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Share Name | Share Symbol | Market | Type |
---|---|---|---|
InterMetro Communications Inc (CE) | USOTC:IMTO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
(Mark One)
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||
ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|
|
OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the fiscal year ended December 31, 2013 |
Nevada
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|
88-0476779
|
(State of
Incorporation)
|
(IRS Employer
Identification No.)
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|
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Page
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||||
PART I
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||||
Item 1.
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1
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|||
Item 1A.
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6
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|||
Item 1B.
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18
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|||
Item 2.
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19
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|||
Item 3.
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19
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|||
Item 4.
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19
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PART II
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||||
Item 5.
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20
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|||
Item 6.
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22
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|||
Item 7.
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22
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|||
Item 7A.
|
31
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|||
Item 8.
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31
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|||
Item 9.
|
32
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|||
Item 9A.
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32
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|||
Item 9Bb.
|
33
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|||
PART III
|
||||
Item 10.
|
34
|
|||
Item 11.
|
37
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|||
Item 12.
|
40
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|||
Item 13.
|
42
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|||
Item 14.
|
43
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PART IV
|
||||
Item 15.
|
44
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|||
46
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(a)
|
volatility or decline of our stock price;
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|
(b)
|
potential fluctuation in quarterly results;
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(c)
|
our failure to earn revenues or profits;
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(d)
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inadequate capital and barriers to raising capital or to obtaining the financing needed to implement its business plans;
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(e)
|
changes in demand for our products and services;
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|
(f)
|
rapid and significant changes in markets;
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|
(g)
|
litigation with or legal claims and allegations by outside parties;
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|
(h)
|
insufficient revenues to cover operating costs;
|
|
(i)
|
the possibility we may be unable to manage our growth;
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|
(j)
|
extensive competition;
|
|
(k)
|
loss of members of our senior management;
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|
(l)
|
our dependence on local exchange carriers;
|
|
(m)
|
our need to effectively integrate businesses we acquire;
|
|
(n)
|
risks related to acceptance, changes in, and failure and security of, technology; and
|
|
(o)
|
regulatory interpretations and changes.
|
|
·
|
increasing the margins earned from existing retail voice services or reducing the costs of using voice services;
|
|
·
|
improving customer service through access to real-time information about network performance and billing;
|
|
·
|
reducing the administrative burden for our customers of managing their end users;
|
|
·
|
increasing the investment return on customer owned traditional circuit-based equipment; and
|
|
·
|
enabling the creation of value-added enhanced voice services.
|
|
·
|
providing an alternative to the large traditional network service providers that have influenced price and service levels;
|
|
·
|
increasing margins transparently by reducing direct network costs while maintaining or improving the quality of service received by their end users;
|
|
·
|
providing access to our VoIP infrastructure without altering the physical connection process to a voice network and without any required investment in new equipment or software; and
|
|
·
|
providing new functionality to reduce the cost of customer care and improve fraud detection.
|
|
·
|
allowing for delivery of “ready-to-shelf” customized voice service products tailored specifically to our retail distribution partners’ end user demographics without any outlay for inventory; and
|
|
·
|
providing access to our VoIP network allowing retail customers to use their existing telephones with no requirement to purchase new equipment or software and without the need for broadband access.
|
|
·
|
Broadband MetroFone
. The Broadband MetroFone looks and operates like a traditional phone but will use a customer’s broadband internet connection and our network to complete calls as compared to traditional phone calls which travel over low bandwidth copper line networks.
|
|
·
|
VideoLine MetroFone
. The VideoLine MetroFone operates in the same manner as the Broadband MetroFone but also has the additional capability of sending and receiving real-time television quality video between any of our videophones.
|
|
·
|
DialLine MetroFone
. The DialLine MetroFone is an IP device, which connects between a retail customer’s phone and wall jack to automatically connect a retail customer with our network.
|
|
·
|
State-of-the-art private, proprietary VoIP infrastructure
. We built our cloud-based VoIP infrastructure from advanced IP technology. We are not burdened by some of the constraints commonly faced by traditional telecommunications companies that use circuit-based equipment. Legacy equipment is more difficult to combine with the latest add-on voice services and network transport technology because it typically uses proprietary embedded call control systems. We operate and maintain our VoIP technology with significantly fewer personnel and lower operating costs than switch-based technology while achieving comparable capacity.
|
|
·
|
Cost-efficient IP-based voice services
. We believe our proprietary hardware and software VoIP technology provides significant cost savings due to compression and routing efficiencies combined with reduced server requirements for equivalent capacities. In addition, we save money by using equipment that requires little space and significantly reduced electricity costs versus older circuit-switched equipment. Our management team has extensive experience in negotiating pricing and contract terms for these types of products and services with the largest carriers. We can pass a significant portion of our cost savings on to our customers to help drive sales growth.
|
|
·
|
Experience marketing VoIP services
. Our seasoned management team has significant experience with wireline and wireless telecommunications and experience with IP-based communications. Our in-depth knowledge of the VoIP industry, including familiarity with the hardware, software and vendors, allows us to advise potential customers on how to incorporate the technology to increase profitability and increase customer reach. Members of our management team have marketed VoIP services to a wide range of customers and have been instrumental in developing new products to meet individual customer demands.
|
|
·
|
Product flexibility and speed of deployment
. We believe our private network equipment provides a high level of integration between the installation of voice services and billing and customer care functions. We believe our VoIP technology, specifically developed to facilitate the sharing of data across different systems, allows us to create and deploy new products more quickly than many traditional communications companies. We also utilize our proprietary VoIP infrastructure to tailor retail products to the individual needs of our retail distribution partners.
|
|
·
|
Strong engineering team with experience in both voice and data networking
. Our engineering team is comprised of individuals with backgrounds in networking, software development, database administration and telecommunications installations. We believe our engineering team is among the most experienced in understanding VoIP services and the related software applications. Members of our engineering team have successfully deployed leading-edge technology in prior businesses, including the build-outs of both a national web hosting service and a large IP-based voice service network.
|
|
·
|
maintain and expand our current relationships, and develop new relationships, with carrier customers, retail distribution partners, network vendors and equipment providers;
|
|
·
|
continue to grow our revenue and meet anticipated growth targets;
|
|
·
|
manage our expanding operations and implement and improve our operational, financial and management controls;
|
|
·
|
adapt to industry consolidation;
|
|
·
|
continue to grow our sales force and marketing efforts;
|
|
·
|
successfully introduce new, and upgrade our existing, VoIP technologies and services;
|
|
·
|
respond to government regulations and legislation relating to VoIP, traditional telecommunications services, the Internet, IP-based services and other aspects of our business;
|
|
·
|
respond effectively to competition; and
|
|
·
|
attract and retain qualified management and employees.
