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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Glowpoint Inc | AMEX:GLOW | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.08 | 0 | 01:00:00 |
x
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended
September 30, 2012
.
|
¨
|
Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
77-0312442
(I.R.S. Employer Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
|
|
|
|
September 30,
2012 |
|
December 31,
2011 |
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
1,650
|
|
|
$
|
1,818
|
|
Accounts receivable, net of allowance for doubtful accounts of
$183 and $147
, respectively
|
2,896
|
|
|
2,520
|
|
||
Prepaid expenses and other current assets
|
367
|
|
|
330
|
|
||
Total current assets
|
4,913
|
|
|
4,668
|
|
||
Property and equipment, net
|
4,080
|
|
|
4,738
|
|
||
Other assets
|
247
|
|
|
59
|
|
||
Total assets
|
$
|
9,240
|
|
|
$
|
9,465
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Revolving loan facility
|
$
|
750
|
|
|
$
|
750
|
|
Current portion of capital lease
|
221
|
|
|
177
|
|
||
Accounts payable
|
1,361
|
|
|
1,382
|
|
||
Accrued expenses
|
569
|
|
|
1,024
|
|
||
Accrued sales taxes and regulatory fees
|
538
|
|
|
434
|
|
||
Customer deposits
|
164
|
|
|
139
|
|
||
Net current liabilities of discontinued operations
|
—
|
|
|
50
|
|
||
Deferred revenue
|
153
|
|
|
235
|
|
||
Total current liabilities
|
3,756
|
|
|
4,191
|
|
||
Long term liabilities:
|
|
|
|
||||
Capital lease, less current portion
|
261
|
|
|
334
|
|
||
Total long term liabilities
|
261
|
|
|
334
|
|
||
Total liabilities
|
4,017
|
|
|
4,525
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock Series B-1, non-convertible; $.0001 par value; $100,000 stated value; 100 shares authorized and 100 and 100 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively, liquidation value of $10,000
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Preferred stock Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized and 53 and 94 shares issued and outstanding at September 30, 2012 and December 31, 2011 recorded at fair value, respectively, and liquidation value of $396 and $704, respectively.
|
167
|
|
|
297
|
|
||
Common stock, $.0001 par value;150,000,000 shares authorized; 25,853,967 and 25,180,000 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
159,924
|
|
|
159,339
|
|
||
Accumulated deficit
|
(164,871
|
)
|
|
(164,699
|
)
|
||
Total stockholders’ equity
|
5,223
|
|
|
4,940
|
|
||
Total liabilities and stockholders’ equity
|
$
|
9,240
|
|
|
$
|
9,465
|
|
|
Nine Months Ended September 30
|
|
Three Months Ended September 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Revenue
|
$
|
20,107
|
|
|
$
|
20,764
|
|
|
$
|
6,561
|
|
|
$
|
6,829
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Network and infrastructure
|
6,297
|
|
|
7,156
|
|
|
2,076
|
|
|
2,273
|
|
||||
Global managed services
|
5,262
|
|
|
5,671
|
|
|
1,801
|
|
|
1,798
|
|
||||
Sales and marketing
|
2,954
|
|
|
2,627
|
|
|
1,090
|
|
|
803
|
|
||||
General and administrative
|
4,384
|
|
|
4,180
|
|
|
1,732
|
|
|
1,492
|
|
||||
Depreciation and amortization
|
1,301
|
|
|
981
|
|
|
436
|
|
|
408
|
|
||||
Total operating expenses
|
20,198
|
|
|
20,615
|
|
|
7,135
|
|
|
6,774
|
|
||||
Income (loss) from operations
|
(91
|
)
|
|
149
|
|
|
(574
|
)
|
|
55
|
|
||||
Interest and other expense:
|
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
43
|
|
|
47
|
|
|
14
|
|
|
15
|
|
||||
Amortization of deferred financing costs
|
33
|
|
|
46
|
|
|
4
|
|
|
15
|
|
||||
Total interest and other expense, net
|
76
|
|
|
93
|
|
|
18
|
|
|
30
|
|
||||
Income (loss) from continuing operations
|
(167
|
)
|
|
56
|
|
|
(592
|
)
|
|
25
|
|
||||
Income from discontinued operations
|
—
|
|
|
29
|
|
|
—
|
|
|
11
|
|
||||
Income (loss) before provision for income taxes
|
(167
|
)
|
|
85
|
|
|
(592
|
)
|
|
36
|
|
||||
Provision for income taxes
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss) income
|
$
|
(172
|
)
|
|
$
|
85
|
|
|
$
|
(592
|
)
|
|
$
|
36
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic net income (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted net income (loss) per share
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
24,441
|
|
|
21,590
|
|
|
24,556
|
|
|
23,324
|
|
||||
Diluted
|
24,441
|
|
|
22,643
|
|
|
24,556
|
|
|
24,396
|
|
|
Series B-1 Preferred Stock
