Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | GLOWPOINT, INC. | ||
Entity Central Index Key | 746,210 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 36,534,840 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 5,946 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 1,140 | $ 1,764 |
Accounts receivable, net | 1,635 | 2,698 |
Prepaid expenses and other current assets | 978 | 553 |
Total current assets | 3,753 | 5,015 |
Property and equipment, net | 2,203 | 2,986 |
Goodwill | 9,225 | 9,825 |
Intangibles, net | 1,309 | 2,178 |
Other assets | 10 | 30 |
Total assets | 16,500 | 20,034 |
Current liabilities: | ||
Current portion of long-term debt | 10,660 | 400 |
Accounts payable | 75 | 385 |
Accrued expenses and other liabilities | 1,165 | 1,492 |
Accrued dividends | 47 | 36 |
Accrued sales taxes and regulatory fees | 395 | 441 |
Total current liabilities | 12,342 | 2,754 |
Long term liabilities: | ||
Deferred tax liability | 230 | 309 |
Long term debt, net of current portion | 0 | 10,588 |
Total long term liabilities | 230 | 10,897 |
Total liabilities | 12,572 | 13,651 |
Commitments and contingencies (see Note 14) | ||
Stockholders’ equity: | ||
Preferred stock Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized, 32 shares issued and outstanding and liquidation preference of $237 at December 31, 2016 and 2015, respectively | 100 | 100 |
Common stock, $.0001 par value; 150,000,000 shares authorized; 36,659,000 issued and 36,455,000 outstanding at December 31, 2016 and 35,889,000 shares issued and 35,710,000 outstanding at December 31, 2015 | 4 | 4 |
Treasury stock, 204,000 and 179,000 shares at December 31, 2016 and 2015, respectively | (219) | (206) |
Additional paid-in capital | 180,333 | 179,242 |
Accumulated deficit | (176,290) | (172,757) |
Total stockholders’ equity | 3,928 | 6,383 |
Total liabilities and stockholders’ equity | $ 16,500 | $ 20,034 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders’ equity: | ||
Preferred stock Series A-2, convertible, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock Series A-2, stated value | $ 7,500 | $ 7,500 |
Preferred stock Series A-2, shares authorized (in shares) | 7,500 | 7,500 |
Preferred stock Series A-2, shares issued (in shares) | 32 | 32 |
Preferred stock Series A-2, shares outstanding (in shares) | 32 | 32 |
Preferred stock Series A-2, liquidation value | $ 237,000 | $ 237,000 |
Common Stock, convertible, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common Stock, shares issued (in shares) | 36,659,000 | 35,889,000 |
Common Stock, shares outstanding (in shares) | 36,455,000 | 35,710,000 |
Treasury stock (in shares) | 204,000 | 179,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 19,218 | $ 25,541 |
Operating expenses: | ||
Cost of revenue (exclusive of depreciation and amortization) | 11,682 | 14,844 |
Research and development | 1,117 | 1,350 |
Sales and marketing | 664 | 2,047 |
General and administrative | 5,206 | 5,416 |
Impairment charges | 675 | 138 |
Depreciation and amortization | 1,959 | 2,235 |
Total operating expenses | 21,303 | 26,030 |
Loss from operations | (2,085) | (489) |
Interest and other expense, net | 1,527 | 1,484 |
Loss before income taxes | (3,612) | (1,973) |
Income tax (benefit) expense | (79) | 170 |
Net loss | (3,533) | (2,143) |
Preferred stock dividends | 12 | 18 |
Net loss attributable to common stockholders | $ (3,545) | $ (2,161) |
Net loss attributable to common stockholders per share: | ||
Basic and diluted net loss per share (in dollars per share) | $ (0.10) | $ (0.06) |
Weighted-average number of common shares: | ||
Basic and diluted (in shares) | 35,611 | 35,442 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | UTC Associates Inc. | 2014 Equity Incentive Plan | Preferred StockSeries A-2 Preferred Stock | Common Stock | Common StockUTC Associates Inc. | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalUTC Associates Inc. | Additional Paid-In Capital2014 Equity Incentive Plan | Accumulated Deficit |
Beginning balance, Shares (in shares) at Dec. 31, 2014 | 53 | 35,951,000 | |||||||||
Beginning balance, Treasury Shares (in shares) at Dec. 31, 2014 | 40,000 | ||||||||||
Beginning Balance, Value at Dec. 31, 2014 | $ 7,967 | $ 167 | $ 4 | $ (66) | $ 178,476 | $ (170,614) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (2,143) | (2,143) | |||||||||
Stock-based compensation | 813 | 813 | |||||||||
Equity issuance costs | $ (36) | $ (36) | |||||||||
Preferred stock conversion, Shares (in shares) | (21) | (60,497) | |||||||||
Preferred stock conversion | 22 | $ (67) | 89 | ||||||||
Forfeited restricted stock (in shares) | (139,000) | ||||||||||
Preferred stock dividends | (18) | (18) | |||||||||
Repurchase of common stock, Shares (in shares) | 139,000 | ||||||||||
Repurchase of common stock | (140) | $ (140) | |||||||||
Stock issued during period (in shares) | 17,000 | ||||||||||
Stock issued during period, value | $ (82) | (82) | |||||||||
Ending balance, Shares (in shares) at Dec. 31, 2015 | 32 | 35,889,000 | |||||||||
Ending balance, Treasury Shares (in shares) at Dec. 31, 2015 | 179,000 | 179,000 | |||||||||
Ending Balance, Value at Dec. 31, 2015 | $ 6,383 | $ 100 | $ 4 | $ (206) | 179,242 | (172,757) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net loss | (3,533) | (3,533) | |||||||||
Stock-based compensation | 836 | 836 | |||||||||
Equity issuance costs | (30) | (30) | |||||||||
Issuance of restricted stock (in shares) | 170,000 | ||||||||||
Issuance of restricted stock | 93 | 93 | |||||||||
Preferred stock dividends | (12) | (12) | |||||||||
Repurchase of common stock, Shares (in shares) | 25,000 | ||||||||||
Repurchase of common stock | $ (13) | $ (13) | |||||||||
Stock issued during period (in shares) | 600,000 | ||||||||||
Stock issued during period, value | $ 204 | $ 204 | |||||||||
Ending balance, Shares (in shares) at Dec. 31, 2016 | 32 | 36,659,000 | |||||||||
Ending balance, Treasury Shares (in shares) at Dec. 31, 2016 | 204,000 | 204,000 | |||||||||
Ending Balance, Value at Dec. 31, 2016 | $ 3,928 | $ 100 | $ 4 | $ (219) | $ 180,333 | $ (176,290) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from Operating Activities: | ||
Net loss | $ (3,533) | $ (2,143) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,959 | 2,235 |
Bad debt expense | 20 | 37 |
Amortization of deferred financing costs | 72 | 87 |
Stock-based compensation | 929 | 813 |
Stock-based expense | 204 | 0 |
Impairment charges | 675 | 138 |
Deferred tax provision | (79) | 170 |
Increase (decrease) attributable to changes in assets and liabilities: | ||
Accounts receivable | 1,043 | 539 |
Prepaid expenses and other current assets | (425) | 267 |
Other assets | 1 | 15 |
Accounts payable | (310) | (835) |
Accrued expenses | (327) | (83) |
Accrued sales taxes and regulatory fees | (46) | (3) |
Net cash provided by operating activities | 183 | 1,237 |
Cash flows from Investing Activities: | ||
Proceeds on sale of equipment | 0 | 3 |
Purchases of property and equipment | (382) | (1,247) |
Net cash used in investing activities | (382) | (1,244) |
Cash flows from Financing Activities: | ||
Principal payments for capital lease | 0 | (43) |
Principal payments under borrowing arrangements | (400) | (613) |
Advances on borrowing arrangements | 0 | 613 |
Proceeds from issuance of common stock | 0 | 18 |
Payment of equity issuance costs | (12) | (2) |
Purchase of treasury stock | (13) | (140) |
Net cash used in financing activities | (425) | (167) |
Decrease in cash and cash equivalents | (624) | (174) |
Cash at beginning of period | 1,764 | 1,938 |
Cash at end of period | 1,140 | 1,764 |
Supplement disclosures of cash flow information: | ||
Cash paid during the period for interest | 1,116 | 1,199 |
Non-cash investing and financing activities: | ||
Preferred stock conversion | 0 | 89 |
Recognition of prepaid equity issuance costs as additional paid-in capital | 18 | 136 |
Accrued preferred stock dividends | $ 12 | $ 18 |
Business Description and Signif
Business Description and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Significant Accounting Policies | Business Description and Significant Accounting Policies Business Description Glowpoint, Inc. (“Glowpoint” or “we” or “us” or the “Company”) is a managed service provider of video collaboration and network applications. Our services are designed to provide a comprehensive suite of automated and concierge applications to simplify the user experience and expedite the adoption of video as the primary means of collaboration. 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. The Company operates in one segment and therefore segment information is not presented. Principles of Consolidation The consolidated financial statements include the accounts of Glowpoint and our 100% -owned subsidiary, 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. Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. Use of Estimates Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 and regulatory fees, stock-based compensation, the valuation of goodwill, the valuation 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 $32,000 and $45,000 at December 31, 2016 and 2015 , 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, 2016 and 2015 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, and presented as required by ASC Topic 605 “ Revenue Recognition”. Revenues derived from other sources are recognized when services are provided or events occur. 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, 2016 and 2015 , we included taxes of $830,000 and $1,070,000 , respectively, in revenue and we included taxes of $1,070,000 and $1,032,000 , respectively, in cost of revenue. Impairment of Long-Lived Assets and Intangible Assets The Company assesses the impairment of long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of fixed 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. Fair value of our intangible assets is determined using the relief from royalty methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each intangible asset and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each intangible asset. If the carrying amount of the intangible asset is greater than its implied fair value, an impairment in the amount of the excess is recognized and charged to operations. The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. Changes in the Company’s strategic plan and/or other-than-temporary changes in market conditions could significantly impact these judgments and could require adjustments to recorded asset balances. Long-lived assets are evaluated for impairment at least annually, as well as whenever an event or change in circumstances has occurred that could have a significant adverse effect on the fair value of long-lived assets (see Note 6). 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, 2016 , we capitalized internal-use software costs of $339,000 and we amortized $652,000 of these costs. For the year ended December 31, 2015 , we capitalized internal-use software costs of $1,153,000 and we amortized $662,000 of these costs. During the years ended December 31, 2016 and 2015 , we recorded impairment losses of $64,000 and $7,000 , respectively, for certain discrete projects that were abandoned. These charges are recognized as “Impairment Charges” on our Consolidated Statements of Operations. Deferred Financing Costs Deferred financing costs 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. As of December 31, 2016 and 2015 , deferred financing costs of $125,000 and $197,000 , respectively, are included as a direct reduction of the carrying amount of our debt. 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 than not that all or some portion of the deferred tax asset will not be realized. Stock-based Compensation Stock-based awards have been accounted for as required by ASC Topic 718 “Compensation – Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718 stock-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. