Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 15, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'ROOMLINX INC | ' | ' |
Entity Central Index Key | '0001021096 | ' | ' |
Trading Symbol | 'rmlx | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-Known Seasoned Issuer | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 6,411,413 | ' |
Entity Public Float | ' | ' | $4,163,518 |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $2,125,655 | $3,211,182 |
Accounts receivable, net | 1,241,459 | 1,761,503 |
Leases receivable, current portion | 764,879 | 995,220 |
Prepaid and other current assets | 87,303 | 115,902 |
Inventory, net | 1,434,337 | 3,308,792 |
Total current assets | 5,653,633 | 9,392,599 |
Property and equipment, net | 317,486 | 790,873 |
Leases receivable, non-current | 816,487 | 1,672,245 |
Total assets | 6,787,606 | 11,855,717 |
Current liabilities: | ' | ' |
Line of credit, current portion | 464,000 | ' |
Accounts payable | 3,970,034 | 5,079,204 |
Accrued expenses and other current liabilities | 512,683 | 668,012 |
Customer deposits | 1,295,450 | 1,125,248 |
Notes payable and other obligations, current portion | 23,374 | 21,884 |
Unearned income, current portion | 59,344 | 187,540 |
Deferred revenue, current portion | 274,862 | 609,988 |
Total current liabilities | 6,599,747 | 7,691,876 |
Deferred revenue, less current portion | 251,595 | 294,963 |
Notes payable and other obligations, less current portion | 23,449 | 47,691 |
Unearned income, less current portion | 103,268 | 198,404 |
Line of credit, net of discount, less current portion | 3,885,203 | 4,007,177 |
Total liabilities | 10,863,262 | 12,240,111 |
Deficit: | ' | ' |
Common stock - $0.001 par value, 200,000,000 shares authorized: 6,411,413 and 6,405,413 shares issued and outstanding at December 31, 2013 and 2012, respectively | 6,411 | 6,405 |
Additional paid-in capital | 37,460,577 | 36,971,369 |
Accumulated deficit | -41,713,638 | -37,571,896 |
Accumulated other comprehensive income | -18,976 | 7,684 |
Total Roomlinx, Inc. shareholders' deficit | -4,121,626 | -442,438 |
Non-controlling interest | 45,970 | 58,044 |
Total deficit | -4,075,656 | -384,394 |
Total liabilities and deficit | 6,787,606 | 11,855,717 |
Class A Preferred Stock | ' | ' |
Deficit: | ' | ' |
Preferred stock - $0.20 par value, 5,000,000 shares authorized: Class A - 720,000 shares authorized, issued and outstanding (liquidation preference of $144,000 at December 31, 2013 and 2012) | $144,000 | $144,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.20 | $0.20 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 6,411,413 | 6,405,413 |
Common stock, shares outstanding | 6,411,413 | 6,405,413 |
Class A Preferred Stock | ' | ' |
Preferred stock, shares authorized | 720,000 | 720,000 |
Preferred stock, shares issued | 720,000 | 720,000 |
Preferred stock, shares outstanding | 720,000 | 720,000 |
Preferred stock, liquidation preference (in dollars) | $144,000 | $144,000 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Total revenues | $9,448,543 | $13,003,915 |
Operating expenses: | ' | ' |
Operations | 1,278,320 | 2,128,652 |
Product development | 805,885 | 1,280,743 |
Selling, general and administrative | 2,672,324 | 3,047,946 |
Depreciation | 247,706 | 498,168 |
Loss on asset impairment | 832,429 | ' |
Total direct costs and operating expenses | 12,717,263 | 18,831,359 |
Operating loss | -3,268,720 | -5,827,444 |
Non-operating income (expense): | ' | ' |
Interest expense | -642,813 | -601,725 |
Interest income | 180,220 | 287,759 |
Total non-operating income (expense) | -462,593 | -313,966 |
Net loss from continuing operations | -3,731,313 | -6,141,410 |
Discontinued operations: | ' | ' |
Loss from discontinued operations | -422,503 | -1,250,324 |
Net loss | -4,153,816 | -7,391,734 |
Less: net loss attributable to the non-controlling interest | 12,074 | 5,763 |
Net loss attributable to the Company | -4,141,742 | -7,385,971 |
Other comprehensive (loss) income: | ' | ' |
Currency translation (loss) income | -26,660 | 16,486 |
Comprehensive loss | -4,168,402 | -7,369,485 |
Comprehensive loss attributable to the non-controlling interest | ' | ' |
Comprehensive loss attributable to the Company | -4,168,402 | -7,369,485 |
Net loss per common share: | ' | ' |
Basic and diluted (in dollars per share) | ($0.65) | ($1.27) |
Loss attributable to continuing operations per common share Basic and diluted (in dollars per share) | ($0.58) | ($1.06) |
Loss attributable to discontinued operations per common share Basic and diluted (in dollars per share) | ($0.07) | ($0.22) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted (in shares) | 6,407,484 | 5,809,406 |
Hospitality | ' | ' |
Revenues: | ' | ' |
Product and installation | 3,556,389 | 9,034,223 |
Services | 5,030,160 | 3,054,638 |
Direct costs and operating expenses: | ' | ' |
Direct costs (exclusive of operating expenses and depreciation shown separately below): | 6,259,578 | 11,231,195 |
Residential | ' | ' |
Revenues: | ' | ' |
Services | 861,994 | 915,054 |
Direct costs and operating expenses: | ' | ' |
Direct costs (exclusive of operating expenses and depreciation shown separately below): | $621,021 | $644,655 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT (unaudited) (USD $) | Preferred Stock A, Par Value $0.20 | Common Stock, Par Value $0.001 | Additional Paid - in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated (Deficit) | Non-Contolling Interest | Total |
Balance at Dec. 31, 2011 | $144,000 | $5,119 | $33,102,512 | ($8,802) | ($30,185,925) | $63,807 | $3,120,711 |
Balance (in shares) at Dec. 31, 2011 | 720,000 | 5,118,877 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Warrants issued in conjunction with draw on line of credit | ' | ' | 350,167 | ' | ' | ' | 350,167 |
Shares issued at $2.50 per share, net of costs | ' | 1,280 | 2,992,031 | ' | ' | ' | 2,993,311 |
Shares issued at $2.50 per share, net of costs (in shares) | ' | 1,280,000 | ' | ' | ' | ' | ' |
Cashless option exercises | ' | 6 | -6 | ' | ' | ' | ' |
Cashless option exercises (in shares) | ' | 6,536 | ' | ' | ' | ' | ' |
Stock based compensation | ' | ' | 526,665 | ' | ' | ' | 526,665 |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -7,385,971 | -5,763 | -7,391,734 |
Translation loss | ' | ' | ' | 16,486 | ' | ' | 16,486 |
Balance at Dec. 31, 2012 | 144,000 | 6,405 | 36,971,369 | 7,684 | -37,571,896 | 58,044 | -384,394 |
Balance (in shares) at Dec. 31, 2012 | 720,000 | 6,405,413 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Restricted shares of common stock vested | ' | 6 | 11,994 | ' | ' | ' | 12,000 |
Restricted shares of common stock vested (in shares) | ' | 6,000 | ' | ' | ' | ' | ' |
Stock based compensation | ' | ' | 477,214 | ' | ' | ' | 477,214 |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -4,141,742 | -12,074 | -4,153,816 |
Translation loss | ' | ' | ' | -26,660 | ' | ' | -26,660 |
Balance at Dec. 31, 2013 | $144,000 | $6,411 | $37,460,577 | ($18,976) | ($41,713,638) | $45,970 | ($4,075,656) |
Balance (in shares) at Dec. 31, 2013 | 720,000 | 6,411,413 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENT_OF_CHAN1
CONSOLIDATED STATEMENT OF CHANGES IN DEFICIT (Parentheticals) (unaudited) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Statement Of Stockholders' Equity [Abstract] | ' |
Shares issued, per share | $2.50 |
CONSOLIDATED_CASH_FLOW_STATEME
CONSOLIDATED CASH FLOW STATEMENTS (unaudited) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($4,153,816) | ($7,391,734) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 247,706 | 498,168 |
Amortization of debt discount | 342,026 | 332,121 |
Stock-based compensation | 477,214 | 526,665 |
Compensation cost related to restricted stock issuances | 16,077 | ' |
Settlement of royalty payable | ' | -179,834 |
Provision for uncollectable accounts and leases receivable | -48,000 | 352,157 |
Reserve for inventory obsolescence | ' | 30,000 |
Asset impairment | 832,429 | ' |
Loss on discontinued operations | 422,503 | 1,250,324 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | 590,016 | -1,075,299 |
Prepaid and other current assets | 28,599 | 76,319 |
Inventory | 995,345 | -2,240,883 |
Accounts payable and other liabilities | -1,264,499 | 4,832,326 |
Customer deposits | 166,125 | 1,125,248 |
Unearned income | -223,332 | -222,495 |
Deferred revenue | -378,494 | 293,379 |
Total adjustments | 2,203,715 | 5,598,196 |
Net cash used in operating activities: | -1,950,101 | -1,793,538 |
Cash flows from investing activities: | ' | ' |
Lease financing provided to customers | ' | -142,879 |
Payments received on leases receivable | 923,861 | 972,627 |
Purchase of property and equipment | -16,540 | -201,480 |
Net cash provided by investing activities: | 907,321 | 628,268 |
Cash flows from financing activities: | ' | ' |
Proceeds from sale of common stock, net | ' | 2,993,311 |
Proceeds from the line of credit | ' | 1,000,000 |
Proceeds from notes payable | ' | 45,000 |
Payments on capital lease | -11,499 | -13,280 |
Payments on notes payable | -11,253 | -61,526 |
Net cash (used in) provided by financing activities | -22,752 | 3,963,505 |
Effects of foreign currency translation | -19,995 | 51,719 |
Net (decrease) increase in cash and equivalents | -1,085,527 | 2,849,954 |
Cash and equivalents at beginning of period | 3,211,182 | 361,228 |
Cash and equivalents at end of period | 2,125,655 | 3,211,182 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 285,454 | 264,900 |
Non-cash investing and financing activities: | ' | ' |
Restricted stock vested | 12,000 | ' |
Assets acquired under capital lease | ' | 34,617 |
Warrants issued in connection with line of credit | ' | $350,167 |
Organization_and_Significant_A
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Business Description And Accounting Policies [Abstract] | ' |
Organization and Significant Accounting Policies | ' |
1. Organization and Significant Accounting Policies | |
Description of Business: Roomlinx, Inc. (the “Company”) is incorporated under the laws of the state of Nevada. The Company sells, installs, and services in-room media and entertainment solutions for hotels, resorts, and time share properties; including its proprietary Interactive TV platform, internet, and free to guest and video on demand programming. Roomlinx also sells, installs and services telephone, internet, and television services for residential consumers. The Company develops software and integrates hardware to facilitate the distribution of Hollywood, adult, and specialty content, business applications, national and local advertising, and concierge services. The Company also sells, installs and services hardware for wired networking solutions and wireless fidelity networking solutions, also known as Wi-Fi, for high-speed internet access to hotels, resorts, and time share locations. The Company installs and creates services that address the productivity and communications needs of hotel, resort and time share guests, as well as residential consumers. The Company may utilize third party contractors to install such hardware and software. | |
Basis of Consolidation: The consolidated financial statements include Roomlinx, Inc. and its wholly-owned subsidiaries, Canadian Communications LLC, Cardinal Connect, LLC, Cardinal Broadband, LLC, Cardinal Hospitality, Ltd., and Arista Communications, LLC, a 50% subsidiary, controlled by the Company. Canadian Communications and Cardinal Connect, LLC, are non-operating entities. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Discontinued Operations: During the year ended December 31, 2013, the Company terminated all hotel contracts serviced by Cardinal Hospitality, Ltd. (see note 10) meeting the definition under applicable accounting standards of a discontinued operation. All prior periods have been reclassified to present these operations as discontinued. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of continuing operations for all periods presented. | |
Reclassification: Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. | |
Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At December 31, 2013, the Company had approximate balances of cash and cash equivalents of $2,125,000, working capital deficit of $964,000, total deficit of $4,076,000 and accumulated deficit of $41,714,000. To date the Company has in large part relied on debt and equity financing to fund its shortfall in cash generated from operations. As of December 31, 2013, the Company has available approximately $19,800,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited. | |
As described in Note 7, on May 4, 2013, the Company executed a Fourth Amendment to the Revolving Credit, Security and Warrant Purchase Agreement previously entered into by them on June 5, 2009 (the “Original Agreement”). Pursuant to the Amendment, the Original Agreement has been amended to provide that the making of any and all Revolving Loans (as defined in the Original Agreement) shall be at the sole and absolute discretion of Cenfin. Accordingly, the Company’s ability to borrow under the line of credit is at the discretion of the lender, and there are no assurances that the lender will permit the Company to borrow under the line of credit. Management is closely monitoring the cash balances, cash needs and expense levels and has implemented a cost reduction plan. In addition, in March 2014, the Company entered into a merger agreement with a company in a similar industry (see note 17). Accordingly, the Company’s cash balance has remained relatively constant through the six months ended December 31, 2013. If the Company is unable to borrow additional funds under the line of credit or obtain financing from alternative sources, the Company estimates its current cash and cash equivalents are sufficient to fund operations for at least the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
Use of Estimates: The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Fair Value Measurements: The Company discloses fair value information about financial instruments based on a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and 2012. | |
The respective carrying value of certain financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, accounts receivable, leases receivable, accounts payable, accrued liabilities, capital lease obligations, notes payable and the line of credit. The carrying value of cash and cash equivalents, accounts receivable, leases receivable, accounts payable and accrued liabilities approximate fair value due to their short term nature. The carrying amount of capital lease obligations and notes payable approximates their fair values as the pricing and terms of these liabilities approximate market rates. The fair value of the line of credit is not practicable to estimate because of the related party nature of the underlying transactions. The Company has no financial instruments with the exception of cash and cash equivalents (level 1) valued on a recurring basis. | |
Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. | |
Accounts Receivable: Accounts receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Accounts receivable in excess of 30 days old are considered delinquent. Outstanding customer invoices are periodically assessed for collectability. The assessment and related estimate are based on current credit-worthiness and payment history. As of December 31, 2013 and 2012, the Company recorded an allowance in the amount of $181,000 and $229,000, respectively. | |
Inventory: Inventory, principally large order quantity items which are required for the Company’s media and entertainment installations, is stated at the lower of cost (first-in, first-out) basis or market. The Company generally maintains only the inventory necessary for contemplated installations. Work in progress represents the cost of equipment and third party installation related to installations which were not yet completed. | |
The Company performs an analysis of slow-moving or obsolete inventory periodically and any necessary valuation reserves, which could potentially be significant, are included in the period in which the evaluations are completed. As of December 31, 2013 and 2012, the inventory obsolescence reserve of $120,000 was mainly related to raw materials and results in a new cost basis for accounting purposes. | |