|
|
·
|
the addition of new carrier customers and retail distribution partners or the loss of existing customers and retail distribution partners;
|
|
·
|
changes in demand and pricing for our VoIP services;
|
|
·
|
the timing of our introduction of new VoIP products and services and the costs we incur to develop these technologies;
|
|
·
|
the timing and amount of sales and marketing expenses incurred to attract new carrier customers and retail distribution partners;
|
|
·
|
changes in the economic prospects of carrier customers or the economy generally, which could alter current or prospective need for voice services, or could increase the time it takes us to close sales with customers;
|
|
·
|
changes in our pricing policies, the pricing policies of our competitors or the pricing of VoIP services or traditional voice services generally;
|
|
·
|
costs related to acquisitions of businesses or technologies; and
|
|
·
|
the use of VoIP as a replacement for traditional voice services is a relatively new occurrence and carrier customers have not settled into consistent spending patterns.
|
|
·
|
greater financial and personnel resources;
|
|
·
|
greater name recognition;
|
|
·
|
established relationships with greater numbers of wholesale carriers;
|
|
·
|
established distribution networks;
|
|
·
|
greater experience in obtaining and maintaining FCC and other regulatory approvals for products and product enhancements and greater experience in developing compliance programs under U.S. federal, state and local laws and regulations;
|
|
·
|
greater experience in lobbying the U.S. Congress and state legislatures for the enactment of legislation favorable to their interests;
|
|
·
|
greater experience in product research and development;
|
|
·
|
greater experience in launching, marketing, distributing and selling products; and
|
|
·
|
broader-based and deeper product lines.
|
|
·
|
diversion of management’s attention and resources from other business concerns;
|
|
·
|
difficulties and expenditures associated with integrating the operations and employees from the acquired company into our organization, and integrating each company’s accounting, management information, human resources and other administrative systems to permit effective management;
|
|
·
|
inability to maintain the key business relationships and the reputations of the acquired businesses;
|
|
·
|
ineffectiveness or incompatibility of acquired technologies or services with our existing technologies and systems;
|
|
·
|
potential loss of key employees of acquired businesses;
|
|
·
|
responsibility for liabilities of acquired businesses;
|
|
·
|
unavailability of favorable financing for future acquisitions;
|
|
·
|
inability to maintain our standards, controls, procedures and policies, which could affect our ability to receive an unqualified attestation from our independent accountants regarding management’s required assessment of the effectiveness of our internal control structure and procedures for financial reporting; and
|
|
·
|
increased fixed costs.
|
|
·
|
recruit, train and retain a sufficient number of highly skilled personnel;
|
|
·
|
maintain our customer service standards;
|
|
·
|
maintain the quality of our VoIP platform;
|
|
·
|
develop and improve our operational, financial and management controls and maintain adequate reporting systems and procedures;
|
|
·
|
successfully scale our VoIP platform, including network, software and other technology, to accommodate a larger business; and
|
|
·
|
maintain carrier and end user satisfaction.
|
|
·
|
educate consumers on the benefits of our products;
|
|
·
|
commit a substantial amount of human and financial resources to secure strategic partnerships and otherwise support the retail and/or carrier distribution of our products;
|
|
·
|
develop our own sales, marketing and support activities to consumers, broadband providers and retailers; and
|
|
·
|
establish a sufficient number of retail locations carrying our products.
|
|
·
|
cease selling, incorporating or using any of our products that incorporates the infringed intellectual property, which would adversely affect our revenue or costs or both;
|
|
·
|
obtain a license from the holder of the infringed intellectual property right, which might be costly or might not be available on reasonable terms, if at all; or
|
|
·
|
redesign our products to make them non-infringing, which could be costly and time-consuming and may not be possible at all.
|
|
·
|
the loss of revenues generated by sales of our services and products;
|
|
·
|
the upfront and ongoing costs associated with expanding and enhancing our VoIP infrastructure;
|
|
·
|
the costs associated with expanding our sales and marketing efforts;
|
|
·
|
the expenses we incur in manufacturing and selling our services and products;
|
|
·
|
the costs of developing new products or technologies;
|
|
·
|
the cost of obtaining and maintaining regulatory approval or clearance of our products and products in development; and
|
|
·
|
the number and timing of acquisitions and other strategic transactions.
|
|
·
|
the issuance of new equity securities pursuant to a future offering or acquisition;
|
|
·
|
changes in interest rates;
|
|
·
|
competitive developments, including announcements by competitors of new products or services or significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
·
|
variations in quarterly operating results;
|
|
·
|
changes in financial estimates by securities analysts;
|
|
·
|
the depth and liquidity of the market for our common stock;
|
|
·
|
investor perceptions of us and the communications industry generally; and
|
|
·
|
general economic and other national conditions.
|
|
·
|
authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;
|
|
·
|
allow shareholders to request that we call a special meeting of our shareholders only if the requesting shareholders hold of record at least a majority of the outstanding shares of common stock;
|
|
·
|
provide that the board of directors is expressly authorized to make, alter, amend or repeal our bylaws; and
|
|
·
|
provide that business to be conducted at any special meeting of shareholders be limited to matters relating to the purposes stated in the applicable notice of meeting.
|
Year
|
Quarter
|
High
|
Low
|
|||||||
2014
|
First
|
$ | 0.05 | $ | 0.05 | |||||
2013
|
Fourth
|
0.086 | 0.05 | |||||||
Third
|
0.086 | 0.085 | ||||||||
Second
|
0.14 | 0.08 | ||||||||
First
|
0.14 | 0.08 | ||||||||
2012
|
Fourth
|
0.12 | 0.07 | |||||||
Third
|
0.08 | 0.07 | ||||||||
Second
|
0.10 | 0.03 | ||||||||
First
|
0.05 | 0.03 |
Plan Category
|
Number of
Securities to be Issued
Upon Exercise of
Outstanding Stock Options
|
Weighted-Average
Exercise Price of
Outstanding Stock
Options
|
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
|
|||||||||
Equity Compensation plans approved by security holders:
|
||||||||||||
2004 Stock Option Plan
|
3,221,081 | $ | 0.01 | - 0- | ||||||||
2007 Omnibus Stock and Incentive Plan
|
16,300,000 | $ | 0.07 | 9,779,040 |
·
|
Changes in the average rate per minute that we charge our customers.
|
·
|
Increasing the net number of customers utilizing our VoIP services.
|
·
|
Increasing the average revenue we generate per customer.
|
·
|
Acquisitions.
|
·
|
SS-7 based interconnection costs.
|
·
|
Competitive local exchange carrier costs.
|
·
|
Other fixed costs.
|
·
|
Off-net costs.
|
·
|
SS-7 based interconnections with local carriers.