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU 2014-09, “ Revenue from Contracts with Customers” (Subtopic 606), which supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We continue to evaluate the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and believe that the Company will use the retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. The Company has commenced analysis of our revenue streams and the application of the standard. Management does not expect the adoption of ASU 2014-09 to have a material impact on our financial statements and disclosures. In November 2015, the FASB issued ASU 2015-17, “ Income Taxes ” (Subtopic 740). The amendments in this update require deferred tax liabilities and assets be classified as non-current regardless of the classification of the underlying assets and liabilities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016. Earlier application is permitted. Management does not expect the adoption of ASU 2015-17 to have a material impact on our financial statements and disclosures. In February 2016, the FASB created Topic 842 and issued ASU 2016-02, “ Leases ”. The guidance in this update supersedes Topic 840, “ Leases ”. This ASU requires lessees to recognize a right-of-use assets and a lease liability, initially measured at the present value of the lease payments on the balance sheet. For public companies, the amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on our financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation ” (Subtopic 718). The guidance in this update includes amendments that require excess tax benefits or deficiencies resulting from share-based payments be recognized in the income statement as a component of the provision for income taxes, whereas previously these were recognized within additional paid-in capital. Further, the new guidance provides an accounting policy election to account for forfeitures as they occur. The new standard also amends the presentation of employee share-based payment related items in the statement of cash flows by requiring that: (i) excess tax benefits be classified as cash inflows provided by operating activities, and (ii) cash paid to taxing authorities arising from the withholding of shares from employees be classified as cash outflows used in financing activities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim or annual period. Management does not expect the adoption of ASU 2016-09 to have a material impact on our financial statements and disclosures. In August 2016, the FASB issued ASU 2016-09, “ Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments” (Subtopic 230). This guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The amendment addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. These updates are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The guidance should be applied retrospectively unless it is impractical to do so; in which case, the guidance should be applied prospectively as of the earliest date practicable. Management is currently evaluating the impact of the adoption of ASU 2016-09 on our financial statements and disclosures. In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows-Restricted Cash ” (Subtopic 230). These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments do not provide definition of restricted cash or restricted cash equivalents. Effective date for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect the adoption of ASU 2016-18 to have any impact on our financial statements and disclosures, as restricted cash is currently included in the change of cash on the statement of cash flows. In January 2017, the FASB issued ASU 2017-04, “ Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ” (Subtopic 350). This guidance simplifies the accounting for goodwill impairment by removal of Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For public companies, the standard will be effective for calendar year-end December 15, 2020. Earlier adoption is permitted for any impairment test performed after January 1, 2017. Management is currently evaluating the impact of the adoption of ASU 2017-04 on our financial statements and disclosures. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern As of December 31, 2016 , we had $1,140,000 of cash and a working capital deficit of $8,589,000 . Our cash balance as of December 31, 2016 includes restricted cash of $18,000 (as discussed in Note 4 to our consolidated financial statements). For the years ended December 31, 2016 and 2015 , we generated net losses of $3,533,000 and $2,143,000 , respectively, and net cash provided by operating activities of $183,000 and $1,237,000 , respectively. We generated cash flow from operations even though we incurred net losses as our net losses include certain non-cash expenses that are added back to our cash flow from operations (as shown on our consolidated statements of cash flows). A substantial portion of our cash flow from operations is dedicated to the payment of interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and investments in sales and marketing. During the years ended December 31, 2016 and 2015 , our cash flow from operations was reduced by $1,116,000 and $1,199,000 , respectively, for interest payments on our indebtedness. The Company is party to a loan agreement with 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 as of December 31, 2016 (the “Main Street Term Loan”), and provided for a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). On October 17, 2016, the $2,000,000 Main Street Revolver matured and therefore the Company no longer has access to this revolving loan facility. As of December 31, 2016 , the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan. While an event of default exists under the Main Street Loan Agreement (see below), we are not able to access the $2,000,000 of remaining availability under the Main Street Term Loan. Borrowings under the Main Street Term Loan mature on October 17, 2018 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. Interest payments on the outstanding borrowings under the Main Street Term Loan are due monthly. The Company is required to make quarterly principal payments on the Main Street Term Loan through the maturity date in an amount equal to 50% of Excess Cash Flow generated by the Company during the trailing fiscal quarter (Excess Cash Flow is defined in the Main Street Loan Agreement and is effectively equal to cash flow from operations less capital expenditures less principal payments on capital leases). In the event there were outstanding borrowings on the Main Street Revolver, any quarterly principal payments were first applied to the Main Street Revolver and then to the Main Street Term Loan. During the year ended December 31, 2016 , the Company made $400,000 of principal payments on the Main Street Revolver of which $244,000 related to required payments based on Excess Cash Flow for the first quarter of 2016. As of December 31, 2016 , Main Street owns 7,711,517 shares, or 21% , of the Company’s common stock. The Main Street Loan Agreement contains certain financial covenants that are measured on a quarterly basis. The Company breached its debt to Adjusted EBITDA ratio covenant as of June 30, 2016, September 30, 2016 and December 31, 2016 and breached the fixed charge coverage ratio covenant as of September 30, 2016 and December 31, 2016, each of which constitutes an event of default under the Main Street Loan Agreement. Main Street has not provided a waiver of any of the existing defaults, and thus Main Street may seek a variety of remedies under the loan documents including, without limitation, acceleration of the indebtedness owing under the Main Street Loan Agreement. Based on the Company’s current financial projections, we believe that it is likely that the Company will breach both of the financial covenants in the Main Street Loan Agreement throughout 2017 and 2018. Accordingly we are exploring various alternatives to renegotiate our financial covenants and address our liquidity issues, including, without limitation, a potential restructuring of the Main Street and SRS indebtedness (see below), which may involve a conversion of a portion or all of our debt to equity or a debt refinancing, coupled with a capital raise. As of December 31, 2016 , the Company had outstanding borrowings of $1,785,000 on a promissory note (the “SRS Note”) to Shareholder Representative Services LLC (“SRS”) the Company issued in connection with the 2012 acquisition of Affinity Videonet, Inc. (“Affinity”) and amended in February 2015 (see Note 7 for further discussion). The maturity date of the SRS Note is July 6, 2017 and the interest rate on the SRS Note is 15% per annum. Payment of all interest earned after March 1, 2015 is due on July 6, 2017, unless certain trailing Adjusted EBITDA targets are met as defined in the SRS Note. The SRS Note is subordinate to borrowings under the Main Street Loan Agreement, and is only permitted to be repaid if permitted by the terms of the Main Street Loan Agreement. In addition, under the terms of the Subordination Agreement among the Company, SRS and Main Street, repayment of the principal and accrued interest on the SRS Note is permitted to occur only if the Company’s cash balance is 200% greater than the balance of the SRS Note. Accrued interest on the SRS Note is expected to increase from $565,000 as of December 31, 2016 to $752,000 as of June 30, 2017. Because the maturity date of the SRS Note (July 6, 2017) falls within twelve months following the filing of this Report, the Company believes that, based on our current projection of revenue, expenses, capital expenditures and cash flows, it will not have sufficient resources and cash flows to service its debt obligations, including repayment of the SRS Note, and fund its operations for at least the next twelve months following the filing of this Report. In addition, there can be no assurances that Main Street will not accelerate the indebtedness outstanding under the Main Street Loan Agreement. In the event that our lenders accelerate the repayment of such indebtedness, we would not have sufficient resources and/or cash flow to repay the indebtedness. While we expect to continue to adjust our cost of revenue and other operating expenses to partially offset the impact of revenue declines associated with our legacy services, a restructuring of our Main Street and SRS debt or capital infusion is necessary to fund our obligations. We have renegotiated financial covenants and/or refinanced our indebtedness in the past but there is no assurance we will be able to successfully renegotiate or refinance all or any portion of our indebtedness in the future. If we were unable to repay or otherwise refinance the indebtedness under the loan agreements upon acceleration or when otherwise due, our lenders could foreclose on the collateral that secures our obligations under the loan agreements, which could force us into bankruptcy or liquidation. In the event we need access to capital to fund operations or provide growth capital, we would likely need to raise capital in one or more equity offerings. There can be no assurance that we will be successful in raising necessary capital or that any such offering will be on terms acceptable to the Company. If 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. The factors discussed above raise substantial doubt as to our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from these uncertainties. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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” (“ASC Topic 350”). At September 30, 2016, the Company considered the declines in our revenue and cash flows, coupled with defaults of the Main Street Loan Agreement, to be a triggering event for an interim goodwill impairment test. The performance of the impairment test involves a two-step process. The first step involves comparing the fair value of the reporting unit to the carrying value, including goodwill. The Company operates as a single reporting unit. The Company used market-based approaches to determine the fair value of the reporting unit for the first step of the goodwill impairment test. These approaches used quoted market prices in active markets and multiples of next twelve months revenue for comparable companies. The carrying amount of our reporting unit exceeded its fair value; therefore, the second step of the goodwill impairment test was performed to calculate implied goodwill and to measure the about of impairment loss. The Company allocated the fair value of the reporting unit to all of its assets and liabilities. Based upon this allocation, the Company determined that goodwill was valued at $9,225,000 and recorded an impairment loss of $600,000 during the year ended December 31, 2016 . This charge is recognized as “Impairment Charges” on our Consolidated Statements of Operations. We will test goodwill for impairment on an annual basis on September 30 each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The continued future decline of our revenue, cash flows and/or stock price my give rise to a triggering event that may require the Company to record additional impairment charges on goodwill in the future. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash | Restricted Cash As of December 31, 2016 , our cash balance of $1,140,000 included restricted cash of $18,000 . As of December 31, 2015 , our cash balance of $1,764,000 included restricted cash of $242,000 . The restricted cash pertains to a letter of credit that serves as the security deposit for our lease of office space in Colorado (as discussed in Note 14), and is secured by an equal amount of cash pledged as collateral, and such cash is held in a restricted bank account. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Estimated Useful Life Network equipment and software $ 10,588 $ 10,767 3 to 5 Years Computer equipment and software 3,059 3,190 3 to 4 Years Leasehold improvements 87 87 (*) Office furniture and equipment 269 309 5 to 10 Years 14,003 14,353 Accumulated depreciation and amortization (11,800 ) (11,367 ) Property and equipment, net $ 2,203 $ 2,986 (*) – Amortized over the shorter period of the estimated useful life ( five years ) or the lease term. Related depreciation and amortization expense was $1,090,000 and $1,366,000 for the years ended December 31, 2016 and 2015 , respectively. For the years ended December 31, 2016 and 2015 , the Company recorded asset impairment charges of $76,000 and $138,000 , of which $64,000 and $7,000 pertained to capitalized software, respectively. The remaining impairments primarily consisted of furniture, network equipment, and leasehold improvements no longer being utilized in the Company’s business. These charges are recognized as “Impairment Charges” on our consolidated statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consisted of the following (in thousands): December 31, 2016 2015 Estimated Useful Life Customer relationships $ 4,335 $ 4,335 5 Years Affiliate network 994 994 12 Years Trademarks 548 548 8 Years 5,877 5,877 Accumulated amortization (4,568 ) (3,699 ) Intangible assets, net $ 1,309 $ 2,178 The Company identified a triggering event that required it to perform its evaluation of intangible assets as of September 30, 2016 and determined that the fair value of the long-lived assets exceeds the carrying value, therefore no impairment charges were required for the year ended December 31, 2016 . 