Leases Receivable: Leases receivable represent direct sales-type lease financing to cover the cost of installation. These transactions result in the recognition of revenue and associated costs in full upon the customer’s acceptance of the installation project and give rise to a lease receivable equal to the gross lease payments and unearned income representing the implicit interest in these lease payments. Unearned income is amortized over the life of the lease to interest income on a monthly basis. The carrying amount of leases receivable are reduced by a valuation allowance that reflects the Company’s best estimate of the amounts that may not be collected. This estimate is based on an assessment of current creditworthiness and payment history. As of December 31, 2012 an allowance was recorded in the amount of $135,000. No such allowance was recorded as of December 31, 2013. | |
Property and Equipment: Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally five years for leasehold improvements, hospitality and residential equipment, and three years for computer related assets. | |
Long-Lived Assets: The Company reviews the carrying value of long-lived assets, such as property and equipment, whenever events or circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized to reduce the carrying value of the asset to its estimated fair value. | |
Revenue Recognition: Revenue is derived from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and WiFi Fidelity networking solutions. Revenue is recognized when all applicable recognition criteria have been met, which generally include a) persuasive evidence of an existing arrangement; b) fixed or determinable price; c) delivery has occurring or service has been rendered; d) collectability of the sales price is reasonably assured. | |
Installations and service arrangements are contractually predetermined and such contractual arrangements may provide for multiple deliverables, revenue is recognized in accordance with ASC Topic 650, Multiple Deliverable Revenue. The application of ASC Topic 650 may result in the deferral of revenue recognition for installations across the service period of the contract and the re-allocation and/or deferral of revenue recognition across various service arrangements. Below is a summary of such application of the revenue recognition policy as it relates to installation and service arrangements the Company has with its customers. | |
The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest, video on demand and iTV systems as well as residential phone, internet and television. Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement. Analyzing an arrangement to identify all of the elements requires the use of judgment. In the determination of the elements included in Roomlinx agreements, embedded software and inconsequential or perfunctory activities were taken into consideration. | |
Once the Deliverables have been identified, we determine the Relative Fair Value of each Element under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASC Topic 605 as follows: | |
VSOE - Vendor specific objective evidence is still the most preferred criteria with which to establish fair value of a deliverable. VSOE is the price of a deliverable when a company sells it on an open market separately from a bundled transaction. | |
TPE - Third party evidence is the second most preferred criteria with which to establish fair value of a deliverable. The measure for the pricing of this criterion is the price that a competitor or other third party sells a similar deliverable in a similar transaction or situation. | |
RSP - Relative selling price is the price that management would use for a deliverable if the item were sold separately on a regular basis which is consistent with company selling practices. The clear distinction between RSP and VSOE is that under VSOE, management must sell or intend to sell the deliverable separately from the bundle, or has sold the deliverable separately from the bundle already. With RSP, a company may have no plan to sell the deliverable on a stand-alone basis. | |
Hospitality Installation Revenues | |
Hospitality installations include High Speed Internet Access (HSIA), Interactive Television (iTV), Free to Guest (FTG) and Video on Demand (VOD). Under the terms of these typical product sales and equipment installation contracts, a 50% deposit is due at the time of contract execution and is recorded as deferred revenue. Upon the completion of the installation process, deferred revenue is realized. However, in some cases related to VOD installations or upgrades, the Company extends credit to customers and records a receivable against the revenue recognized at the completion of the installation. | |
Additionally, the Company may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of the Company. Under the terms and conditions of the lease arrangements, these leases have been classified and recorded as Sale-Type Leases under ASC Topic 840-30 and accordingly, revenue is recognized upon completion and customer acceptance of the installation which gives rise to a lease receivable and unearned income. | |
For the years ended December 31, 2013 and 2012, the Company recorded $3,556,389 and $9,034,223 of product and installation revenue, respectively. | |
Hospitality Service, Content and Usage Revenues | |
The Company provides ongoing 24x7 support to both its hotel customers and their guests, content and maintenance as applicable to those products purchased, installed and serviced under contract. Generally, support is invoiced in arrears on a monthly basis with content and usage, which are dependent on guest take rates and buying habits. Service maintenance and usage revenue also includes revenue from meeting room services, which are billed as the events occur. | |
Residential Revenues | |
Residential revenues consist of equipment sales and installation charges, support and maintenance of voice, internet, and television services, and content provider residuals, installation commissions, and management fees. Installations charges are added to the monthly service fee for voice, internet, and television, which is invoiced in advance creating deferred revenue to be realized in the appropriate period. The Company’s policy prohibits the issuance of customer credits during the month of cancelation. The Company earns residuals as a percent of monthly customer service charges and a flat rate for each new customer sign up. Residuals are recorded monthly. Commissions and management fees are variable and therefore revenue is recognized at the time of payment. | |
Concentrations | |
Credit Risk: The Company’s operating cash balances are maintained in financial institutions and periodically exceed federally insured limits. The Company believes that the financial strength of these institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations. | |
Accounts Receivable: At December 31, 2013 and 2012, Hyatt Corporation-controlled properties represented 30% and 56%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 36% and 20%, respectively, of accounts receivable. | |
Revenue: For the year ended December 31, 2013 and 2012, Hyatt Corporation-controlled properties contributed 39% and 48%, respectively, and other Hyatt properties in the aggregate contributed 39% and 27%, respectively, of Roomlinx’s US Hospitality revenue. | |
Stock Based Compensation: Roomlinx recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock option compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. | |
Segments: We operate and prepare our financial reports based on two segments; Hospitality and Residential. We have determined these segments based on the location, design, and end users of our products. | |
Hospitality: Our Hospitality segment includes hotels, resorts, and timeshare properties in the United States, Canada, and Other Foreign. As of December 31, 2013 and 2012, Other Foreign included Mexico and Aruba. The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access networks, proprietary Interactive TV platform, free to guest programming, and on-demand movie programming, as well as advertising and e-commerce products. | |
Residential: Our residential segment includes multi-dwelling unit customers and business customers (non-hospitality) in the United States. The products offered include the installation of, and the support and service of, telephone, internet, and television services. | |
Advertising Costs: Advertising costs are expensed as incurred. During the years ended December 31, 2013 and 2012, advertising costs were $39,308 and $78,822, respectively. | |
Foreign Currency Translation: The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars and the resulting gains and losses are included in the consolidated statement of operations as a component of other income (expense). | |
Earnings Per Share: The Company computes earnings per share by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company’s stock options and warrants. Potentially dilutive securities, purchase stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding stock options and warrants are not considered in the calculation as the impact of the potential common shares (totaling 2,423,053 and 2,628,874 as of December 31, 2013 and 2012, respectively) would be to decrease the net loss per share. | |
Income Taxes: The Company accounts for income taxes under the liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax asset is considered to be unlikely. | |
The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. | |
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. | |
Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2013 and 2012 is not material to its results of operations, financial condition, or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2013 and 2012, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company’s results of operations, financial condition or cash flows. | |
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2007 and later tax returns are still subject to examination. | |
Recently Issued and Adopted Accounting Standards: Management has evaluated recently issued pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”) to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements. |
Leases_Receivable
Leases Receivable | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Receivables [Abstract] | ' | ||||
Leases Receivable | ' | ||||
2. Leases Receivable | |||||
As of December 31, 2013, the Company had leases receivable of $1,581,366 compared to $2,802,465, recorded net of an allowance for uncollectable leases receivable of $135,000, at December 31, 2012. During the years ended December 31, 2013 and 2012, the Company received payments of $923,861 and $972,627 respectively. The Company did not enter into any new leases in 2013 versus the Company entered into one lease receivable in the amount of $142,879 in 2012. These leases have initial terms of 60 months and an average interest rate of 9.5%. In addition, during the years ended December 31, 2013 and 2012, the Company recorded a loss of $73,262 and $60,211, respectively, related to the early termination of lease receivable contracts. These amounts are net of the return of equipment to inventory and are included in direct costs in the consolidated statements of comprehensive loss. | |||||
Future minimum receipts on leases receivable are as follows: | |||||
Years Ended | Minimum Receipts | ||||
December 31, | |||||
2014 | $ | 764,878 | |||
2015 | 546,973 | ||||
2016 | 250,464 | ||||
2017 | 19,051 | ||||
$ | 1,581,366 |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
3. Inventory | |||||||||
Inventory balances as of December 31, 2013 and 2012 are as follows: | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 1,399,444 | $ | 2,546,441 | |||||
Work in process | 154,893 | 882,351 | |||||||
1,554,337 | 3,428,792 | ||||||||
Reserve for obsolescence | (120,000 | ) | (120,000 | ) | |||||
Inventory, net | $ | 1,434,337 | $ | 3,308,792 |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
4. Property and Equipment | |||||||||
At December 31, 2013 and 2012, property and equipment consisted of the following: | |||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 17,195 | $ | 17,195 | |||||
Hospitality property equipment | 479,387 | 745,117 | |||||||
Residential property equipment | 351,727 | 351,727 | |||||||
Computers and office equipment | 601,171 | 590,566 | |||||||
Software | 141,807 | 141,807 | |||||||
1,591,287 | 1,846,412 | ||||||||
Accumulated depreciation | (1,273,801 | ) | (1,055,539 | ) | |||||
$ | 317,486 | $ | 790,873 | ||||||
Depreciation expense for the years ended December 31, 2013 and 2012 was $247,706 and $498,168, respectively. | |||||||||
As of December 31, 2013 and 2012, the total assets purchased under capital lease were $64,617 with accumulated amortization of $50,193 and $38,654, respectively. Depreciation of assets under capital lease for the years ended December 31, 2013 and 2012 was $11,539 and $10,905, respectively. |
Asset_Impairment
Asset Impairment | 12 Months Ended |
Dec. 31, 2013 | |
Asset Impairment Charges [Abstract] | ' |
Asset Impairment | ' |
5. Asset Impairment | |
During 2013, the Company maintained inventories to support certain executed Hyatt hotel contracts and SOWs (Statements of Work). | |
The receipt of SOWs plus their respective deposits for the installation of the iTV product in approximately 4,600 rooms resulted in the Company executing purchased orders to acquire appropriate levels of inventories during the year ended December 31, 2012. Thereafter, the parties agreed to a suspension of iTV installations. During the three months ended September 30, 2013, the Company successfully completed the installation of approximately 1,000 of these rooms, which the Company believed could result in Hyatt’s release of those other properties with SOWs for its iTV product; however, there has been no further action by Hyatt. In consideration of this and other factors, as of December 31, 2013, the Company recorded a loss on asset impairment of $832,429 related to inventory. The charge is included in the loss on asset impairment on the consolidated comprehensive statement of loss for the year ended December 31, 2013. | |
In assessing impairment for long-lived assets we followed the provisions of ASC 360. We performed our testing of the asset group and our assessment included contractual terms and identifiable cash flows associated with providing on-going service. In performing the test, we determined that the total of the expected future undiscounted cash flows was less than the carrying value of the asset group. Therefore an impairment charge was required. |
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
Notes Payable | ' | ||||||||
6. Notes Payable | |||||||||
As of December 31, 2013 and 2012, the Company had the following outstanding notes payable: | |||||||||
2013 | 2012 | ||||||||
Note payable to the FCC; monthly principal and interest payment of $1,188; interest at 11% per annum; and matures in August 2016. | $ | 31,261 | $ | 41,178 | |||||
Note payable, assumed as part of the acquisition of Canadian Communications on October 1, 2010, monthly principal and interest payment of $537; interest at 11% per annum; and matured in March 2013. | - | 1,583 | |||||||
31,261 | 42,761 | ||||||||
Less: current portion | (11,065 | ) | (10,631 | ) | |||||
$ | 20,196 | $ | 32,130 | ||||||
Future minimum payments under notes payable are as follows: | |||||||||
Years ended | Minimum Payments | ||||||||
December 31, | |||||||||
2014 | $ | 11,065 | |||||||
2015 | 12,345 | ||||||||
2016 | 7,851 | ||||||||
$ | 31,261 |
Line_of_Credit
Line of Credit | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Line Of Credit [Abstract] | ' | ||||
Line of Credit | ' | ||||
7. Line of Credit | |||||
