 | ||||||
State tax credits, net | — | (171 | ) | |||||
Acquisition costs | 37 | 224 | ||||||
Stock-based compensation | 294 | 18 | ||||||
Debt cancellation | (35 | ) | — | |||||
Expired net operating loss carry-forwards | 1,635 | — | ||||||
Other | 14 | (46 | ) | |||||
Change in valuation allowance | (320 | ) | (1,834 | ) | ||||
Income tax benefit | $ | (30 | ) | $ | (2,221 | ) | ||
The tax effect of the temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2013 and 2012 is presented below (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Tax benefit of operating loss carry forward | $ | 15,490 | $ | 16,304 | ||||
Reserves and allowances | 232 | 67 | ||||||
Accrued expenses | 263 | 355 | ||||||
Charitable contributions | 196 | — | ||||||
Goodwill | 192 | 262 | ||||||
Equity based compensation | 650 | 734 | ||||||
Fixed assets | 306 | 230 | ||||||
Texas margin tax temporary credit | 260 | 260 | ||||||
Total deferred tax assets | 17,589 | 18,212 | ||||||
Valuation allowance | (15,568 | ) | (15,888 | ) | ||||
Net deferred tax assets | $ | 2,021 | $ | 2,324 | ||||
Deferred tax liabilities: | ||||||||
Intangible amortization | $ | 2,021 | $ | 2,324 | ||||
Total deferred tax liabilities | $ | 2,021 | $ | 2,324 | ||||
Net deferred tax assets | $ | — | $ | — | ||||
The ending balances of the deferred tax asset have been fully reserved, reflecting the uncertainties as to realizability evidenced by the Company’s historical results. | ||||||||
We and our subsidiaries file federal and state tax returns on a consolidated basis. During 2013, we determined that an “ownership change” occurred in 2013 (as defined under Section 382 of the Internal Revenue Code of 1986, as amended) which places an annual limitation on the utilization of the net operating loss (“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 $1.9 million of tax benefit associated with the NOL carryforwards. At December 31, 2013 we had accumulated NOL carryforwards of $37,165,000 available to offset future federal taxable income which expire in various amounts from 2017 through 2033. If it is determined that there is a subsequent ownership 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. | ||||||||
There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ACS Topic 740 “Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statement, that have been recorded on the Company’s consolidated financial statements for the years ended December 31, 2013 and 2012. The Company does not anticipate a material change to unrecognized tax benefits in the next twelve months. | ||||||||
Additionally, ASC 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the years ended December 31, 2013 and 2012. | ||||||||
The federal and state tax returns for the years ending December 31, 2012, 2011, 2010 and 2009 are currently open and the tax return for the year ended December 31, 2013 will be filed by September 2014. |
401k_Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
401(k) Plan | ' |
401(k) Plan | |
We have adopted a retirement plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan covers substantially all employees who meet minimum age and service requirements. Employer contributions to the 401(k) plan for the years ended December 31, 2013 and 2012 were $95,000 and $0, respectively. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
The Company provides video collaboration services (the “Video Services”) to ABM Industries, Inc. ("ABM"). James S. Lusk, who serves on the Board of Directors for the Company, is an officer of ABM. Video Services revenue from ABM for the years ended December 31, 2013 and 2012 were $136,000 and $210,000, respectively. As of December 31, 2013, the accounts receivable attributable to ABM was $2,000. | |
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 years ended December 31, 2013 and 2012 were $150,000 and $150,000, respectively; and such fees have been recorded in General and Administrative expenses on the Company's consolidated statements of operations. As of December 31, 2013, the accounts payable to Mr. DeLuca was $25,000. | |
The Company received financial advisory services from Burnham Hill Partners, LLC ("BHP") under certain engagement agreements. In October 2013, the Company terminated all such engagement agreements with BHP. Jason Adelman, a principal of BHP, is a greater than 5% shareholder of the Company. In October 2012, the Company issued 100,000 shares of unregistered common stock and paid $250,000 in cash to BHP in consideration of services rendered. The cash and stock was divided equally between financing costs (which were included in Other Assets in the accompanying consolidated balance sheet as of December 31, 2012) and acquisition costs (recorded in General and Administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2012). In connection with the termination of the agreements with BHP referenced above 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. The $100,000 fee and value of stock were included as a cost of the Series B-1 Preferred Stock Exchange (see Note 14). The shares were valued at $135,000 using the October 15, 2013 stock price of $1.35. Other financial advisory fees paid to BHP for the years ended December 31, 2013 and 2012, recorded in General and Administrative expenses on the Company's consolidated statements of operations were $96,000 and $143,000, respectively. As of December 31, 2013, there was no accounts payable to BHP. | |
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 years ended December 31, 2013 and 2012, she earned $21,000 and $15,000, respectively; and such commissions have been recorded in Sales and Marketing expenses on the Company's consolidated statements of operations. As of December 31, 2013, there was $3,000 accrued for payment to Ms. Holst. The Company terminated the Sales Partner Agreement with Ms. Holst effective December 31, 2013. | |
In August 2013, GP Investment Holdings, LLC (“GPI”) purchased 8,942,805 shares of the Company’s common stock and 95 shares of the Company’s Series B-1 Preferred Stock from Vicis Capital Master Fund in a private transaction. Following this transaction, the Company then issued 6,333,333 shares of the Company’s common stock to GPI in exchange for the conversion of 95 shares of the Company’s Series B-1 preferred stock that GPI purchased (see Note 13). As of December 31, 2013, GPI owns 15,276,138 shares, or 43%, of the Company’s common stock. GPI is an investment vehicle affiliated with Main Street Capital Corporation, our debt lender (see Note 7) and the Pessin family. | |
Pursuant to a registration rights agreement between us and GPI, we filed a registration statement covering 6,333,333 shares of common stock with the SEC on November 6, 2013, which was declared effective on November 14, 2013. | |
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. |
Liquidity_Basis_of_Presentatio1
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Liquidity | ' | |
Liquidity | ||
As of December 31, 2013, we had $2,294,000 of cash and working capital of $836,000. Our cash balance as of December 31, 2013 includes restricted cash of $242,000 (as discussed in Note 3). For the year ended December 31, 2013, we generated a net loss of $4,211,000 and net cash provided by operating activities of $2,300,000. We generated cash flow from operations even though we incurred a net loss as our net loss includes certain non-cash expenses that are added back to our cash flow from operations as shown on our consolidated statements of cash flows. | ||
On October 17, 2013, the Company entered into a loan agreement by and among the Company and its subsidiaries, and Main Street Capital Corporation (“Main Street”), 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"). The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”) and a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). As of December 31, 2013, the Company has borrowed $9,000,000 under the Main Street Term Loan and $300,000 on the Main Street Revolver and the Company used the proceeds from this debt issuance to repay existing debt obligations (see Note 7). | ||
Based on our current projection of revenue, expenses, capital expenditures and cash flows, the Company believes that it has, and will have, sufficient resources and cash flows to service its debt obligations and fund its operations for at least the next twelve months following the filing of this Annual Report on Form 10-K. As of December 31, 2013, we have availability of $1,700,000 under the Main Street Revolver and $2,000,000 under the Main Street Term Loan (subject to approval by Main Street under the terms of the Main Street Loan Agreement). 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. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The consolidated financial statements include the accounts of Glowpoint and our 100%-owned subsidiaries, Affinity 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 our 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 allocation of intangible assets and their estimated lives, and the estimated lives and recoverability of property and equipment. | ||