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. Accumulated amortization as of December 31, 2016 consisted of $3,779,000 for customer relationships, $459,000 for affiliate network and $330,000 for trademarks. Related amortization expense was $869,000 and $869,000 for the years ended December 31, 2016 and 2015 , respectively. Amortization expense for each of the next five succeeding years will be as follows (in thousands): 2017 $ 683 2018 127 2019 127 2020 113 2021 69 Thereafter 190 Total $ 1,309 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consisted of the following (in thousands): December 31, 2016 2015 Main Street Term Loan, net of unamortized debt discount based on imputed interest rate of 12%; $123 at December 31, 2016 and $192 at December 31, 2015. $ 8,877 $ 8,808 SRS Note, net of unamortized debt discount based on imputed interest rate of 15%; $2 at December 31, 2016 and $5 at December 31, 2015. 1,783 1,780 Main Street Revolver — 400 Total 10,660 10,988 Less current maturities (10,660 ) (400 ) Long-term debt, net of current portion $ — $ 10,588 The Main Street Loan Agreement provides for an $11,000,000 senior secured term loan facility (“Main Street Term Loan”), and provided for a $2,000,000 senior secured revolving loan facility (the “Main Street Revolver”). On October 17, 2016, the $2,000,000 Main Street Revolver matured and therefore the Company no longer has access to this revolving loan facility. As of December 31, 2016, the Company had outstanding borrowings of $9,000,000 under the Main Street Term Loan. While an event of default exists under the Main Street Loan Agreement (see below), we are not able to access the $2,000,000 of remaining availability under the Main Street Term Loan. Borrowings under the Main Street Term Loan mature on October 17, 2018 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. Interest payments on the outstanding borrowings under the Main Street Term Loan are due monthly. The Company is required to make quarterly principal payments on the Main Street Term Loan through the maturity date in an amount equal to 50% of Excess Cash Flow generated by the Company during the trailing fiscal quarter (Excess Cash Flow is defined in the Main Street Loan Agreement and is effectively equal to cash flow from operations less capital expenditures less principal payments on capital leases). In the event there were outstanding borrowings on the Main Street Revolver, any quarterly principal payments were first applied to the Main Street Revolver and then to the Main Street Term Loan. During 2016 and 2015 , the Company made no principal payments the Main Street Term Loan. During 2016 , the Company received no advances on the Main Street Revolver and made principal payments of $400,000 , of which $244,000 related to required payments based on Excess Cash Flow for the first quarter of 2016 . During 2015 , the Company received advances of $613,000 and made principal payments in the same amount on the Main Street Revolver. 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 and 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 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. The Main Street Loan Agreement contains financial covenants that are measured on a quarterly basis, including a fixed charge coverage ratio covenant and a debt to Adjusted EBITDA (“AEBITDA”) ratio covenant as defined in the Main Street Loan Agreement. The Company breached its debt to AEBITDA ratio covenant as of June 30, 2016, September 30, 2016 and December 31, 2016 and breached the fixed charge coverage ratio covenant as of September 30, 2016 and December 31, 2016, each of which constitutes an event of default under the Main Street Loan Agreement. Main Street has not provided a waiver of any of the existing defaults, and thus Main Street may seek a variety of remedies under the loan documents including, without limitation, acceleration of the indebtedness owing under the Main Street Loan Agreement. Based on the Company’s current financial projections, we believe that it is likely that the Company will breach both of the financial covenants in the Main Street Loan Agreement throughout 2017 and 2018. Accordingly, we are exploring various alternatives to renegotiate our financial covenants and address our liquidity issues, including, without limitation, a potential restructuring of the Main Street and SRS indebtedness, which may involve a conversion of a portion or all of our debt to equity or a debt refinancing, coupled with a capital raise. Although the maturity date of the Main Street Term Loan is October 17, 2018, the Company has classified this debt as current as of December 31, 2016 given the existing defaults and potential acceleration of such indebtedness. As of December 31, 2016 , the Company had outstanding borrowings of $1,785,000 on a promissory note (the “SRS Note”) to Shareholder Representative Services LLC (“SRS”) the Company issued in connection with the 2012 acquisition of Affinity Videonet, Inc. (“Affinity”). The maturity date of the SRS Note is July 6, 2017. Effective March 1, 2015, the interest rate on the SRS Note is 15% per annum. Payment of all interest earned after March 1, 2015 is due on July 6, 2017, unless certain trailing AEBITDA targets are met as defined in the amended SRS Note. The SRS Note is subordinate to borrowings under the Main Street Loan Agreement, and is only permitted to be repaid if permitted by the terms of the Main Street Loan Agreement. In addition, under the terms of the Subordination Agreement among the Company, SRS and Main Street, repayment of the principal and accrued interest on the SRS Note is permitted to occur only if the Company’s cash balance is 200% greater than the balance of the SRS Note. The Company is required to make monthly principal payments in the amount of $50,000 in the event the Company’s trailing three month AEBITDA exceeds $1,500,000 . The Company is required to make additional payments on the principal amount over the remaining term of the SRS Note in an amount equal to 40% of the sum of the Company’s trailing six month AEBITDA less $3,000,000 . During the years ended December 31, 2016 and 2015 , the Company was not required to make any principal payments on the SRS Note. Accrued interest on the SRS Note is expected to increase from $565,000 as of December 31, 2016 to $752,000 as of June 30, 2017. Future maturities of debt are estimated as follows (in thousands): Main Street Term Loan SRS Note Total 2017 $ — $ 1,785 $ 1,785 2018 9,000 — 9,000 $ 9,000 $ 1,785 $ 10,785 Deferred financing costs related to our debt agreements of $125,000 and $197,000 are included as a direct reduction of the carrying amount of our debt as of December 31, 2016 and 2015 , respectively. The financing costs are amortized to interest expense using the effective interest method over the term of each loan through each maturity date. Amortization of deferred financing costs for the years ended December 31, 2016 , and 2015 , was $72,000 and $87,000 , respectively, which is recorded in “Interest and Other Expense, Net” on our Consolidated Statements of Operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
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 (in thousands): December 31, 2016 2015 Prepaid insurance $ 321 $ 145 Prepaid software licenses 214 96 Prepaid network costs 162 — Other prepaid expenses 125 159 Prepaid maintenance contracts 84 117 Prepaid taxes 72 — Due from vendors — 36 Prepaid expenses and other current assets $ 978 $ 553 |
Accrued Sales Taxes and Regulat
Accrued Sales Taxes and Regulatory Fees | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [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 and regulatory fees and (ii) sales taxes and regulatory fees collected from customers that are to be remitted to taxing authorities. Actual payments may vary from our estimates. Accrued sales taxes and regulatory fees as of December 31, 2016 and 2015 were $395,000 and $441,000 , respectively. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued interest expense $ 658 $ 332 Accrued compensation costs 133 252 Accrued communication costs 111 180 Customer deposits 93 179 Deferred rent expense 71 89 Accrued professional fees 68 133 Deferred revenue 25 105 Other accrued expenses 6 222 Accrued expenses and other liabilities $ 1,165 $ 1,492 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 , 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 32 shares issued and outstanding; and 4,000 shares of Series D Preferred Stock authorized and no shares issued or outstanding. 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 $2.9835 as of December 31, 2016 . Therefore, each share of Series A-2 Preferred Stock is convertible into 2,514 shares of common stock as of December 31, 2016 . The conversion price is subject to adjustment upon the occurrence of certain events set forth in our Certificate of Incorporation. During the year ended December 31, 2016 , there were no adjustments to the conversion price. During the year ended December 31, 2015, a holder of Series A-2 Preferred Stock elected to convert 21 shares and $22,000 of accrued dividends into 60,497 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, effective January 1, 2013, 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, 2016 and 2015 , the Company has recorded $47,000 and $36,000 , respectively, in accrued dividends on the accompanying Consolidated Balance Sheets related to the Series A-2 Preferred Stock. In accordance with ASC Topic 815, we evaluated whether our convertible preferred stock contains provisions that protect holders from declines in our stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective preferred stock agreements based on a variable that is not an input to the fair value of a “fixed-for-fixed” option and require a derivative liability. The Company determined no derivative liability is required under ASC Topic 815 with respect to our convertible preferred stock. A contingent beneficial conversion amount is required to be calculated and recognized when and if the adjusted $2.9835 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. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Stock Based Compensation | Stock Based Compensation Glowpoint 2014 Stock Incentive Plan On May 28, 2014, the Glowpoint, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders. The purpose of the 2014 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees and other eligible persons through the grant of equity awards. Awards may be granted under the 2014 Plan to officers, employees, directors and consultants of the Company or its subsidiaries. The 2014 Plan permits the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, cash awards and other awards, including stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Company’s common stock, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof, or any similar securities with a value derived from the value of or related to the Company’s common stock and/or returns thereon. A total of 4,400,000 shares of the Company’s common stock were initially available for issuance under the 2014 Plan. During the years ended December 31, 2016 and 2015 , 2,431,000 and 2,969,000 awards, respectively, were granted under the 2014 Plan. As of December 31, 2016 , 648,000 shares are available for issuance under the 2014 Plan. Glowpoint 2007 Stock Incentive Plan In May 2014, the Board terminated the Company’s 2007 Stock Incentive Plan (the “2007 Plan”). Notwithstanding the termination of the 2007 Plan, outstanding awards under the 2007 Plan will remain in effect accordance with their terms. As of December 31, 2016 , options to purchase a total of 1,209,000 shares of common stock and 193,000 shares of restricted stock were outstanding under the 2007 Plan. Glowpoint 2000 Stock Incentive Plan In June 2010, the Board terminated the Glowpoint 2000 Stock Incentive Plan (as amended, the “2000 Plan”). Notwithstanding the termination of the 2000 Plan, outstanding awards under the 2000 Plan will remain in effect accordance with their terms. As of December 31, 2016 , options to purchase a total of 13,000 shares of common stock were outstanding. Stock Options For the years ended December 31, 2016 and 2015 , no stock options were granted or exercised; therefore, no fair value assumptions are presented herein for the years ended December 31, 2016 and 2015 . A summary of stock options granted, exercised, expired and forfeited under our plans and options outstanding as of, and changes made during, the year s ended December 31, 2016 and 2015 (options in thousands): Outstanding Exercisable Number of Options Weighted Number of Options Weighted Options outstanding, December 31, 2014 1,350 $ 2.02 729 $ 2.05 Granted — — Exercised — — Expired (70 ) 2.11 Forfeited (11 ) 5.43 Options outstanding, December 31, 2015 1,269 $ 1.98 960 $ 1.99 Granted — — Exercised — — Expired (15 ) 1.52 Forfeited (32 ) 1.83 Options outstanding, December 31, 2016 1,222 $ 1.99 1,198 $ 1.99 Additional information as of December 31, 2016 is as follows (options in thousands): Outstanding Exercisable Range of price Number of Options Weighted Average Remaining Contractual Life (In Years) Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $0.90 – $1.44 58 5.79 $ 0.94 58 $ 0.94 $1.45 – $1.96 113 5.79 1.55 107 1.55 $1.97 – $2.04 881 6.01 1.98 863 1.98 $2.05 – $2.60 69 4.20 2.25 69 2.25 $2.61 – $3.02 101 5.16 3.02 101 3.02 1,222 5.81 $ 1.99 1,198 $ 1.99 A summary of unvested options as of, and changes during the years ended December 31, 2016 and 2015 , is presented below (options in thousands): Options Weighted Average Grant Date Fair Value Unvested options outstanding, December 31, 2014 621 $ 1.51 Granted — — Vested (302 ) 1.51 Forfeited (10 ) 2.04 Unvested options outstanding, December 31, 2015 309 $ 1.49 Granted — — Vested (285 ) 1.50 Forfeited — — Unvested options outstanding, December 31, 2016 24 $ 1.41 Stock-based