On June 5, 2009 we entered into a Revolving Credit, Security and Warrant Purchase Agreement (the “Credit Agreement”) with Cenfin LLC, an entity principally owned by significant shareholders of the Company. The Credit Agreement permits us to borrow up to $25 million until June 5, 2017. On May 3, 2013, the Company and Cenfin executed a fourth amendment to the Credit Agreement which provided Cenfin sole and absolute discretion related to funding any advance requested by Roomlinx. Advances must be repaid at the earlier of 5 years from the date of borrowing or at the expiration of the Credit Agreement. The principal balance may be repaid at any time without penalty. Borrowings accrue interest, payable quarterly on the unpaid principal and interest at a rate equal to the Federal Funds Rate at July 15 of each year plus 5% (approximately 5.09% at December 31, 2013). The Credit Agreement is collateralized by substantially all of our assets, and requires we maintain a total outstanding indebtedness to total assets ratio of less than 3 to 1. | |||||
Amounts outstanding under the Credit Agreement were $5,176,000 at December 31, 2013 and 2012. These advances will be repaid at various dates between 2014 and 2017. A total of $19,824,000 is available for future borrowings. Interest expense, exclusive of accretion of the debt discount of $342,026 and $332,121, of $257,566 and $260,221 was recorded for the years ended December 31, 2013 and 2012, respectively. | |||||
The Credit Agreement requires that, in conjunction with each advance, we issue Cenfin warrants to purchase shares of Roomlinx common stock equal to 50% of the principal amount funded divided by (i) $2.00 on the first $5,000,000 of borrowings on or after July 15, 2010 ($4,712,000 as of December 31, 2012) or (ii) thereafter the fair market value of the Company’s common stock on the date of such draw for advances in excess of $5,000,000. The exercise price of the warrants is $2.00 for the warrants issued on the first $5,000,000 of borrowings made after July 15, 2010 and, thereafter, the average of the high and low market price for the Company’s common stock on the date of issuance. The exercise period of these warrants expire three years from the date of issuance. | |||||
Using the Black-Scholes pricing model adjusted for a blockage discount, warrants issued during the year ended December 31, 2012 were valued at approximately $350,000 (see Note 12). The fair value of warrants issued since inception of the Credit Agreement is approximately $2,760,000 which is being amortized to earnings as additional interest expense over the term of the related indebtedness, accordingly additional interest expense of $342,026 and $332,121 was recorded for the years ended December 31, 2013 and 2012, respectively. The unamortized balance of the debt discount was $826,797 and $1,168,823 at December 31, 2013 and 2012, respectively. Borrowings outstanding are reported net of the debt discount associated with these borrowings. | |||||
Future minimum payments under the line of credit are as follows: | |||||
Years ended | Minimum Receipts | ||||
December 31, | |||||
2014 | $ | 464,000 | |||
2015 | 1,232,000 | ||||
2016 | 2,480,000 | ||||
2017 | 1,000,000 | ||||
$ | 5,176,000 | ||||
As noted in management’s plans, the Company has entered into a merger agreement. Upon execution of the merger, the Company is to make a $750,000 accelerated payment to the debt holder. In addition, all payments beginning in December 2014 will be pro-rated based on the accelerated payment. |
Settlement_of_Royalty_Payable
Settlement of Royalty Payable | 12 Months Ended |
Dec. 31, 2013 | |
Settlement Of Royalty Payable [Abstract] | ' |
Settlement of Royalty Payable | ' |
8. Settlement of Royalty Payable | |
In November 2011, the Company entered into a revised license agreement for studio films. Under the terms of the agreement, the Company was required to pay $105,000 in four equal quarterly payments to settle all previous amounts due to a studio. In August 2012, the Company made the final payment resulting in a gain on the settlement of royalty payable in the amount of $179,834, such amount representing the excess of the accrued liability less the agreed upon settlement of $105,000. The settlement of royalty payable is included in other income on the consolidated statement of comprehensive loss for the year ended December 31, 2012. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
9. Commitments and Contingencies | |
Operating Leases: On April 10, 2012 the Company executed a lease agreement for office space with an effective date of May 1, 2012. Terms of the lease established a base rent per square foot plus operating expenses throughout the term of the lease which expires September 30, 2015, and which includes the lessor waiving several months of base rent and pre-defined annual escalation of the base rent per square foot. Effective November 29, 2013, the parties executed a First Amendment wherein the landlord granted the Company a deferred rent period (commencing on July 1, 2013 and ending on July 31, 2014) reducing the base and additional monthly rent to $7,000, thereby deferring approximately $13,700 per month or $178,100, with such amount payable at the end of the deferred rent period, pursuant to which at December 31, 2013 approximately $82,200 was recorded in accounts payable in the accompanying consolidated balance sheet. The Company had a deferred rent liability (exclusive of that recorded in accounts payable) of $46,820 and $55,025 included in other liabilities (current and non-current) as of December 31, 2013 and 2012, respectively. The Company’s future minimum lease payments are as follows: $148,585 and $114,064 for the years ending December 31, 2014 and 2015, respectively. | |
Capital Lease Obligations: The Company has capital lease arrangements related to the acquisition of software. These arrangements are collateralized by the software and expire at varying dates through September 2015 with future minimum lease payments as follows: $12,309 and $3,253 for the years ended December 31, 2014 and 2015, respectively, less imputed interest of $950. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Discontinued Operations | ' | ||||||||
10. Discontinued Operations | |||||||||
In September 2012, we determined not to continue investing in its proprietary traditional VOD system and to move to a third-party video on demand (“VOD”) system, which resulted in the Company recording a loss on asset impairment approximating $1,112,000 (see below). In October 2013, the Company performed an analysis of VOD sales revenue at Cardinal Hospitality Ltd. (“CHL”), its wholly-owned Canadian subsidiary servicing the hospitality industry. The result was that CHL had realized a decline in sales revenue in hotels on a year over year basis, which was attributed to guest preferences such as alternative access to content available via their laptops, our decision in 2012 to not invest in upgrading old technology and the hotels not willing to purchase newer technology. Further, the Company determined CHL did not provide positive cash flow and therefore at the end of November, the Company determined to issue a notice to all CHL customers that it would no longer provide support as of December 20, 2013. | |||||||||
CHL properties include hotels in Canada and the Caribbean providing VOD. Under ASC 205-20-45-1, the elimination of operations result in the presentation of a loss from discontinued operations in the consolidated statements of comprehensive loss for the years December 31, 2013 and 2012. | |||||||||
During the three months ended September 30, 2012, the Company determined that it would no longer utilize its proprietary VOD system in future VOD service installations. Rather than invest in upgrading or refreshing its proprietary technology, the Company determined it would purchase a third-party platform for all future VOD installations. In addition, it concluded that its primary business strategy and technology development efforts will be focused on its proprietary interactive TV platform. Due to the economy class nature of the CHL properties, management determined that the interactive TV platform is not appropriate for deployment at those properties. Consequently, while services provided to the CHL properties will continue, no significant new business development will be pursued. | |||||||||
As a result of this strategic change we performed an evaluation as of September 30, 2012 of our long-lived assets associated with the CHL properties consisting primarily of property, plant, and equipment and property receivables. In assessing impairment for long-lived assets we followed the provisions of ASC 360. We performed our testing of the asset group at the individual property level, and our assessment included contractual terms and identifiable cash flows associated with providing on-going service. | |||||||||
In performing the test, we determined that the total of the expected future undiscounted cash flows directly related to services provided at the CHL properties was less than the carrying value of the asset group. Therefore, an impairment charge was required. An impairment charge of approximately $920,000 and $47,000 related to property, plant and equipment and property receivables, respectively, represented the difference between the fair values of the asset group and its carrying values and is reflected as loss on asset impairment in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2012. The impairment charges resulted from the excess of the carrying value of the asset group over the fair value (calculated based on the discounted expected future cash flows associated with VOD and free to guest services during the underlying contractual period). | |||||||||
In addition, we performed an analysis of the value of inventory held by CHL to determine the impact of the change in business strategy, as of September 30, 2012. We determined that a write off of approximately $146,000 was required to reflect the obsolete nature of the inventory associated with VOD service. The charge is included in the loss from discontinued operations (see Note 10) in the consolidated statement of comprehensive loss for the year ended December 31, 2012. | |||||||||
Below is the statement of comprehensive loss related to the asset group serviced by CHL for the years ended December 31, 2013 and 2012. | |||||||||
2013 | 2012 | ||||||||
Hospitality services revenue | $ | 356,097 | $ | 611,950 | |||||
Direct costs (exclusive of operating expenses and depreciation shown separately below): | 355,019 | 761,391 | |||||||
Selling, general and administrative | 27,108 | 15,800 | |||||||
Depreciation | 110,688 | 152,447 | |||||||
Loss on asset impairment | - | 1,112,470 | |||||||
492,815 | 2,042,108 | ||||||||
Operating loss | (136,718 | ) | (1,430,158 | ) | |||||
Non-operating (expense) income forgiveness of debt | - | 179,834 | |||||||
Loss from operations | (136,718 | ) | (1,250,324 | ) | |||||
Loss on disposal of operations | (285,785 | ) | - | ||||||
Net loss on discontinued operations | $ | (422,503 | ) | $ | (1,250,324 | ) |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
11. Income Taxes | |||||||||
At December 31, 2013, the Company has tax loss carryforwards approximating $14,000,000 that expire at various dates through 2031 (IRC Section 382 may impose limitations in available NOL carryforwards related to certain transactions which are deemed to be ownership changes, including proposed 2014 transaction described in note 17). The principal difference between the net loss for book purposes and the net loss for income tax purposes relates to expenses that are not deductible for tax purposes, including reorganization costs, impairment of goodwill, stock issued for services and amortization of debt discount. | |||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2013, are presented below: | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward - federal | $ | 4,852,000 | $ | 4,147,000 | |||||
Net operating loss carry forward - state | 431,000 | 369,000 | |||||||
Stock-based compensation | 458,000 | 387,000 | |||||||
Property and equipment | 374,000 | 479,000 | |||||||
Allowance for doubtful accounts | 71,000 | 135,000 | |||||||
Other | 93,000 | 93,000 | |||||||
6,279,000 | 5,610,000 | ||||||||
Valuation allowance | (6,279,000 | ) | (5,610,000 | ) | |||||
$ | - | $ | - | ||||||
At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. There are limitations on the utilization of net operating loss carry forwards, including a requirement that losses be offset against future taxable income, if any. In addition, IRC Section 382 may impose limitations in available NOL carryforwards related to certain transactions which are deemed to be ownership changes. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The increase in the valuation allowance was approximately $712,000 during 2013. | |||||||||
Income taxes at statutory rates are reconciled to the Company’s actual income taxes as follows: | |||||||||
2013 | 2012 | ||||||||
Federal income tax at statutory rate of 34% | $ | (1,412,000 | ) | $ | (2,514,000 | ) | |||
State tax net of federal tax effect | (125,000 | ) | (222,000 | ) | |||||
Effect of permanent differences | 359,000 | 224,000 | |||||||
Asset impairment | 308,000 | - | |||||||
Other net | 201,000 | (23,000 | ) | ||||||
Valuation allowance | 669,000 | 2,535,000 | |||||||
$ | - | $ | - | ||||||
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company’s previously filed returns. The Company’s 2007 and later tax returns are still subject to examination. |
Equity
Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Equity | ' | ||||||||||||||||
12. Equity | |||||||||||||||||
Preferred Stock: The Company has authorized 5,000,000 preferred shares with a $0.20 par value, of which 720,000 shares have been designated as Class A Preferred Stock. The Class A Preferred stock has a liquidation preference of $0.20 per share and is entitled to receive cumulative annual dividends at the rate of 9%, payable in either cash or additional shares of Class A Preferred Stock, at the option of the Company. As of December 31, 2013 and 2012, there were 720,000 shares of Class A Preferred Stock issued and outstanding. Undeclared Class A dividends accumulated and unpaid as of December 31, 2013 and 2012, were $198,120 and $185,160, respectively; these dividends are not included in accrued expenses. | |||||||||||||||||
Common Stock: The Company has authorized 200,000,000 shares of $0.001 par value common stock. As December 31, 2013 and 2012, there were 6,411,413 and 6,504,413 shares of common stock issued and outstanding, respectively. | |||||||||||||||||
During the year ended December 31, 2013, the Company granted 24,000 restricted shares of common stock at a fair market value of $2.00 per share (equal to the closing price of the Company’s common stock quoted on the NASDAQ Bulletin Board Service as of the grant date) to three non-employee directors of the Company. The shares vest in equal annual installments beginning on August 27, 2013 through 2015. | |||||||||||||||||
As of July 31, 2013, one of the non-employee directors resigned resulting in the forfeiture of 6,000 restricted shares of common stock. During the year ended December 31, 2013, the Company recognized non-employee director compensation cost of $16,077 recorded in selling, general and administrative expenses in the consolidated statement of comprehensive loss and in accrued expenses in the accompanying balance sheet. | |||||||||||||||||
On May 4, 2012, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain investors (collectively, the “Investors”), pursuant to which the Investors purchased Units from the Company for a purchase price of $2.50 per Unit. Each Unit consisted of (x) one share of common stock of the Company and (y) a warrant to purchase one-half share of common stock at an exercise price of $3.75 per share, subject to adjustment as provided in the warrant. The Company sold and issued an aggregate of 1,200,000 shares of common stock to the Investors and issued warrants to the Investors for the purchase of an additional 600,000 shares of common stock. Subsequently on June 20, 2012, the Company sold and issued an additional 80,000 shares of common stock and 40,000 warrants to certain other investors pursuant to an amendment to the SPA. In the aggregate, the Company received net proceeds of $2,993,311 (gross proceeds of $3,200,000 less $206,689 of offering expenses) from these transactions. Proceeds from such transactions have been and will be used for general corporate and working capital purposes including deployment of the Company’s iTV applications under the Master Service Agreement with Hyatt Corporation. | |||||||||||||||||