Allowance for Doubtful Accounts | ' | |
Allowance for Doubtful Accounts | ||
We perform ongoing credit evaluations of our customers. 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 $221,000 and $151,000 at December 31, 2013 and 2012, respectively. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
The Company considers its cash, accounts receivable and accounts payable to meet the definition of financial instruments. The carrying amount of cash, accounts receivable and accounts payable approximated their fair value due to the short maturities of these instruments. The carrying amounts of our debt obligations (see Note 7) approximate their fair values, which are based on borrowing rates that are available to the Company for loans with similar terms, collateral, and maturity. | ||
The Company measures fair value as required by the ASC Topic 820“Fair Value Measurements and Disclosures” (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | ||
• | Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. | |
• | Level 2 - inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. | |
• | Level 3 - unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. | |
This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company did not have any unobservable inputs as of December 31, 2013 and 2012 or during the years then ended. | ||
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 our customers do not meet the criteria as a separate unit of accounting, they are deferred and recognized over the 12 to 24 month period 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 in accordance with ASC Topic 350 "Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment". We test for impairment on an annual basis or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The performance of the impairment test involves a two-step process. The first step of the goodwill impairment test involves comparing the fair value of the reporting unit to the carrying value, including goodwill. We established November 30 as the date of our annual impairment test for goodwill. We determined the fair value of our reporting unit using a combination of a market-based approach using quoted market prices in active markets and the discounted cash flow (“DCF”) methodology. The DCF methodology requires us to make key assumptions such as projected future cash flows, growth rates, terminal value and a weighted average cost of capital. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. Based on the goodwill impairment tests performed at November 30, 2013, the estimated fair value of the reporting unit exceeded its carrying value, and therefore, the second step of the goodwill impairment test was not required. However, if market conditions deteriorate, or if the Company is unable to execute on its business plan, it may be necessary to record impairment charges in the future. | ||
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 revenue and taxes remitted to taxing authorities in our cost of revenue. For the years ended December 31, 2013 and 2012, we included taxes of $1,339,000 and $1,495,000, respectively, in revenue and we included taxes of $1,283,000 and $1,454,000, respectively, in cost of revenue. | ||
Long-Lived Assets | ' | |
Impairment of Long-Lived Assets and Intangible Assets | ||
We evaluate impairment losses on long-lived assets used in operations, primarily fixed assets, when events and circumstances indicate that the carrying value of the assets might not be recoverable as required by ASC Topic 360 “Property, Plant and Equipment.” 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. During 2013 and 2012, we recorded impairment losses of $615,000 and $17,000, respectively, related to network equipment and fixed assets no longer being utilized in the Company's business. | ||
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 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 year ended December 31, 2013, we capitalized internal use software costs of $317,000 and we amortized $506,000 of these costs. For the year ended December 31, 2012, we capitalized internal use software costs of $422,000 and we amortized $555,000 of these costs. During 2013, we recorded an impairment loss of $65,000 for certain software costs previously capitalized. No impairment losses were recorded during 2012. | ||
Deferred Financing Costs | ' | |
Deferred Financing Costs | ||
Deferred financing costs, included in other assets, relate to fees and expenses incurred in connection with entering into our debt agreements (see Note 7), and are amortized as interest expense over the contractual lives of the related credit facilities. | ||
Concentration of Credit Risk | ' | |
Concentration of Credit Risk | ||
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, and trade accounts receivable. We place our cash primarily in commercial checking accounts. Commercial bank balances may from time to time exceed federal insurance limits. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment are stated at cost and are depreciated over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over the shorter of either the asset's useful life or the related lease term. Depreciation is computed on the straight-line method for financial reporting purposes. Property and equipment include fixed assets subject to capital leases which are depreciated over the life of the respective asset. | ||
Income Taxes | ' | |
Income Taxes | ||
We use the asset and liability method to determine our income tax expense or benefit. Deferred tax assets and liabilities are computed based on temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered or settled. Any resulting net deferred tax assets are evaluated for recoverability and, accordingly, a valuation allowance is provided when it is more likely that not that all or some portion of the deferred tax asset will not be realized. | ||
Earnings per Share | ' | |
Earnings per Share | ||
Basic earnings per share is calculated by dividing net earnings attributable to common stockholders by the weighted average number of shares of common shares outstanding during the period. Diluted earnings or loss per share reflects the potential dilution from the conversion or exercise into common stock of securities such as stock options and warrants as well as the average number of shares. | ||
Stock-based Compensation | ' | |
Stock-based Compensation | ||
Stock based awards have been appropriately accounted for as required by ASC Topic 718 “Compensation – Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718 share based awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. The Company values its stock option awards using the Black-Scholes option valuation model. | ||
Research and Development | ' | |
Research and development | ||
Research and development expenses include internal and external costs related to the development of new service offerings and features and enhancements to our existing services. | ||
Accounting Standards Updates | ' | |
Accounting Standards Update | ||
There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2013 that are expected to have a material impact on our consolidated financial statements. | ||
Reclassifications | ' | |
Reclassifications | ||
Certain prior year amounts have been reclassified to conform with the current year presentation. |
Affinity_Acquisition_Tables
Affinity Acquisition (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||
Based on the purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands): | ||||
Cash and cash equivalents, including escrow | $ | 504 | ||
Accounts receivable | 1,201 | |||
Property, plant, and equipment | 410 | |||
Other assets and liabilities, net | 320 | |||
Customer relationships | 5,100 | |||
Affiliate network | 1,710 | |||
Trademarks | 760 | |||
Total assets acquired at fair value | 10,005 | |||
Accounts payable | (972 | ) | ||
Accrued expenses | (811 | ) | ||
Deferred tax liability | (2,221 | ) | ||
Total liabilities assumed | (4,004 | ) | ||
Net assets acquired | $ | 6,001 | ||
Schedule of Goodwill | ' | |||
Below is a summary of goodwill activity for the year ended December 31, 2013 (in thousands): | ||||