compensation expense relating to stock option awards is allocated as follows (in thousands): Year Ended December 31, 2016 2015 General and administrative $ 361 $ 386 $ 361 $ 386 The intrinsic value of vested options, unvested options and exercised options were no t significant for all periods presented. The remaining unrecognized stock-based compensation expense for options at December 31, 2016 was $18,000 , and will be amortized over a weighted average period of approximately 3 months . Restricted Stock Awards A summary of restricted stock granted, vested, forfeited and unvested outstanding as of, and changes made during, the years ended December 31, 2016 and 2015 , is presented below (shares in thousands): Restricted Shares Weighted Average Unvested restricted shares outstanding, December 31, 2014 641 $ 1.61 Granted 0 — Vested (241 ) 1.62 Forfeited (139 ) 1.66 Unvested restricted shares outstanding, December 31, 2015 261 $ 1.58 Granted 170 0.55 Vested (68 ) 1.67 Forfeited — — Unvested restricted shares outstanding, December 31, 2016 363 $ 1.08 The number of restricted stock awards vested during the year ended December 31, 2016 includes 25,000 shares withheld and repurchased by the Company on behalf of employees to satisfy $13,000 of tax obligations relating to the vesting of such shares. Such shares are held in the Company’s treasury stock as of December 31, 2016 . Stock-based compensation expense relating to restricted stock awards is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 7 $ (17 ) Research and development 5 (1 ) Sales and marketing — (40 ) General and administrative 149 80 $ 161 $ 22 During the year ended December 31, 2016 , the Company recorded $93,000 in stock-based compensation expense related to 170,000 shares of restricted stock awards issued during 2016 in lieu of payment of $84,000 in cash bonuses earned in 2014. During the year ended December 31, 2015 , the Company recorded a reversal of $110,000 in stock-based compensation expense, of which $48,000 related to expense for unvested awards that were forfeited and $62,000 related to revised estimates for expense previously recorded on performance-based awards. Certain restricted stock awards have performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, stock-based compensation expense is recognized over the relevant performance period. For those awards not subject to performance criteria, the cost of the restricted stock awards is expensed, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period. The remaining unrecognized stock-based compensation expense for restricted stock awards at December 31, 2016 was $233,000 . Of this amount, $78,000 relates to time-based awards with a remaining weighted average period of 6 months . The remaining $155,000 of unrecognized stock-based compensation expense relates to performance-based awards for which expense will be recognized upon the Company achieving defined AEBITDA targets. Restricted Stock Units A summary of restricted stock units granted, vested, forfeited and unvested outstanding as of, and changes made during, the years ended December 31, 2016 and 2015 , is presented below (shares in thousands): Restricted Stock Units Weighted Average Unvested restricted stock units outstanding, December 31, 2014 — $ — Granted 2,969 1.02 Vested — — Forfeited (805 ) 1.04 Unvested restricted stock units outstanding, December 31, 2015 2,164 1.02 Granted 2,261 0.43 Vested (387 ) 0.92 Forfeited (842 ) 1.00 Unvested restricted stock units outstanding, December 31, 2016 3,196 $ 0.62 As of December 31, 2016 , 387,000 vested restricted stock units remain outstanding as shares of common stock have not yet been delivered for these units in accordance with the terms of the restricted stock units. Stock-based compensation expense relating to restricted stock units is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 35 $ 11 Research and development 39 13 Sales and marketing 8 6 General and administrative 325 375 $ 407 $ 405 Certain restricted stock unit awards have performance-based vesting provisions and are subject to forfeiture, in whole or in part, if these performance conditions are not achieved. Management assesses, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, stock-based compensation expense is recognized over the relevant performance period. For those awards not subject to performance criteria, the cost of the restricted stock unit awards is expensed, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period. The remaining unrecognized stock-based compensation expense for restricted stock units at December 31, 2016 was $1,526,000 . Of this amount, $445,000 relates to time-based awards with remaining weighted average period of 8 months . The remaining $1,081,000 of unrecognized stock based compensation expense relates to performance-based awards for which expense will be recognized upon the Company achieving defined revenue and AEBITDA targets over fiscal years 2017 through 2019. There was no tax benefit recognized for stock-based compensation expense for the years ended December 31, 2016 and 2015 . No compensation costs were capitalized as part of the cost of an asset during the periods presented. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares of common stock outstanding does no t include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding at December 31, 2016 and 2015 , are considered contingently returnable until the restrictions lapse and will not be included in the basic net loss per share calculation until the shares are vested. Unvested shares of our restricted stock do not contain non-forfeitable rights to dividends and dividend equivalents. Unvested restricted stock units are not included in calculations of basic net loss per share, as they are not considered issued and outstanding at time of grant. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options, preferred stock, restricted stock units, and unvested restricted stock awards, to the extent they are dilutive. For the years ended December 31, 2016 and 2015 , all such common stock equivalents have been excluded from diluted net loss per share as the effect to net loss per share would be anti-dilutive (decrease our net loss per share). The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, Numerator: 2016 2015 Net loss $ (3,533 ) $ (2,143 ) Less: preferred stock dividends 12 18 Net loss attributable to common stockholders $ (3,545 ) $ (2,161 ) Denominator: Weighted-average number of shares of common stock for basic and diluted net loss per share 35,611 35,442 Basic and diluted net loss per share $ (0.10 ) $ (0.06 ) The following table represents the potential shares that were excluded from the computation of weighted-average number of shares of common stock in computing the diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2016 2015 Unvested restricted stock units 3,196 2,164 Vested restricted stock units 387 — Stock options outstanding 1,222 1,269 Unvested restricted stock awards 363 261 Shares of common stock issuable upon conversion of Series A-2 preferred stock 79 79 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We lease two facilities in Denver, CO and Oxnard, CA that are under operating leases through December 2018 and March 2020, respectively. Both of these 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, 2016 and 2015 were $287,000 and $342,000 , respectively. Future minimum rental commitments under all non-cancelable operating leases are as follows (in thousands): Year Ending December 31, 2017 $ 301 2018 308 2019 88 2020 23 $ 720 Commercial Commitments We have entered into a number of agreements with our suppliers to purchase communications and consulting 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. With the exception of the UTC matter discussed below, in prior 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 suppliers. 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. Contingencies On July 23, 2015, UTC Associates Inc. (“UTC”) filed suit in the United States District Court for the Southern District of New York against the Company (the “UTC Litigation”). The UTC Litigation involved allegations that Glowpoint failed to pay amounts allegedly due under a Technology Development & Operations Outsourcing arrangement dated June 30, 2010 (the “Proposal”). UTC sought monetary damages totaling $2,107,000 , including $1,107,000 for damages arising from the breach of an alleged guaranteed minimum provision, and $1,000,000 for damages arising from the breach of an alleged exclusivity provision. On September 22, 2015, the Company filed a motion to dismiss the complaint. On October 13, 2015, in response to the Company’s motion, UTC filed an amended complaint. On November 2, 2015, the Company filed a motion to dismiss the amended complaint. On February 1, 2016, the Court partially granted and partially denied the dismissal motion. The Court dismissed with prejudice the fraud claim and declined to dismiss the two breach of contract claims. On April 1, 2016, the Company filed its answer to UTC’s Complaint and asserted counterclaims against UTC, including for breach of contract, fraud in the inducement, fraud in the execution and fraud, pursuant to which the Company was seeking a judgment awarding monetary damages against UTC in an amount to be determined at trial, voiding the Proposal ab initio and awarding the Company its costs and disbursements, including attorneys’ fees, incurred in defending the action. On April 25, 2016, UTC filed an answer to the Company’s counterclaims, denying such counterclaims and asserting purported defenses to them. On September 30, 2016, the Company entered into a settlement agreement with UTC related to claims that have been or could have been asserted against one another, including but not limited to claims in the UTC Litigation. Pursuant to the settlement agreement, (i) the Company paid $325,000 to UTC on September 30, 2016; (ii) the Company and UTC entered into a new services agreement pursuant to which the Company will purchase services from UTC subject to certain terms and conditions set forth therein; and (iii) the Company issued 600,000 shares of the Company’s common stock to UTC in October 2016. The value of the common stock, or $204,000 (equal to 600,000 shares multiplied by the closing price of the Company’s stock of $0.34 per share on the issuance date), was recorded as stock-based expense in general and administrative expenses for the year ended December 31, 2016 . The $325,000 cash payment was also recorded in general and administrative expenses for the year ended December 31, 2016 . Upon payment and delivery of the foregoing, both the Company and UTC dismissed their respective claims in the UTC Litigation, and each party has released the other party of all potential claims against the other party, including those that were or could have been asserted in the UTC Litigation. Letter of Credit As of December 31, 2016 , the Company had an outstanding irrevocable standby letter of credit with Wells Fargo Bank for $18,000 to serve as our security deposit for our lease of office space in Colorado (see Note 4). |
Major Customers
Major Customers | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Major Customers | Major Customers Major customers are defined as direct customers or channel partners that account for more than 10% of the Company’s revenues. For the year ended December 31, 2016 , two major customers accounted for 16% and 12% of our total revenue, and accounted for 44% and 12% of our outstanding accounts receivable as of December 31, 2016, respectively. For the year ended December 31, 2015 , two major customers accounted for 12% and 10% of our total revenue, respectively. In January 2017, our largest customer filed a voluntary petition for protection under Chapter 11 of the United States Bankruptcy Code. As of the bankruptcy filing date, we had amounts due from this customer of approximately $588,000 , of which $474,000 has since been collected. Since the bankruptcy filing date, we have continued to perform services for this customer, with payments expected to be received in accordance with our normal terms. While we believe the amounts due to us from this customer will be collected in full, we will continue to monitor the bankruptcy proceedings in order to appropriately assess and enforce our rights in this matter. It has not yet been determined whether the bankruptcy estate will assume or reject our contract with this customer. A rejection of our contract with this customer by the bankruptcy estate could have a material adverse effect on our business, financial condition and results of operations, as any reduction in the use of our services or the business failure by one of our major customers and/or wholesale channel partners could have such a result. |
Geographical Data