Management reviewed the accounting treatment for the warrants issued under the SPA and determined the warrants met the applicable requirement under ASC 815-40-25 for equity classification. Accordingly, these warrants are classified within equity as of December 31, 2012. Under the terms of a Registration Rights Agreement (“RRA”) between the Company and the Investors in conjunction with the SPA, the Company filed a Form S-1 Registration Statement with the SEC on June 18, 2012, for the purpose of registering under the Securities Act the shares of common stock issued pursuant to the SPA and the shares of common stock to be issued upon exercise of the warrants issued pursuant to the SPA. Such registration statement was declared effective by the SEC on August 30, 2012. | |||||||||||||||||
Warrants: | |||||||||||||||||
During the year ended December 31, 2012, 250,000 warrants were granted pursuant to the clauses in the Cenfin Credit Agreement. The warrants were issued at an exercise price of $2.00, vested immediately, and expire 3 years from the date of grant. In addition, 640,000 warrants were issued pursuant to clauses in the Stock Purchase Agreement dated May 4, 2012 at an exercise price of $3.75, vested immediately, and expire 3 years from the grant date. No warrants were issued in the year ended December 31, 2013. | |||||||||||||||||
The following are assumptions utilized in estimation of the fair value of the warrants granted during the year ended December 31, 2012: | |||||||||||||||||
2012 | |||||||||||||||||
Term | 3 years | ||||||||||||||||
Expected volatility | 136% - 148 | % | |||||||||||||||
Risk free interest rate | 0.35% - 0.57 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
The following is a summary of such outstanding warrants for the year ended December 31, 2013: | |||||||||||||||||
Warrants | Shares Underlying Warrants | Weighted Average | Weighted Remaining Contractual | Aggregate Intrinsic | |||||||||||||
Exercise | Life (in years) | Value | |||||||||||||||
Price | |||||||||||||||||
Outstanding at January 1, 2013 | 1,542,800 | $ | 2.84 | ||||||||||||||
Granted and Issued | - | - | |||||||||||||||
Expired/Cancelled | - | - | |||||||||||||||
Outstanding and exercisable at December 31, 2013 | 1,542,800 | $ | 2.84 | 1.01 | $ | - | |||||||||||
Options: | |||||||||||||||||
In 2004, the Company adopted a long term incentive stock option plan (the “Stock Option Plan”) which covers key employees, officers, directors and other individuals providing bona fide services to the Company. On December 27, 2012, subject to stockholder approval, the board of directors voted to amend the Stock Option Plan to (i) adjust the maximum allowable shares of common stock upon exercise of options which may be granted from 1,200,000 to 2,000,000 shares of common stock and (ii) remove the provision from the Stock Option Plan which provided that any shares that are surrendered to or withheld by the Company in connection with any award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. As of December 31, 2013, options to purchase 880,253 shares were outstanding. The options vest as determined by the Board of Directors and are exercisable for a period of no more than 10 years. | |||||||||||||||||
On January 11, 2013, the board of directors approved the grant of 30,000 Incentive Stock Options at an exercise price of $0.60 per share. These options vest ratably on the anniversary date over a three year period and expire 7 years from the grant date. The weighted average grant date fair value of such options was $1.68. | |||||||||||||||||
On June 14, 2013, the Company had outstanding options to purchase an aggregate of 925,027 shares of common stock, of which options to purchase 300,833 shares of common stock were Hyatt Options, when the Board determined to reduce the exercise price of a total of 354,445 of the non-Hyatt Options to $0.60 per share (the closing price of the common stock on June 14, 2013 was $0.60 per share). None of the Options subject to the exercise price reduction were Hyatt Options. | |||||||||||||||||
During the year ended December 31, 2012, the board of directors approved the grant of an aggregate of 516,247 Incentive Stock Options and 405,570 Non-Qualified Stock Options. Such options were issued at exercise prices between $2.00 and $2.90, vest at various times over three years, and expire 7 years from the grant date. | |||||||||||||||||
Pursuant to the execution of the Hyatt MSA, on March 14, 2012 the board of directors approved the grant of 500,000 stock options (“Hyatt options”) at a strike price of $4.00 vesting on a pro rata basis over three years or the acceleration of such vesting rights relative to installation performance metrics at the Hyatt properties as defined by the board of directors, whichever is greater, and expiring 7 years from the date of grant. On December 27, 2012, the board of directors approved re-pricing the Hyatt options from the exercise price of $4.00 per share to $2.10 per share ($0.10 above the closing price per the NASDAQ OTC Bulletin as of that date). | |||||||||||||||||
The following are the assumptions utilized in the estimation of stock-based compensation related to the stock option grants for the years ended December 31, 2013 and 2012: | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected term | 7 years | 7 years | |||||||||||||||
Expected volatility | 213 | % | 214% - 225 | % | |||||||||||||
Risk free interest rate | 1.28 | % | 1.11% - 1.69 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
A summary of stock option activity under the Stock Option Plan for the year ended December 31, 2013 is presented below: | |||||||||||||||||
Number of | Weighted Average | Remaining Contractual | Aggregate Intrinsic | ||||||||||||||
Shares | Exercise | Life (in | Value | ||||||||||||||
Price | years) | ||||||||||||||||
Outstanding at January 1, 2013 | 1,086,074 | $ | 2.74 | ||||||||||||||
Granted | 30,000 | 0.6 | |||||||||||||||
Forfeited | (235,821 | ) | 2.17 | ||||||||||||||
Outstanding at December 31, 2013 | 880,253 | $ | 1.6 | 1.49 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 495,209 | $ | 1.55 | 1.47 | $ | - | |||||||||||
The Company recorded stock-based compensation expense of $477,214 and $526,665 for the years ended December 31, 2013 and 2012, respectively. The amounts are recorded in direct costs, operations, product development and selling, general and administrative expense in the consolidated statement of comprehensive income (loss). The fair value of stock options that vested and became exercisable during the years ended December 31, 2013 and 2012 was $337,908 and $31,897, respectively. At December 31, 2013, there was approximately $626,000 in unrecognized compensation cost related to stock options that will be recorded over a weighted average future period of approximately 2 years. | |||||||||||||||||
A summary of the activity of non-vested options under the Company’s plan for the year ended December 31, 2013 is presented below: | |||||||||||||||||
Non-vested | Weighted | Weighted | |||||||||||||||
Shares | Average | Average | |||||||||||||||
Underlying | Exercise | Grant Date | |||||||||||||||
Options | Price | Fair Value | |||||||||||||||
Non-vested at January 1, 2013 | 763,363 | $ | 2.16 | $ | 1.95 | ||||||||||||
Granted | 30,000 | 0.6 | 0.52 | ||||||||||||||
Vested | (219,502 | ) | 1.48 | 1.41 | |||||||||||||
Forfeited | (188,817 | ) | 2.08 | 2.26 | |||||||||||||
Non-vested at December 31, 2013 | 385,044 | $ | 1.34 | $ | 1.31 |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
13. Segment Information | |||||||||||||||||
Financial information for our segment as of and for the years ended December 31, 2013 and 2012, is as follows: | |||||||||||||||||
Hospitality | Residential | Corporate | Totals | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Revenue | $ | 8,586,549 | $ | 861,994 | $ | - | $ | 9,448,543 | |||||||||
Operating loss | (986,959 | ) | (292,108 | ) | (1,989,653 | ) | (3,268,720 | ) | |||||||||
Depreciation expense | (106,844 | ) | (59,012 | ) | (81,850 | ) | (247,706 | ) | |||||||||
Stock based compensation | - | - | (477,214 | ) | (477,214 | ) | |||||||||||
Loss on asset impairment | (832,429 | ) | - | - | (832,429 | ) | |||||||||||
Loss on discontinued operations | (422,503 | ) | - | - | (422,503 | ) | |||||||||||
Acquisition of property and equipment | - | - | 16,540 | 16,540 | |||||||||||||
Net loss | $ | (1,247,632 | ) | $ | (291,108 | ) | $ | (2,615,076 | ) | $ | (4,153,816 | ) | |||||
Year ended December 31, 2012 | |||||||||||||||||
Revenue | $ | 12,088,861 | $ | 915,054 | $ | - | $ | 13,003,915 | |||||||||
Operating loss | (3,944,407 | ) | (207,473 | ) | (1,675,564 | ) | (5,827,444 | ) | |||||||||
Depreciation expense | (357,306 | ) | (59,012 | ) | (81,850 | ) | (498,168 | ) | |||||||||
Stock based compensation | (184,581 | ) | (568 | ) | (341,516 | ) | (526,665 | ) | |||||||||
Loss on asset impairment | - | - | - | - | |||||||||||||
Loss on discontinued operations | (1,250,324 | ) | - | - | (1,250,324 | ) | |||||||||||
Acquisition of property and equipment | - | - | 201,480 | 201,480 | |||||||||||||
Net loss | $ | (5,174,151 | ) | $ | (207,473 | ) | $ | (2,010,110 | ) | $ | (7,391,734 | ) | |||||
As of December 31, 2013 | |||||||||||||||||
Total assets | $ | 6,382,239 | $ | 223,586 | $ | 181,781 | $ | 6,787,606 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total assets | $ | 11,363,514 | $ | 286,891 | $ | 205,312 | $ | 11,855,717 | |||||||||
Financial information of geographical data by segment as of and for the years ended December 31, 2013 and 2012, is as follows: | |||||||||||||||||
United States | Canada | Other Foreign | Totals | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Hospitality: | |||||||||||||||||
Product and installation | $ | 3,137,766 | $ | 281,528 | $ | 137,095 | $ | 3,556,389 | |||||||||
Services | 4,912,804 | 79,449 | 37,907 | 5,030,160 | |||||||||||||
Residential: | |||||||||||||||||
Services | 861,994 | - | - | 861,994 | |||||||||||||
Totals | $ | 8,912,564 | $ | 360,977 | $ | 175,002 | $ | 9,448,543 | |||||||||
Year ended December 31, 2012 | |||||||||||||||||
Hospitality: | |||||||||||||||||
Product and installation | $ | 9,034,223 | $ | - | $ | - | $ | 9,034,223 | |||||||||
Services | 2,888,518 | 41,873 | 124,247 | 3,054,638 | |||||||||||||
Residential: | |||||||||||||||||
Services | 915,054 | - | - | 915,054 | |||||||||||||
Totals | $ | 12,837,795 | $ | 41,873 | $ | 124,247 | $ | 13,003,915 | |||||||||
As of December 31, 2013 | |||||||||||||||||
Total assets | $ | 6,669,827 | $ | - | $ | 117,779 | $ | 6,787,606 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total assets | $ | 11,222,082 | $ | 527,920 | $ | 105,715 | $ | 11,855,717 |
Arista_Communications_LLC
Arista Communications, LLC. | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Joint Venture [Abstract] | ' | ||||||||
Arista Communications, LLC. | ' | ||||||||
14. Arista Communications, LLC. | |||||||||
Roomlinx, Inc. has a 50% joint venture ownership in, and manages the operations for Arista Communications, LLC (“Arista”). The other 50% of Arista is owned by Wiens Real Estate Ventures, LLC, a Colorado limited liability company (“Weins”). Roomlinx acquired its 50% interest in Arista through its acquisition of Canadian Communications, LLC, on October 1, 2010. | |||||||||
Arista provides telephone, internet, and television services to residential and business customers located in the Arista community in Broomfield, Colorado. As the operations manager for Arista, in accordance with ASC 810, Consolidation, the Company determined that Arista is a variable interest entity that must be consolidated, Roomlinx reports 100% of Arista revenues and expenses in its statement of comprehensive income (loss) and 100% of Arista assets, liabilities, and equity transactions on its balance sheet. Roomlinx then records the non-controlling interest allocation. | |||||||||
Financial information for Arista Communications, LLC, for the years ended December 31, 2013 and the 2012 is as follows: | |||||||||
2012 | 2012 | ||||||||
Revenue | $ | 76,690 | $ | 92,374 | |||||
Direct Costs | (65,690 | ) | (66,378 | ) | |||||
Operating expense | (35,147 | ) | (37,523 | ) | |||||
Net loss | $ | (24,147 | ) | $ | (11,527 | ) | |||
Weins’ share of the net loss is $12,074 and $5,763 for the years ended December 31, 2013 and 2012, respectively. |
Contingent_Liabilities
Contingent Liabilities | 12 Months Ended |
Dec. 31, 2013 | |
Loss Contingency [Abstract] | ' |
Contingent Liabilities | ' |
15. Contingent Liabilities | |
The Company is in receipt of a letter from Technology Integration Group (“TIG”) demanding payment of approximately $2,430,000 with respect to inventory and services which the Company purchased from TIG. As of December 31, 2013 and 2012, the Company had approximately $2,100,000 (net of payments made in 2013) and $2,430,000, respectively, recorded in accounts payable in the accompanying consolidated balance sheets. TIG subsequently filed an action in California State Court although the Company has not yet been served in such action. The Company believes that it has meritorious defenses and counterclaims in respect of TIG’s claim. The Company intends to pursue a settlement of all claims with TIG and is in discussions with TIG in respect thereof. | |
The Company is in receipt of a request for indemnification from Hyatt in connection with a case brought in US Federal Court in California by Ameranth, Inc., against, among others, Hyatt. In connection with such case, the plaintiffs have identified the Company’s e-concierge software as allegedly infringing Ameranth’s patents. The Company licenses the e-concierge software from a third party and accordingly has made a corresponding indemnification request to such third party. The Company believes that any such claim may also be covered by the Company’s liability insurance coverage and accordingly the Company does not expect that this matter will result in any material liability to the Company. | |
The Company is in receipt of a District Court Civil Summons, dated August 23, 2013, in the matter of “ScanSource v. Roomlinx, Inc.”, commenced in the District Court of Greenville County, South Carolina (the “Action”). The plaintiffs in the Action claim that the Company owes them approximately $473,000 with respect to inventory which the Company purchased. The amount is recorded in accounts payable in the accompanying consolidated balance sheets as of December 31, 2013 and 2012. The Company intends to pursue a settlement of all claims. | |
The Company is in receipt of a letter from the BSA Software Alliance (“BSA”) in connection with copyright infringement of computer software products alleging the unauthorized duplication of various computer software products. BSA has threatened to file an action against the Company if it does not timely respond to its request for an internal audit. The Company intends to review BSA’s claims and respond appropriately. | |
The Company is in receipt of a letter from an attorney representing a past employee claiming retaliation and discrimination in connection with the termination of his employment seeking damages approximating $85,000. No claim has been file with the District Court. The Company rejects these charges and should it be served with a summons, the Company will vigorously defend its position. | |
Other than the foregoing, no material legal proceedings to which the Company (or any officer or director of the Company, or any affiliate or owner of record or beneficially of more than five percent of the Common Stock, to management’s knowledge) is party to or to which the property of the Company is subject is pending, and no such material proceeding is known by management of the Company to be contemplated. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
16. Related Party Transactions | |
Effective July 25, 2012, Roomlinx entered into a consulting arrangement for marketing services with TRG, Inc., an entity owned by Michael S. Wasik, the CEO and Chairman of Roomlinx. The marketing services were to be performed by Chris Wasik, the wife of Mr. Wasik. As of December 31, 2012, Roomlinx had paid TRG $94,950 for services performed in accordance with said arrangement. At the beginning of December 2012, Chris Wasik became an employee of Roomlinx as its Director of Marketing with a salary of $85,000 per annum, effectively severing the consulting arrangement with TRG. Subsequently in December 2013, Ms. Wasik assumed responsibility for the Company’s call center at which time her salary was increased to $101,400. For the year ended December 31, 2013, Ms. Wasik was paid $88,275 as an employee of the Company. | |