Goodwill, December 31, 2012 | $ | 9,900 | ||
Reduction of SRS Note (see Note 7) | (240 | ) | ||
Working capital adjustments | 165 | |||
Goodwill, December 31, 2013 | $ | 9,825 | ||
Business Acquisition, Pro Forma Information | ' | |||
The Company's unaudited pro forma results for the year ended December 31, 2012 are summarized in the following table, assuming the acquisition occurred on January 1, 2012 (in thousands): | ||||
Year Ended December 31, 2012 | ||||
Revenue | $ | 37,096 | ||
Net loss | (2,312 | ) | ||
Loss per share: | ||||
Basic | $ | (0.08 | ) | |
Diluted | $ | (0.08 | ) | |
Weighted average number of common shares: | ||||
Basic | 28,295 | |||
Diluted | 28,295 | |||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property and Equipment | ' | |||||||||
Property and equipment consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Network equipment and software | $ | 10,151 | $ | 11,091 | 3 to 5 Years | |||||
Computer equipment and software | 2,514 | 2,388 | 3 to 4 Years | |||||||
Collaboration equipment | 497 | 497 | 5 Years | |||||||
Leasehold improvements | 525 | 366 | (*) | |||||||
Office furniture and equipment | 769 | 810 | 5 to 10 Years | |||||||
14,456 | 15,152 | |||||||||
Accumulated depreciation | (11,589 | ) | (10,896 | ) | ||||||
Property and equipment, net | $ | 2,867 | $ | 4,256 | ||||||
(*) – Depreciated over the shorter period of the estimated useful life (five years) or the lease term. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Schedule of Intangible Assets | ' | |||||||||
Intangible assets, recorded in connection with the acquisition of Affinity (see Note 4), consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Customer relationships | $ | 5,100 | $ | 5,100 | 5 Years | |||||
Affiliate network | 1,710 | 1,710 | 12 Years | |||||||
Trademarks | 760 | 760 | 8 Years | |||||||
7,570 | 7,570 | |||||||||
Accumulated amortization | (1,572 | ) | (314 | ) | ||||||
Intangible assets, net | $ | 5,998 | $ | 7,256 | ||||||
Schedule of Future Amortization Expense | ' | |||||||||
Amortization expense for the next five succeeding years will be as follows (in thousands): | ||||||||||
2014 | $ | 1,258 | ||||||||
2015 | 1,258 | |||||||||
2016 | 1,258 | |||||||||
2017 | 1,003 | |||||||||
Thereafter | 1,221 | |||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt | ' | |||||||
Long-term debt consists of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Comerica Revolver | $ | — | $ | 780 | ||||
Comerica Term Loan | — | 2,000 | ||||||
Escalate Term Loan (A) | — | 5,920 | ||||||
SRS Note | 1,885 | 2,328 | ||||||
Main Street Term Loan | 9,000 | — | ||||||
Main Street Revolver | 300 | — | ||||||
11,185 | 11,028 | |||||||
Less current maturities | (950 | ) | (1,397 | ) | ||||
Long-term debt, net of current portion | $ | 10,235 | $ | 9,631 | ||||
(A) Total proceeds less debt discount as discussed below | ||||||||
Schedule of Maturities of Long-term Debt | ' | |||||||
Future maturities of long-term debt, assuming principal payments on the Main Street Term Loan and SRS Note for 2015 through 2018 approximate amounts estimated for 2014, are as follows (in thousands): | ||||||||
2014 | $ | 950 | ||||||
2015 | 1,050 | |||||||
2016 | 1,535 | |||||||
2017 | 450 | |||||||
2018 | 7,200 | |||||||
$ | 11,185 | |||||||
Capital_Lease_Obligations_Tabl
Capital Lease Obligations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | |||||||||||
Future minimum commitments under all non-cancelable capital leases are as follows (in thousands): | ||||||||||||
Total | Interest | Principal | ||||||||||
2014 | 225 | 8 | 217 | |||||||||
2015 | 43 | 1 | 42 | |||||||||
2016 | 1 | — | 1 | |||||||||
$ | 269 | $ | 9 | $ | 260 | |||||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | |||||||
Prepaid Expenses and Other Current Assets | ' | |||||||
Prepaid expenses and other current assets consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Inventory | $ | — | $ | 37 | ||||
Income tax receivable | 26 | 83 | ||||||
Prepaid maintenance contracts | 98 | 170 | ||||||
Deferred installation costs | 58 | 49 | ||||||
Prepaid insurance | 94 | 65 | ||||||
Other prepaid expenses | 128 | 130 | ||||||
Retention bonuses in escrow | — | 363 | ||||||
Prepaid expenses and other current assets | $ | 404 | $ | 897 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Expenses | ' | |||||||
Accrued expenses and other liabilities consisted of the following at December 31, 2013 and 2012 (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued compensation | $ | 755 | $ | 508 | ||||
Accrued severance costs | 306 | 607 | ||||||
Accrued communication costs | 328 | 244 | ||||||
Accrued professional fees | 138 | 208 | ||||||
Other accrued expenses | 390 | 105 | ||||||
Deferred revenue | 197 | 155 | ||||||
Customer deposits | 163 | 205 | ||||||
Accrued expenses and other liabilities | $ | 2,277 | $ | 2,032 | ||||
Stock_Options_Tables
Stock Options (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||
Shares authorized under stock option plans, by exercise price range | ' | |||||||||||||||
Additional information as of December 31, 2013 is as follows (options in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Range of price | Number | Weighted | Weighted | Number | Weighted | |||||||||||
of Options | Average | Average | of Options | Average | ||||||||||||
Remaining | Exercise | Exercise | ||||||||||||||
Contractual | Price | Price | ||||||||||||||
Life (In Years) | ||||||||||||||||
$0.90 – $1.80 | 289 | 7.55 | $ | 1.28 | 89 | $ | 1.44 | |||||||||
$1.84 – $2.05 | 971 | 8.66 | 1.97 | 95 | 1.89 | |||||||||||
$2.12 – $2.88 | 199 | 6.56 | 2.36 | 103 | 2.42 | |||||||||||
$3.02 – $3.47 | 260 | 8.2 | 3.07 | 50 | 3.02 | |||||||||||
$3.80 – $8.60 | 73 | 0.84 | 5.48 | 73 | 5.48 | |||||||||||
1,792 | 7.86 | $ | 2.21 | 410 | $ | 2.71 | ||||||||||
Schedule of nonvested options activity | ' | |||||||||||||||
A summary of unvested options as of, and changes during the years ended December 31, 2013 and 2012, is presented below (options in thousands): | ||||||||||||||||
Options | Weighted Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Unvested options outstanding, January 1, 2012 | 180 | $ | 1.72 | |||||||||||||
Granted | 1,310 | 2.3 | ||||||||||||||
Vested | (77 | ) | 1.27 | |||||||||||||
Forfeited | (161 | ) | 2.33 | |||||||||||||
Unvested options outstanding, December 31, 2012 | 1,252 | $ | 2.27 | |||||||||||||
Granted | 1,075 | 1.39 | ||||||||||||||
Vested | (85 | ) | 1.43 | |||||||||||||
Forfeited | (860 | ) | 2.25 | |||||||||||||
Unvested options outstanding, December 31, 2013 | 1,382 | $ | 1.57 | |||||||||||||
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 years ended December 31, 2013 and 2012: | ||||||||||||||||
Year Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk free interest rate | 0.80% | 0.90% | ||||||||||||||
Expected option lives | 5 years | 5 years | ||||||||||||||
Expected volatility | 103.20% | 111.00% | ||||||||||||||
Estimated forfeiture rate | 10% | 10% | ||||||||||||||
Expected dividend yields | — | — | ||||||||||||||
Weighted average grant date fair value of options | $1.39 | $2.30 | ||||||||||||||
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 years ended December 31, 2013 and 2012 (options in thousands): | ||||||||||||||||
Outstanding | Exercisable | |||||||||||||||
Number of Options | Weighted | Number of Options | Weighted | |||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Options outstanding, January 1, 2012 | 750 | $ | 2.9 | 570 | $ | 3.12 | ||||||||||
Granted | 1,310 | 3.2 | ||||||||||||||
Exercised | (6 | ) | 1.62 | |||||||||||||
Expired | (11 | ) | 7.61 | |||||||||||||
Forfeited | (186 | ) | 3 | |||||||||||||
Options outstanding, December 31, 2012 | 1,857 | $ | 3.07 | 605 | $ | 2.93 | ||||||||||
Granted | 1,075 | 1.84 | ||||||||||||||
Exercised | (70 | ) | 1.61 | |||||||||||||
Expired | (14 | ) | 13.56 | |||||||||||||
Forfeited | (1,056 | ) | 3.16 | |||||||||||||
Options outstanding, December 31, 2013 | 1,792 | $ | 2.21 | 410 | $ | 2.71 | ||||||||||
Stock option compensation expense is allocated | ' | |||||||||||||||
Stock option compensation expense relating to stock option awards is allocated as follows for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Cost of revenue | $ | — | $ | — | ||||||||||||
Research and development | — | 1 | ||||||||||||||
Sales and marketing | — | 2 | ||||||||||||||
General and administrative | 646 | 206 | ||||||||||||||
$ | 646 | $ | 209 | |||||||||||||
Restricted_Stock_Tables
Restricted Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||
Summary of restricted stock granted, vested, forfeited and unvested outstanding | ' | |||||||