Geographical Data | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographical Data | Geographical Data For the years ended December 31, 2016 and 2015 , there was no material revenue attributable to any individual foreign country. Revenue by geographic area is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Domestic $ 17,412 $ 23,470 Foreign 1,806 2,071 $ 19,218 $ 25,541 Long-lived assets were 100% located in domestic markets during both years ended December 31, 2016 and 2015 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table sets forth the components of income tax (benefit) expense (in thousands): Year Ended December 31, 2016 2015 Current: State $ — $ 3 — 3 Deferred: Federal (73 ) 154 State (6 ) 13 (79 ) 167 Income tax (benefit) expense $ (79 ) $ 170 Our effective tax rate differs from the statutory federal tax rate as shown in the following table (in thousands): Year Ended December 31, 2016 2015 U.S. federal income taxes at the statutory rate $ (1,264 ) $ (692 ) State taxes, net of federal effects (108 ) (53 ) Permanent differences 10 13 Impact of state tax rate change to deferred (36 ) 119 Expired net operating loss carry-forwards — 4,026 Prior year provision to actual adjustments (36 ) — Other 8 12 Change in valuation allowance 1,347 (3,255 ) Income tax (benefit) expense $ (79 ) $ 170 The tax effect of the temporary differences that give rise to significant portions of the deferred tax assets and liabilities is presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Tax benefit of operating loss carry forward $ 11,612 $ 10,385 Reserves and allowances 12 148 Accrued expenses 35 73 Charitable contributions 198 190 Stock-based compensation 1,098 846 Fixed assets 102 330 Texas margin tax temporary credit 239 246 Total deferred tax assets 13,296 12,218 Valuation allowance (13,192 ) (11,844 ) Net deferred tax assets $ 104 $ 374 Deferred tax liabilities: 481(a) adjustment $ — $ 2 Goodwill 230 309 Intangible amortization 104 372 Total deferred tax liabilities $ 334 $ 683 Net deferred tax liability $ (230 ) $ (309 ) The ending balances of the deferred tax assets have been fully reserved, reflecting the uncertainties as to realizability evidenced by the Company’s historical net losses. The change in valuation allowance for the year ended December 31, 2016 is an increase of $1,348,000 . We and our subsidiary file federal and state tax returns on a consolidated basis. During 2013, we determined that an “ownership change” had 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. If additional ownership changes occur in the future, the use of the NOL carryforwards could be subject to further limitation. At December 31, 2015 we had federal NOL carryforwards of $27,417,000 available to offset future federal taxable income which expire in various amounts from 2017 through 2035. At December 31, 2016 , we had federal NOL carryforwards of $30,558,000 available to offset future federal taxable income which expire in various amounts from 2018 through 2036. The Company also has various state NOL carryforwards. The determination of the state NOL carryforwards is dependent upon apportionment percentages and state laws that can change from year to year and impact the amount of such carryforwards. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return, in accordance with ASC Topic 740 “ Income Taxes” (“ASC 740”), which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, that have been recorded on the Company’s consolidated financial statements for the years ended December 31, 2016 and 2015 . The Company does no t 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, 2016 and 2015 . The federal and state tax returns for the years ending December 31, 2015, 2014 and 2013 are currently open and the tax return for the year ended December 31, 2016 will be filed by September 2017. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
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. Company contributions to the 401(k) plan for the years ended December 31, 2016 and 2015 were $82,000 and $109,000 , respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company provided video collaboration and network services to ABM Industries, Inc. (“ABM”). James S. Lusk, who serves on the Board of Directors for the Company, was an officer of ABM from 2007 until April 2015. Revenues from ABM were $45,000 for the four months ended April 30, 2015. The Company purchased technology consulting services during 2016 from Nectar Services Corporation, (“Nectar”). David Giangano, who serves on the Board of Directors for the Company, is an officer of Nectar. Related party consulting fees of $11,000 were paid to Nectar during the year ended December 31, 2016 . There were no outstanding payables due to Nectar as of December 31, 2016 . As of December 31, 2016 , Peter Holst, the Company’s President and CEO and a prior stockholder of Affinity, held a 27% interest in the SRS Note, which was issued to SRS on behalf of the prior stockholder of Affinity in October 2012. See Note 7 for a description of the terms of the SRS Note. As of December 31, 2016 , Main Street owns 7,711,517 shares, or 21% , of the Company’s common stock. Main Street is the Company’s senior debt lender (see Note 7). 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 in accordance with the Company’s Code of Business Conduct and Ethics. |
Business Description and Sign26
Business Description and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Glowpoint and our 100% -owned subsidiary, 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. |
Reclassification | Reclassification Certain prior year amounts have been reclassified to conform with the current year presentation. |
Use of Estimates | Use of Estimates Preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) 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 and regulatory fees, stock-based compensation, the valuation of goodwill, the valuation 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. |
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. |
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, and presented as required by ASC Topic 605 “ Revenue Recognition”. Revenues derived from other sources are recognized when services are provided or events occur. |
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. |
Impairment of Long-Lived Assets and Intangible Assets | Impairment of Long-Lived Assets and Intangible Assets The Company assesses the impairment of long-lived assets used in operations, primarily fixed assets and purchased intangible assets subject to amortization when events and circumstances indicate that the carrying value of the assets might not be recoverable. For purposes of evaluating the recoverability of fixed 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. Fair value of our intangible assets is determined using the relief from royalty methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each intangible asset and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each intangible asset. If the carrying amount of the intangible asset is greater than its implied fair value, an impairment in the amount of the excess is recognized and charged to operations. The determination of related estimated useful lives and whether or not these assets are impaired involves significant judgments, related primarily to the future profitability and/or future value of the assets. Changes in the Company’s strategic plan and/or other-than-temporary changes in market conditions could significantly impact these judgments and could require adjustments to recorded asset balances. Long-lived assets are evaluated for impairment at least annually, as well as whenever an event or change in circumstances has occurred that could have a significant adverse effect on the fair value of long-lived assets (see Note 6). |
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. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs 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 than not that all or some portion of the deferred tax asset will not be realized. |
Stock-based Compensation | Stock-based Compensation Stock-based awards have been accounted for as required by ASC Topic 718 “Compensation – Stock Compensation” (“ASC Topic 718”). Under ASC Topic 718 stock-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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU 2014-09, “ Revenue from Contracts with Customers” (Subtopic 606), which supersedes most existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We continue to evaluate the impact of the pending adoption of ASU 2014-09 on our consolidated financial statements and believe that the Company will use the retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption. The Company has commenced analysis of our revenue streams and the application of the standard. Management does not expect the adoption of ASU 2014-09 to have a material impact on our financial statements and disclosures. In November 2015, the FASB issued ASU 2015-17, “ Income Taxes ” (Subtopic 740). The amendments in this update require deferred tax liabilities and assets be classified as non-current regardless of the classification of the underlying assets and liabilities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016. Earlier application is permitted. Management does not expect the adoption of ASU 2015-17 to have a material impact on our financial statements and disclosures. In February 2016, the FASB created Topic 842 and issued ASU 2016-02, “ Leases ”. The guidance in this update supersedes Topic 840, “ Leases ”. This ASU requires lessees to recognize a right-of-use assets and a lease liability, initially measured at the present value of the lease payments on the balance sheet. For public companies, the amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. Management is currently evaluating the impact of the adoption of ASU 2016-02 on our financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation ” (Subtopic 718). The guidance in this update includes amendments that require excess tax benefits or deficiencies resulting from share-based payments be recognized in the income statement as a component of the provision for income taxes, whereas previously these were recognized within additional paid-in capital. Further, the new guidance provides an accounting policy election to account for forfeitures as they occur. The new standard also amends the presentation of employee share-based payment related items in the statement of cash flows by requiring that: (i) excess tax benefits be classified as cash inflows provided by operating activities, and (ii) cash paid to taxing authorities arising from the withholding of shares from employees be classified as cash outflows used in financing activities. For public companies, the amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for any interim or annual period. Management does not expect the adoption of ASU 2016-09 to have a material impact on our financial statements and disclosures. In August 2016, the FASB issued ASU 2016-09, “ Statement of Cash Flows-Classification of Certain Cash Receipts and Cash Payments” (Subtopic 230). This guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The amendment addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. These updates are effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods, with early adoption permitted. The guidance should be applied retrospectively unless it is impractical to do so; in which case, the guidance should be applied prospectively as of the earliest date practicable. Management is currently evaluating the impact of the adoption of ASU 2016-09 on our financial statements and disclosures. In November 2016, the FASB issued ASU 2016-18, “ Statement of Cash Flows-Restricted Cash ” (Subtopic 230). These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. The amendments do not provide definition of restricted cash or restricted cash equivalents. Effective date for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. Management does not expect the adoption of ASU 2016-18 to have any impact on our financial statements and disclosures, as restricted cash is currently included in the change of cash on the statement of cash flows. In January 2017, the FASB issued ASU 2017-04, “ Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment ” (Subtopic 350). This guidance simplifies the accounting for goodwill impairment by removal of Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. For public companies, the standard will be effective for calendar year-end December 15, 2020. Earlier adoption is permitted for any impairment test performed after January 1, 2017. Management is currently evaluating the impact of the adoption of ASU 2017-04 on our financial statements and disclosures. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2016 2015 Estimated Useful Life Network equipment and software $ 10,588 $ 10,767 3 to 5 Years Computer equipment and software 3,059 3,190 3 to 4 Years Leasehold improvements 87 87 (*) Office furniture and equipment 269 309 5 to 10 Years 14,003 14,353 Accumulated depreciation and amortization (11,800 ) (11,367 ) Property and equipment, net $ 2,203 $ 2,986 (*) – Amortized 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, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): December 31, 2016 2015 Estimated Useful Life Customer relationships $ 4,335 $ 4,335 5 Years Affiliate network 994 994 12 Years Trademarks 548 548 8 Years 5,877 5,877 Accumulated amortization (4,568 ) (3,699 ) Intangible assets, net $ 1,309 $ 2,178 |
Schedule of Future Amortization Expense | Amortization expense for each of the next five succeeding years will be as follows (in thousands): 2017 $ 683 2018 127 2019 127 2020 113 2021 69 Thereafter 190 Total $ 1,309 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Debt consisted of the following (in thousands): December 31, 2016 2015 Main Street Term Loan, net of unamortized debt discount based on imputed interest rate of 12%; $123 at December 31, 2016 and $192 at December 31, 2015. $ 8,877 $ 8,808 SRS Note, net of unamortized debt discount based on imputed interest rate of 15%; $2 at December 31, 2016 and $5 at December 31, 2015. 1,783 1,780 Main Street Revolver — 400 Total 10,660 10,988 Less current maturities (10,660 ) (400 ) Long-term debt, net of current portion $ — $ 10,588 |
Schedule of Maturities of Long-term Debt | Future maturities of debt are estimated as follows (in thousands): Main Street Term Loan SRS Note Total 2017 $ — $ 1,785 $ 1,785 2018 9,000 — 9,000 $ 9,000 $ 1,785 $ 10,785 |
Prepaid Expenses and Other Cu30