The wife of Jason Andrew Baxter, the Company’s Chief Operating Officer, provides certain contract and financial services to the Company through Baxter Facilities, LLC, a limited liability company co-owned by Mr. Baxter. The Company has paid Baxter Facilities, LLC $23,448 and $46,321 for its services for the years ended December 31, 2013 and 2012. |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
17. Subsequent Event | |
The Company is in receipt of a District Court Civil Summons, dated May 29, 2012, in the matter of “CLC Networks, Inc. and Skada Capital, LLC v. Roomlinx, Inc.”, commenced in the District Court of Boulder County, Colorado (the “Action”). The plaintiffs in the Action claimed that the Company owed them certain unpaid sales commissions, including with respect to Hyatt Corporation in connection with that certain Master Services and Equipment Purchase Agreement, as described in the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 13, 2012. | |
Effective February 3, 2014, the parties executed a Compromise and Settlement Agreement (the “Settlement Agreement”) in which the parties mutually agreed to all of its contents and the consideration transferred does not in any way constitute an admission of disputed facts. Under the terms of the Settlement Agreement, the Company agrees to consideration in an amount of $106,528, such payment to consist of nineteen equal installments approximating $5,607 with the first payment due on March 15, 2014 and the final payment due on September 15, 2015. Upon receipt of the final payment the plaintiff in the Action will take such action as necessary to dismiss the Action. As of December 31, 2013, the consideration is recorded in accrued expenses on the consolidated balance sheet. | |
On March 14, 2014, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with Signal Point Holdings Corp. (“Signal Point”) and Roomlinx Merger Corp., a wholly-owned subsidiary of the Company (“Merger Subsidiary”). Upon the terms and subject to the conditions set forth in the Merger Agreement, the Merger Subsidiary will be merged with and into Signal Point, a provider of domestic and international telecommunications services, with Signal Point continuing as the surviving entity in the merger. Simultaneous with the effective time of the merger, the Company will affect a reverse split of its common stock utilizing a ratio resulting in the Company having 600,000 shares of common stock issued and outstanding following the reverse stock split. | |
The effect of the merger will result in the owners of Signal Point holding 86% of the Company’s common stock at the date of the transaction and the holders of the Company’s stock immediately prior to the transaction owning 14%. Cenfin, LLC, a secured lender of the Company, will receive a currently undetermined number of shares to be included in the 14% ownership. The preferred shareholders will receive payments with respect to their shares (currently undetermined) and upon execution of the merger, there will be no shares of the Company’s preferred stock outstanding. In addition, upon merger, all outstanding options immediately prior to the transaction will be terminated. | |
All conditions included in the Merger Agreement must be completed (some of which require approval of the Company’s shareholders) in order for the merger to be executed. Upon completing all conditions, the Company will receive a cash contribution from Signal Point of $1,000,000 (subject to certain use limitations) at the closing of the merger. Upon execution, the Company will have certain obligations including an accelerated debt payment of $750,000 (see Note 7), payments to preferred stock holders, and bonus payments of approximately $500,000 to certain officers of the Company in accordance with employment agreements which will be incurred and become due upon completion of the merger. |
Organization_and_Significant_A1
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Business Description And Accounting Policies [Abstract] | ' |
Basis of Consolidation | ' |
Basis of Consolidation: The consolidated financial statements include Roomlinx, Inc. and its wholly-owned subsidiaries, Canadian Communications LLC, Cardinal Connect, LLC, Cardinal Broadband, LLC, Cardinal Hospitality, Ltd., and Arista Communications, LLC, a 50% subsidiary, controlled by the Company. Canadian Communications and Cardinal Connect, LLC, are non-operating entities. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Discontinued Operations | ' |
Discontinued Operations: During the year ended December 31, 2013, the Company terminated all hotel contracts serviced by Cardinal Hospitality, Ltd. (see note 10) meeting the definition under applicable accounting standards of a discontinued operation. All prior periods have been reclassified to present these operations as discontinued. Financial information in the consolidated financial statements and related notes have also been revised to reflect the results of continuing operations for all periods presented. | |
Reclassification | ' |
Reclassification: Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. | |
Going Concern and Management Plans | ' |
Going Concern and Management Plans: The Company has experienced recurring losses and negative cash flows from operations. At December 31, 2013, the Company had approximate balances of cash and cash equivalents of $2,125,000, working capital deficit of $964,000, total deficit of $4,076,000 and accumulated deficit of $41,714,000. To date the Company has in large part relied on debt and equity financing to fund its shortfall in cash generated from operations. As of December 31, 2013, the Company has available approximately $19,800,000 under its line of credit, however, as described below, any borrowings under the line of credit could be limited. | |
As described in Note 7, on May 4, 2013, the Company executed a Fourth Amendment to the Revolving Credit, Security and Warrant Purchase Agreement previously entered into by them on June 5, 2009 (the “Original Agreement”). Pursuant to the Amendment, the Original Agreement has been amended to provide that the making of any and all Revolving Loans (as defined in the Original Agreement) shall be at the sole and absolute discretion of Cenfin. Accordingly, the Company’s ability to borrow under the line of credit is at the discretion of the lender, and there are no assurances that the lender will permit the Company to borrow under the line of credit. Management is closely monitoring the cash balances, cash needs and expense levels and has implemented a cost reduction plan. In addition, in March 2014, the Company entered into a merger agreement with a company in a similar industry (see note 17). Accordingly, the Company’s cash balance has remained relatively constant through the six months ended December 31, 2013. If the Company is unable to borrow additional funds under the line of credit or obtain financing from alternative sources, the Company estimates its current cash and cash equivalents are sufficient to fund operations for at least the next twelve months. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
Use of Estimates | ' |
Use of Estimates: The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Fair Value Measurements | ' |
Fair Value Measurements: The Company discloses fair value information about financial instruments based on a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013 and 2012. | |
The respective carrying value of certain financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, accounts receivable, leases receivable, accounts payable, accrued liabilities, capital lease obligations, notes payable and the line of credit. The carrying value of cash and cash equivalents, accounts receivable, leases receivable, accounts payable and accrued liabilities approximate fair value due to their short term nature. The carrying amount of capital lease obligations and notes payable approximates their fair values as the pricing and terms of these liabilities approximate market rates. The fair value of the line of credit is not practicable to estimate because of the related party nature of the underlying transactions. The Company has no financial instruments with the exception of cash and cash equivalents (level 1) valued on a recurring basis. | |
Cash and cash equivalents | ' |
Cash and cash equivalents: The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents. From time to time, the Company’s cash account balances exceed the balances as covered by the Federal Deposit Insurance System. The Company has never suffered a loss due to such excess balances. | |
Accounts Receivable | ' |
Accounts Receivable: Accounts receivables are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Accounts receivable are stated at the amount billed to the customer. Accounts receivable in excess of 30 days old are considered delinquent. Outstanding customer invoices are periodically assessed for collectability. The assessment and related estimate are based on current credit-worthiness and payment history. As of December 31, 2013 and 2012, the Company recorded an allowance in the amount of $181,000 and $229,000, respectively. | |
Inventory | ' |
Inventory: Inventory, principally large order quantity items which are required for the Company’s media and entertainment installations, is stated at the lower of cost (first-in, first-out) basis or market. The Company generally maintains only the inventory necessary for contemplated installations. Work in progress represents the cost of equipment and third party installation related to installations which were not yet completed. | |
The Company performs an analysis of slow-moving or obsolete inventory periodically and any necessary valuation reserves, which could potentially be significant, are included in the period in which the evaluations are completed. As of December 31, 2013 and 2012, the inventory obsolescence reserve of $120,000 was mainly related to raw materials and results in a new cost basis for accounting purposes. | |
Leases Receivable | ' |
Leases Receivable: Leases receivable represent direct sales-type lease financing to cover the cost of installation. These transactions result in the recognition of revenue and associated costs in full upon the customer’s acceptance of the installation project and give rise to a lease receivable equal to the gross lease payments and unearned income representing the implicit interest in these lease payments. Unearned income is amortized over the life of the lease to interest income on a monthly basis. The carrying amount of leases receivable are reduced by a valuation allowance that reflects the Company's best estimate of the amounts that may not be collected. This estimate is based on an assessment of current creditworthiness and payment history. As of December 31, 2012 an allowance was recorded in the amount of $135,000. No such allowance was recorded as of December 31, 2013. | |
Property and Equipment | ' |
Property and Equipment: Property and equipment is stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, generally five years for leasehold improvements, hospitality and residential equipment, and three years for computer related assets. | |
Long-Lived Assets | ' |
Long-Lived Assets: The Company reviews the carrying value of long-lived assets, such as property and equipment, whenever events or circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized to reduce the carrying value of the asset to its estimated fair value. | |
Revenue Recognition | ' |
Revenue Recognition: Revenue is derived from the installation and ongoing services of in-room media, entertainment, and HD television programming solutions in addition to wired networking solutions and WiFi Fidelity networking solutions. Revenue is recognized when all applicable recognition criteria have been met, which generally include a) persuasive evidence of an existing arrangement; b) fixed or determinable price; c) delivery has occurring or service has been rendered; d) collectability of the sales price is reasonably assured. | |
Installations and service arrangements are contractually predetermined and such contractual arrangements may provide for multiple deliverables, revenue is recognized in accordance with ASC Topic 650, Multiple Deliverable Revenue. The application of ASC Topic 650 may result in the deferral of revenue recognition for installations across the service period of the contract and the re-allocation and/or deferral of revenue recognition across various service arrangements. Below is a summary of such application of the revenue recognition policy as it relates to installation and service arrangements the Company has with its customers. | |
The Company enters into contractual arrangements to provide multiple deliverables which may include some or all of the following - systems installations and a variety of services related to high speed internet access, free-to-guest, video on demand and iTV systems as well as residential phone, internet and television. Each of these elements must be identified and individually evaluated for separation. The term “element” is used interchangeably with the term “deliverable” and the Company considers the facts and circumstances as it relates to its performance obligations in the arrangement and includes product and service elements, a license or right to use an asset, and other obligations negotiated for and assumed in the agreement. Analyzing an arrangement to identify all of the elements requires the use of judgment. In the determination of the elements included in Roomlinx agreements, embedded software and inconsequential or perfunctory activities were taken into consideration. | |
Once the Deliverables have been identified, we determine the Relative Fair Value of each Element under the concept of Relative Selling Price (RSP) for which the Company applied the hierarchy of selling price under ASC Topic 605 as follows: | |
VSOE - Vendor specific objective evidence is still the most preferred criteria with which to establish fair value of a deliverable. VSOE is the price of a deliverable when a company sells it on an open market separately from a bundled transaction. | |
TPE - Third party evidence is the second most preferred criteria with which to establish fair value of a deliverable. The measure for the pricing of this criterion is the price that a competitor or other third party sells a similar deliverable in a similar transaction or situation. | |
RSP - Relative selling price is the price that management would use for a deliverable if the item were sold separately on a regular basis which is consistent with company selling practices. The clear distinction between RSP and VSOE is that under VSOE, management must sell or intend to sell the deliverable separately from the bundle, or has sold the deliverable separately from the bundle already. With RSP, a company may have no plan to sell the deliverable on a stand-alone basis. | |
Hospitality Installation Revenues | |
Hospitality installations include High Speed Internet Access (HSIA), Interactive Television (iTV), Free to Guest (FTG) and Video on Demand (VOD). Under the terms of these typical product sales and equipment installation contracts, a 50% deposit is due at the time of contract execution and is recorded as deferred revenue. Upon the completion of the installation process, deferred revenue is realized. However, in some cases related to VOD installations or upgrades, the Company extends credit to customers and records a receivable against the revenue recognized at the completion of the installation. | |
Additionally, the Company may provide the customer with a lease financing arrangement provided the customer has demonstrated its credit worthiness to the satisfaction of the Company. Under the terms and conditions of the lease arrangements, these leases have been classified and recorded as Sale-Type Leases under ASC Topic 840-30 and accordingly, revenue is recognized upon completion and customer acceptance of the installation which gives rise to a lease receivable and unearned income. | |