A summary of unvested options as of, and changes during the years ended December 31, 2013 and 2012, is presented below (options in thousands): | ||||||||
Options | Weighted Average | |||||||
Grant Date | ||||||||
Fair Value | ||||||||
Unvested options outstanding, January 1, 2012 | 180 | $ | 1.72 | |||||
Granted | 1,310 | 2.3 | ||||||
Vested | (77 | ) | 1.27 | |||||
Forfeited | (161 | ) | 2.33 | |||||
Unvested options outstanding, December 31, 2012 | 1,252 | $ | 2.27 | |||||
Granted | 1,075 | 1.39 | ||||||
Vested | (85 | ) | 1.43 | |||||
Forfeited | (860 | ) | 2.25 | |||||
Unvested options outstanding, December 31, 2013 | 1,382 | $ | 1.57 | |||||
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 years ended December 31, 2013 and 2012, is presented below (shares in thousands): | ||||||||
Restricted Shares | Weighted Average | |||||||
Grant Price | ||||||||
Unvested restricted shares outstanding, January 1, 2012 | 836 | $ | 2.15 | |||||
Granted | 833 | 2.65 | ||||||
Vested | (100 | ) | 2.11 | |||||
Forfeited | (275 | ) | 2.36 | |||||
Unvested restricted shares outstanding, December 31, 2012 | 1,294 | $ | 2.43 | |||||
Granted | 388 | 1.28 | ||||||
Vested | (367 | ) | 1.43 | |||||
Forfeited | (850 | ) | 2.56 | |||||
Unvested restricted shares outstanding, December 31, 2013 | 465 | $ | 2.03 | |||||
Schedule of share-based compensation, Restricted stock, Allocation of recognized period costs | ' | |||||||
Stock compensation expense relating to restricted stock awards are allocated as follows for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2013 | 2012 | |||||||
Cost of revenue | $ | 40 | $ | 17 | ||||
Research and development | 8 | 21 | ||||||
Sales and marketing | 56 | 61 | ||||||
General and administrative | 453 | 370 | ||||||
$ | 557 | $ | 469 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Earnings Per Share [Abstract] | ' | ||
Schedule of Earnings Per Share, Potentially Dilutive Shares | ' | ||
For the year ended December 31, 2013, diluted loss per share is the same as basic loss per share as the potential shares of common stock that could have been issuable have been excluded from the calculation of diluted loss per share because inclusion of such shares would have decreased our net loss per share (been anti-dilutive). Such potentially dilutive shares of common stock consist of the following (in thousands): | |||
Year Ended December 31, 2013 | |||
Common stock options | 35,000 | ||
Unvested restricted stock | 133,000 | ||
Interest_Expense_and_Other_Net1
Interest Expense and Other, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Interest Expense [Abstract] | ' | |||||||
Schedule of Interest Expense, Net, by Component | ' | |||||||
The components of interest expense and other, net for the years ended December 31, 2013 and 2012 are presented below (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Interest expense for debt | $ | 1,179 | $ | 399 | ||||
Interest expense for capital lease | 21 | 27 | ||||||
Forgiveness of debt | (103 | ) | — | |||||
Interest income | (1 | ) | (5 | ) | ||||
Interest expense and other, net | $ | 1,096 | $ | 421 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 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 are as follows (in thousands): | ||||
Year Ending December 31, | ||||
2014 | 370 | |||
2015 | 349 | |||
2016 | 359 | |||
2017 | 305 | |||
2018 | 223 | |||
$ | 1,606 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||
Our effective tax rate differs from the statutory federal tax rate for the years ended December 31, 2013 and 2012 as shown in the following table (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
U.S. federal income taxes at the statutory rate | $ | (1,372 | ) | $ | (378 | ) | ||
State taxes, net of federal effects | (297 | ) | (57 | ) | ||||
Nondeductible expenses | 14 | 23 | ||||||
State tax credits, net | — | (171 | ) | |||||
Acquisition costs | 37 | 224 | ||||||
Stock-based compensation | 294 | 18 | ||||||
Debt cancellation | (35 | ) | — | |||||
Expired net operating loss carry-forwards | 1,635 | — | ||||||
Other | 14 | (46 | ) | |||||
Change in valuation allowance | (320 | ) | (1,834 | ) | ||||
Income tax benefit | $ | (30 | ) | $ | (2,221 | ) | ||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||
The tax effect of the temporary differences that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2013 and 2012 is presented below (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Deferred tax assets: | ||||||||
Tax benefit of operating loss carry forward | $ | 15,490 | $ | 16,304 | ||||
Reserves and allowances | 232 | 67 | ||||||
Accrued expenses | 263 | 355 | ||||||
Charitable contributions | 196 | — | ||||||
Goodwill | 192 | 262 | ||||||
Equity based compensation | 650 | 734 | ||||||
Fixed assets | 306 | 230 | ||||||
Texas margin tax temporary credit | 260 | 260 | ||||||
Total deferred tax assets | 17,589 | 18,212 | ||||||
Valuation allowance | (15,568 | ) | (15,888 | ) | ||||
Net deferred tax assets | $ | 2,021 | $ | 2,324 | ||||
Deferred tax liabilities: | ||||||||
Intangible amortization | $ | 2,021 | $ | 2,324 | ||||
Total deferred tax liabilities | $ | 2,021 | $ | 2,324 | ||||
Net deferred tax assets | $ | — | $ | — | ||||
The_Business_Details
The Business (Details) | 12 Months Ended |
Dec. 31, 2013 | |
segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of operating segments | 1 |
Liquidity_Basis_of_Presentatio2
Liquidity, Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 | Oct. 17, 2013 | Oct. 17, 2013 | Dec. 31, 2013 | Oct. 17, 2013 | Dec. 31, 2013 | Oct. 17, 2013 |
Software and Software Development Costs [Member] | Software and Software Development Costs [Member] | Revenues [Member] | Revenues [Member] | Network and Infrastructure Costs [Member] | Network and Infrastructure Costs [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Subsequent Event [Member] | Revolving Credit Facility [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | ||||
Software and Software Development Costs [Member] | Up-front Payment Arrangement [Member] | Software and Software Development Costs [Member] | Up-front Payment Arrangement [Member] | Revolving Credit Facility [Member] | Senior Secured Loan [Member] | Senior Secured Loan [Member] | Senior Secured Loan [Member] | Senior Secured Loan [Member] | ||||||||||||||
Revolving Loan Facility [Member] | Revolving Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | |||||||||||||||||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $2,294 | $2,218 | $1,818 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Positive working capital | 836 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | 242 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185 | ' | ' | ' | ' | ' | ' |
Net income (loss) | -4,211 | 1,051 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative cash flow from operations | 2,300 | 821 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan agreement, face value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | 11,000 |
Term loan, outstanding | 11,185 | 11,028 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000 | ' |
Revolving loan facility, outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300 | ' | ' | ' |
Term loan, unused borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700 | ' |
Revolving loan facility, unused borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' |
Ownership percentage in subsidiary | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | 167,859 | 163,648 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' |
Stated interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' |
Allowance for doubtful accounts | 221 | 151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue, estimated recognition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' |
Excise and sales taxes | ' | ' | ' | ' | ' | 1,339 | 1,495 | 1,283 | 1,454 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on impairment/disposal of assets | 615 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '3 years | ' | '5 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized computer software, additions | ' | ' | ' | 317 | 422 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized computer software, amortization | ' | ' | ' | -506 | -555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment loss on certain costs previously capitalized | ' | ' | ' | ' | 65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on impairment/disposal of assets | $680 | $17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Subsequent Event [Member] | Comerica Bank [Member] | Comerica Bank [Member] | |||
New Jersey [Member] | Colorado [Member] | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' | ' |