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2016 2015 Prepaid insurance $ 321 $ 145 Prepaid software licenses 214 96 Prepaid network costs 162 — Other prepaid expenses 125 159 Prepaid maintenance contracts 84 117 Prepaid taxes 72 — Due from vendors — 36 Prepaid expenses and other current assets $ 978 $ 553 |
Accrued Expenses and Other Li31
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2016 2015 Accrued interest expense $ 658 $ 332 Accrued compensation costs 133 252 Accrued communication costs 111 180 Customer deposits 93 179 Deferred rent expense 71 89 Accrued professional fees 68 133 Deferred revenue 25 105 Other accrued expenses 6 222 Accrued expenses and other liabilities $ 1,165 $ 1,492 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Options Granted, Exercised, Expired and Forfeited | A summary of stock options granted, exercised, expired and forfeited under our plans and options outstanding as of, and changes made during, the year s ended December 31, 2016 and 2015 (options in thousands): Outstanding Exercisable Number of Options Weighted Number of Options Weighted Options outstanding, December 31, 2014 1,350 $ 2.02 729 $ 2.05 Granted — — Exercised — — Expired (70 ) 2.11 Forfeited (11 ) 5.43 Options outstanding, December 31, 2015 1,269 $ 1.98 960 $ 1.99 Granted — — Exercised — — Expired (15 ) 1.52 Forfeited (32 ) 1.83 Options outstanding, December 31, 2016 1,222 $ 1.99 1,198 $ 1.99 |
Shares Outstanding and Exercisable, By Exercise Price Range | Additional information as of December 31, 2016 is as follows (options in thousands): Outstanding Exercisable Range of price Number of Options Weighted Average Remaining Contractual Life (In Years) Weighted Average Exercise Price Number of Options Weighted Average Exercise Price $0.90 – $1.44 58 5.79 $ 0.94 58 $ 0.94 $1.45 – $1.96 113 5.79 1.55 107 1.55 $1.97 – $2.04 881 6.01 1.98 863 1.98 $2.05 – $2.60 69 4.20 2.25 69 2.25 $2.61 – $3.02 101 5.16 3.02 101 3.02 1,222 5.81 $ 1.99 1,198 $ 1.99 |
Schedule of Nonvested Share Activity | A summary of unvested options as of, and changes during the years ended December 31, 2016 and 2015 , is presented below (options in thousands): Options Weighted Average Grant Date Fair Value Unvested options outstanding, December 31, 2014 621 $ 1.51 Granted — — Vested (302 ) 1.51 Forfeited (10 ) 2.04 Unvested options outstanding, December 31, 2015 309 $ 1.49 Granted — — Vested (285 ) 1.50 Forfeited — — Unvested options outstanding, December 31, 2016 24 $ 1.41 |
Schedule of Compensation Expense | Stock-based compensation expense relating to stock option awards is allocated as follows (in thousands): Year Ended December 31, 2016 2015 General and administrative $ 361 $ 386 $ 361 $ 386 |
Restricted Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity | A summary of restricted stock granted, vested, forfeited and unvested outstanding as of, and changes made during, the years ended December 31, 2016 and 2015 , is presented below (shares in thousands): Restricted Shares Weighted Average Unvested restricted shares outstanding, December 31, 2014 641 $ 1.61 Granted 0 — Vested (241 ) 1.62 Forfeited (139 ) 1.66 Unvested restricted shares outstanding, December 31, 2015 261 $ 1.58 Granted 170 0.55 Vested (68 ) 1.67 Forfeited — — Unvested restricted shares outstanding, December 31, 2016 363 $ 1.08 |
Schedule of Compensation Expense | Stock-based compensation expense relating to restricted stock awards is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 7 $ (17 ) Research and development 5 (1 ) Sales and marketing — (40 ) General and administrative 149 80 $ 161 $ 22 |
Stock options outstanding | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Nonvested Share Activity | A summary of restricted stock units granted, vested, forfeited and unvested outstanding as of, and changes made during, the years ended December 31, 2016 and 2015 , is presented below (shares in thousands): Restricted Stock Units Weighted Average Unvested restricted stock units outstanding, December 31, 2014 — $ — Granted 2,969 1.02 Vested — — Forfeited (805 ) 1.04 Unvested restricted stock units outstanding, December 31, 2015 2,164 1.02 Granted 2,261 0.43 Vested (387 ) 0.92 Forfeited (842 ) 1.00 Unvested restricted stock units outstanding, December 31, 2016 3,196 $ 0.62 |
Schedule of Compensation Expense | Stock-based compensation expense relating to restricted stock units is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Cost of revenue $ 35 $ 11 Research and development 39 13 Sales and marketing 8 6 General and administrative 325 375 $ 407 $ 405 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share, Basic and Diluted | The following table sets forth the computation of the Company’s basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, Numerator: 2016 2015 Net loss $ (3,533 ) $ (2,143 ) Less: preferred stock dividends 12 18 Net loss attributable to common stockholders $ (3,545 ) $ (2,161 ) Denominator: Weighted-average number of shares of common stock for basic and diluted net loss per share 35,611 35,442 Basic and diluted net loss per share $ (0.10 ) $ (0.06 ) |
Schedule of Potential Shares of Common Stock Excluded from Diluted Weighted Average Shares | The following table represents the potential shares that were excluded from the computation of weighted-average number of shares of common stock in computing the diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Year Ended December 31, 2016 2015 Unvested restricted stock units 3,196 2,164 Vested restricted stock units 387 — Stock options outstanding 1,222 1,269 Unvested restricted stock awards 363 261 Shares of common stock issuable upon conversion of Series A-2 preferred stock 79 79 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2017 $ 301 2018 308 2019 88 2020 23 $ 720 |
Geographical Data (Tables)
Geographical Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographical Areas | For the years ended December 31, 2016 and 2015 , there was no material revenue attributable to any individual foreign country. Revenue by geographic area is allocated as follows (in thousands): Year Ended December 31, 2016 2015 Domestic $ 17,412 $ 23,470 Foreign 1,806 2,071 $ 19,218 $ 25,541 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax (Benefit) Expense | The following table sets forth the components of income tax (benefit) expense (in thousands): Year Ended December 31, 2016 2015 Current: State $ — $ 3 — 3 Deferred: Federal (73 ) 154 State (6 ) 13 (79 ) 167 Income tax (benefit) expense $ (79 ) $ 170 |
Schedule of Effective Income Tax Rate Reconciliation | Our effective tax rate differs from the statutory federal tax rate as shown in the following table (in thousands): Year Ended December 31, 2016 2015 U.S. federal income taxes at the statutory rate $ (1,264 ) $ (692 ) State taxes, net of federal effects (108 ) (53 ) Permanent differences 10 13 Impact of state tax rate change to deferred (36 ) 119 Expired net operating loss carry-forwards — 4,026 Prior year provision to actual adjustments (36 ) — Other 8 12 Change in valuation allowance 1,347 (3,255 ) Income tax (benefit) expense $ (79 ) $ 170 |
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 is presented below (in thousands): December 31, 2016 2015 Deferred tax assets: Tax benefit of operating loss carry forward $ 11,612 $ 10,385 Reserves and allowances 12 148 Accrued expenses 35 73 Charitable contributions 198 190 Stock-based compensation 1,098 846 Fixed assets 102 330 Texas margin tax temporary credit 239 246 Total deferred tax assets 13,296 12,218 Valuation allowance (13,192 ) (11,844 ) Net deferred tax assets $ 104 $ 374 Deferred tax liabilities: 481(a) adjustment $ — $ 2 Goodwill 230 309 Intangible amortization 104 372 Total deferred tax liabilities $ 334 $ 683 Net deferred tax liability $ (230 ) $ (309 ) |
Business Description and Sign37
Business Description and Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating segments | segment | 1 | |
Ownership percentage in subsidiary | 100.00% | |
Allowance for doubtful accounts | $ 32 | $ 45 |
Tangible Asset Impairment Charges | 76 | 138 |
Impairment charges | 675 | 138 |
Deferred financing costs | 125 | 197 |
Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized computer software, additions | 339 | 1,153 |
Amortization | 652 | 662 |
Tangible Asset Impairment Charges | 64 | 7 |
Revenue | ||
Property, Plant and Equipment [Line Items] | ||
Excise and sales taxes | 830 | 1,070 |
Cost of Revenue | ||
Property, Plant and Equipment [Line Items] | ||
Excise and sales taxes | $ 1,070 | $ 1,032 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Minimum | Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Maximum | Software and Software Development Costs | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 4 years | |
Up-front Payment Arrangement | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Deferred revenue, estimated recognition period | 12 months | |
Up-front Payment Arrangement | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Deferred revenue, estimated recognition period | 24 months |
Liquidity and Going Concern - N
Liquidity and Going Concern - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Oct. 17, 2016 | Mar. 01, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Cash | $ 1,140,000 | $ 1,764,000 | $ 1,938,000 | ||||
Working capital deficit | 8,589,000 | ||||||
Restricted cash | 18,000 | 242,000 | |||||
Net loss | 3,533,000 | 2,143,000 | |||||
Net cash provided by operating activities | 183,000 | 1,237,000 | |||||
Interest payments on indebtedness | $ 1,116,000 | 1,199,000 | |||||
Main Street Capital Corporation | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Common shares owned by stockholder (in shares) | 7,711,517 | ||||||
Common shares owned, stockholder, percentage | 21.00% | ||||||
Comerica Term Loan | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Quarterly principal payments, excess cash flow, percent | 50.00% | ||||||
SRS Note | Promissory Note | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Stated interest rate percentage | 15.00% | ||||||
Note payable, face value | $ 1,785,000 | ||||||
Debt instrument, covenant, cash balance repayment threshold (greater than) | 200.00% | ||||||
Interest payable | $ 565,000 | ||||||
SRS Note | Promissory Note | Scenario, Forecast | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Interest payable | $ 752,000 | ||||||
Term Loan | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Stated interest rate percentage | 12.00% | ||||||
Main Street Capital Corporation | Term Loan | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Revolving loan facility, maximum borrowing capacity | $ 11,000,000 | ||||||
Term loan, outstanding borrowings | 9,000,000 | ||||||
Line of credit facility, periodic payment, principal | 0 | $ 0 | |||||
Main Street Capital Corporation | Main Street Revolver | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Revolving loan facility, maximum borrowing capacity | 2,000,000 | $ 2,000,000 | |||||
Revolving loan facility, maximum borrowing capacity, not available during default | 2,000,000 | ||||||
Line of credit facility, periodic payment, principal | $ 400,000 | ||||||
Debt instrument, principal payment, excess cash flow | $ 244,000 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 9,225 | $ 9,825 |
Impairment loss | $ 600 |
Restricted Cash - Narrative (De
Restricted Cash - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $ 1,140 | $ 1,764 | $ 1,938 |
Restricted cash | $ 18 | $ 242 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 14,003 | $ 14,353 |
Accumulated depreciation and amortization | (11,800) | (11,367) |
Property and equipment, net | $ 2,203 | 2,986 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Network equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 10,588 | 10,767 |
Network equipment and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Network equipment and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 3,059 | 3,190 |
Computer equipment and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Computer equipment and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 4 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 87 | 87 |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Gross | $ 269 | $ 309 |
Office furniture and equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Office furniture and equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 1,090 | $ 1,366 |
Impairment charges, property and equipment | 76 | 138 |
Capitalized Software | ||
Property, Plant and Equipment [Line Items] | ||
Impairment charges, property and equipment | $ 64 | $ 7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Intangible assets, gross | $ 5,877 | $ 5,877 |
Accumulated amortization | (4,568) | (3,699) |
Total | 1,309 | 2,178 |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets, gross | 4,335 | 4,335 |
Accumulated amortization | $ (3,779) | |
Estimated Useful Life | 5 years | |
Affiliate network | ||
Business Acquisition [Line Items] | ||
Intangible assets, gross | $ 994 | 994 |
Accumulated amortization | $ (459) | |
Estimated Useful Life | 12 years | |
Trademarks | ||
Business Acquisition [Line Items] | ||
Intangible assets, gross | $ 548 | $ 548 |
Accumulated amortization | $ (330) | |
Estimated Useful Life | 8 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Impairment of intangible assets | $ 0 | |
Accumulated amortization | 4,568,000 | $ 3,699,000 |
Amortization expense | $ 869,000 | $ 869,000 |
Minimum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life | 5 years | |
Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life | 12 years | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life | 5 years | |
Accumulated amortization | $ 3,779,000 | |
Affiliate network | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life | 12 years | |
Accumulated amortization | $ 459,000 | |
Trademarks | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful life | 8 years | |
