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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
June 30, 2014
.
|
¨
|
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
|
PART I - FINANCIAL INFORMATION
|
|
|
Item 1. Financial Statements
|
||
|
Condensed Consolidated Balance Sheets at June 30, 2014 (unaudited) and December 31, 2013
|
|
|
Unaudited Condensed Consolidated Statements of Operations for the six and three months ended June 30, 2014 and 2013
|
|
|
Unaudited Condensed Consolidated Statement of Stockholders' Equity for the six months ended June 30, 2014
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013
|
|
|
Notes to unaudited Condensed Consolidated Financial Statements
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
||
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
||
Item 4. Controls and Procedures
|
||
|
|
|
PART II - OTHER INFORMATION
|
|
|
Item 1. Legal Proceedings
|
||
Item 1A. Risk Factors
|
||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
||
Item 3. Defaults Upon Senior Securities
|
||
Item 4. Mine Safety Disclosures
|
||
Item 5. Other Information
|
||
Item 6. Exhibits
|
||
Signatures
|
|
June 30,
2014 |
|
December 31, 2013
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
2,101
|
|
|
$
|
2,294
|
|
Accounts receivable, net
|
3,603
|
|
|
4,077
|
|
||
Prepaid expenses and other current assets
|
582
|
|
|
404
|
|
||
Total current assets
|
6,286
|
|
|
6,775
|
|
||
Property and equipment, net
|
3,192
|
|
|
2,867
|
|
||
Goodwill
|
9,825
|
|
|
9,825
|
|
||
Intangibles, net
|
5,369
|
|
|
5,998
|
|
||
Other assets
|
327
|
|
|
421
|
|
||
Total assets
|
$
|
24,999
|
|
|
$
|
25,886
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
197
|
|
|
$
|
950
|
|
Current portion of capital lease obligations
|
116
|
|
|
217
|
|
||
Accounts payable
|
2,190
|
|
|
1,885
|
|
||
Accrued expenses and other liabilities
|
1,906
|
|
|
2,277
|
|
||
Accrued dividends
|
30
|
|
|
20
|
|
||
Accrued sales taxes and regulatory fees
|
452
|
|
|
590
|
|
||
Total current liabilities
|
4,891
|
|
|
5,939
|
|
||
Long term liabilities:
|
|
|
|
||||
Capital lease obligations, net of current portion
|
13
|
|
|
43
|
|
||
Long term debt, net of current portion
|
10,885
|
|
|
10,235
|
|
||
Total long term liabilities
|
10,898
|
|
|
10,278
|
|
||
Total liabilities
|
15,789
|
|
|
16,217
|
|
||
Commitments and contingencies (see Note 11)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, Series A-2, convertible; $.0001 par value; $7,500 stated value; 7,500 shares authorized, 53 shares issued and outstanding and liquidation preference of $396 at June 30, 2014 and December 31, 2013
|
167
|
|
|
167
|
|
||
Common stock, $.0001 par value;150,000,000 shares authorized; 35,654,000 shares issued and 35,614,000 shares outstanding at June 30, 2014 and 35,306,000 shares issued and outstanding at December 31, 2013
|
4
|
|
|
4
|
|
||
Treasury stock, 40,000 and 0 shares at June 30, 2014 and December 31, 2013, respectively
|
(66
|
)
|
|
—
|
|
||
Additional paid-in capital
|
177,797
|
|
|
177,357
|
|
||
Accumulated deficit
|
(168,692
|
)
|
|
(167,859
|
)
|
||
Total stockholders’ equity
|
9,210
|
|
|
9,669
|
|
||
Total liabilities and stockholders’ equity
|
$
|
24,999
|
|
|
$
|
25,886
|
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
16,449
|
|
|
$
|
17,240
|
|
|
$
|
8,468
|
|
|
$
|
8,736
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation and amortization)
|
9,694
|
|
|
9,843
|
|
|
4,824
|
|
|
4,886
|
|
||||
Research and development
|
459
|
|
|
408
|
|
|
293
|
|
|
173
|
|
||||
Sales and marketing
|
1,743
|
|
|
2,066
|
|
|
918
|
|
|
997
|
|
||||
General and administrative
|
3,320
|
|
|
4,798
|
|
|
1,410
|
|
|
1,711
|
|
||||
Depreciation and amortization
|
1,354
|
|
|
1,458
|
|
|
666
|
|
|
700
|
|
||||
Total operating expenses
|
16,570
|
|
|
18,573
|
|
|
8,111
|
|
|
8,467
|
|
||||
Income (loss) from operations
|
(121
|
)
|
|
(1,333
|
)
|
|
357
|
|
|
269
|
|
||||
Interest and other expense:
|
|
|
|
|
|
|
|
||||||||