|
·
|
Efficient utilization of fixed-cost network components.
|
·
|
Strategic purchase of fixed-cost network components.
|
·
|
Fluctuations in per minute rates of off-net service providers.
|
·
|
Sales mix of our VoIP infrastructure capacity versus off-net services.
|
·
|
Acquisitions of telecommunications businesses.
|
Year Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
|
|
|||||||
Net revenues
|
100 | % | 100 | % | ||||
Network costs
|
89 | 77 | ||||||
Gross profit
|
11 | 23 | ||||||
Operating expenses:
|
||||||||
Sales and marketing
|
4 | 3 | ||||||
General and administrative
|
25 | 17 | ||||||
Total operating expenses
|
29 | 20 | ||||||
Operating income (loss)
|
(18 | ) | 3 | |||||
Interest expense
|
(9 | ) | (6 | ) | ||||
Gain on conversion of debt to common stock
|
— | 2 | ||||||
Accounts payable write off and gain on forgiveness of debt
|
6 | 4 | ||||||
Net income (loss)
|
(21 | ) % | 3 | % |
|
·
Significant underperformance relative to expected historical or projected future operating results;
|
|
·
Significant changes in the manner of use of the acquired assets or the strategy for our overall business; and
|
|
·
Significant negative industry or economic trends.
|
·
|
While we have implemented control procedures for reviewing all material financial reporting items, certain of our control procedures are not sufficient to prevent the risk that a potential material misstatement of the financial statements would occur without being prevented or detected, specifically with regards to dispute reserves for accounts payable, accruals for third party charges and certain equity accounts. In each case, the Company does not have adequate staffing to ensure that the monitoring processes mitigate risks that external information used is correct and, in the case of equity accounts, that the Company has personnel with adequate understanding of the applicability of accounting principles.
|
|
·
|
We have not maintained sufficient evidence to support that certain of our internal controls over financial reporting activities were performed on a timely basis, specifically related to confirmation testing of disputes of information received from our vendors, variance analysis, accounts receivable analyses and equity accounts.
|
·
|
Due to the small size of our Company, we have not adequately divided, or compensated for, functions among personnel to reduce the risk that a potential material misstatement of the financial statements would occur without being prevented or detected with regards to certain of our equity accounts. Specifically, with regards to equity awards, at times information used in our financial reporting is not able to be given to additional competent staff to mitigate the risk of erroneous or inappropriate actions.
|
Name
|
Age
|
Position
|
||
|
||||
Charles Rice
|
50 |
President, Chief Executive Officer and Chairman of the Board
|
||
David Olert
|
60 |
Chief Financial Officer
|
||
Jon deOng
|
40 |
Chief Information Officer, Director
|
||
Christopher Fogel
|
40 |
Chief Technology Officer
|
||
Eric Fuchs
|
46 |
Chief Sales Officer
|
||
Joshua Touber
|
51 |
Director
|
||
Robert Grden(1)
|
50 |
Director
|
||
Douglas Benson(1)
|
81 |
Director
|
·
|
any breach of their duty of loyalty to the corporation or its shareholders;
|
·
|
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
·
|
unlawful payments of dividends or unlawful stock repurchases or redemptions; or
|
·
|
any transaction from which the director derived an improper personal benefit.
|
·
|
Class I is comprised of Messrs. Joshua Touber and Douglas Benson;
|
·
|
Class II is comprised of Mr. Robert Grden;
|
·
|
Class III is comprised of Messrs. Charles Rice and Jon deOng.
|
·
|
meeting with our management periodically to consider the adequacy of our internal controls and the objectivity of our financial reporting;
|
·
|
engaging and pre-approving audit and non-audit services to be rendered by our independent auditors;
|
·
|
recommending to our Board of Directors the engagement of our independent auditors and oversight of the work of our independent auditors;
|
·
|
reviewing our financial statements and periodic reports and discussing the statements and reports with our management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management;
|
·
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters;
|
·
|
administering and discussing with management and our independent auditors our code of ethics; and reviewing and approving all related-party transactions in accordance with applicable listing exchange rules.
|
Name and
Principal
Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Non-Qualified
Deferred
Compensation
Earnings
|
All Other
Compensation(1)
|
Total
|
|||||||||||||||||||||||
Charles Rice
Chief Executive Officer and President
|
2013
2012
2011
|
$
|
171,283
274,053
268,328
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
$
|
16,157
11,932
11,805
|
$
|
187,440
285,985
280,133
|
||||||||||||||||||||
David Olert
Chief Financial Officer
|
2013
2012
2011
|
$
|
148,008
154,522
148,537
|
0
|
0
|
0
|
0
|
$
|
10,068
9,103
8,834
|
$
|
158,076
163,925
157,371
|
||||||||||||||||||||
Jon deOng
Chief Information Officer
|
2013
2012
2011
|
$
|
94,150
127,077
126,505
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
$
|
13,158
14,619
15,220
|
$
|
107,308
141,696
141,725
|
(1)
|
Amounts primarily represent medical insurance premiums and reimbursements for automobile and electronic communication device expenses.
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|||||||||
Charles Rice
|
3,000,000 | 0 | $ | 0.044 |
3/22/17
|
||||||||
Chairman, Chief Executive Officer, and President
|
|||||||||||||
David Olert
|
1,000,000 | 0 | $ | 0.04 |
3/22/17
|
||||||||
Chief Financial Officer
|
|||||||||||||
Jon deOng
|
500,000 | 0 | $ | 0.04 |
3/22/17
|
||||||||
Chief Information Officer
|
(1)
|
Stock options were granted under our 2007 Stock Plan and vested 50% on the date of grant and 1/4 of the balance each quarter thereafter until the remaining stock options were vested.