Cash | $2,294 | $2,218 | $1,818 | ' | ' | ' |
Restricted cash | 242 | ' | ' | 185 | ' | ' |
Letters of credit outstanding, amount | ' | ' | ' | ' | $57 | $185 |
Affinity_Acquisition_Details
Affinity Acquisition (Details) (Affinity [Member], USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Oct. 02, 2012 |
BHP [Member] | Common Stock [Member] | ||||
BHP [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Business acquisition, percent of voting interest acquired | 100.00% | ' | ' | ' | ' |
Business acquisition, purchase price | $15,901 | ' | ' | ' | ' |
Cash paid for Affinity merger | 8,000 | ' | ' | ' | ' |
Note paid for Affinity merger | 2,330 | ' | ' | ' | ' |
Number of shares for Affinity merger (in shares) | 2,650,000 | ' | ' | ' | ' |
Value of common stock issued in Affinity merger | 5,512 | ' | ' | ' | ' |
Stock issued for services, shares | ' | ' | ' | ' | 100,000 |
Payments for Merger Related Costs | ' | ' | ' | 250 | ' |
Employee retention bonus expense | ' | $259 | $857 | ' | ' |
Affinity_Acquisition_Fair_Valu
Affinity Acquisition (Fair Value of Assets Acquired and Liabilities Assumed) (Details) (Affinity [Member], USD $) | Oct. 02, 2012 |
In Thousands, unless otherwise specified | |
Business Acquisition [Line Items] | ' |
Cash and cash equivalents, including escrow | $504 |
Accounts receivable | 1,201 |
Property, plant, and equipment | 410 |
Other assets and liabilities, net | 320 |
Total assets acquired at fair value | 10,005 |
Accounts payable | -972 |
Accrued expenses | -811 |
Deferred tax liability | -2,221 |
Total liabilities assumed | -4,004 |
Net assets acquired | 6,001 |
Customer Relationships [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 5,100 |
Affiliate Network [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | 1,710 |
Trademarks [Member] | ' |
Business Acquisition [Line Items] | ' |
Intangible assets | $760 |
Affinity_Acquisition_Goodwill_
Affinity Acquisition (Goodwill) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 02, 2012 |
In Thousands, unless otherwise specified | Affinity [Member] | Affinity [Member] | ||
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill, Purchase Accounting Adjustments | ' | ' | $75 | ' |
Goodwill [Roll Forward] | ' | ' | ' | ' |
Goodwill, beginning balance | 9,825 | 9,900 | 9,900 | 9,900 |
Reduction of SRS Note | ' | ' | -240 | ' |
Working capital adjustments | ' | ' | 165 | ' |
Goodwill, ending balance | $9,825 | $9,900 | $9,825 | $9,900 |
Affinity_Acquisition_Pro_Forma
Affinity Acquisition (Pro Forma) (Details) (Affinity [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Affinity [Member] | ' | ' |
Business Acquisition, Pro Forma Information [Line Items] | ' | ' |
Acquiree revenue since acquisition | ' | $2,244 |
Acquiree earnings (loss) since acquisition | ' | 119 |
Unaudited Pro Forma Information | ' | ' |
Revenue | 37,096 | ' |
Net loss | ($2,312) | ' |
Basic (in dollars per share) | ($0.08) | ' |
Diluted (in dollars per share) | ($0.08) | ' |
Basic (in shares) | 28,295 | ' |
Diluted (in shares) | 28,295 | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | $14,456 | $15,152 | ||
Accumulated depreciation | -11,589 | -10,896 | ||
Property and equipment, Net | 2,867 | 4,256 | ||
Depreciation expense | 1,602 | 1,771 | ||
Minimum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '3 years | ' | ||
Maximum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '5 years | ' | ||
Network equipment and software [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | 10,151 | 11,091 | ||
Network equipment and software [Member] | Minimum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '3 years | ' | ||
Network equipment and software [Member] | Maximum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '5 years | ' | ||
Computer equipment and software [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | 2,514 | 2,388 | ||
Computer equipment and software [Member] | Minimum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '3 years | ' | ||
Computer equipment and software [Member] | Maximum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '4 years | ' | ||
Collaboration equipment [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | 497 | 497 | ||
Estimated useful life | '5 years | ' | ||
Leasehold improvements [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | 525 | [1] | 366 | [1] |
Leasehold improvements [Member] | Maximum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '5 years | ' | ||
Office furniture and equipment [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Property and equipment, Gross | $769 | $810 | ||
Office furniture and equipment [Member] | Minimum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '5 years | ' | ||
Office furniture and equipment [Member] | Maximum [Member] | ' | ' | ||
Property, Plant and Equipment [Line Items] | ' | ' | ||
Estimated useful life | '10 years | ' | ||
[1] | Depreciated over the shorter period of the estimated useful life (five years) or the lease term. |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' |
Intangible assets, gross | $7,570 | $7,570 |
Accumulated amortization | -1,572 | -314 |
Intangible assets, net | 5,998 | 7,256 |
Amortization expense | 1,258 | 314 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' | ' |
2013 | 1,258 | ' |
2014 | 1,258 | ' |
2015 | 1,258 | ' |
2016 | 1,003 | ' |
Thereafter | 1,221 | ' |
Customer relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets, gross | 5,100 | 5,100 |
Estimated useful life of intangible asset | '5 years | ' |
Affiliate network [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets, gross | 1,710 | 1,710 |
Estimated useful life of intangible asset | '12 years | ' |
Trademarks [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets, gross | $760 | $760 |
Estimated useful life of intangible asset | '8 years | ' |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
Total | $11,185 | $11,028 | ||
Less current maturities | -950 | -1,397 | ||
Long-term debt, net of current portion | 10,235 | 9,631 | ||
Note with Stockholder Representative [Member] | Promissory Note [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
SRS Note | 1,885 | 2,328 | ||
Comerica Bank [Member] | Revolving Credit Facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable to bank | 0 | 780 | ||
Comerica Bank [Member] | Term Loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable to bank | 0 | 2,000 | ||
Escalate Capital Partners SBIC I, L.P. [Member] | Term Loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable to bank | 0 | [1] | 5,920 | [1] |
Main Street Capital Corporation [Member] | Revolving Credit Facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable to bank | 300 | 0 | ||
Main Street Capital Corporation [Member] | Term Loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Loans payable to bank | $9,000 | $0 | ||
[1] | Total proceeds less debt discount as discussed below |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 17, 2013 | Oct. 17, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 28, 2013 | Oct. 02, 2012 | Dec. 31, 2013 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Oct. 02, 2012 | Feb. 28, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | Oct. 17, 2013 | Oct. 17, 2013 | Oct. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 17, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 02, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Comerica Term Loan [Member] | Comerica Term Loan [Member] | 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] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Promissory Note [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Main Street Capital Corporation [Member] | Comerica Bank [Member] | Comerica Bank [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] | Escalate Capital Partners SBIC I, L.P. [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | |||||
Principal Payment Terms, Number One [Member] | Principal Payment Terms, Number Two [Member] | Comerica and Escalate Term Loans [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | Note with Stockholder Representative [Member] | Note with Stockholder Representative [Member] | Note with Stockholder Representative [Member] | Note with Stockholder Representative [Member] | Note with Stockholder Representative [Member] | Amended Note with Stockholder Representative [Member] | Amended Note with Stockholder Representative [Member] | Amended Note with Stockholder Representative [Member] | Amended Note with Stockholder Representative [Member] | Amended Note with Stockholder Representative [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Secured debt [Member] | Secured debt [Member] | Secured debt [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Secured debt [Member] | Secured debt [Member] | Term Loan [Member] | Term Loan [Member] | ||||||||||