For the years ended December 31, 2013 and 2012, the Company recorded $3,556,389 and $9,034,223 of product and installation revenue, respectively. | |
Hospitality Service, Content and Usage Revenues | |
The Company provides ongoing 24x7 support to both its hotel customers and their guests, content and maintenance as applicable to those products purchased, installed and serviced under contract. Generally, support is invoiced in arrears on a monthly basis with content and usage, which are dependent on guest take rates and buying habits. Service maintenance and usage revenue also includes revenue from meeting room services, which are billed as the events occur. | |
Residential Revenues | |
Residential revenues consist of equipment sales and installation charges, support and maintenance of voice, internet, and television services, and content provider residuals, installation commissions, and management fees. Installations charges are added to the monthly service fee for voice, internet, and television, which is invoiced in advance creating deferred revenue to be realized in the appropriate period. The Company’s policy prohibits the issuance of customer credits during the month of cancelation. The Company earns residuals as a percent of monthly customer service charges and a flat rate for each new customer sign up. Residuals are recorded monthly. Commissions and management fees are variable and therefore revenue is recognized at the time of payment. | |
Concentrations | ' |
Concentrations | |
Credit Risk: The Company's operating cash balances are maintained in financial institutions and periodically exceed federally insured limits. The Company believes that the financial strength of these institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations. | |
Accounts Receivable: At December 31, 2013 and 2012, Hyatt Corporation-controlled properties represented 30% and 56%, respectively of accounts receivable, and other Hyatt properties in the aggregate represented 36% and 20%, respectively, of accounts receivable. | |
Revenue: For the year ended December 31, 2013 and 2012, Hyatt Corporation-controlled properties contributed 39% and 48%, respectively, and other Hyatt properties in the aggregate contributed 39% and 27%, respectively, of Roomlinx’s US Hospitality revenue. | |
Stock Based Compensation | ' |
Stock Based Compensation: Roomlinx recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. Stock option compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award (generally the vesting period). The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. | |
Segments | ' |
Segments: We operate and prepare our financial reports based on two segments; Hospitality and Residential. We have determined these segments based on the location, design, and end users of our products. | |
Hospitality: Our Hospitality segment includes hotels, resorts, and timeshare properties in the United States, Canada, and Other Foreign. As of December 31, 2013 and 2012, Other Foreign included Mexico and Aruba. The products offered under our hospitality segment include the installation of, and the support and service of, high-speed internet access networks, proprietary Interactive TV platform, free to guest programming, and on-demand movie programming, as well as advertising and e-commerce products. | |
Residential: Our residential segment includes multi-dwelling unit customers and business customers (non-hospitality) in the United States. The products offered include the installation of, and the support and service of, telephone, internet, and television services. | |
Advertising Costs | ' |
Advertising Costs: Advertising costs are expensed as incurred. During the years ended December 31, 2013 and 2012, advertising costs were $39,308 and $78,822, respectively. | |
Foreign Currency Translation | ' |
Foreign Currency Translation: The US Dollar is the functional currency of the Company. Assets and liabilities denominated in foreign currencies are re-measured into US Dollars and the resulting gains and losses are included in the consolidated statement of operations as a component of other income (expense). | |
Earnings Per Share | ' |
Earnings Per Share: The Company computes earnings per share by dividing net income (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the period. Dilutive common stock equivalents consist of shares issuable upon the exercise of the Company's stock options and warrants. Potentially dilutive securities, purchase stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as periods when a net loss is reported or when the exercise price of the instrument exceeds the fair market value. Accordingly, the weighted average shares outstanding have not been adjusted for dilutive shares. Outstanding stock options and warrants are not considered in the calculation as the impact of the potential common shares (totaling 2,423,053 and 2,628,874 as of December 31, 2013 and 2012, respectively) would be to decrease the net loss per share. | |
Income Taxes | ' |
Income Taxes: The Company accounts for income taxes under the liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities that will result in taxable or deductible amounts in future years. Under this method, deferred tax assets and liabilities are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when the ultimate realization of a deferred tax asset is considered to be unlikely. | |
The Company uses a two-step process to evaluate a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. | |
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company reports tax-related interest and penalties as a component of income tax expense. | |
Based on all known facts and circumstances and current tax law, the Company believes that the total amount of unrecognized tax benefits as of December 31, 2013 and 2012 is not material to its results of operations, financial condition, or cash flows. The Company also believes that the total amount of unrecognized tax benefits as of December 31, 2013 and 2012, if recognized, would not have a material effect on its effective tax rate. The Company further believes that there are no tax positions for which it is reasonably possible, based on current tax law and policy that the unrecognized tax benefits will significantly increase or decrease over the next 12 months producing, individually or in the aggregate, a material effect on the Company's results of operations, financial condition or cash flows. | |
The amount of income taxes the Company pays is subject to ongoing examinations by federal and state tax authorities. To date, there have been no reviews performed by federal or state tax authorities on any of the Company's previously filed returns. The Company's 2007 and later tax returns are still subject to examination. | |
Recently Issued and Adopted Accounting Standards | ' |
Recently Issued and Adopted Accounting Standards: Management has evaluated recently issued pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”) to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements. |
Leases_Receivable_Tables
Leases Receivable (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Receivables [Abstract] | ' | ||||
Schedule of future minimum receipts on leases receivable | ' | ||||
Years Ended | Minimum Receipts | ||||
December 31, | |||||
2014 | $ | 764,878 | |||
2015 | 546,973 | ||||
2016 | 250,464 | ||||
2017 | 19,051 | ||||
$ | 1,581,366 |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of inventory balances | ' | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 1,399,444 | $ | 2,546,441 | |||||
Work in process | 154,893 | 882,351 | |||||||
1,554,337 | 3,428,792 | ||||||||
Reserve for obsolescence | (120,000 | ) | (120,000 | ) | |||||
Inventory, net | $ | 1,434,337 | $ | 3,308,792 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
2013 | 2012 | ||||||||
Leasehold improvements | $ | 17,195 | $ | 17,195 | |||||
Hospitality property equipment | 479,387 | 745,117 | |||||||
Residential property equipment | 351,727 | 351,727 | |||||||
Computers and office equipment | 601,171 | 590,566 | |||||||
Software | 141,807 | 141,807 | |||||||
1,591,287 | 1,846,412 | ||||||||
Accumulated depreciation | (1,273,801 | ) | (1,055,539 | ) | |||||
$ | 317,486 | $ | 790,873 |
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes Payable [Abstract] | ' | ||||||||
Schedule of outstanding notes payable | ' | ||||||||
2013 | 2012 | ||||||||
Note payable to the FCC; monthly principal and interest payment of $1,188; interest at 11% per annum; and matures in August 2016. | $ | 31,261 | $ | 41,178 | |||||
Note payable, assumed as part of the acquisition of Canadian Communications on October 1, 2010, monthly principal and interest payment of $537; interest at 11% per annum; and matured in March 2013. | - | 1,583 | |||||||
31,261 | 42,761 | ||||||||
Less: current portion | (11,065 | ) | (10,631 | ) | |||||
$ | 20,196 | $ | 32,130 | ||||||
Schedule of future minimum payments for notes payable | ' | ||||||||
Years ended | Minimum Payments | ||||||||
December 31, | |||||||||
2014 | $ | 11,065 | |||||||
2015 | 12,345 | ||||||||
2016 | 7,851 | ||||||||
$ | 31,261 |
Line_of_Credit_Tables
Line of Credit (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Line Of Credit [Abstract] | ' | ||||
Schedule of future minimum payments under line of credit | ' | ||||
Years ended | Minimum Receipts | ||||
December 31, | |||||
2014 | $ | 464,000 | |||
2015 | 1,232,000 | ||||
2016 | 2,480,000 | ||||
2017 | 1,000,000 | ||||
$ | 5,176,000 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
Schedule of comprehensive loss related to the asset group serviced by CHL | ' | ||||||||
2013 | 2012 | ||||||||
Hospitality services revenue | $ | 356,097 | $ | 611,950 | |||||
Direct costs (exclusive of operating expenses and depreciation shown separately below): | 355,019 | 761,391 | |||||||
Selling, general and administrative | 27,108 | 15,800 | |||||||
Depreciation | 110,688 | 152,447 | |||||||
Loss on asset impairment | - | 1,112,470 | |||||||
492,815 | 2,042,108 | ||||||||
Operating loss | (136,718 | ) | (1,430,158 | ) | |||||
Non-operating (expense) income forgiveness of debt | - | 179,834 | |||||||
Loss from operations | (136,718 | ) | (1,250,324 | ) | |||||
Loss on disposal of operations | (285,785 | ) | - | ||||||
Net loss on discontinued operations | $ | (422,503 | ) | $ | (1,250,324 | ) |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of deferred tax assets and liabilities | ' | ||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
Net operating loss carry forward - federal | $ | 4,852,000 | $ | 4,147,000 | |||||
Net operating loss carry forward - state | 431,000 | 369,000 | |||||||
Stock-based compensation | 458,000 | 387,000 | |||||||
Property and equipment | 374,000 | 479,000 | |||||||
Allowance for doubtful accounts | 71,000 | 135,000 | |||||||
Other | 93,000 | 93,000 | |||||||
6,279,000 | 5,610,000 | ||||||||
Valuation allowance | (6,279,000 | ) | (5,610,000 | ) | |||||
$ | - | $ | - | ||||||
Schedule of reconciliation of the tax provision | ' | ||||||||
2013 | 2012 | ||||||||
Federal income tax at statutory rate of 34% | $ | (1,412,000 | ) | $ | (2,514,000 | ) | |||
State tax net of federal tax effect | (125,000 | ) | (222,000 | ) | |||||
Effect of permanent differences | 359,000 | 224,000 | |||||||
Asset impairment | 308,000 | - | |||||||
Other net | 201,000 | (23,000 | ) | ||||||
Valuation allowance | 669,000 | 2,535,000 | |||||||
$ | - | $ | - |
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of estimation of the fair value of the warrants granted | ' | ||||||||||||||||
2012 | |||||||||||||||||
Term | 3 years | ||||||||||||||||
Expected volatility | 136% - 148 | % | |||||||||||||||
Risk free interest rate | 0.35% - 0.57 | % | |||||||||||||||
Dividend yield | 0 | % | |||||||||||||||
Schedule of outstanding warrants | ' | ||||||||||||||||
Warrants | Shares Underlying Warrants | Weighted Average | Weighted Remaining Contractual | Aggregate Intrinsic | |||||||||||||
Exercise | Life (in years) | Value | |||||||||||||||
Price | |||||||||||||||||
Outstanding at January 1, 2013 | 1,542,800 | $ | 2.84 | ||||||||||||||
Granted and Issued | - | - | |||||||||||||||
Expired/Cancelled | - | - | |||||||||||||||
Outstanding and exercisable at December 31, 2013 | 1,542,800 | $ | 2.84 | 1.01 | $ | - | |||||||||||
Schedule of assumptions utilized in the estimation of stock-based compensation | ' | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected term | 7 years | 7 years | |||||||||||||||
Expected volatility | 213 | % | 214% - 225 | % | |||||||||||||
Risk free interest rate | 1.28 | % | 1.11% - 1.69 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Schedule of stock option activity under the stock option plan | ' | ||||||||||||||||
Number of | Weighted Average | Remaining Contractual | Aggregate Intrinsic | ||||||||||||||
Shares | Exercise | Life (in | Value | ||||||||||||||
Price | years) | ||||||||||||||||
Outstanding at January 1, 2013 | 1,086,074 | $ | 2.74 | ||||||||||||||
Granted | 30,000 | 0.6 | |||||||||||||||
Forfeited | (235,821 | ) | 2.17 | ||||||||||||||
Outstanding at December 31, 2013 | 880,253 | $ | 1.6 | 1.49 | $ | - | |||||||||||
Exercisable at December 31, 2013 | 495,209 | $ | 1.55 | 1.47 | $ | - | |||||||||||
Schedule of non-vested options under the company's plan | ' | ||||||||||||||||
Non-vested | Weighted | Weighted | |||||||||||||||
Shares | Average | Average | |||||||||||||||
Underlying | Exercise | Grant Date | |||||||||||||||
Options | Price | Fair Value | |||||||||||||||
Non-vested at January 1, 2013 | 763,363 | $ | 2.16 | $ | 1.95 | ||||||||||||
Granted | 30,000 | 0.6 | 0.52 | ||||||||||||||
Vested | (219,502 | ) | 1.48 | 1.41 | |||||||||||||
Forfeited | (188,817 | ) | 2.08 | 2.26 | |||||||||||||
Non-vested at December 31, 2013 | 385,044 | $ | 1.34 | $ | 1.31 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of financial information of segments | ' | ||||||||||||||||
Hospitality | Residential | Corporate | Totals | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Revenue | $ | 8,586,549 | $ | 861,994 | $ | - | $ | 9,448,543 | |||||||||
Operating loss | (986,959 | ) | (292,108 | ) | (1,989,653 | ) | (3,268,720 | ) | |||||||||
Depreciation expense | (106,844 | ) | (59,012 | ) | (81,850 | ) | (247,706 | ) | |||||||||
Stock based compensation | - | - | (477,214 | ) | (477,214 | ) | |||||||||||
Loss on asset impairment | (832,429 | ) | - | - | (832,429 | ) | |||||||||||
Loss on discontinued operations | (422,503 | ) | - | - | (422,503 | ) | |||||||||||
Acquisition of property and equipment | - | - | 16,540 | 16,540 | |||||||||||||
Net loss | $ | (1,247,632 | ) | $ | (291,108 | ) | $ | (2,615,076 | ) | $ | (4,153,816 | ) | |||||
Year ended December 31, 2012 | |||||||||||||||||
Revenue | $ | 12,088,861 | $ | 915,054 | $ | - | $ | 13,003,915 | |||||||||
Operating loss | (3,944,407 | ) | (207,473 | ) | (1,675,564 | ) | (5,827,444 | ) | |||||||||
Depreciation expense | (357,306 | ) | (59,012 | ) | (81,850 | ) | (498,168 | ) | |||||||||
Stock based compensation | (184,581 | ) | (568 | ) | (341,516 | ) | (526,665 | ) | |||||||||
Loss on asset impairment | - | - | - | - | |||||||||||||
Loss on discontinued operations | (1,250,324 | ) | - | - | (1,250,324 | ) | |||||||||||
Acquisition of property and equipment | - | - | 201,480 | 201,480 | |||||||||||||
Net loss | $ | (5,174,151 | ) | $ | (207,473 | ) | $ | (2,010,110 | ) | $ | (7,391,734 | ) | |||||
As of December 31, 2013 | |||||||||||||||||
Total assets | $ | 6,382,239 | $ | 223,586 | $ | 181,781 | $ | 6,787,606 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total assets | $ | 11,363,514 | $ | 286,891 | $ | 205,312 | $ | 11,855,717 | |||||||||
Schedule of financial information of geographical data by segment | ' | ||||||||||||||||
United States | Canada | Other Foreign | Totals | ||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Hospitality: | |||||||||||||||||
Product and installation | $ | 3,137,766 | $ | 281,528 | $ | 137,095 | $ | 3,556,389 | |||||||||
Services | 4,912,804 | 79,449 | 37,907 | 5,030,160 | |||||||||||||
Residential: | |||||||||||||||||
Services | 861,994 | - | - | 861,994 | |||||||||||||
Totals | $ | 8,912,564 | $ | 360,977 | $ | 175,002 | $ | 9,448,543 | |||||||||
Year ended December 31, 2012 | |||||||||||||||||
Hospitality: | |||||||||||||||||