|
Name
|
Fees
Earned or
Paid in
Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation(1)
|
Total
|
|||||||||||||||||||||
|
||||||||||||||||||||||||||||
Joshua Touber, Director
|
0 | 0 | 0 | 0 | 0 | $ | 135,000 | $ | 135,000 | |||||||||||||||||||
Robert Grden, Director
|
0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | ||||||||||||||||||||
Douglas Benson, Director
|
0 | 0 | 0 | 0 | 0 | 0 | $ | 0 |
Name and Title of Beneficial Owner
|
|
Number of
Shares Beneficially
Owned(1)
|
|
Percentage
Ownership
|
||||
|
|
|
||||||
Charles Rice
|
60,139,489
|
(2)
|
|
54.9
|
%
|
|||
Chairman, President,
|
||||||||
Chief Executive Officer
|
||||||||
Eric Fuchs
|
3,250,000
|
(3)
|
3.8
|
%
|
||||
Chief Sales Officer
|
||||||||
Jon deOng
|
3,193,162
|
(4)
|
3.8
|
%
|
||||
Chief Information Officer
|
||||||||
Chris Fogel
|
2,420,188
|
(5)
|
2.9
|
%
|
||||
Chief Technology Officer
|
||||||||
David Olert
|
1,400,000
|
(6)
|
1.7
|
%
|
||||
Chief Financial Officer
|
||||||||
Joshua Touber
|
10,808,825
|
(7)
|
12.3
|
%
|
||||
Director
|
||||||||
Robert Grden
|
684,848
|
(8)
|
*
|
|||||
Director, Corporate Secretary
|
||||||||
Douglas Benson
|
4,113,091
|
(9)
|
4.9
|
%
|
||||
Director
|
||||||||
Directors and executive officers
|
71,085,228
|
62.7
|
%
|
|||||
as a group (8 persons)
|
||||||||
David Marshall
|
8,996,994
|
(10)
|
10.8
|
%
|
||||
11845 Olympic Blvd., Ste. 1125 W, Los Angeles CA 90069
|
||||||||
SPM Investment Group, Ltd
|
4,975,284
|
(11)
|
5.9
|
%
|
||||
c/o Industrie-und Finanzkonior Etabl.,
|
||||||||
Herrengasse 21, FL-9490 Vaduz, Principality of Liechtenstein
|
||||||||
Robert Deutschman
|
4,184,127
|
(12)
|
4.9
|
%
|
||||
100 Wilshire Blvd, Ste 1200, Santa Monica, CA 90401
|
||||||||
Moriah Capital Management
|
4,354,070
|
(13)
|
4.9
|
%
|
||||
444 Madison Avenue, Suite 201, New York, NY 10022
|
* Indicates beneficial ownership of less than one percent.
|
(1)
|
Unless otherwise indicated and subject to applicable community property laws, to our knowledge each stockholder named in the table possesses sole voting and investment power with respect to all shares of common stock, except for those owned jointly with that person’s spouse.
|
(2)
|
Includes 150,000 shares subject to warrants and 3,000,000 shares subject to stock options, each of which are exercisable within 60 days of December 31, 2013; 165,741 shares which may be acquired pursuant to terms of a convertible promissory note that is convertible at the option of the holder within 60 days of December 31, 2013; 18,142,770 shares over which Mr. Rice would have voting power pursuant to voting agreements upon the exercise of stock options under the 2004 Plan and 2007 Plan or upon exercise of warrants held by others; 5,383,400 shares over which Mr. Rice would have voting power pursuant to voting agreements pursuant to terms of convertible promissory notes held by other lenders to the Company that are convertible at the option of each lender within 60 days of December 31, 2013; and 15,066,046 shares owned by certain of our current and former employees and lenders to the Company over which Mr. Rice maintains voting control. The holder of certain warrants over which Mr. Rice has voting control is not entitled to purchase shares under these certain warrants in an amount that would cause that holder to beneficially own more than 4.99% of the issued and outstanding common shares of the Company, with such limitation voidable by that holder upon 75 days prior notice to the Company. Accordingly, a total of 14,233,503 additional shares subject to these certain warrants are not deemed to be beneficially owned by that holder and the related voting rights are excluded from Mr. Rice’s total.
|
|
|
(3)
|
Includes 3,250,000 shares subject to stock options that are exercisable within 60 days of December 31, 2013, all of which are subject to a voting agreement with Mr. Rice
|
(4)
|
Includes 2,693,162 shares subject to a voting agreement with Mr. Rice over which Mr. Rice has voting control and 500,000 shares subject to stock options that are exercisable within 60 days of December 31, 2013, all of which are subject to a voting agreement with Mr. Rice.
|
(5)
|
Includes 462,111 shares subject to a voting agreement with Mr. Rice over which Mr. Rice has voting control and 1,958,077 shares subject to stock options that are exercisable within 60 days of December 31, 2013, all of which are subject to a voting agreement with Mr. Rice..
|
(6)
|
Includes 1,400,000 shares subject to stock options that are exercisable within 60 days of December 31, 2013, all of which are subject to a voting agreement with Mr. Rice.
|
(7)
|
Includes 1,860,106 shares subject to a voting agreement with Mr. Rice; 1,879,019 shares subject to warrants and 2,184,848 shares subject to stock options, of which 1,879,019 shares from the warrants and 2,000,000 shares from the options are subject to a voting agreement with Mr. Rice, each of which are exercisable within 60 days of December 31, 2013; 1,021,900 shares which may be acquired pursuant to terms of convertible promissory notes that are convertible at the option of the holder within 60 days of December 31, 2013; and 123,246 shares owned by Laurel Research, Inc., of which Mr. Touber is President.
|
(8)
|
Includes 684,848 shares subject to stock options that are exercisable within 60 days of December 31, 2013.
|
(9)
|
Includes 869,694 shares subject to stock options that are exercisable within 60 days of December 31, 2013.
|
(10)
|
Includes 680,065 shares owned by David Marshall Inc., of which David Marshall is the chief executive officer; 3,122,240 shares owned by the David Marshall, Inc. Profit Sharing Trust, of which Mr. Marshall is the Trustee; 680,481 shares which may be purchased by the David Marshall, Inc. Profit Sharing Trust pursuant to warrants that are exercisable within 60 days of December 31, 2013 of which 325,000 shares from these warrants are subject to a voting agreement with Mr. Rice; 648,588 shares owned by Glenhaven Corporation, of which Mr. Marshall is the chief executive officer; and 3,500,000 shares owned by Santa Monica Capital, LLC, of which Mr. Marshall is the manager. Also includes 199,120 shares purchased by David Marshall as reported on his Form 13G filed June 24, 2009.
|
(11)
|
Includes 2,152,418 shares subject to a voting agreement with Mr. Rice and 1,822,866 shares subject to warrants that are exercisable within 60 days of December 31, 2013, of which 822,866 shares from the warrants are subject to a voting agreement with Mr. Rice.
|
(12)
|
Includes 75,000 shares pursuant to warrants that are exercisable within 60 days of December 31, 2013 and 881,075 shares which may be acquired pursuant to terms of Preferred Series A2 shares at the option of the holder within 60 days of December 31, 2013. The Series A2 shares of the holder as well as the warrants of the holder related to the SeriesA2 shares both provide that the holder shall not be entitled to purchase shares under said warrants nor exercise conversion rights of the Preferred Series A2 shares in an amount that would cause the holder to beneficially own more than 4.99% of the issued and outstanding common shares of the Company, with such limitation voidable by the holder upon 75 days prior notice to the Company. Accordingly, a total of 325,000 additional shares subject to the subject warrants and 1,283,425 shares that could be acquired under the conversion terms of the Series A2 Preferred shares are not deemed to be beneficially owned and are excluded from the total
|
(13)
|
Includes 4,354,070 shares which may be acquired pursuant to terms of a promissory note that is convertible at the option of the holder within 60 days of December 31, 2013, which are subject to a voting agreement with Mr. Rice. The promissory note, as well as additional warrants of the holder, provide that the holder shall not be entitled to purchase shares under the warrants nor exercise conversion rights under the promissory note in an amount that would cause the holder to beneficially own more than 4.99% of the issued and outstanding common shares of the Company, with such limitation voidable by the holder upon 75 days prior notice to the Company. Accordingly, a total of 14,233,503additional shares subject to the subject warrants and 7,430 shares that could be acquired pursuant to the terms of the promissory note are not deemed to be beneficially owned and are excluded from the total.