Interest expense and other, net
|
668
|
|
|
612
|
|
|
334
|
|
|
320
|
|
||||
Amortization of deferred financing costs
|
44
|
|
|
121
|
|
|
22
|
|
|
60
|
|
||||
Amortization of debt discount
|
—
|
|
|
69
|
|
|
—
|
|
|
39
|
|
||||
Total interest and other expense, net
|
712
|
|
|
802
|
|
356
|
|
|
419
|
||||||
Income (loss) before income taxes
|
(833
|
)
|
|
(2,135
|
)
|
|
1
|
|
|
(150
|
)
|
||||
Income tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (loss)
|
(833
|
)
|
|
(2,135
|
)
|
|
1
|
|
|
(150
|
)
|
||||
Preferred stock dividends
|
10
|
|
|
210
|
|
|
5
|
|
|
105
|
|
||||
Net loss attributable to common stockholders
|
$
|
(843
|
)
|
|
$
|
(2,345
|
)
|
|
$
|
(4
|
)
|
|
$
|
(255
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common stockholders per share:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
34,912
|
|
|
27,786
|
|
|
34,958
|
|
|
27,868
|
|
|
Series A-2 Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Additional Paid In Capital
|
|
Accumulated Deficit
|
|
Total
|
|||||||||||||||
Balance at December 31, 2013
|
53
|
|
|
$
|
167
|
|
|
35,306
|
|
|
$
|
4
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
177,357
|
|
|
$
|
(167,859
|
)
|
|
$
|
9,669
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(833
|
)
|
|
(833
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
||||||
Issuance of restricted stock to settle accrued 2013 bonuses
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
|
|
204
|
|
|||||||
Issuance of restricted stock
|
—
|
|
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Forfeited Stock
|
—
|
|
|
—
|
|
|
(195
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cost of preferred stock exchange
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Options exercised
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
||||||
Balance at June 30, 2014
|
53
|
|
|
$
|
167
|
|
|
35,654
|
|
|
$
|
4
|
|
|
40
|
|
|
$
|
(66
|
)
|
|
$
|
177,797
|
|
|
$
|
(168,692
|
)
|
|
$
|
9,210
|
|
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(833
|
)
|
|
$
|
(2,135
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,354
|
|
|
1,458
|
|
||
Bad debt (recovery) expense
|
(107
|
)
|
|
119
|
|
||
Amortization of deferred financing costs
|
44
|
|
|
121
|
|
||
Amortization of debt discount
|
—
|
|
|
69
|
|
||
Loss on impairment/disposal of equipment
|
178
|
|
|
539
|
|
||
Stock-based compensation
|
290
|
|
|
690
|
|
||
Increase (decrease) attributable to changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
581
|
|
|
739
|
|
||
Prepaid expenses and other current assets
|
(178
|
)
|
|
153
|
|
||
Other assets
|
50
|
|
|
15
|
|
||
Accounts payable
|
304
|
|
|
(336
|
)
|
||
Accrued expenses and other liabilities
|
(437
|
)
|
|
(78
|
)
|
||
Net cash provided by operating activities
|
1,246
|
|
|
1,354
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(1,081
|
)
|
|
(235
|
)
|
||
Proceeds from sale of equipment
|
4
|
|
|
2
|
|
||
Net cash used in investing activities
|
(1,077
|
)
|
|
(233
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Costs of preferred stock exchange
|
(5
|
)
|
|
—
|
|
||
Principal payments for capital lease obligations
|
(131
|
)
|
|
(122
|
)
|
||
Principal payments under borrowing arrangements
|
(102
|
)
|
|
(280
|
)
|
||
Proceeds (payments) related to equity
|
1
|
|
|
—
|
|
||
Payment of debt issuance costs
|
(59
|
)
|
|
(133
|
)
|
||
Purchase of treasury stock
|
(66
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(362
|
)
|
|
(535
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(193
|
)
|
|
586
|
|
||
Cash at beginning of period
|
2,294
|
|
|
2,218
|
|
||
Cash at end of period
|
$
|
2,101
|
|
|
$
|
2,804
|
|
|
|
|
|
||||
Supplement disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
656
|
|
|
$
|
586
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Acquisition of equipment under capital lease
|
$
|
—
|
|
|
$
|
38
|
|
Preferred stock dividends
|
$
|
10
|
|
|
$
|
210
|
|
Reduction of debt in connection with severance obligations related to acquisition of Affinity