Product and installation | $ | 9,034,223 | $ | - | $ | - | $ | 9,034,223 | |||||||||
Services | 2,888,518 | 41,873 | 124,247 | 3,054,638 | |||||||||||||
Residential: | |||||||||||||||||
Services | 915,054 | - | - | 915,054 | |||||||||||||
Totals | $ | 12,837,795 | $ | 41,873 | $ | 124,247 | $ | 13,003,915 | |||||||||
As of December 31, 2013 | |||||||||||||||||
Total assets | $ | 6,669,827 | $ | - | $ | 117,779 | $ | 6,787,606 | |||||||||
As of December 31, 2012 | |||||||||||||||||
Total assets | $ | 11,222,082 | $ | 527,920 | $ | 105,715 | $ | 11,855,717 |
Arista_Communications_LLC_Tabl
Arista Communications, LLC. (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Joint Venture [Abstract] | ' | ||||||||
Schedule of financial information of joint venture | ' | ||||||||
2012 | 2012 | ||||||||
Revenue | $ | 76,690 | $ | 92,374 | |||||
Direct Costs | (65,690 | ) | (66,378 | ) | |||||
Operating expense | (35,147 | ) | (37,523 | ) | |||||
Net loss | $ | (24,147 | ) | $ | (11,527 | ) |
Organization_and_Significant_A2
Organization and Significant Accounting Policies (Detail Textuals) (Arista Communications, LLC) | Dec. 31, 2013 |
Arista Communications, LLC | ' |
Organization, Consolidation and Presentation Of Financial Statements [Line Items] | ' |
Percentage of interest in subsidiary | 50.00% |
Organization_and_Significant_A3
Organization and Significant Accounting Policies (Detail Textuals 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Business Description And Accounting Policies [Abstract] | ' | ' | ' |
Cash and cash equivalents | $2,125,655 | $3,211,182 | $361,228 |
Working capital deficit | 964,000 | ' | ' |
Accumulated deficit | -41,713,638 | -37,571,896 | ' |
Total deficit | -4,075,656 | -384,394 | 3,120,711 |
Line of credit available | 19,800,000 | ' | ' |
Accounts receivable, payment term | '30 days | ' | ' |
Allowance for doubtful accounts receivable | 181,000 | 229,000 | ' |
Inventory obsolescence reserve | -120,000 | -120,000 | ' |
Allowance for doubtful accounts lease receivables | ' | 135,000 | ' |
Methods used to calculate depreciation of property and equipment | 'Straight-line method | ' | ' |
Percentage of deposit due and recorded as deferred revenue | 50.00% | ' | ' |
Advertising costs | 39,308 | 78,822 | ' |
Outstanding stock options and warrants are not considered in the calculation of earnings per share (in shares) | 2,423,053 | 2,628,874 | ' |
Hospitality | ' | ' | ' |
Organization, Consolidation and Presentation Of Financial Statements [Line Items] | ' | ' | ' |
Product and installation revenue | $3,556,389 | $9,034,223 | ' |
Organization_and_Significant_A4
Organization and Significant Accounting Policies (Detail Textuals 2) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated economic lives of property and equipment | ' |
Five years | |
Hospitality and residential property equipment | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated economic lives of property and equipment | ' |
Five years | |
Computer hardware and software | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated economic lives of property and equipment | ' |
Three years |
Organization_and_Significant_A5
Organization and Significant Accounting Policies (Detail Textuals 3) (Accounts Receivable, Customer concentration risk) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Hyatt Corporation | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 30.00% | 56.00% |
Other Hyatt properties | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 36.00% | 20.00% |
Organization_and_Significant_A6
Organization and Significant Accounting Policies (Detail Textuals 4) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | ' | ' |
Number of operating segments | 2 | ' |
Revenue | Customer concentration risk | Hyatt Corporation | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 39.00% | 48.00% |
Revenue | Customer concentration risk | Other Hyatt properties | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration risk percentage | 39.00% | 27.00% |
Leases_Receivable_Summary_of_f
Leases Receivable - Summary of future minimum receipts on lease receivables (Details) (USD $) | Dec. 31, 2013 |
Receivables [Abstract] | ' |
2014 | $764,878 |
2015 | 546,973 |
2016 | 250,464 |
2017 | 19,051 |
Minimum receipts | $1,581,366 |
Leases_Receivable_Detail_Textu
Leases Receivable (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Receivables [Abstract] | ' | ' |
Leases receivables, reserve for uncollectable accounts | ' | $135,000 |
Leases receivable, net of reserve for uncollectable receivables | 1,581,366 | 2,802,465 |
Payments received on leases receivable | 923,861 | 972,627 |
Payments to acquire lease receivables | ' | 142,879 |
Term of lease agreement | '60 months | ' |
Interest rate on lease | 9.50% | ' |
Loss on cancellation of contracts | ($73,262) | ($60,211) |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $1,399,444 | $2,546,441 |
Work in process | 154,893 | 882,351 |
Inventory, gross | 1,554,337 | 3,428,792 |
Reserve for obsolescence | -120,000 | -120,000 |
Inventory, net | $1,434,337 | $3,308,792 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $1,591,287 | $1,846,412 |
Accumulated depreciation | -1,273,801 | -1,055,539 |
Property and equipment, net | 317,486 | 790,873 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 17,195 | 17,195 |
Hospitality property equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 479,387 | 745,117 |
Residential property equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 351,727 | 351,727 |
Computers and Office Equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 601,171 | 590,566 |
Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $141,807 | $141,807 |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Total assets purchased under capital lease | $1,591,287 | $1,846,412 |
Accumulated amortization of assets under capital lease | 1,273,801 | 1,055,539 |
Depreciation expense | 247,706 | 498,168 |
Assets Under Capital Lease | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total assets purchased under capital lease | 64,617 | ' |
Accumulated amortization of assets under capital lease | 50,193 | 38,654 |
Depreciation expense | $11,539 | $10,905 |
Asset_Impairment_Detail_Textua
Asset Impairment (Detail Textuals) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' |
Loss on asset impairment | ($832,429) |
Hyatt Corporation | iTV | ' |
Property, Plant and Equipment [Line Items] | ' |
Number of rooms respective deposits for installation | 4,600 |
Number of rooms installation completion | 1,000 |
Notes_Payable_Outstanding_note
Notes Payable - Outstanding notes payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Long-term debt current and noncurrent | $31,261 | $42,761 |
Less: current portion | -11,065 | -10,631 |
Long-term debt excluding current portion | 20,196 | 32,130 |
Notes payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt current and noncurrent | 31,261 | ' |
Notes payable | Notes payable maturing in August 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt current and noncurrent | 31,261 | 41,178 |
Notes payable | Notes payable maturing in March 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt current and noncurrent | ' | $1,583 |
Notes_Payable_Outstanding_note1
Notes Payable Outstanding notes payable (Parentheticals) (Details) (Notes payable, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Notes payable maturing in August 2016 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate on notes payable | 11.00% | 11.00% |
Description of principal and interest payment | 'Monthly | 'Monthly |
Monthly principal and interest payments | $1,188 | $1,188 |
Notes payable maturing in March 2013 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate on notes payable | 11.00% | 11.00% |
Description of principal and interest payment | 'Monthly | 'Monthly |
Monthly principal and interest payments | $537 | $537 |
Notes_Payable_Summary_of_futur
Notes Payable - Summary of future minimum payments under notes payable (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Total of future minimum payments | $31,261 | $42,761 |
Notes payable | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2014 | 11,065 | ' |
2015 | 12,345 | ' |
2016 | 7,851 | ' |
Total of future minimum payments | $31,261 | ' |
Line_of_Credit_Future_minimum_
Line of Credit - Future minimum payments under the line of credit (Details) (Revolving Credit, USD $) | Dec. 31, 2013 |
Revolving Credit | ' |
Line of Credit Facility [Line Items] | ' |
2014 | $464,000 |
2015 | 1,232,000 |
2016 | 2,480,000 |
2017 | 1,000,000 |
Total | $5,176,000 |
Line_of_Credit_Detail_Textuals
Line of Credit (Detail Textuals) (Revolving Credit, USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 05, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | ' | ' | ' |
Amounts outstanding under the credit agreement | ' | $5,176,000 | ' |
Interest expense | ' | 342,026 | 332,121 |
Credit Agreement | Cenfin LLC | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Revolving credit maximum permissible borrowing limit | 25,000,000 | ' | ' |
Period of repayment of advances | '5 years | ' | ' |
Description of interest rate on borrowings | 'Borrowings accrue interest, payable quarterly on the unpaid principal and interest at a rate equal to the Federal Funds Rate at July 15 of each year plus 5% (approximately 5.09%). | ' | ' |
Description of variable rate basis | 'Federal Funds Rate | ' | ' |
Variable basis spread | 5.00% | ' | ' |
Interest rate | 5.09% | ' | ' |
Total outstanding indebtedness to total assets ratio maintained by company | 'less than 3 to 1 | ' | ' |
Amounts outstanding under the credit agreement | ' | 5,176,000 | 5,176,000 |
Line of credit facility available for future borrowings | ' | 19,824,000 | ' |
Accretion of the debt discount | ' | 342,026 | 332,121 |
Interest expense | ' | $257,566 | $260,221 |
Line_of_Credit_Detail_Textuals1
Line of Credit (Detail Textuals 1) (Revolving Credit, Security and Warrant Purchase Agreement, Cenfin LLC, USD $) | 0 Months Ended | 12 Months Ended | |
Jul. 15, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revolving Credit | Security and Warrant Purchase Agreement | Cenfin LLC | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' |
Percentage of principal amount of borrowing used for warrants issue | ' | 50.00% | ' |
Exercise price of warrant on the first $5,000,000 of borrowings | ' | 2 | ' |
Specified amount of first draw | $5,000,000 | ' | $4,712,000 |
Minimum first draw amount for determining number of shares called by warrants using fair market value | ' | 5,000,000 | ' |
Maximum amount drawn | ' | $5,000,000 | ' |
Exercise price of warrants (in dollars per warrant) | ' | 2 | ' |
Warrant expiry period | ' | '3 years | ' |
Line_of_Credit_Detail_Textuals2
Line of Credit (Detail Textuals 2) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 14, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Merger Agreement | Revolving Credit | Revolving Credit | |
Subsequent event | |||
Line of Credit Facility [Line Items] | ' | ' | ' |
Fair value assumptions method used for calculations | ' | 'Black-Scholes pricing model | ' |
Fair value of warrants issued during the period | ' | $350,000 | ' |
Fair value of warrants issued since inception of the Credit Agreement | ' | 2,760,000 | ' |
Additional interest expense | ' | 342,026 | 332,121 |
Unamortized balance of debt discount | ' | 826,797 | 1,168,823 |
Accelerated payment to debt holder | $750,000 | ' | ' |
Settlement_of_Royalty_Payable_
Settlement of Royalty Payable (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2012 | Aug. 31, 2012 | Nov. 30, 2011 | |
Revised license agreement for studio films | Revised license agreement for studio films | ||
Installment | |||
Settlement Of Royalty Payable [Line Items] | ' | ' | ' |
Royalty payable under the agreement | ' | ' | $105,000 |
Number of quarterly payments | ' | ' | 4 |
Gain on the settlement of royalty payable | $179,834 | $179,834 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Reduced amount of base and additional monthly rent | $7,000 | ' |
Deferred rent per month | 13,700 | ' |
Deferred rent annual | 178,100 | ' |
Deferred rent included in accounts payable | 82,200 | ' |
Deferred rent liability included in other liability | 46,820 | 55,025 |
Operating Leases Future Minimum Payments: | ' | ' |
Future minimum operating leases payments for 2014 | 148,585 | ' |
Future minimum operating lease payments for 2015 | $114,064 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Detail Textuals 1) (Software, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Software | ' |
Capital Lease Future Minimum Payments: | ' |
Future minimum capital lease obligations payments for 2014 | $12,309 |
Future minimum capital lease obligations payments for 2015 | 3,253 |
Imputed interest on capital lease obligations | $950 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cardinal Hospitality Ltd | Cardinal Hospitality Ltd | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Hospitality services revenue | ' | $356,097 | $611,950 |
Direct costs (exclusive of operating expenses and depreciation shown separately below): | ' | 355,019 | 761,391 |
Selling, general and administrative | ' | 27,108 | 15,800 |
Depreciation | ' | 110,688 | 152,447 |
Loss on asset impairment | 1,112,000 | ' | 1,112,470 |
Disposal group, including discontinued operation, operating expense | ' | 492,815 | 2,042,108 |
Operating loss | ' | -136,718 | -1,430,158 |
Non-operating (expense) income forgiveness of debt | ' | ' | 179,834 |
Loss from operations | ' | -136,718 | -1,250,324 |
Loss on disposal of operations | ' | -285,785 | ' |
Net loss on discontinued operations | ' | ($422,503) | ($1,250,324) |
Discontinued_Operations_Detail1
Discontinued Operations (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Cardinal Hospitality Ltd | Property, Plant and Equipment | Property receivables | |||
Video on demand | Cardinal Hospitality Ltd | Cardinal Hospitality Ltd | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' |
Loss on asset impairment | $1,112,000 | ' | ' | ' | ' |
Asset impairment charges | ' | ' | ' | 920,000 | 47,000 |
Inventory write down | ' | $30,000 | $146,000 | ' | ' |
Income_Taxes_Significant_porti
Income Taxes - Significant portions of the deferred tax assets and deferred tax liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Net operating loss carry forward - federal | $4,852,000 | $4,147,000 |
Net operating loss carry forward - state | 431,000 | 369,000 |
Stock-based compensation | 458,000 | 387,000 |
Property and equipment | 374,000 | 479,000 |
Allowance for doubtful accounts | 71,000 | 135,000 |
Other | 93,000 | 93,000 |
Deferred tax asset | 6,279,000 | 5,610,000 |
Valuation allowance | -6,279,000 | -5,610,000 |
Net deferred tax asset | ' | ' |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of the tax provision at statutory rates (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Federal income tax at statutory rate of 34% | ($1,412,000) | ($2,514,000) |
State tax net of federal tax effect | -125,000 | -222,000 |
Effect of permanent differences | 359,000 | 224,000 |
Asset impairment | 308,000 | ' |
Other net | 201,000 | -23,000 |
Valuation allowance | 669,000 | 2,535,000 |
Tax provision | ' | ' |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of the tax provision at statutory rates (Parentheticals) (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Statutory income tax rate | 34.00% | 34.00% |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Operating loss carryforwards | $14,000,000 |
Increase in valuation allowance | $712,000 |
Equity_Estimation_fair_value_o
Equity - Estimation fair value of warrants granted (Details) (Warrants) | 12 Months Ended |
Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ' |
Term | '3 years |
Dividend yield | 0.00% |
Minimum | ' |
Class of Warrant or Right [Line Items] | ' |
Expected volatility | 136.00% |
Risk free interest rate | 0.35% |
Maximum | ' |
Class of Warrant or Right [Line Items] | ' |
Expected volatility | 148.00% |
Risk free interest rate | 0.57% |
Equity_Outstanding_warrants_De
Equity - Outstanding warrants (Details 1) (Warrants, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants | ' |
Shares Underlying Warrants | ' |
Outstanding at January 1, 2013 | 1,542,800 |
Granted and Issued | ' |
Expired/Cancelled | ' |