|
2013
|
2012
|
|||||||
|
|
|
||||||
Audit Fees (1)
|
$ | 135 | $ | 135 | ||||
All other fees
|
- | - | ||||||
$ | 135 | $ | 135 |
(1)
|
Audit Fees paid to Gumbiner Savett consist of fees for the audit of our financial statements and review of the interim financial statements included in our quarterly reports.
|
3.1
|
Amended and Restated Articles of Incorporation (1)
|
|
3.2
|
Amended and Restated Bylaws (2)
|
|
4.1
|
Specimen Certificate for Common Stock
|
|
4.2 *
|
2004 Stock Option Plan (1)
|
|
4.3 *
|
2007 Omnibus Stock and Incentive Plan (1)
|
|
4.4 *
|
Form of Stock Option Agreement
|
|
4.5
|
Form of Placement Agent Warrant (3)
|
|
4.6
|
Form of Bridge Financing Warrant (3)
|
|
4.7
|
Form of Exchange Agreement, dated as of December 29, 2006 (4)
|
|
4.8
|
Credit Term Agreement for the Bridge Financing, dated December 14, 2006 (4)
|
|
4.9
|
Initial Registration Rights Agreement, dated as of December 29, 2006 (4)
|
|
4.10
|
Additional Registration Rights Agreement, dated as of December 29, 2006 (4)
|
|
4.11
|
Stock Purchase Agreement dated as of March 30, 2006 between InterMetro and David Singer (3)
|
|
4.12
|
Common Stock Purchase Warrant (5)
|
|
4.12.1
|
Form of Secured Note Financing Warrant (6)
|
|
4.13
|
Form of 2008/2009 Bridge Lender Warrants (8)
|
|
4.14
|
Form of Preferred Series A2 Warrant (9)
|
|
4.15
|
Preferred Series A2 Amended Certificate of Designation (10)
|
|
9.1
|
Voting Trust Agreement, dated as of December 29, 2006 (4)
|
|
9.2
|
Voting Trust Agreement, dated as of December 29, 2006 (4)
|
|
9.3
|
Form of Voting Agreement between Charles Rice and Lenders (11)
|
|
10.1 *
|
Employment Agreement dated as of January 1, 2004 between InterMetro and Charles Rice, as amended (3)
|
|
10.2 *
|
Employment Agreement dated as of January 1, 2004 between InterMetro and Jon deOng, as amended (3)
|
|
10.3 *
|
Employment Agreement dated as of January 1, 2004 between InterMetro and Vincent Arena, as amended (3)
|
|
10.4 *
|
Employment Agreement dated as of March 31, 2006 between Advanced Tel, Inc. and David Singer (3)
|
|
10.5†
|
Strategic Agreement dated as of May 2, 2004 between InterMetro and Qualitek Services, Inc. (3)
|
|
10.6†
|
Strategic Agreement dated as of May 2, 2006 between InterMetro and Cantata Technology, Inc. (3)
|
|
10.7
|
Office Lease between InterMetro and Pacific Simi Associates, LLC dated as of April 6, 2006 (3)
|
|
10.8†
|
Services Agreement between InterMetro and 99¢ Only Stores (3)
|
|
10.9 *
|
Form of Indemnification Agreement (3)
|
|
10.10
|
Placement Agent Agreement for the Private Placement, dated December 14, 2006 (4)
|
10.11
|
Consulting Agreement with Advisor, dated as of December 29, 2006 (4)
|
|
10.12
|
Loan and Security Agreement, dated January 16, 2008 (7)
|
10.13
|
Form of Secured Convertible Promissory Note (7)
|
|
10.14
|
Moriah Capital Promissory Note and Ancillary Loan Agreements (12)
|
|
10.15
|
Promissory Note to TAB Bank and Loan Agreement dated as of October 9, 2012 (13)
|
|
10.16
|
Form of Promissory Note with 2008/2009 Bridge Lenders and Loan Agreements (14)
|
|
10.17
|
Amended and Restated Intercreditor Agreement, dated as of October 9, 2012 (15)
|
|
21.1 +
|
||
31.1 +
|
||
31.2 +
|
||
32.1 +
|
||
32.2 +
|
(1)
|
Incorporated by reference to Exhibits A, B and C of the Schedule 14C Information Statement filed with the Securities and Exchange Commission on March 9, 2007.
|
(2)
|
Incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission on July 3, 2007.
|
(3)
|
Incorporated by reference to Exhibits 4.5, 4.6, 4.11, 10.1, 10.2, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.9 of the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on February 9, 2007.
|
(4)
|
Incorporated by reference to Exhibits 99.1, 99.2, 99.4.1, 99.4.2, 99.6.1, 99.6.2, 99.3 and 99.7 of the Form 8-K filed with the Securities and Exchange Commission on January 9, 2007.
|
(5)
|
Incorporated by reference to Exhibits 4.1 and 10.1 of the Quarterly Report o Form 10-Q for the Quarter ended September 30, 2010 as filed with the Securities and Exchange Commission
|
(6)
|
Incorporated by reference to Exhibit 4.12.1 of the Form 10-K for the fiscal year ended December 31, 2010 as filed with the Securities and Exchange Commission.
|
(7)
|
Incorporated by reference to Exhibits 10.12 and 10.13 of the Form 10-KSB for the fiscal year ended December 31, 2007 as filed with the Securities and Exchange Commission.
|
(8)
|
Incorporated by reference to Exhibits 4.13, 4.14 and 4.15 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(9)
|
Incorporated by reference to Exhibit 4.16 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(10)
|
Incorporated by reference to Form 8K filed with the Securities and Exchange Commission on October 17, 2012.
|
(11)
|
Incorporated by reference to Exhibit 9.3 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(12)
|
Incorporated by reference to Exhibits 10.16, 10.17, 10.18 and 10.19 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(13)
|
Incorporated by reference to Exhibits 10.20 and 10.21 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(14)
|
Incorporated by reference to Exhibits 10.22, 10.23, 10.24 and 10.25 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
(15)
|
Incorporated by reference to Exhibit 10.26 of Form 10Q for the period ending September 30, 2012 as filed with the Securities and Exchange Commission.
