10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014

Or

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

DECISIONPOINT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-54200	37-1644635
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8697 Research Drive Irvine CA, 92618-4204

(Address of principal executive offices) (Zip code)

(949) 465-0065

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes þ    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer          o	Accelerated filer                     o
Non-accelerated filer            o  (Do not check if a smaller reporting company)	Smaller reporting company    þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o   No þ

The number of shares of common stock, par value $0.001 per share of DecisionPoint Systems, Inc. outstanding as of the close of business on July 31, 2014, were 12,729,563.

DECISIONPOINT SYSTEMS, INC.

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION
		Page
Item 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three	2
	and Six Months Ended June 30, 2014 and 2013
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014	3
	and 2013
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30
PART II.  OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1a.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DECISIONPOINT SYSTEMS, INC.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

	June 30,			December 31,
	2014			2013
ASSETS
Current assets
Cash	$	1,420		$	641
Accounts receivable, net		9,649			10,504
Due from related party		-			188
Inventory, net		681			1,533
Deferred costs		4,055			3,809
Deferred tax assets		49			49
Prepaid expenses and other current assets		52			188
Total current assets		15,906			16,912
Property and equipment, net		145			136
Other assets, net		141			165
Deferred costs, net of current portion		1,615			1,807
Goodwill		8,401			8,395
Intangible assets, net		3,029			3,907
Total assets	$	29,237		$	31,322
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	8,443		$	9,774
Accrued expenses and other current liabilities		2,897			2,976
Lines of credit		4,642			3,883
Current portion of debt		1,095			1,474
Due to related parties		114			77
Accrued earn out consideration		291			319
Warrant liability		637			803
Unearned revenue		7,263			7,481
Total current liabilities		25,382			26,787
Long term liabilities
Unearned revenue, net of current portion		2,313			2,481
Debt, net of current portion and discount		1,805			1,961
Accrued earn out consideration, net of current portion		94			149
Deferred tax liabilities		732			740
Other long term liabilities		72			77
Total liabilities		30,398			32,195
Commitments and contingencies and subsequent event		-			-
STOCKHOLDERS' DEFECIT
Cumulative Convertible Preferred stock, $0.001 par value, 10,000,000 shares
authorized, 1,547,845 and 1,514,155 shares issued and outstanding, including
cumulative and imputed preferred dividends of $2,122 and $1,956, and
with a liquidation preference of  $13,584 and $13,232 at June 30, 2014
and December 31, 2013, respectively		12,649			12,193
Common stock, $0.001 par value, 100,000,000 shares authorized,
12,883,446 issued and 12,729,563 outstanding as of June 30, 2014,
and as of December 31, 2013		13			13
Additional paid-in capital		17,235			17,231
Treasury stock, 153,883 shares of common stock		(205	)		(205	)
Accumulated deficit		(30,271	)		(29,475	)
Unearned ESOP shares		(557	)		(629	)
Accumulated other comprehensive income		(25	)		(1	)
Total stockholders’ deficit		(1,161	)		(873	)
Total liabilities and stockholders' deficit	$	29,237		$	31,322

See accompanying notes to unaudited condensed consolidated financial statements

1

DECISIONPOINT SYSTEMS, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net sales	$	16,514		$	14,721		$	33,222		$	28,493
Cost of sales		12,731			11,155			25,866			22,103
Gross profit		3,783			3,566			7,356			6,390
Selling, general and administrative expense		3,417			4,464			7,134			9,496
Operating income (loss)		366			(898	)		222			(3,106	)
Other expense:
Interest expense		222			256			429			483
Fair market value adjustment of warrant liabilities		84			-			(166	)		-
Other income, net		(21	)		(8	)		(31	)		(14	)
Total other expense		285			248			232			469
Net income (loss) before income taxes		81			(1,146	)		(10	)		(3,575	)
Provision (benefit) for income taxes		100			(30	)		122			(357	)
Net loss		(19	)		(1,116	)		(132	)		(3,218	)
Cumulative and imputed dividends on Series A and B preferred stock		(27	)		(27	)		(54	)		(54	)
Cash and imputed dividends on Series D and E preferred stock		(307	)		(191	)		(609	)		(384	)
Net loss attributable to common shareholders	$	(353	)	$	(1,334	)	$	(795	)	$	(3,656	)
Net loss per share -
Basic and diluted	$	(0.03	)	$	(0.15	)	$	(0.06	)	$	(0.42	)
Weighted average shares outstanding -
Basic and diluted		12,342,169			8,698,626			12,328,410			8,659,931
Comprehensive loss	$	(19	)	$	(1,113	)	$	(156	)	$	(3,217	)