|
|
Series A-2 Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid In Capital
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||||||
Balance at January 1, 2012
|
100
|
|
|
$
|
10,000
|
|
|
94
|
|
|
$
|
297
|
|
|
25,180
|
|
|
$
|
3
|
|
|
$
|
159,339
|
|
|
$
|
(164,699
|
)
|
|
$
|
4,940
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
(172
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
—
|
|
|
448
|
|
||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeiture of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Preferred stock conversion
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(130
|
)
|
|
102
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
—
|
|
||||||
Exercise of options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Balance at September 30, 2012
|
100
|
|
|
$
|
10,000
|
|
|
53
|
|
|
$
|
167
|
|
|
25,854
|
|
|
$
|
3
|
|
|
$
|
159,924
|
|
|
$
|
(164,871
|
)
|
|
$
|
5,223
|
|
|
Nine Months Ended September 30
|
||||||
|
2012
|
|
2011
|
||||
Cash flows from Operating Activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(172
|
)
|
|
$
|
85
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,301
|
|
|
981
|
|
||
Bad debt expense
|
122
|
|
|
44
|
|
||
Amortization of deferred financing costs
|
33
|
|
|
46
|
|
||
Loss on disposal of equipment
|
12
|
|
|
1
|
|
||
Stock-based compensation
|
448
|
|
|
181
|
|
||
Increase (decrease) attributable to changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(498
|
)
|
|
7
|
|
||
Prepaid expenses and other current assets
|
(37
|
)
|
|
(20
|
)
|
||
Other assets
|
(22
|
)
|
|
(38
|
)
|
||
Accounts payable
|
(21
|
)
|
|
(744
|
)
|
||
Accrued expenses, sales taxes and regulatory fees
|
(352
|
)
|
|
(423
|
)
|
||
Customer deposits
|
25
|
|
|
(92
|
)
|
||
Deferred revenue
|
(82
|
)
|
|
24
|
|
||
Net cash provided by operating activities – continuing operations
|
757
|
|
|
52
|
|
||
Net cash (used in) provided by operating activities - discontinued operations
|
(50
|
)
|
|
65
|
|
||
Net cash provided by operating activities
|
707
|
|
|
117
|
|
||
Cash flows from Investing Activities:
|
|
|
|
||||
Proceeds from sale of equipment
|
11
|
|
|
—
|
|
||
Purchases of property and equipment
|
(547
|
)
|
|
(793
|
)
|
||
Net cash used in investing activities
|
(536
|
)
|
|
(793
|
)
|
||
Cash flows from Financing Activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
7
|
|
|
—
|
|
||
Principal payments for capital lease
|
(147
|
)
|
|
—
|
|
||
Costs related to debt issuance
|
(199
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(339
|
)
|
|
—
|
|
||
Decrease in cash and cash equivalents
|
(168
|
)
|
|
(676
|
)
|
||
Cash at beginning of period
|
1,818
|
|
|
2,035
|
|
||
Cash at end of period
|
$
|
1,650
|
|
|
$
|
1,359
|
|
|
|
|
|
||||
Supplement disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
43
|
|
|
$
|
47
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Settlement of liabilities with restricted stock and stock options
|
$
|
—
|
|
|
$
|
51
|
|
Property and equipment purchased with common stock
|
$
|
—
|
|
|
$
|
1,580
|
|
Acquisition of network equipment under capital lease
|
$
|
120
|
|
|
$
|
512
|
|
Preferred stock conversion
|
$
|
130
|
|
|
$
|
3,057
|
|
|
Nine Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
Risk free interest rate
|
0.9%
|
|
2.0%
|
|
0.6%
|
|
1.5%
|
Expected option lives
|
5 years
|
|
5 years
|
|
5 years
|
|
5 years
|
Expected volatility
|
111.0%
|
|
117.3%
|
|
107.8%
|
|
116.1%
|
Estimated forfeiture rate
|
10%
|
|
10%
|
|
10%
|
|
10%
|
Expected dividend yields
|
—
|
|
—
|
|
—
|
|
—
|
Weighted average grant date fair value of options
|
$2.30
|
|
$1.84
|
|
$1.51
|
|
$1.67
|
|
Outstanding
|
|
Exercisable
|
|||||||||
|
Number of Options
|
|
Weighted
Average Exercise Price |
|
Number of Options
|
|
Weighted
Average Exercise Price |
|||||
Options outstanding, January 1, 2012
|
750
|
|
$
|
2.90
|
|
|
570
|
|
$
|
3.12
|
|
|
Granted
|
1,210
|
|
|
3.20
|
|
|
|
|
|
|||
Exercised
|
(5
|
)
|
|
1.70
|
|
|
|
|
|
|||
Expired
|
(11
|
)
|
|
7.61
|
|
|
|
|
|
|||
Forfeited
|
(180
|
)
|
|
3.03
|
|
|
|
|
|
|||
Options outstanding, September 30, 2012
|
1,764
|
|
|
$
|
3.07
|
|
|
608
|
|
$
|
2.92
|
|
|
Nine Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Global managed services
|
$
|
8
|
|
|
$
|
35
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
Sales and marketing
|
4
|
|
|
8
|
|
|
—
|
|
|
(2