|
+
|
Filed herewith
|
*
|
Management contract or compensatory plan or arrangement
|
†
|
Confidential treatment has been requested for portions of this Exhibit which have been filed separately with the Securities and Exchange Commission pursuant to Rule 406 promulgated under the Securities Act.
|
INTERMETRO COMMUNICATIONS, INC.
|
||
Dated: April 15, 2014
|
By:
|
/s/ Charles Rice
|
Charles Rice, Chairman of the Board,
|
||
Chief Executive Officer, and President
|
Principal Executive Officer
|
|||
By:
|
/s/ Charles Rice
|
|
Dated: April 15, 2014
|
Charles Rice, Chairman of the Board,
|
|||
Chief Executive Officer, and President
|
|||
Principal Financial Officer
|
|||
By:
|
/s/ David Olert
|
Dated: April 15, 2014
|
|
David Olert
|
|||
Chief Financial Officer
|
|||
By:
|
/s/ Jon deOng
|
Dated: April 15, 2014
|
|
Jon deOng
|
|||
Chief Information Officer and Director
|
|||
By:
|
/s/ Joshua Touber
|
Dated: April 15, 2014
|
|
Joshua Touber
|
|||
Director
|
|||
By:
|
/s/ Robert Grden
|
Dated: April 15, 2014
|
|
Robert Grden
|
|||
Director
|
|||
By:
|
/s/ Douglas Benson
|
Dated: April 15, 2014
|
|
Douglas Benson
|
|||
Director
|
Page
|
||
|
F-2
|
|
F-3
|
||
F-4
|
||
F-5
|
||
F-6
|
||
F-7
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Cash
|
$ | 116 | $ | 388 | ||||
Accounts receivable, net of allowance for doubtful accounts of $174 and $150 at
December 31, 2013 and 2012, respectively
|
1,528 | 1,959 | ||||||
Deposits
|
55 | 47 | ||||||
Prepayments and other current assets
|
129 | 101 | ||||||
Total current assets
|
1,828 | 2,495 | ||||||
Property and equipment, net
|
155 | 120 | ||||||
Software development costs
|
513 | 149 | ||||||
Goodwill
|
450 | 450 | ||||||
Other assets
|
4 | 4 | ||||||
Total Assets
|
$ | 2,950 | $ | 3,218 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
||||||||
Accounts payable, trade
|
$ | 4,065 | $ | 2,066 | ||||
Accrued expenses
|
2,986 | 4,033 | ||||||
Deferred revenues and customer deposits
|
237 | 281 | ||||||
Borrowings under line of credit facilities
|
2,192 | 1,675 | ||||||
Current portion of amount due to former ATI shareholder
|
40 | 40 | ||||||
Current portion of vendor settlements
|
985 | 1,676 | ||||||
Current portion of secured promissory notes, including $879 from related parties and net of debt discount of $108 and $246 at December 31, 2013 and 2012, respectively
|
3,405 | 184 | ||||||
Total current liabilities
|
13,910 | 9,955 | ||||||
Long-term portion of note payable to former ATI shareholder
|
86 | 127 | ||||||
Long-term vendor settlements
|
1,380 | 872 | ||||||
Long-term secured promissory notes
|
— | 2,956 | ||||||
Total liabilities
|
15,376 | 13,910 | ||||||
Commitments and contingencies (Note 12)
|
||||||||
Stockholders’ Deficit
|
||||||||
Preferred stock — $0.001 par value; 10,000,000 shares authorized; 787,103 and 222,103 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
1 | 1 | ||||||
Common stock — $0.001 par value;150,000,000 shares authorized; 82,736,093 and 81,689,238 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
82 | 82 | ||||||
Additional paid-in capital
|
31,681 | 30,963 | ||||||
Accumulated deficit
|
(44,190 | ) | (41,738 | ) | ||||
Total stockholders’ deficit
|
(12,426 | ) | (10,692 | ) | ||||
Total Liabilities and Stockholders’ Deficit
|
$ | 2,950 | $ | 3,218 |
Year Ended December 31, | ||||||||
|
2013
|
|
2012
|
|||||
Net revenues
|
$
|
11,578
|
$
|
20,061
|
||||
Network costs
|
10,305
|
15,431
|
||||||
Gross profit
|
1,273
|
4,630
|
||||||
Operating expenses
|
||||||||
Sales and marketing
|
463
|
647
|
||||||
General and administrative (includes stock based compensation expense of $66 and $249 in 2013 and 2012, respectively)
|
2,922
|
3,339
|
||||||
Total operating expenses
|
3,385
|
3,986
|
||||||
Operating (loss) income
|
(2,112
|
)
|
644
|
|||||
Interest expense, net (includes amortization of debt discount of $137 and $45 for the years ended December 31, 2013 and 2012, respectively)
|
1,031
|
1,122
|
||||||
Accounts payable write-off
|
(51
|
)
|
(322
|
)
|
||||
Gain on forgiveness of debt
|
(640
|
)
|
(383
|
)
|
||||
Gain on conversion of debt to stock
|
—
|
(472
|
)
|
|||||
Net (loss) income
|
$
|
(2,452
|
)
|
$
|
699
|
|||
Basic net (loss) income per common share
|
$
|
(0.03
|
)
|
$
|
0.01
|
|||
Diluted net (loss) income per common share
|
$
|
(0.03
|
)
|
$
|
0.01
|
|||
Shares used to calculate basic net (loss) income per common share
|
82,283
|
73,373
|
||||||
Shares used to calculate diluted net (loss) income per common share
|
82,283
|
97,588
|
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated |
Total
Stockholders’
|
||||||||||||||||||||||||
Shares |
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||
Balance at December 31, 2011
|