Escalate Capital Partners SBIC I, L.P. [Member] | Escalate Capital Partners SBIC I, L.P. [Member] | Subsequent Event [Member] | Principal Payment Terms, Number One [Member] | Principal Payment Terms, Number Two [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Comerica Term Loan [Member] | Escalate Term Loan [Member] | Escalate Term Loan [Member] | ||||||||||||||||||||||||||||
Accrued Expenses [Member] | General and Administrative Expenses [Member] | Other Income [Member] | installment | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revolving loan facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,000 | ' | ' | $2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000 | ' | ' | 300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stated interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | ' | ' | ' | 10.00% | ' | ' | ' | 12.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ||
Excess cash flow (percent) | ' | ' | 33.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,330 | ' | ' | ' | ' | 1,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,000 | 2,000 | ' | ' | ' | ' | 6,500 | ' | ' | ' | ||
Loans payable to bank | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000 | 0 | ' | 300 | 0 | ' | ' | ' | 0 | 2,000 | 0 | 780 | ' | ' | 0 | [1] | 5,920 | [1] |
Term of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 months | ' | ' | ' | ||
Term of interest-only payment arrangement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ||
Number of installment payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | ' | ' | ||
Debt fee amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300 | ' | ' | ' | ||
Common stock issued in connection with term loan (in shares) | 35,306,169 | 28,886,999 | ' | ' | ' | ' | ' | ' | ' | 100,000 | 295,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Common stock, value | 4 | 3 | ' | ' | ' | ' | ' | ' | ' | 147 | 611 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.47 | $2.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Unamortized debt discount | ' | ' | ' | ' | ' | ' | ' | ' | 619 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 580 | ' | ' | ||
Unamortized financing costs | ' | ' | ' | ' | ' | 363 | 651 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization of financing costs | 976 | 122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Amortization of debt discount | 727 | 31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loans financing costs, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | 710 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, periodic payment, principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
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 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, additional periodic payment, principal, percent of earnings benchmark | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Decrease in note payable | ' | ' | ' | ' | 240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Accrued severance costs | ' | ' | ' | ' | 134 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Decrease in face amount of debt instrument | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -203 | ' | 60 | -40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Forgiveness of interest expense | 103 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Current portion of long-term debt | 950 | 1,397 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Long-term debt, expected to be repaid in next 12 months | $950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $450 | ' | ' | $300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Total proceeds less debt discount as discussed below |
Debt_Schedule_of_Maturities_of
Debt (Schedule of Maturities of Long-term Debt) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $950 | ' |
2015 | 1,050 | ' |
2016 | 1,535 | ' |
2017 | 450 | ' |
2018 | 7,200 | ' |
Total | $11,185 | $11,028 |
Capital_Lease_Obligations_Deta
Capital Lease Obligations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
lease | ||
Debt Instrument [Line Items] | ' | ' |
Number of non-cancelable lease agreements | ' | 3 |
Amortization expense | $158 | $131 |
Current portion of capital lease | 217 | 240 |
Capital lease, net of current portion | 43 | 231 |
Lease 1 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Value of non-cancelable capital lease agreements | 38 | 90 |
Interest rates on non-cancelable capital lease agreements | 8.80% | 9.00% |
Lease 2 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Value of non-cancelable capital lease agreements | ' | 30 |
Interest rates on non-cancelable capital lease agreements | ' | 3.00% |
Lease 3 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Value of non-cancelable capital lease agreements | ' | $48 |
Interest rates on non-cancelable capital lease agreements | ' | 0.00% |
Capital_Lease_Obligations_Futu
Capital Lease Obligations (Future Minimum Commitments Under All Non-Cancelable Captial Leases) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Total | ' |
2014, Total | $225 |
2015, Total | 43 |
2016, Total | 1 |
Capital Lease Total | 269 |
Interest | ' |
2014, Interest | 8 |
2015, Interest | 1 |
2016, Interest | 0 |
Capital Lease Interest Total | 9 |
Principal | ' |
2014, Principal | 217 |
2015, Principal | 42 |
2016, Principal | 1 |
Capital Lease Principal Total | $260 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ' | ' |
Inventory | $0 | $37 |
Income tax receivable | 26 | 83 |
Prepaid maintenance contracts | 98 | 170 |
Deferred installation costs | 58 | 49 |
Prepaid insurance | 94 | 65 |
Other prepaid expenses | 128 | 130 |
Retention bonuses in escrow | 0 | 363 |
Prepaid expenses and other current assets | $404 | $897 |
Accrued_Sales_Taxes_and_Regula1
Accrued Sales Taxes and Regulatory Fees (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Sales Taxes and Regulatory Fees [Roll Forward] | ' | ' |
Accrued sales taxes and regulatory fees | $590 | $398 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued compensation | $755 | $508 |
Accrued severance costs | 306 | 607 |
Accrued communication costs | 328 | 244 |
Accrued professional fees | 138 | 208 |
Other accrued expenses | 390 | 105 |
Deferred revenue | 197 | 155 |
Customer deposits | 163 | 205 |
Accrued expenses and other liabilities | $2,277 | $2,032 |
Stock_Options_Narrative_Detail
Stock Options (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Options [Member] | ' | ' | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' | ' | ' |
Number of stock options outstanding (in shares) | 1,792,000 | 1,857,000 | 750,000 |
Intrinsic value of vested options | $6 | $107 | ' |
Intrinsic value of unvested options | 48 | 0 | ' |
Unrecognized stock-based compensation expense for stock options | 1,501 | ' | ' |
Unrecognized stock-based compensation expense, stock options, upon change in control, value | 203 | ' | ' |
Unrecognized stock-based compensation expense, stock options, upon change in control, shares | 90,000 | ' | ' |
Unrecognized stock-based compensation expense, stock options, amortized for weighted average period | $1,298 | ' | ' |
Weighted average period for amortization of unrecognized stock-based compensation, stock options | '1 year 2 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 Incentive Plan, 2007 [Member] | Stock Options [Member] | ' | ' | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' | ' | ' |
Number of shares reserved for issuance | 3,010,000 | ' | ' |
Number of stock options outstanding (in shares) | 1,592,000 | ' | ' |
Number of shares available for grant | 409,000 | ' | ' |
Stock Incentive Plan, 2000 [Member] | Stock Options [Member] | ' | ' | ' |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ' | ' | ' |
Number of shares reserved for issuance | 1,100,000 | ' | ' |
Number of stock options outstanding (in shares) | 201,000 | ' | ' |
Stock_Options_Table_FV_of_Opti
Stock Options (Table FV of Options) (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk free interest rate | 0.80% | 0.90% |
Expected option lives | '5 years | '5 years |
Expected volatility | 103.20% | 111.00% |
Estimated forfeiture rate | 10.00% | 10.00% |
Expected dividend yields | 0.00% | 0.00% |
Weighted average grant date fair value of options (in dollars per share) | $1.39 | $2.30 |
Stock_Options_Table_Options_Ou