|
)
|
||||
General and administrative
|
143
|
|
|
16
|
|
|
63
|
|
|
—
|
|
||||
|
$
|
155
|
|
|
$
|
59
|
|
|
$
|
65
|
|
|
$
|
(5
|
)
|
|
Restricted Shares
|
|
Weighted Average
Grant Price |
|||
Unvested restricted shares outstanding, January 1, 2012
|
836
|
|
|
$
|
2.15
|
|
Granted
|
827
|
|
|
2.66
|
|
|
Vested
|
(105
|
)
|
|
2.10
|
|
|
Forfeited
|
(260
|
)
|
|
2.37
|
|
|
Unvested restricted shares outstanding, September 30, 2012
|
1,298
|
|
|
$
|
2.44
|
|
|
Nine Months Ended September 30,
|
|
Three Months Ended September 30,
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Global managed services
|
$
|
27
|
|
|
$
|
23
|
|
|
$
|
11
|
|
|
$
|
5
|
|
Sales and marketing
|
47
|
|
|
16
|
|
|
17
|
|
|
7
|
|
||||
General and administrative
|
219
|
|
|
83
|
|
|
136
|
|
|
27
|
|
||||
|
$
|
293
|
|
|
$
|
122
|
|
|
$
|
164
|
|
|
$
|
39
|
|
•
|
Revenue for Managed Services Combined, which represents subscription (monitoring and management) services generally tied to contracts of 12 months or more and usage based collaboration services, increased
|
•
|
Revenue for network services, which represents network sales and related services generally tied to contracts of 12 months or more, decreased
9.8%
to
$9,168,000
and
8.7%
to
$2,998,000
in the 2012 Period and 2012 Quarter, respectively. Revenue for network services accounted for
45.6%
of total revenue in the 2012 Period compared to
48.9%
for the 2011 Period. The decrease in revenue for network services was primarily attributable to customers disconnecting or transitioning to managed service in their portfolio of Glowpoint services. The trends in the economy, the commoditization of IP networking, along with the availability of converged networking services such that end users can purchase one network and use for all their unified communications applications to include video, have all contributed to the decline in these revenues for Glowpoint. We believe our network service revenue will continue to decline in the current year, although at a slower pace than the previous year.
|
•
|
Revenue for professional and other services, which represent non-recurring services, decreased
1.9%
to
$1,234,000
in the 2012 Period and increased
6.3%
to
$359,000
in the 2012 Quarter. Revenue for professional and other services accounted for
6.1%
of revenue in the 2012 Period compared to
6.1%
for the 2011 Period. The decrease in revenue for professional and other services in the 2012 Quarter was primarily attributable to a lower number of special projects for our wholesale partners.
|
|
Nine Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Income (loss) from continuing operations
|
$
|
(167
|
)
|
|
$
|
56
|
|
|
$
|
(592
|
)
|
|
$
|
25
|
|
Depreciation and amortization
|
1,301
|
|
|
981
|
|
|
436
|
|
|
408
|
|
||||
Amortization of financing costs
|
33
|
|
|
46
|
|
|
4
|
|
|
15
|
|
||||
Interest expense
|
43
|
|
|
47
|
|
|
14
|
|
|
15
|
|
||||
EBITDA
|
1,210
|
|
|
1,130
|
|
|
(138
|
)
|
|
463
|
|
||||
Stock-based compensation
|
448
|
|
|
181
|
|
|
229
|
|
|
34
|
|
||||
Severance
|
—
|
|
|
351
|
|
|
—
|
|
|
340
|
|
||||
Acquisition costs
|
480
|
|
|
—
|
|
|
480
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
2,138
|
|
|
$
|
1,662
|
|
|
$
|
571
|
|
|
$
|
837
|
|
10.1
|
Agreement and Plan of Merger dated August 12, 2012 (filed as an exhibit to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2012, and incorporated herein by reference)
|
10.2
|
Employment Agreement between Glowpoint, Inc. and Steven B. Peri, dated as of August 15, 2012 (filed as an exhibit to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2012, and incorporated herein by reference)
|
10.3
|
Employment Agreement between Glowpoint, Inc. and Alp Tolga Sakman, dated as of August 22, 2012
(filed as an exhibit to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2012, and incorporated herein by reference)
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
32.1*
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS**
|
XBRL Instance Document
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
GLOWPOINT, INC.
|
Date: November 8, 2012
|
By:
/s/ Joseph Laezza
|
|
Joseph Laezza, Chief Executive Officer
(principal executive officer)
|
Date: November 8, 2012
|
By:
/s/ Tolga Sakman
|
|
Tolga Sakman, Chief Financial Officer
(principal financial and accounting officer)
|
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