25,000 | $ | — | 74,352,728 | $ | 74 | $ | 29,089 | $ | (42,437 | ) | $ | (13,274 | ) | ||||||||||||||
Amortization of stock based compensation
|
— | — | — | — | 249 | — | 249 | |||||||||||||||||||||
Warrants exercised
|
— | — | 614,917 | 1 | 5 | — | 6 | |||||||||||||||||||||
Issuance of Series A2 preferred stock
|
297,103 | 1 | — | — | 291 | — | 292 | |||||||||||||||||||||
Value of warrants issued in connection with Series A2 preferred stock
|
— | — | — | — | 5 | — | 5 | |||||||||||||||||||||
Common stock cancelled on settlement of lawsuit
|
— | — | (4,089,930 | ) | (4 | ) | 4 | — | — | |||||||||||||||||||
Conversion of secured notes to common stock
|
— | — | 10,145,523 | 10 | 833 | — | 843 | |||||||||||||||||||||
Value of warrants issued in connection with restructuring of 2008 and 2009 secured notes
|
— | — | — | — | 101 | — | 101 | |||||||||||||||||||||
Gain on conversion of related parties 2008 and 2009 secured notes
|
— | — | — | — | 106 | — | 106 | |||||||||||||||||||||
Warrants issued in connection with debt
|
— | — | — | — | 281 | — | 281 | |||||||||||||||||||||
Conversion of preferred stock to common
|
(100,000 | ) | — | 666,000 | 1 | (1 | ) | — | — | |||||||||||||||||||
Net income for the year ended December 31, 2012
|
— | — | — | 699 | 699 | |||||||||||||||||||||||
Balance at December 31, 2012
|
222,103 | $ | 1 | 81,689,238 | $ | 82 | $ | 30,963 | $ | (41,738 | ) | $ | (10,692 | ) | ||||||||||||||
Amortization of stock based compensation
|
— | — | — | — | 65 | — | 65 | |||||||||||||||||||||
Fair value of warrants issued in connection with Series A2 preferred stock
|
— | — | — | — | 13 | — | 13 | |||||||||||||||||||||
Issuance of Series A2 preferred stock
|
645,000 | — | — | — | 631 | — | 631 | |||||||||||||||||||||
Conversion of preferred shares to common stock
|
(80,000 | ) | — | 532,800 | — | — | — | — | ||||||||||||||||||||
Warrants exercised
|
— | — | 293,978 | — | 3 | — | 3 | |||||||||||||||||||||
Common stock issued to consultant
|
— | — | 43,333 | — | 6 | — | 6 | |||||||||||||||||||||
Cashless exercise of options for common stock
|
— | — | 176,744 | — | — | — | — | |||||||||||||||||||||
Net loss for the year ended December 31, 2013
|
— | — | — | (2,452 | ) | (2,452 | ) | |||||||||||||||||||||
Balance at December 31, 2013
|
787,103 | $ | 1 | 82,736,093 | $ | 82 | $ | 31,681 | $ | (44,190 | ) | $ | (12,426 | ) |
Year Ended December 31, | ||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$ | (2,452 | ) | $ | 699 | |||
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
|
||||||||
Depreciation and amortization
|
47 | 36 | ||||||
Stock based compensation
|
66 | 249 | ||||||
Amortization of software development cost
|
4 | |||||||
Amortization of debt discount
|
137 | 45 | ||||||
Provision for bad debts
|
31 | — | ||||||
Gain on conversion of debt to common stock
|
— | (472 | ) | |||||
Accounts payable write-off
|
(51 | ) | (322 | ) | ||||
Gain on forgiveness of debt
|
(640 | ) | (383 | ) | ||||
(Increase) decrease in operating assets:
|
||||||||
Accounts receivable
|
288 | (323 | ) | |||||
Prepayments and other current assets
|
(38 | ) | 133 | |||||
Increase (decrease) in operating liabilities:
|
||||||||
Accounts payable
|
2,077 | (140 | ) | |||||
Accrued expenses
|
(56 | ) | 1,356 | |||||
Vendor settlements
|
(427 | ) | (809 | ) | ||||
Deferred revenues and customer deposits
|
68 | 86 | ||||||
Net cash (used in) provided by operating activities
|
(946 | ) | 155 | |||||
Cash flows from investing activities:
|
||||||||
Purchase of equipment
|
(83 | ) | (38 | ) | ||||
Software development in progress
|
(368 | ) | (45 | ) | ||||
Net cash used in investing activities
|
(451 | ) | (83 | ) | ||||
Cash flows from financing activities:
|
||||||||
Principal payments of lines of credit
|
(9,518 | ) | (1,961 | ) | ||||
Proceeds from line of credit
|
10,035 | 1,664 | ||||||
Proceeds from issuance of Series A2 preferred stock
|
645 | 250 | ||||||
Proceeds from exercise of warrants
|
3 | 6 | ||||||
Principal payments on note payable to former shareholder
|
(40 | ) | (33 | ) | ||||
Net cash provided by (used in) financing activities
|
1,125 | (74 | ) | |||||
Net decrease in cash
|
(272 | ) | (2 | ) | ||||
Cash at beginning of year
|
388 | 390 | ||||||
Cash at end of year
|
$ | 116 | $ | 388 |
Telecommunications equipment
|
|
2-3 years
|
Telecommunications software
|
18 months to 2 years
|
|
Computer equipment
|
2 years
|
|
Office equipment and furniture
|
3 years
|
|
Leasehold improvements
|
Useful life or remaining lease term, which ever is shorter
|
·
|
significant underperformance relative to historical or projected future operating results;
|
·
|
significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business; and
|
·
|
significant negative industry or economic trends.