Stock Options (Table Options Outstanding) (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Outstanding Number of Options, Beginning | 1,857 | 750 |
Outstanding Number of Options, Granted | 1,075 | 1,310 |
Outstanding Number of Options, Exercised | -70 | -6 |
Outstanding Number of Options, Expired | -14 | -11 |
Outstanding Number of Options, Forfeited | -1,056 | -186 |
Outstanding Number of Options, Ending | 1,792 | 1,857 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' |
Outstanding Weighted Average Exercise Price, Beginning (in dollars per share) | $3.07 | $2.90 |
Outstanding Weighted Average Exercise Price, Granted (in dollars per share) | $1.84 | $3.20 |
Outstanding Weighted Average Exercise Price, Exercised (in dollars per share) | $1.61 | $1.62 |
Outstanding Weighted Average Exercise Price, Expired (in dollars per share) | $13.56 | $7.61 |
Outstanding Weighted Average Exercise Price, Forfeited (in dollars per share) | $3.16 | $3 |
Outstanding Weighted Average Exercise Price, Ending (in dollars per share) | $2.21 | $3.07 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable [Abstract] | ' | ' |
Exercisable Number of Options, Beginning | 605 | 570 |
Exercisable Number of Options, Ending | 410 | 605 |
Exercisable Weighted Average Exercise Price, Beginning | $2.93 | $3.12 |
Exercisable Weighted Average Exercise Price, Ending | $2.71 | $2.93 |
Stock_Options_Exercise_Price_R
Stock Options (Exercise Price Range) (Details) (Stock Options [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Number of stock options outstanding (in shares) | 1,792 | 1,857 | 750 |
Weighted Average Remaining Contractual Life | '7 years 10 months 10 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $2.21 | $3.07 | $2.90 |
Number of stock options exercisable (in shares) | 410 | 605 | 570 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $2.71 | $2.93 | $3.12 |
Exercise Price Range 1 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Exercise price range, lower range limit | $0.90 | ' | ' |
Exercise price range, upper range limit | $1.80 | ' | ' |
Number of stock options outstanding (in shares) | 289 | ' | ' |
Weighted Average Remaining Contractual Life | '7 years 6 months 18 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $1.28 | ' | ' |
Number of stock options exercisable (in shares) | 89 | ' | ' |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $1.44 | ' | ' |
Exercise Price Range 2 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Exercise price range, lower range limit | $1.84 | ' | ' |
Exercise price range, upper range limit | $2.05 | ' | ' |
Number of stock options outstanding (in shares) | 971 | ' | ' |
Weighted Average Remaining Contractual Life | '8 years 7 months 28 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $1.97 | ' | ' |
Number of stock options exercisable (in shares) | 95 | ' | ' |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $1.89 | ' | ' |
Exercise Price Range 3 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Exercise price range, lower range limit | $2.12 | ' | ' |
Exercise price range, upper range limit | $2.88 | ' | ' |
Number of stock options outstanding (in shares) | 199 | ' | ' |
Weighted Average Remaining Contractual Life | '6 years 6 months 22 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $2.36 | ' | ' |
Number of stock options exercisable (in shares) | 103 | ' | ' |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $2.42 | ' | ' |
Exercise Price Range 4 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Exercise price range, lower range limit | $3.02 | ' | ' |
Exercise price range, upper range limit | $3.47 | ' | ' |
Number of stock options outstanding (in shares) | 260 | ' | ' |
Weighted Average Remaining Contractual Life | '8 years 2 months 12 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $3.07 | ' | ' |
Number of stock options exercisable (in shares) | 50 | ' | ' |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $3.02 | ' | ' |
Exercise Price Range 5 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Exercise price range, lower range limit | $3.80 | ' | ' |
Exercise price range, upper range limit | $8.60 | ' | ' |
Number of stock options outstanding (in shares) | 73 | ' | ' |
Weighted Average Remaining Contractual Life | '10 months 2 days | ' | ' |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $5.48 | ' | ' |
Number of stock options exercisable (in shares) | 73 | ' | ' |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $5.48 | ' | ' |
Stock_Options_Nonvested_Option
Stock Options (Nonvested Options) (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Nonvested options outstanding, beginning balance | 1,252 | 180 |
Nonvested options, Granted | 1,075 | 1,310 |
Nonvested options, Vested | -85 | -77 |
Nonvested options, Forfeited | -860 | -161 |
Nonvested options outstanding, ending balance | 1,382 | 1,252 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' |
Nonvested options, Weighted Average Grant Date Fair Value, beginning balance (in dollars per share) | $2.27 | $1.72 |
Weighted average grant date fair value of options (in dollars per share) | $1.39 | $2.30 |
Nonvested options, Vested, Weighted Average Grant Date Fair Value (in dollars per share) | $1.43 | $1.27 |
Nonvested options, Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $2.25 | $2.33 |
Nonvested options, Weighted Average Grant Date Fair Value, ending balance (in dollars per share) | $1.57 | $2.27 |
Stock_Options_Table_Expense_Al
Stock Options (Table Expense Allocation) (Details) (Stock Options [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock option compensation expense | $646 | $209 |
Cost of revenue [Member] | ' | ' |
Stock option compensation expense | 0 | 0 |
Research and development [Member] | ' | ' |
Stock option compensation expense | 0 | 1 |
Selling and marketing [Member] | ' | ' |
Stock option compensation expense | 0 | 2 |
General and administrative [Member] | ' | ' |
Stock option compensation expense | $646 | $206 |
Restricted_Stock_Granted_Veste
Restricted Stock (Granted, Vested, Forfeited and Outstanding) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Restricted Stock [Member] | ' | ' |
Restricted Stock, Number of Shares [Roll Forward] | ' | ' |
Unvested restricted shares outstanding, beginning | 1,294 | 836 |
Granted, restricted shares | 388 | 833 |
Vested, restricted shares | -367 | -100 |
Forfeited, restricted shares | -850 | -275 |
Unvested restricted shares outstanding, ending | 465 | 1,294 |
Restricted Stock, Weighted Average Grant Price [Roll Forward] | ' | ' |
Unvested restricted shares, weighted average grant price, beginning (in dollars per share) | $2.43 | $2.15 |
Granted, weighted average grant price (in dollars per share) | $1.28 | $2.65 |
Vested, weighted average grant price (in dollars per share) | $1.43 | $2.11 |
Forfeited, weighted average grant price (in dollars per share) | $2.56 | $2.36 |
Unvested restricted shares, weighted average grant price, ending (in dollars per share) | $2.03 | $2.43 |
Restricted_Stock_Narrative_Det
Restricted Stock (Narrative) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | $557 | $469 |
Unrecognized stock-based compensation expense for restricted stock | 700 | ' |
Unrecognized stock-based compensation expense, restricted stock, upon change in control, value | 113 | ' |
Unrecognized stock-based compensation expense, restricted stock, upon change in control, shares | 45 | ' |
Unrecognized stock-based compensation expense, restricted stock, amortized for weighted average period | 586 | ' |
Weighted average period for amortization of unrecognized stock-based compensation, restricted stock | '5 years 3 months 15 days | ' |
Cost of revenue [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | 40 | 17 |
Research and development [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | 8 | 21 |
Selling and Marketing Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | 56 | 61 |
General and Administrative Expenses [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | 453 | 370 |
Awards to be issued in next twelve months [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted stock compensation expense | $165 | ' |
Preferred_Stock_Narrative_Deta
Preferred Stock (Narrative) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 02, 2014 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Oct. 15, 2013 |
Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Series A-2 Preferred Stock [Member] | Series D Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | Principal affiliated entity [Member] | Principal affiliated entity [Member] | |||
Forecast [Member] | |||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred shares authorized | ' | ' | 5,000,000 | 100 | ' | ' | 7,500 | 4,000 | ' | ' | ' | ' | ' |
Shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Preferred shares issued | 0 | 100 | ' | 0 | ' | ' | 53 | 0 | ' | ' | ' | ' | ' |
Preferred shares outstanding | 0 | 100 | ' | 0 | ' | ' | 53 | 0 | ' | ' | ' | ' | ' |
Preferred stock stated value (per share) | ' | ' | ' | $100,000 | ' | ' | $8,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, cumulative dividend percentage rate (per annum) | ' | ' | ' | 4.00% | 6.00% | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Accrued dividends | ' | ' | ' | ' | ' | ' | $20 | ' | ' | ' | ' | ' | ' |
Preferred stock exchanged for common stock | ' | ' | ' | 100 | ' | ' | ' | ' | ' | 6,667,286 | -100 | ' | ' |
Preferred stock, liquidation preference, value | ' | ' | ' | 10,247 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, liquidation preference (in dollars per share) | ' | ' | ' | $1.54 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, forgiveness of accrued dividends | ' | ' | ' | 247 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments related to preferred stock exchange | ' | ' | ' | 289 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement termination fee, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Common stock issued to broker in connection with preferred stock exchange | $135 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $135 | ' |
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.35 |
Stock issued during period, conversion of convertible securities, price (per share) | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, shares issued upon conversion | ' | ' | ' | ' | ' | ' | 2,500 | ' | 2,500 | ' | ' | ' | ' |
Conversion of stock, amount converted (in shares) | ' | ' | ' | ' | ' | 41 | ' | ' | ' | ' | ' | ' | ' |
Conversion of stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 102,000 | ' | ' | ' | ' |
Conversion price below this fair value of the common stock (in dollars per share) | $1.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants_Narrative_Details
Warrants (Narrative) (Details) | Dec. 31, 2013 |
Warrants and Rights Note Disclosure [Abstract] | ' |
Warrants outstanding (in shares) | 33,000 |
Exercise price for outstanding warrants (in dollars per share) | 1.6 |
Warrants granted, exercised, exchanged or forfeited during the period | 0 |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Common Stock Options [Member] | Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Dilutive common shares attributable to stock options and warrants | 109 | ' | ' |
Dilutive common shares attributable to convertible preferred stock | 133 | ' | ' |
Dilutive common shares attributable to restricted stock | 1,294 | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 35,000 | 133,000 |
Interest_Expense_and_Other_Net2
Interest Expense and Other, Net (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Interest Expense [Abstract] | ' | ' |
Interest expense for debt | $1,179 | $399 |
Interest expense for capital lease | 21 | 27 |
Forgiveness of debt | -103 | 0 |
Interest income | -1 | -5 |
Interest expense and other, net | $1,096 | $421 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Long-term Purchase Commitment [Line Items] | ' | ' |
Operating lease payments | $765 | $547 |
Comerica Bank [Member] | New Jersey [Member] | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' |
Letters of credit outstanding, amount | 57 | ' |
Comerica Bank [Member] | Colorado [Member] | ' | ' |
Long-term Purchase Commitment [Line Items] | ' | ' |
Letters of credit outstanding, amount | $185 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Table Operating Lease) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2013 | $370 |
2014 | 349 |
2015 | 359 |
2016 | 305 |
2017 | 223 |
Total | $1,606 |
Major_Customers_Narrative_Deta
Major Customers (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
customer | customer | |
Sales Revenue, Services, Net [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Number of major wholesale partners | 2 | 2 |
Customer Concentration Risk [Member] | Sales Revenue, Services, Net [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 21.00% | 25.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 28.00% | ' |
Income_Taxes_Effective_Tax_Rat
Income Taxes (Effective Tax Rate) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ' | ' |
U.S. federal income taxes at the statutory rate | ($1,372) | ($378) |
State taxes, net of federal effects | -297 | -57 |
Nondeductible expenses | 14 | 23 |
State tax credits, net | 0 | -171 |
Acquisition costs | 37 | 224 |
Stock-based compensation | 294 | 18 |
Debt cancellation | -35 | 0 |
Expired net operating loss carry-forwards | 1,635 | 0 |
Other | 14 | -46 |
Change in valuation allowance | -320 | -1,834 |
Provision for income taxes | ($30) | ($2,221) |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Net [Abstract] | ' | ' |
Tax benefit of operating loss carry forward | $15,490 | $16,304 |
Reserves and allowances | 232 | 67 |
Accrued expenses | 263 | 355 |
Charitable contributions | 196 | 0 |
Goodwill | 192 | 262 |
Equity based compensation | 650 | 734 |
Fixed assets | 306 | 230 |
Texas margin tax temporary credit | 260 | 260 |
Total deferred tax assets | 17,589 | 18,212 |
Valuation allowance | -15,568 | -15,888 |
Net deferred tax assets | 2,021 | 2,324 |
Intangible amortization | 2,021 | 2,324 |
Total deferred tax liabilities | 2,021 | 2,324 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Loss Carryforwards [Line Items] | ' | ' |
Provision for income taxes | ($30,000) | ($2,221,000) |
Net operating loss carryforwards, permanent loss of tax benefit | 1,900,000 | ' |
Unrecognized Tax Benefits | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 |
Internal Revenue Service (IRS) [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Net operating loss carryforwards | $37,165,000 | ' |
401k_Plan_Details
401(k) Plan (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | ' | ' |
401(k) plan, employer contributions | $95 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 5 Months Ended | 1 Months Ended | 5 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | |
Common Stock [Member] | Series B-1 Preferred Stock [Member] | Director Affiliated Entity [Member] | Director Affiliated Entity [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] | Wife of President and CEO (Nancy K. Holst) [Member] | GP Investment Holdings, LLC [Member] | GP Investment Holdings, LLC [Member] | GP Investment Holdings, LLC [Member] | GP Investment Holdings, LLC [Member] | GP Investment Holdings, LLC [Member] | |||
ABM Industries, Inc. (ABM) [Member] | ABM Industries, Inc. (ABM) [Member] | Common Stock [Member] | Common Stock [Member] | Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | |||||||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, related parties | ' | ' | ' | ' | $136,000 | $210,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, related parties, current | ' | ' | ' | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transaction, amounts of transaction, monthly | ' | ' | ' | ' | ' | ' | 13,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transaction, amounts of transaction | ' | ' | ' | ' | ' | ' | 150,000 | 150,000 | ' | ' | ' | ' | ' | 21,000 | 15,000,000 | ' | ' | ' | ' | ' |
Accounts payable, related parties | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for services, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for related party services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement termination fee, value | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement termination fee, shares | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued issued for services, value | 135,000 | 0 | ' | ' | ' | ' | ' | ' | 135,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.35 | ' | ' | ' | ' | ' | ' | ' |
General and administrative expenses | 8,058,000 | 6,411,000 | ' | ' | ' | ' | ' | ' | ' | ' | 96,000 | 143,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Due to other related parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000 | ' | ' | ' | ' | ' | ' |
Stock purchased by third-party in private transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,942,805 | ' | 95 | ' |
Stock issued for conversion of convertible preferred stock, shares | ' | ' | 6,667,286 | 100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,333,333 | ' | 95 |
Common shares owned by stockholder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,276,138 | ' | ' | ' | ' |
Common shares owned by stockholder (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43.00% | ' | ' | ' | ' |