Accumulated amortization | $ 330,000 |
Intangible Assets - Schedule 45
Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 683 | |
2,018 | 127 | |
2,019 | 127 | |
2,020 | 113 | |
2,021 | 69 | |
Thereafter | 190 | |
Total | $ 1,309 | $ 2,178 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 10,660,000 | $ 10,988,000 |
Less current maturities | (10,660,000) | (400,000) |
Long-term debt, net of current portion | 0 | 10,588,000 |
SRS Note | Promissory Note | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 1,783,000 | $ 1,780,000 |
Debt instrument, imputed interest rate, percentage | 15.00% | 15.00% |
Debt instrument, unamortized discount | $ 2,000 | $ 5,000 |
Main Street Capital Corporation | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 8,877,000 | $ 8,808,000 |
Debt instrument, imputed interest rate, percentage | 12.00% | 12.00% |
Debt instrument, unamortized discount | $ 123,000 | $ 192,000 |
Main Street Capital Corporation | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 0 | $ 400,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2017 | Oct. 17, 2016 | Mar. 01, 2015 | |
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ 125,000 | $ 197,000 | ||||
Amortization of financing costs | $ 72,000 | 87,000 | ||||
Comerica Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Quarterly principal payments, excess cash flow, percent | 50.00% | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate percentage | 12.00% | |||||
Promissory Note | SRS Note | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate percentage | 15.00% | |||||
Debt instrument, covenant, cash balance repayment threshold | 200.00% | |||||
Note payable, face value | $ 1,785,000 | |||||
Interest payable, current and noncurrent | 565,000 | |||||
Promissory Note | SRS Note | Scenario, Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Interest payable, current and noncurrent | $ 752,000 | |||||
Promissory Note | SRS Note | Principal payment terms, period 1 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, periodic payment, principal | $ 50,000 | |||||
Debt instrument, additional periodic payment, principal, earnings benchmark, measurement period | 3 months | |||||
Debt covenant, additional principal payments, adjusted base EBITDA | $ 1,500,000 | |||||
Promissory Note | SRS Note | Principal payment terms, period 2 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, additional periodic payment, principal, earnings benchmark, measurement period | 6 months | |||||
Debt covenant, additional principal payments, adjusted base EBITDA | $ 3,000,000 | |||||
Debt covenant, additional principal payments, adjusted base EBITDA, percent | 40.00% | |||||
Main Street Capital Corporation | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Revolving loan facility, maximum borrowing capacity | $ 11,000,000 | |||||
Senior Notes | 9,000,000 | |||||
Total of periodic principal payments | 0 | 0 | ||||
Main Street Capital Corporation | Main Street Revolver | ||||||
Debt Instrument [Line Items] | ||||||
Revolving loan facility, maximum borrowing capacity | 2,000,000 | $ 2,000,000 | ||||
Revolving loan facility, maximum borrowing capacity, not available during default | 2,000,000 | |||||
Total of periodic principal payments | 400,000 | |||||
Proceeds from revolving credit facility | $ 0 | $ 613,000 | ||||
Debt instrument, principal payment, excess cash flow | $ 244,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 1,785 |
2,018 | 9,000 |
Long-term Debt | 10,785 |
Notes Payable, Other Payables | SRS Note | |
Debt Instrument [Line Items] | |
2,017 | 1,785 |
2,018 | 0 |
Long-term Debt | 1,785 |
Main Street Capital Corporation | Term Loan | |
Debt Instrument [Line Items] | |
2,017 | 0 |
2,018 | 9,000 |
Long-term Debt | $ 9,000 |
Prepaid Expenses and Other Cu49
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 321 | $ 145 |
Prepaid software licenses | 214 | 96 |
Prepaid network costs | 162 | 0 |
Other prepaid expenses | 125 | 159 |
Prepaid maintenance contracts | 84 | 117 |
Prepaid taxes | 72 | 0 |
Due from vendors | 0 | 36 |
Prepaid expenses and other current assets | $ 978 | $ 553 |
Accrued Sales Taxes and Regul50
Accrued Sales Taxes and Regulatory Fees - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued sales taxes and regulatory fees | $ 395 | $ 441 |
Accrued Expenses and Other Li51
Accrued Expenses and Other Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued interest expense | $ 658 | $ 332 |
Accrued compensation costs | 133 | 252 |
Accrued communication costs | 111 | 180 |
Customer deposits | 93 | 179 |
Deferred rent expense | 71 | 89 |
Accrued professional fees | 68 | 133 |
Deferred revenue | 25 | 105 |
Other accrued expenses | 6 | 222 |
Accrued expenses and other liabilities | $ 1,165 | $ 1,492 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Preferred shares authorized (in shares) | 7,500 | 7,500 |
Preferred shares issued (in shares) | 32 | 32 |
Preferred shares outstanding (in shares) | 32 | 32 |
Preferred stock Series A-2, convertible, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Accrued dividends | $ 47,000 | $ 36,000 |
Conversion price below this fair value of the common stock (in dollars per share) | $ 1.16 | |
Series A-2 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred shares authorized (in shares) | 5,000,000 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Stock issued for conversion of convertible preferred stock, shares (in shares) | 60,497 | |
Series B-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred shares authorized (in shares) | 100 | |
Preferred shares issued (in shares) | 0 | |
Preferred shares outstanding (in shares) | 0 | |
Series A-2 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred shares authorized (in shares) | 7,500 | |
Preferred shares issued (in shares) | 32 | |
Preferred shares outstanding (in shares) | 32 | |
Preferred stock Series A-2, convertible, par value (in dollars per share) | $ 7,500 | |
Stock issued during period, conversion of convertible securities, price (in dollars per share) | $ 2.9835 | |
Convertible preferred stock, shares issued upon conversion (in shares) | 2,514 | |
Adjustments to conversion price | $ 0 | |
Preferred stock, cumulative dividend percentage rate, per annum | 5.00% | |
Derivative liability | $ 0 | |
Series A-2 Preferred Stock | Series A-2 Preferred Stock | ||
Class of Stock [Line Items] | ||
Conversion of stock, shares converted (in shares) | 21 | |
Convertible preferred dividends, net of tax | $ 22,000 | |
Stock issued for conversion of convertible preferred stock, shares (in shares) | 21 | |
Series D Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred shares authorized (in shares) | 4,000 | |
Preferred shares issued (in shares) | 0 | |
Preferred shares outstanding (in shares) | 0 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 28, 2014 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of options granted (in shares) | 0 | 0 | ||
Number of options exercised (in shares) | 0 | 0 | ||
Options, intrinsic value, vested | $ 0 | $ 0 | ||
Options, intrinsic value, unvested | 0 | 0 | ||
Options, intrinsic value, exercised | 0 | 0 | ||
Stock-based compensation, tax benefit | 0 | 0 | ||
Compensation costs capitalized as part of the cost of an asset | 0 | $ 0 | ||
Additional Paid-In Capital | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Revision to allocated stock-based compensation expense | 110,000 | |||
Unvested Awards, Forfeited | Additional Paid-In Capital | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Revision to allocated stock-based compensation expense | 48,000 | |||
Performance-based Awards, Revised Estimates | Additional Paid-In Capital | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Revision to allocated stock-based compensation expense | $ 62,000 | |||
Stock Options | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of options granted (in shares) | 0 | 0 | ||
Number of stock options outstanding (in shares) | 1,222,000 | 1,269,000 | 1,350,000 | |
Number of options exercised (in shares) | 0 | 0 | ||
Unrecognized stock-based compensation expense for stock options | $ 18,000 | |||
Weighted average period for amortization of unrecognized stock-based compensation, stock options | 3 months | |||
Restricted Stock | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Unrecognized stock-based compensation expense for stock options | $ 233,000 | |||
Weighted average period for amortization of unrecognized stock-based compensation, stock options | 6 months | |||
Shares withheld and repurchased to satisfy tax obligations (in shares) | 68,000 | 241,000 | ||
Stock-based compensation expense in lieu of payment of cash bonus | $ 93,000 | |||
Granted, restricted shares (in shares) | 170,000 | 0 | ||
Stock-based compensation, cash bonus earned | $ 84,000 | |||
Unrecognized stock-based compensation expense, stock options, upon change in control, value | $ 155,000 | |||
Restricted Stock | Shares Withheld and Repurchased | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Shares withheld and repurchased to satisfy tax obligations (in shares) | 25,000 | |||
Tax obligations relating to the vesting of shares | $ 13,000 | |||
Stock options outstanding | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Unrecognized stock-based compensation expense for stock options | $ 1,526,000 | |||
Shares withheld and repurchased to satisfy tax obligations (in shares) | 387,000 | 0 | ||
Granted, restricted shares (in shares) | 2,261,000 | 2,969,000 | ||
Stock-based compensation arrangement, vested in period, remain outstanding (in shares) | 387,000 | |||
Time-based Restricted Stock Awards | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Unrecognized stock-based compensation expense for stock options | $ 78,000 | |||
Time-based Restricted Stock Units | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Unrecognized stock-based compensation expense for stock options | $ 445,000 | |||
Weighted average period for amortization of unrecognized stock-based compensation, stock options | 8 months | |||
Performance-based Restricted Stock Units | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Unrecognized stock-based compensation expense for stock options | $ 1,081,000 | |||
2014 Equity Incentive Plan | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of shares available for grant (in shares) | 648,000 | 4,400,000 | ||
Number of options granted (in shares) | 2,431,000 | 2,969,000 | ||
2007 Stock Incentive Plan | Stock Options | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of stock options outstanding (in shares) | 1,209,000 | |||
2007 Stock Incentive Plan | Restricted Stock | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of non-option equity instruments, outstanding (in shares) | 193,000 | |||
2000 Stock Incentive Plan | Stock Options | ||||
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | ||||
Number of stock options outstanding (in shares) | 13,000 |
Stock Based Compensation - Tab
Stock Based Compensation - Table Options Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Outstanding Number of Options, Granted (in shares) | 0 | 0 |
Outstanding Number of Options, Exercised (in shares) | 0 | 0 |
Stock Options | ||
Number of Options | ||
Outstanding Number of Options, Beginning (in shares) | 1,269,000 | 1,350,000 |
Outstanding Number of Options, Granted (in shares) | 0 | 0 |
Outstanding Number of Options, Exercised (in shares) | 0 | 0 |
Outstanding Number of Options, Expired (in shares) | (15,000) | (70,000) |
Outstanding Number of Options, Forfeited (in shares) | (32,000) | (11,000) |
Outstanding Number of Options, Ending (in shares) | 1,222,000 | 1,269,000 |
Weighted Average Exercise Price | ||
Outstanding Weighted Average Exercise Price, Beginning (in dollars per share) | $ 1.98 | $ 2.02 |
Outstanding Weighted Average Exercise Price, Granted (in dollars per share) | 0 | 0 |
Outstanding Weighted Average Exercise Price, Exercised (in dollars per share) | 0 | 0 |
Outstanding Weighted Average Exercise Price, Expired (in dollars per share) | 1.52 | 2.11 |
Outstanding Weighted Average Exercise Price, Forfeited (in dollars per share) | 1.83 | 5.43 |
Outstanding Weighted Average Exercise Price, Ending (in dollars per share) | $ 1.99 | $ 1.98 |
Exercisable | ||
Exercisable Number of Options, Beginning (in shares) | 960,000 | 729,000 |
Exercisable Number of Options, Ending (in shares) | 1,198,000 | 960,000 |
Exercisable Weighted Average Exercise Price, Beginning (in dollars per share) | $ 1.99 | $ 2.05 |
Exercisable Weighted Average Exercise Price, Ending (in dollars per share) | $ 1.99 | $ 1.99 |
Stock Based Compensation - Exer
Stock Based Compensation - Exercise Price Range (Details) - Stock Options - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of Options, Outstanding (in shares) | 1,222 | 1,269 | 1,350 |
Weighted Average Remaining Contractual Life (In Years) | 5 years 9 months 22 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.99 | $ 1.98 | $ 2.02 |
Number of Options, Exercisable (in shares) | 1,198 | 960 | 729 |
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 1.99 | $ 1.99 | $ 2.05 |
$0.90 – $1.44 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Range of price, lower range limit (in dollars per share) | 0.90 | ||
Range of price, upper range limit (in dollars per share) | $ 1.44 | ||
Number of Options, Outstanding (in shares) | 58 | ||
Weighted Average Remaining Contractual Life (In Years) | 5 years 9 months 15 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 0.94 | ||
Number of Options, Exercisable (in shares) | 58 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 0.94 | ||
$1.45 – $1.96 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Range of price, lower range limit (in dollars per share) | 1.45 | ||
Range of price, upper range limit (in dollars per share) | $ 1.96 | ||