|
December 31,
|
||||||||
|
2013
|
2012
|
||||||
|
|
|||||||
Employee advances
|
$ | 79 | $ | 69 | ||||
Prepaid expenses
|
50 | 32 | ||||||
Prepayments and other current assets
|
$ | 129 | $ | 101 |
December 31,
|
||||||||
|
2013
|
2012
|
||||||
|
|
|||||||
Telecommunications equipment
|
$ | 3,449 | $ | 3,378 | ||||
Computer equipment
|
203 | 203 | ||||||
Telecommunications software
|
107 | 107 | ||||||
Leasehold improvements, office equipment and furniture
|
97 | 86 | ||||||
Total property and equipment
|
3,856 | 3,774 | ||||||
Less: accumulated depreciation and amortization
|
(3,701 | ) | (3,654 | ) | ||||
Property and equipment, net
|
$ | 155 | $ | 120 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Commissions, network costs and other general accruals
|
$ | 1,248 | $ | 1,994 | ||||
Accrued USF and Sales Tax
|
423 | 1,235 | ||||||
Deferred payroll and other payroll related liabilities
|
646 | 544 | ||||||
Interest due on convertible promissory notes and other debt
|
501 | 90 | ||||||
Payments due to third party providers
|
168 | 170 | ||||||
Accrued expenses
|
$ | 2,986 | $ | 4,033 |
December 31
,
2013
|
December 31
,
2012
|
|||||||
Vendor settlements
|
$ | 2,365 | $ | 2,548 | ||||
Secured promissory notes
|
3,405 | 3,140 | ||||||
Note payable to former shareholder
|
126 | 167 | ||||||
Less: Current portion of long-term debt
|
(4,430 | ) | (1,900 | ) | ||||
Long-term debt
|
$ | 1,466 | $ | 3,955 |
2014
|
$ | 4,538 | ||
2015
|
597 | |||
2016
|
463 | |||
2017
|
150 | |||
2018
|
105 | |||
Thereafter
|
151 | |||
$ | 6,004 |
Number
of
Shares
|
Price
per
Share
|
Weighted
Average
Exercise
Price
|
Weighted Average Remaining Contractual Term
|
Aggregate Intrinsic Value
|
|||||||||||||||||
Options outstanding at December 31, 2011
|
6,600,688 | 0.12 | 4.16 | $ | 146,028 | ||||||||||||||||
Granted
|
14,050,000 | 0.04 | to |
0.08
|
0.04 | ||||||||||||||||
Exercised
|
— | — | — | ||||||||||||||||||
Forfeited/expired
|
(1,479,607 | ) | — | 0.18 | |||||||||||||||||
Options outstanding at December 31, 2012
|
19,171,081 | 0.06 | 3.80 | $ | 1,112,897 | ||||||||||||||||
Granted
|
350,000 | 0.10 | 0.10 | ||||||||||||||||||
Exercised
|
— | — | — | ||||||||||||||||||
Forfeited/expired
|
— | — | — | ||||||||||||||||||
Options outstanding at December 31, 2013
|
19,521,081 | $ | 0.06 | 2.95 | $ | 263,843 | |||||||||||||||
Options exercisable at December 31, 2013
|
19,272,642 | $ | 0.06 | 2.94 | $ | 263,843 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Exercise Prices
|
Number
of Shares
|
Average
Remaining
Contractual
Life
(in Years)
|
Weighted
Average
Exercise
Price
|
Number
of Shares
|
Weighted
Average
Exercise Price
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
$ | 0.01 | 1,049,141 | — | $ | 0.01 | 1,049,141 | $ | 0.01 | ||||||||||||||
0.01 | 154,039 | 0.25 | 0.01 | 154,039 | 0.01 | |||||||||||||||||
0.01 | 431,307 | 0.50 | 0.01 | 431,307 | 0.01 | |||||||||||||||||
0.01 | 123,231 | 1.00 | 0.01 | 123,231 | 0.01 | |||||||||||||||||
0.01 | 277,269 | 1.75 | 0.01 | 277,269 | 0.01 | |||||||||||||||||
0.25 | 1,900,000 | 3.75 | 0.25 | 1,900,000 | 0.25 | |||||||||||||||||
0.04 | 13,500,000 | 3.25 | 0.04 | 13,500,000 | 0.04 | |||||||||||||||||
0.07 | 200,000 | 3.50 | 0.07 | 143,750 | 0.07 | |||||||||||||||||
0.08 | 350,000 | 3.75 | 0.08 | 321,875 | 0.08 | |||||||||||||||||
0.10 | 350,000 | 4.25 | 0.10 | 185.936 | 0.10 | |||||||||||||||||
0.01 | 338,884 | 1.75 | 0.01 | 338,884 | 0.01 | |||||||||||||||||
0.01 | 643,880 | 2.00 | 0.01 | 643,880 | 0.01 | |||||||||||||||||
0.01 | 110,907 | 2.00 | 0.01 | 110,907 | 0.01 | |||||||||||||||||
0.01 | 92,423 | 2.25 | 0.01 | 92,423 | 0.01 | |||||||||||||||||
19,521,081 | 19,272,642 |
December 31, 2013
|
December 31, 2012
|
|||||||||||
Risk-free interest rate
|
0.34 | % |
to
|
0.51 |
%
|
0.34 | % |
to
|
0.51 |
%
|
||
Expected lives (in years)
|
2.3 |
to
|
3.5 |
years
|
2.3 |
to
|
3.5 |
years
|
||||
Dividend yield
|
0 |
%
|
0 |
%
|
||||||||
Expected volatility
|
82.0 |
%
|
82.0 |
%
|
||||||||
Forfeiture rate
|
0 |
%
|
0 |
%
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Current assets and liabilities:
|
||||||||
Deferred revenue
|
$ | 94 | $ | 11 | ||||
Allowance for doubtful accounts
|
70 | 60 | ||||||
Accrued expenses
|
407 | 263 | ||||||
Stock based compensation
|
25 | 99 | ||||||
596 | 433 | |||||||
Valuation allowance
|
(596 | ) | (433 | ) | ||||
Net current deferred tax asset
|
$ | — | $ | — | ||||
Non-current assets and liabilities:
|
||||||||
Depreciation and amortization
|
$ | 111 | $ | 127 | ||||
Net operating loss carryforward
|
16,348 | 15,715 | ||||||
16,459 | 15,842 | |||||||
Valuation allowance
|
(16,459 | ) | (15,842 | ) | ||||
Net non-current deferred tax asset
|
$ | — | $ | — |
|
For the Year Ended
December 31,
|
|||||||
2013
|
2012
|
|||||||
|
|
|||||||
Federal statutory tax rate
|
(34 | )% | (34 | )% | ||||
State and local taxes
|
(6 | ) | (6 | ) | ||||
Valuation reserve for income taxes
|
40 | 40 | ||||||
Effective tax rate
|
— | % | — | % |
Year Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Cash paid:
|
||||||||
Interest
|
$ | 268 | $ | 552 | ||||
Non-cash information:
|
||||||||
Common stock, warrants issued and gain on conversion for debt
|
$ | — | $ | 1,050 | ||||
Series A2 preferred stock issued for accounts payable
|
$ | — | $ | 47 | ||||
Fair value of warrants issued in connection with debt
|
$ | — | $ | 281 | ||||
Common stock issued for services
|
$ | 6 | $ | — | ||||
Liability for warrant put feature and line of credit converted to secured promissory note
|
$ | — | $ | 988 |
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||||||
For the Year Ended December 31, 2013
|
|
|
|
|
||||||||||||
Net revenues
|
$ | 4,323 | $ | 2,877 | $ | 2,394 | $ | 1,984 | ||||||||
Operating loss
|
(388 | ) | (480 | ) | (608 | ) | (636 | ) | ||||||||
Net loss
|
(592 | ) | (118 | ) | (873 | ) | (869 | ) | ||||||||
Basic earnings per share
|
$ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | |||||
Diluted earnings per share
|
$ | (0.01 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) |
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||||||
For the Year Ended December 31, 2012
|
||||||||||||||||
Net revenues
|
$ | 4,391 | $ | 4,947 | $ | 5,524 | $ | 5,199 | ||||||||
Operating income (loss)
|
(33 | ) | 200 | 347 | 130 | |||||||||||
Net income (loss)
|
(195 | ) | 191 | 271 | 432 | |||||||||||
Basic earnings per share
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | ||||||||
Diluted earnings per share
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 |
1 Year InterMetro Communications (CE) Chart |
1 Month InterMetro Communications (CE) Chart |
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