|
$
|
—
|
|
|
$
|
240
|
|
Issuance of restricted stock to settle accrued 2013 bonuses
|
$
|
165
|
|
|
$
|
—
|
|
Stock issued in connection with debt amendment recorded as debt discount
|
$
|
—
|
|
|
$
|
147
|
|
Accrued capital expenditure
|
$
|
151
|
|
|
$
|
—
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
Accrued compensation
|
$
|
488
|
|
|
$
|
755
|
|
Accrued severance costs
|
21
|
|
|
306
|
|
||
Accrued communication costs
|
267
|
|
|
328
|
|
||
Accrued professional fees
|
36
|
|
|
138
|
|
||
Accrued lease termination
|
159
|
|
|
—
|
|
||
Accrued interest
|
139
|
|
|
—
|
|
||
Other accrued expenses
|
227
|
|
|
390
|
|
||
Deferred revenue
|
118
|
|
|
197
|
|
||
Customer deposits
|
451
|
|
|
163
|
|
||
Accrued expenses and other liabilities
|
$
|
1,906
|
|
|
$
|
2,277
|
|
|
June 30, 2014
|
December 31, 2013
|
||||
SRS Note
|
$
|
1,885
|
|
$
|
1,885
|
|
Main Street Term Loan
|
9,000
|
|
9,000
|
|
||
Main Street Revolver
|
197
|
|
300
|
|
||
|
11,082
|
|
11,185
|
|
||
Less current maturities
|
(197
|
)
|
(950
|
)
|
||
Long-term debt, net of current portion
|
$
|
10,885
|
|
$
|
10,235
|
|
Year Ended December 31,
|
Total
|
|
Interest
|
|
Principal
|
||||||
Remaining 2014
|
88
|
|
|
2
|
|
|
86
|
|
|||
2015
|
43
|
|
|
1
|
|
|
42
|
|
|||
2016
|
1
|
|
|
—
|
|
|
1
|
|
|||
|
$
|
132
|
|
|
$
|
3
|
|
|
$
|
129
|
|
|
Outstanding
|
|
Exercisable
|
|||||||||
|
Number of Shares Underlying Options
|
|
Weighted
Average Exercise Price |
|
Number of Shares Underlying Options
|
|
Weighted
Average Exercise Price |
|||||
Options outstanding, December 31, 2013
|
1,792
|
|
|
$
|
2.21
|
|
|
410
|
|
$
|
2.71
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(50
|
)
|
|
0.90
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited and canceled
|
(248
|
)
|
|
2.75
|
|
|
|
|
|
|||
Options outstanding, June 30, 2014
|
1,494
|
|
|
$
|
2.16
|
|
|
750
|
|
$
|
2.35
|
|
|
Six Months Ended
|
|
Three Months Ended
|
|
June 30,
|
|
June 30,
|
|
2013
|
|
2013
|
Risk free interest rate
|
0.8%
|
|
1.1%
|
Expected option lives
|
5 years
|
|
5 years
|
Expected volatility
|
103.2%
|
|
101.3%
|
Estimated forfeiture rate
|
10%
|
|
10%
|
Expected dividend yields
|
—
|
|
—
|
Weighted average grant date fair value of options
|
$1.39
|
|
$0.67
|
|
Restricted Shares
|
|
Weighted Average
Grant Price |
|||
Unvested restricted shares outstanding, December 31, 2013
|
465
|
|
|
$
|
2.03
|
|
Granted
|
522
|
|
|
1.53
|
|
|
Vested
|
(122
|
)
|
|
1.54
|
|
|
Forfeited
|
(195
|
)
|
|
2.43
|
|
|
Unvested restricted shares outstanding, June 30, 2014
|
670
|
|
|
$
|
1.61
|
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenue
|
$
|
23
|
|
|
$
|
8
|
|
|
$
|
7
|
|
|
$
|
3
|
|
Research and development
|
6
|
|
|
3
|
|
|
3
|
|
|
—
|
|
||||
Sales and marketing
|
10
|
|
|
26
|
|
|
8
|
|
|
11
|
|
||||
General and administrative
|
100
|
|
|
296
|
|
|
28
|
|
|
(79
|
)
|
||||
|
$
|
139
|
|
|
$
|
333
|
|
|
$
|
46
|
|
|
$
|
(65
|
)
|
|
Six Months Ended
|
||||
|
June 30,
|
||||
|
2014
|
|
2013
|
||
Common Stock options
|
1,494
|
|
|
2,092
|
|
Unvested restricted stock
|
670
|
|
|
719
|
|
Warrants
|
—
|
|
|
33
|
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Video collaboration services
|
$
|
9,520
|
|
|
$
|
10,134
|
|
|
$
|
4,895
|
|
|
$
|
4,998
|
|
Network services
|
6,168
|
|
|
6,089
|
|
|
3,140
|
|
|
3,021
|
|
||||
Professional and other services
|
761
|
|
|
1,017
|
|
|
433
|
|
|
717
|
|
||||
Total revenue
|
$
|
16,449
|
|
|
$
|
17,240
|
|
|
$
|
8,468
|
|
|
$
|
8,736
|
|
•
|
Revenue for video collaboration services, decreased
$614,000
to
$9,520,000
in the
2014
Period, from
$10,134,000
in the
2013
Period. Revenue for video collaboration services, decreased
$103,000
to
$4,895,000
in the
2014
Quarter, from
$4,998,000
in the
2013
Quarter. The decreases in both periods shown are mainly attributable to lower revenue for managed videoconferencing services due to net attrition of customers and lower revenue for videoconference meeting suites due to reduced demand for these services.