Number of Options, Outstanding (in shares) | 113 | ||
Weighted Average Remaining Contractual Life (In Years) | 5 years 9 months 15 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.55 | ||
Number of Options, Exercisable (in shares) | 107 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 1.55 | ||
$1.97 – $2.04 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Range of price, lower range limit (in dollars per share) | 1.97 | ||
Range of price, upper range limit (in dollars per share) | $ 2.04 | ||
Number of Options, Outstanding (in shares) | 881 | ||
Weighted Average Remaining Contractual Life (In Years) | 6 years 4 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1.98 | ||
Number of Options, Exercisable (in shares) | 863 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 1.98 | ||
$2.05 – $2.60 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Range of price, lower range limit (in dollars per share) | 2.05 | ||
Range of price, upper range limit (in dollars per share) | $ 2.60 | ||
Number of Options, Outstanding (in shares) | 69 | ||
Weighted Average Remaining Contractual Life (In Years) | 4 years 2 months 12 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 2.25 | ||
Number of Options, Exercisable (in shares) | 69 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 2.25 | ||
$2.61 – $3.02 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Range of price, lower range limit (in dollars per share) | 2.61 | ||
Range of price, upper range limit (in dollars per share) | $ 3.02 | ||
Number of Options, Outstanding (in shares) | 101 | ||
Weighted Average Remaining Contractual Life (In Years) | 5 years 1 month 28 days | ||
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 3.02 | ||
Number of Options, Exercisable (in shares) | 101 | ||
Weighted Average Exercise Price, Exercisable (in dollars per share) | $ 3.02 |
Stock Based Compensation - Nonv
Stock Based Compensation - Nonvested Options (Details) - Stock Options - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options | ||
Nonvested options outstanding, Beginning (in shares) | 309 | 621 |
Nonvested options, Granted (in shares) | 0 | 0 |
Nonvested options, Vested (in shares) | (285) | (302) |
Nonvested options, Forfeited (in shares) | 0 | (10) |
Nonvested options outstanding, Ending (in shares) | 24 | 309 |
Weighted Average Grant Date Fair Value | ||
Nonvested options, Weighted Average Grant Date Fair Value, Beginning (in dollars per share) | $ 1.49 | $ 1.51 |
Nonvested options, Granted, Weighted Average Grant Date Fair Value (in dollars per share) | 0 | 0 |
Nonvested options, Vested, Weighted Average Grant Date Fair Value (in dollars per share) | 1.50 | 1.51 |
Nonvested options, Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | 0 | 2.04 |
Nonvested options, Weighted Average Grant Date Fair Value, Ending (in dollars per share) | $ 1.41 | $ 1.49 |
Stock Based Compensation - Tabl
Stock Based Compensation - Table Expense Allocation (Details) - Stock Options - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option compensation expense | $ 361 | $ 386 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option compensation expense | $ 361 | $ 386 |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock Activity (Details) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Shares | ||
Unvested restricted shares outstanding, Beginning (in shares) | 261 | 641 |
Granted, restricted shares (in shares) | 170 | 0 |
Vested, restricted shares (in shares) | (68) | (241) |
Forfeited, restricted shares (in shares) | 0 | (139) |
Unvested restricted shares outstanding, Ending (in shares) | 363 | 261 |
Weighted Average Grant Price | ||
Unvested restricted shares, weighted average grant price, Beginning (in dollars per share) | $ 1.58 | $ 1.61 |
Granted, weighted average grant price (in dollars per share) | 0.55 | 0 |
Vested, weighted average grant price (in dollars per share) | 1.67 | 1.62 |
Forfeited, weighted average grant price (in dollars per share) | 0 | 1.66 |
Unvested restricted shares, weighted average grant price, Ending (in dollars per share) | $ 1.08 | $ 1.58 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Compensation Expense, Restricted Stock (Details) - Restricted Stock - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | $ 161 | $ 22 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 7 | (17) |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 5 | (1) |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 0 | (40) |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | $ 149 | $ 80 |
Stock Based Compensation - Re60
Stock Based Compensation - Restricted Stock Unit Activity (Details) - Stock options outstanding - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Shares | ||
Unvested restricted shares outstanding, Beginning (in shares) | 2,164 | 0 |
Granted, restricted shares (in shares) | 2,261 | 2,969 |
Vested, restricted shares (in shares) | (387) | 0 |
Forfeited, restricted shares (in shares) | (842) | (805) |
Unvested restricted shares outstanding, Ending (in shares) | 3,196 | 2,164 |
Weighted Average Grant Price | ||
Unvested restricted shares, weighted average grant price, Beginning (in dollars per share) | $ 1.02 | $ 0 |
Granted, weighted average grant price (in dollars per share) | 0.43 | 1.02 |
Vested, weighted average grant price (in dollars per share) | 0.92 | 0 |
Forfeited, weighted average grant price (in dollars per share) | 1 | 1.04 |
Unvested restricted shares, weighted average grant price, Ending (in dollars per share) | $ 0.62 | $ 1.02 |
Stock Based Compensation - St61
Stock Based Compensation - Stock Compensation Expense, Restricted Stock Units (Details) - Stock options outstanding - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | $ 407 | $ 405 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 35 | 11 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 39 | 13 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | 8 | 6 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock compensation expense | $ 325 | $ 375 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016shares | |
Earnings Per Share [Abstract] | |
Antidilutive securities excluded from earnings per share computation (in shares) | 0 |
Unvested restricted shares excluded from earnings per share computation (in shares) | 0 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,533) | $ (2,143) |
Less: preferred stock dividends | 12 | 18 |
Net loss attributable to common stockholders | $ (3,545) | $ (2,161) |
Weighted-average number of shares of common stock for basic and diluted net loss per share (in shares) | 35,611 | 35,442 |
Basic and diluted net loss per share (in dollars per share) | $ (0.10) | $ (0.06) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 0 | |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 3,196,000 | 2,164,000 |
Vested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 387,000 | 0 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 1,222,000 | 1,269,000 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 363,000 | 261,000 |
Shares of common stock issuable upon conversion of Series A-2 preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share computation (in shares) | 79,000 | 79,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2016USD ($)$ / shares | Jul. 23, 2015USD ($) | Oct. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)facilityshares | Dec. 31, 2015USD ($)shares |
Long-term Purchase Commitment [Line Items] | |||||
Operating leases, number of facilities | facility | 2 | ||||
Operating lease payments | $ 287 | $ 342 | |||
Stock issued during period, value | $ (82) | ||||
General and administrative | |||||
Long-term Purchase Commitment [Line Items] | |||||
Stock-based expense | 204 | ||||
Common Stock | |||||
Long-term Purchase Commitment [Line Items] | |||||
Stock issued during period (in shares) | shares | 17,000 | ||||
UTC Associates Inc. vs Glowpoint Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payments for legal settlements | $ 325 | 325 | |||
UTC Associates Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Stock issued during period, value | $ 204 | ||||
Share price (in dollars per share) | $ / shares | $ 0.34 | ||||
UTC Associates Inc. | Common Stock | |||||
Long-term Purchase Commitment [Line Items] | |||||
Stock issued during period (in shares) | shares | 600,000 | 600,000 | |||
Stock issued during period, value | $ 204 | ||||
Monetary Damages, Unpaid Services | UTC Associates Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Loss contingency, damages sought, value | $ 2,107 | ||||
Monetary Damages, Breach of Alleged Guaranteed Minimum Provision | UTC Associates Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Loss contingency, damages sought, value | 1,107 | ||||
Monetary Damages, Breach of Alleged Exclusivity Provision | UTC Associates Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Loss contingency, damages sought, value | $ 1,000 | ||||
Colorado | Wells Fargo Bank | |||||
Long-term Purchase Commitment [Line Items] | |||||
Letters of credit outstanding, amount | $ 18 |
Commitments and Contingencies66
Commitments and Contingencies - Table Operating Lease Future Minimum Rental Commitment (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 301 |
2,018 | 308 |
2,019 | 88 |
2,020 | 23 |
Total | $ 720 |
Major Customers - Narrative (De
Major Customers - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($)customer | Dec. 31, 2015USD ($)customer | |
Concentration Risk [Line Items] | |||
Receivable due as of the bankruptcy filing date | $ 1,635 | $ 2,698 | |
Largest Customer | Largest Customer Filed Voluntary Petition, Chapter 11 Bankruptcy | Subsequent Event | |||
Concentration Risk [Line Items] | |||
Receivable due as of the bankruptcy filing date | $ 588 | ||
Receivable collected since bankruptcy filing date | $ 474 | ||
Customer Concentration Risk | Sales Revenue, Services, Net | |||
Concentration Risk [Line Items] | |||
Number of customers | customer | 2 | 2 | |
Customer Concentration Risk | Sales Revenue, Services, Net | Major Customer Number One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.00% | 12.00% | |
Customer Concentration Risk | Sales Revenue, Services, Net | Major Customer Number Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% | 10.00% | |
Customer Concentration Risk | Accounts Receivable | Major Customer Number One | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 44.00% | ||
Customer Concentration Risk | Accounts Receivable | Major Customer Number Two | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.00% |
Geographical Data - Narrative (
Geographical Data - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting [Abstract] | ||
Revenue attributable to individual foreign country | $ 0 | $ 0 |
Long lived assets located in domestic markets | 100.00% | 100.00% |
Geographical Data - Revenue by
Geographical Data - Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 19,218 | $ 25,541 |
Domestic | ||
Segment Reporting Information [Line Items] | ||
Revenue | 17,412 | 23,470 |
Foreign | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,806 | $ 2,071 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
State | $ 0 | $ 3 |
Current income tax expense (benefit) | 0 | 3 |
Deferred: | ||
Federal | (73) | 154 |
State | (6) | 13 |
Deferred income tax expense (benefit) | (79) | 167 |
Income tax (benefit) expense | $ (79) | $ 170 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
U.S. federal income taxes at the statutory rate | $ (1,264) | $ (692) |
State taxes, net of federal effects | (108) | (53) |
Permanent differences | 10 | 13 |
Impact of state tax rate change to deferred | (36) | 119 |
Expired net operating loss carry-forwards | 0 | 4,026 |
Prior year provision to actual adjustments | (36) | 0 |
Other | 8 | 12 |
Change in valuation allowance | 1,347 | (3,255) |
Income tax (benefit) expense | $ (79) | $ 170 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Tax benefit of operating loss carry forward | $ 11,612 | $ 10,385 |
Reserves and allowances | 12 | 148 |
Accrued expenses | 35 | 73 |
Charitable contributions | 198 | 190 |
Stock-based compensation | 1,098 | 846 |
Fixed assets | 102 | 330 |
Texas margin tax temporary credit | 239 | 246 |
Total deferred tax assets | 13,296 | 12,218 |
Valuation allowance | (13,192) | (11,844) |
Net deferred tax assets | 104 | 374 |
Deferred tax liabilities: | ||
481(a) adjustment | 0 | 2 |
Goodwill | 230 | 309 |
Intangible amortization | 104 | 372 |
Total deferred tax liabilities | 334 | 683 |
Net deferred tax liability | $ (230) | $ (309) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Decrease in valuation allowance | $ 1,348,000 | ||
Net operating loss carryforwards, permanent loss of tax benefit | $ 1,900,000 | ||
Net operating loss carryforwards | 30,558,000 | $ 27,417,000 | |
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 | |
Increase in unrecognized tax benefits in next twelve months | 0 | ||
Decrease in unrecognized tax benefits in next twelve months | $ 0 |
401(k) Plan - Narrative (Detail
401(k) Plan - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
401(k) plan, employer contributions | $ 82 | $ 109 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Dec. 31, 2016 | |
President and CEO | ||
Related Party Transaction [Line Items] | ||
Note payable, individual ownership percentage | 27.00% | |
Main Street Capital Corporation | ||
Related Party Transaction [Line Items] | ||
Common shares owned by stockholder (in shares) | 7,711,517 | |
Common shares owned, stockholder, percentage | 21.00% | |
ABM | Director | ||
Related Party Transaction [Line Items] | ||
Revenue, related parties | $ 45,000 | |
Nectar | Director | ||
Related Party Transaction [Line Items] | ||
Technology consulting fees paid, related party | $ 11,000 | |
Outstanding payables due to related party | $ 0 |