Outstanding and exercisable at December 31, 2013 | 1,542,800 |
Weighted Average Exercise Price | ' |
Outstanding at January 1, 2013 | $2.84 |
Granted and Issued | ' |
Expired/Cancelled | ' |
Outstanding and exercisable at December 31, 2013 | $2.84 |
Outstanding and exercisable, Weighted Remaining Contractual Life (in years) | '1 year 4 days |
Outstanding and exercisable, Aggregate Intrinsic Value | ' |
Equity_Estimation_of_stockbase
Equity - Estimation of stock-based compensation related to stock option grants (Details 2) (Stock Options) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term | '7 years | '7 years |
Expected volatility | 213.00% | ' |
Risk free interest rate | 1.28% | ' |
Dividend yield | 0.00% | 0.00% |
Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | ' | 214.00% |
Risk free interest rate | ' | 1.11% |
Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected volatility | ' | 225.00% |
Risk free interest rate | ' | 1.69% |
Equity_Summary_of_stock_option
Equity - Summary of stock option activity under stock option plan (Details 3) (Stock options, USD $) | Jun. 14, 2013 | Dec. 31, 2013 |
Stock option plan | ||
Options, Number of Shares | ' | ' |
Outstanding at January 1, 2013 | 925,027 | 1,086,074 |
Granted | ' | 30,000 |
Forfeited | ' | -235,821 |
Outstanding at December 31, 2013 | 925,027 | 880,253 |
Exercisable at December 31, 2013 | ' | 495,209 |
Options, Weighted Average Exercise Price | ' | ' |
Outstanding at January 1, 2013 | ' | $2.74 |
Granted | ' | $0.60 |
Forfeited | ' | $2.17 |
Outstanding at December 31, 2013 | ' | $1.60 |
Exercisable at December 31, 2013 | ' | $1.55 |
Options Outstanding Remaining Contractual Life (in years) | ' | '1 year 5 months 27 days |
Options Exercisable at Remaining Contractual Life (in years) | ' | '1 year 5 months 19 days |
Options Outstanding, Aggregate Intrinsic Value | ' | ' |
Options Exercisable, Aggregate Intrinsic Value | ' | ' |
Equity_Summary_of_activity_of_
Equity - Summary of activity of non-vested options (Details 4) (Stock option plan, Nonvested stock options, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Stock option plan | Nonvested stock options | ' |
Non-vested Shares Underlying Options | ' |
Non-vested at January 1, 2013 | 763,363 |
Granted | 30,000 |
Vested | -219,502 |
Forfeited | -188,817 |
Non-vested at December 31, 2013 | 385,044 |
Weighted Average Exercise Price | ' |
Non-vested at January 1, 2013 | $2.16 |
Granted | $0.60 |
Vested | $1.48 |
Forfeited | $2.08 |
Non-vested at December 31, 2013 | $1.34 |
Weighted Average Grant Date Fair Value | ' |
Non-vested at December 31, 2013 | $1.95 |
Granted | $0.52 |
Vested | $1.41 |
Forfeited | $2.26 |
Non-vested at December 31, 2013 | $1.31 |
Equity_Detail_Textuals
Equity (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value (in dollars per share) | $0.20 | $0.20 |
Class A Preferred Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, shares authorized | 720,000 | 720,000 |
Preferred stock, liquidation preference (in dollars per share) | $0.20 | ' |
Preferred stock, shares issued | 720,000 | 720,000 |
Preferred stock, shares outstanding | 720,000 | 720,000 |
Cumulative annual dividend rate | 9.00% | ' |
Accumulated and unpaid dividend (in dollars) | $198,120 | $185,160 |
Equity_Detail_Textuals_1
Equity (Detail Textuals 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jul. 31, 2013 | Dec. 31, 2013 | 4-May-12 | Dec. 31, 2013 | Jun. 20, 2012 | 4-May-12 | Jun. 20, 2012 |
Common Stock, Par Value $0.001 | Non employee directors | Non employee directors | Securities Purchase Agreement | Securities Purchase Agreement | Securities Purchase Agreement | Securities Purchase Agreement | Securities Purchase Agreement | |||
Restricted Stock | Restricted Stock | Warrants | Warrants | Common Stock, Par Value $0.001 | ||||||
Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 6,411,413 | 6,405,413 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | 6,411,413 | 6,405,413 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock purchase price per unit | ' | ' | ' | ' | ' | ' | ' | ' | 2.5 | ' |
Restricted shares of common granted | ' | ' | ' | ' | 24,000 | ' | ' | ' | ' | ' |
Fair market value (in dollars per share) | ' | ' | ' | ' | $2 | ' | ' | ' | ' | ' |
Number of non employee directors | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Forfeited restricted shares of common stock | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' |
Stock based compensation recorded in selling, general and administrative expenses | ' | ' | ' | ' | $16,077 | ' | ' | ' | ' | ' |
Underlying number of shares in each unit | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Number of common stock to be issued for warrant underlying each unit sold | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' |
Exercise price of warrants (in dollars per warrant) | ' | ' | ' | ' | ' | ' | ' | ' | 3.75 | ' |
Common stock sold and issued to the investors | ' | ' | 1,280,000 | ' | ' | 1,200,000 | ' | ' | ' | 80,000 |
Number of common stock shares called by warrant | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' |
Number of warrants issued | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' |
Proceeds from issuance of common stock and warrants, net | ' | ' | ' | ' | ' | ' | 2,993,311 | ' | ' | ' |
Proceeds from issuance of common stock and warrants, gross | ' | ' | ' | ' | ' | ' | 3,200,000 | ' | ' | ' |
Common stock and warrants issued, offering expenses | ' | ' | ' | ' | ' | ' | $206,689 | ' | ' | ' |
Equity_Detail_Textuals_2
Equity (Detail Textuals 2) (Warrants, USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended |
Dec. 31, 2013 | 4-May-12 | Dec. 31, 2012 | |
Securities Purchase Agreement | Credit Agreement | ||
Cenfin LLC | |||
Class of Warrant or Right [Line Items] | ' | ' | ' |
Warrants granted | ' | 640,000 | 250,000 |
Exercise price of warrants granted (in dollars per share) | ' | $3.75 | $2 |
Warrant expiration period | ' | '3 years | '3 years |
Equity_Detail_Textuals_3
Equity (Detail Textuals 3) (USD $) | Jun. 14, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 11, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 14, 2013 | Jun. 14, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 27, 2012 | Dec. 31, 2004 |
Stock options | Non-Qualified options | Non-Qualified options | Non-Qualified options | Incentive Stock Options | Incentive Stock Options | Incentive Stock Options | Incentive Stock Options | Stock option plan | Stock option plan | Stock option plan | Stock option plan | Stock option plan | Stock option plan | |
Minimum | Maximum | Minimum | Maximum | Hyatt Options | Non Hyatt Options | Stock options | Stock options | Stock options | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of options granted pursuant to the Stock Option Plan (in shares) | ' | 405,570 | ' | ' | 30,000 | 516,247 | ' | ' | ' | ' | ' | ' | 2,000,000 | 1,200,000 |
Number of option outstanding | 925,027 | ' | ' | ' | ' | ' | ' | ' | 300,833 | 354,445 | 880,253 | 1,086,074 | ' | ' |
Exercise price of option | ' | ' | $2 | $2.90 | ' | ' | $2 | $2.90 | ' | $0.60 | $0.60 | ' | ' | ' |
Exercise price of option closing price | ' | ' | ' | ' | $0.60 | ' | ' | ' | ' | $0.60 | ' | ' | ' | ' |
Options vesting period | ' | '3 years | ' | ' | '3 years | '3 years | ' | ' | ' | ' | ' | '10 years | ' | ' |
Expiry period of options | ' | '7 years | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant fair value of options | ' | ' | ' | ' | $1.68 | ' | ' | ' | ' | ' | $0.52 | ' | ' | ' |
Equity_Detail_Textuals_4
Equity (Detail Textuals 4) (Stock options, Hyatt MSA, USD $) | 1 Months Ended | 0 Months Ended |
Dec. 27, 2012 | Mar. 14, 2012 | |
Stock options | Hyatt MSA | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Issue of common stock upon exercise of options granted pursuant to the Stock Option Plan (in shares) | ' | 500,000 |
Exercise price of option | $2.10 | $4 |
Options vesting period | ' | '3 years |
Expiry period of options | ' | '7 years |
Exercise price above the closing price per the NASDAQ OTC Bulletin | $0.10 | ' |
Equity_Detail_Textuals_5
Equity (Detail Textuals 5) (Stock Options, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense | $477,214 | $526,665 |
Fair value of stock options that vested and became exercisable | 337,908 | 31,897 |
Unrecognized compensation cost | $626,000 | ' |
Weighted average future period of unrecognized compensation cost | '2 years | ' |
Segment_Information_Segment_da
Segment Information - Segment data (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | $9,448,543 | $13,003,915 |
Operating loss | -3,268,720 | -5,827,444 |
Depreciation expense | -247,706 | -498,168 |
Stock-based compensation | -477,214 | -526,665 |
Loss on asset impairment | -832,429 | ' |
Acquisition of property and equipment | 16,540 | 201,480 |
Net loss | -4,153,816 | -7,391,734 |
Total assets | 6,787,606 | 11,855,717 |
Operating segments | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 9,448,543 | 13,003,915 |
Operating loss | -3,268,720 | -5,827,444 |
Depreciation expense | -247,706 | -498,168 |
Stock-based compensation | -477,214 | -526,665 |
Loss on asset impairment | -832,429 | ' |
Loss on discontinued operations | -422,503 | -1,250,324 |
Acquisition of property and equipment | 16,540 | 201,480 |
Net loss | -4,153,816 | -7,391,734 |
Total assets | 6,787,606 | 11,855,717 |
Operating segments | Hospitality | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 8,586,549 | 12,088,861 |
Operating loss | -986,959 | -3,944,407 |
Depreciation expense | -106,844 | -357,306 |
Stock-based compensation | ' | -184,581 |
Loss on asset impairment | -832,429 | ' |
Loss on discontinued operations | -422,503 | -1,250,324 |
Acquisition of property and equipment | ' | ' |
Net loss | -1,247,632 | -5,174,151 |
Total assets | 6,382,239 | 11,363,514 |
Operating segments | Residential | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | 861,994 | 915,054 |
Operating loss | -292,108 | -207,473 |
Depreciation expense | -59,012 | -59,012 |
Stock-based compensation | ' | -568 |
Loss on asset impairment | ' | ' |
Loss on discontinued operations | ' | ' |
Acquisition of property and equipment | ' | ' |
Net loss | -291,108 | -207,473 |
Total assets | 223,586 | 286,891 |
Corporate | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Revenue | ' | ' |
Operating loss | -1,989,653 | -1,675,564 |
Depreciation expense | -81,850 | -81,850 |
Stock-based compensation | -477,214 | -341,516 |
Loss on asset impairment | ' | ' |
Loss on discontinued operations | ' | ' |
Acquisition of property and equipment | 16,540 | 201,480 |
Net loss | -2,615,076 | -2,010,110 |
Total assets | $181,781 | $205,312 |
Segment_Information_Geographic
Segment Information - Geographical data by segment (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | $9,448,543 | $13,003,915 |
Total assets | 6,787,606 | 11,855,717 |
Hospitality Product and installation | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 3,556,389 | 9,034,223 |
Hospitality Services | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 5,030,160 | 3,054,638 |
Residential Services | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 861,994 | 915,054 |
Operating segments | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 9,448,543 | 13,003,915 |
Total assets | 6,787,606 | 11,855,717 |
Operating segments | United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 8,912,564 | 12,837,795 |
Total assets | 6,669,827 | 11,222,082 |
Operating segments | Canada | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 360,977 | 41,873 |
Total assets | ' | 527,920 |
Operating segments | Other Foreign | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 175,002 | 124,247 |
Total assets | 117,779 | 105,715 |
Operating segments | Hospitality Product and installation | United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 3,137,766 | 9,034,223 |
Operating segments | Hospitality Product and installation | Canada | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 281,528 | ' |
Operating segments | Hospitality Product and installation | Other Foreign | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 137,095 | ' |
Operating segments | Hospitality Services | United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 4,912,804 | 2,888,518 |
Operating segments | Hospitality Services | Canada | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 79,449 | 41,873 |
Operating segments | Hospitality Services | Other Foreign | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 37,907 | 124,247 |
Operating segments | Residential Services | United States | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | 861,994 | 915,054 |
Operating segments | Residential Services | Canada | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | ' | ' |
Operating segments | Residential Services | Other Foreign | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' |
Total revenues | ' | ' |
Arista_Communications_LLC_Fina
Arista Communications, LLC. - Financial information for Arista Communications, LLC (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | ' | ' |
Revenue | $9,448,543 | $13,003,915 |
Operating expense | 12,717,263 | 18,831,359 |
Net loss | -4,141,742 | -7,385,971 |
Arista Communications, LLC | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Revenue | 76,690 | 92,374 |
Direct Costs | -65,690 | -66,378 |
Operating expense | -35,147 | -37,523 |
Net loss | ($24,147) | ($11,527) |
Arista_Communications_LLC_Deta
Arista Communications, LLC. (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Arista Communications, LLC | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Percentage of interest in subsidiary | 50.00% | ' |
Consolidation of subsidiary accounts, description | 'As the operations manager for Arista, Roomlinx reports 100% of revenues and 100% of its statement of operations, and 100% of asset, liability, and equity transactions on their balance sheet. Roomlinx then adjusts the books, through a non-controlling interest allocation, for the 50% ownership of the entity by Wiens. | ' |
Wiens Real Estate Ventures LLC | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Percentage of interest in subsidiary | 50.00% | ' |
Share of the net loss | $12,074 | $5,763 |
Contingent_Liabilities_Detail_
Contingent Liabilities (Detail Textuals) (USD $) | 12 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Technology Integration Group | Technology Integration Group | ScanSource | ||
Pending litigation | Pending litigation | |||
Loss Contingencies [Line Items] | ' | ' | ' | ' |
Payment demanded pursuant to purchase of inventory | ' | ' | $2,430,000 | $473,000 |
Accounts payable with respect to inventory and services | ' | 2,100,000 | ' | ' |
Damages sought under employment termination | $85,000 | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
TRG, Inc | Consulting agreement for marketing services | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Payment for consulting arrangement for marketing services | ' | $94,950 |
Salary per annum | ' | 85,000 |
Baxter Facilities, LLC | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Amount paid for contract and financial services | 23,448 | 46,321 |
Chris Wasik | Consulting agreement for marketing services | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Salary per annum | 88,275 | ' |
Increase in salary | $101,400 | ' |
Subsequent_Event_Detail_Textua
Subsequent Event (Detail Textuals) (Subsequent event, USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
Mar. 14, 2014 | Feb. 03, 2014 | Mar. 14, 2014 | Mar. 14, 2014 | |
Merger Agreement | Settlement Agreement | Employment Agreement | Signal Point Holdings Corp. | |
Installment | Merger Agreement | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Consideration paid under Settlement Agreement | ' | $106,528 | ' | ' |
Number of equal installments for consideration | ' | 19 | ' | ' |
Amount of installment | ' | 5,607 | ' | ' |
Reverse split of its common stock (in shares) | ' | ' | ' | 600,000 |
Percentage of share of company's common stock | 86.00% | ' | ' | ' |
Ownership percentage of interest acquired to restructure indebtness of Cenfin, LLC | 14.00% | ' | ' | ' |
Cash contribution made by Signal Point | ' | ' | ' | 1,000,000 |
Expected accelerated debt payment | 750,000 | ' | ' | ' |
Expected payments to preferred Stock holders and bonus payments | ' | ' | $500,000 | ' |