|
•
|
Revenue for network services increased
$79,000
to
$6,168,000
in the
2014
Period from
$6,089,000
in the
2013
Period. Revenue for network services increased
$119,000
to
$3,140,000
in the
2014
Quarter from
$3,021,000
in the
2013
Quarter. The increases in both periods are mainly attributable to expansion of network services for certain existing customers, offset by reduced demand for certain legacy network services.
|
•
|
Revenue for professional and other services decreased
$256,000
to
$761,000
in the
2014
Period from
$1,017,000
in the
2013
Period. Revenue for professional and other services decreased
$284,000
to
$433,000
in the
2014
Quarter from
$717,000
in the
2013
Quarter. The decreases in both periods are mainly attributable to lower non-recurring professional support services and lower non-recurring equipment sales.
|
|
Six Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income (loss)
|
$
|
(833
|
)
|
|
$
|
(2,135
|
)
|
|
$
|
1
|
|
|
$
|
(150
|
)
|
Depreciation and amortization
|
1,354
|
|
|
1,458
|
|
|
666
|
|
|
700
|
|
||||
Interest and other expense, net
|
712
|
|
|
802
|
|
|
356
|
|
|
419
|
|
||||
EBITDA
|
1,233
|
|
|
125
|
|
|
1,023
|
|
|
969
|
|
||||
Stock-based compensation
|
290
|
|
|
690
|
|
|
57
|
|
|
83
|
|
||||
Severance
|
133
|
|
|
407
|
|
|
13
|
|
|
8
|
|
||||
Operating lease impairment
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Acquisition costs
|
—
|
|
|
238
|
|
|
—
|
|
|
(1
|
)
|
||||
Asset impairment/disposal of equipment
|
178
|
|
|
539
|
|
|
77
|
|
|
104
|
|
||||
Adjusted EBITDA
|
$
|
2,059
|
|
|
$
|
1,999
|
|
|
$
|
1,170
|
|
|
$
|
1,163
|
|
Period
|
Total Number of Shares Purchased
(1)
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number (or Approximate Dollar Value) of Shares that may yet be Purchased under the Plans or Programs
|
April 1 through
April 30, 2014
|
20,266
|
$1.66
|
—
|
N/A
|
May 1 through
May 31, 2014
|
1,313
|
$1.64
|
—
|
N/A
|
Total
|
21,579
|
$1.65
|
—
|
N/A
|
(1)
|
Represents shares of Common Stock transferred to the Company to satisfy employee tax withholding obligations in connection with the vesting of shares of restricted stock held by Company employees.
|
Exhibit
Number
|
|
Description
|
31.1*
|
|
Rule 13a—14(a)/15d—14(a) Certification of the Chief Executive Officer.
|
31.2*
|
|
Rule 13a—14(a)/15d—14(a) Certification of the Chief Financial Officer.
|
32.1*
|
|
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer.
|
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.
|
|
|
|
|
August 6, 2014
|
By:
|
/s/ Peter Holst
|
|
|
Peter Holst
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
August 6, 2014
|
By:
|
/s/ David Clark
|
|
|
David Clark
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Glowpoint Chart |
1 Month Glowpoint Chart |
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