See accompanying notes to unaudited condensed consolidated financial statements

2

DECISIONPOINT SYSTEMS, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

(In thousands)

	Six Months ended June 30,
	2014			2013
Cash flows from operating activities:
Net loss	$	(132	)	$	(3,218	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization		911			995
Amortization of deferred financing costs and note discount		79			106
Employee and Director stock-based compensation		50			9
Change in fair value of warrants		(166	)		-
ESOP compensation expense		26			69
Allowance for doubtful accounts		(36	)		42
Loss on disposal of property and equipment		-			4
Deferred taxes. net		(9	)		-
Changes in operating assets and liabilities:
Accounts receivable		892			2,850
Due from related party		188			-
Inventory, net		852			(40	)
Deferred costs		(55	)		71
Prepaid expenses and other current assets		188			(318	)
Other assets, net		10			4
Accounts payable		(1,331	)		(169	)
Accrued expenses and other current liabilities		(47	)		(19	)
Due to related parties		37			-
Unearned revenue		(388	)		(229	)
Net cash provided by operating activities		1,069			157
Cash flows from investing activities
Purchases of property and equipment		(37	)		(11	)
Net cash used in investing activities		(37	)		(11	)
Cash flows from financing activities
(Repayments) borrowings from lines of credit, net		758			(700	)
Proceeds from issuance of term debt		-			1,000
Repayment of debt		(546	)		(1,018	)
Paid financing costs		(100	)		(119	)
Dividends paid		(247	)		(154	)
Payments for contingent aquisition liability		(84	)		-
Net cash used in by financing activities		(219	)		(991	)
Effect on cash of foreign currency translation		(34	)		8
Net increase (decrease) in cash		779			(837	)
Cash at beginning of period		641			1,103
Cash at end of period	$	1,420		$	266
Supplemental disclosures of cash flow information:
Interest paid	$	456		$	502
Income taxes paid		31			33
Supplemental disclosure of non-cash financing activities:
Accrued and imputed dividends on preferred stock	$	663		$	438

See accompanying notes to unaudited condensed consolidated financial statements

3

NOTE 1 - DESCRIPTION OF BUSINESS

Description of Business

DecisionPoint Systems, Inc., (“DecisionPoint”, the “Company”, “we”, or “us”) through its subsidiaries is an enterprise mobility systems integrator that sells and installs mobile computing and wireless systems that are used both within a company’s facilities in conjunction with wireless networks and in the field using carrier-based wireless networks.  These systems generally include mobile computers, mobile application software, and related data capture equipment including bar code scanners and radio frequency identification (“RFID”) readers.  The Company also provides professional services, proprietary and third party software and software customization as an integral part of its customized solutions for its customers.  The suite of software products utilizes late breaking technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and warehouse management.

NOTE 2 - BASIS OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements.  In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company at the dates and for the periods indicated.  The interim results for the period ended June 30, 2014, are not necessarily indicative of results for the full 2014 fiscal year or any other future interim periods.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, DecisionPoint Systems International and Apex Systems Integrators, Inc. (“Apex”).  DecisionPoint Systems International has two wholly-owned subsidiaries, DecisionPoint Systems Group, Inc. (“DPS Group”) and CMAC, Inc. (“CMAC”).  The Company currently operates in one business segment.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the recorded amounts reported therein.  Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used.  The Company evaluates its estimates and assumptions on a regular basis.  The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ materially from these estimates and assumptions used in preparation of the unaudited condensed consolidated financial statements.

These unaudited condensed consolidated financial statements have been prepared by management and should be read in conjunction with the audited consolidated financial statements of DecisionPoint Systems, Inc. and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2014.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP.  The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will able to realize its assets and discharge its liabilities and commitments in the normal course of business and does 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 may result from the Company’s inability to continue as a going concern.  The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raises substantial doubt about the Company’s ability to continue as a going concern.  In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business, the Company must establish sustained positive operating results through increased sales, successfully implement cost cutting measures, avoid further unforeseen expenses, potentially raise additional equity or debt capital, and successfully refinance its current debt obligations when they come due in February of 2015.  There can be no assurance that the Company will be able to achieve sustainable positive operating results or cost reductions or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management.

4

If the Company does not continue to achieve positive operating results and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, (1) a reduction in the nature and scope of the Company’s operations, (2) the Company’s inability to fully implement its current business plan and (3) continued defaults under the Company’s various loan agreements (for a description of past defaults, see the discussion below).   There can be no assurance that the Company will successfully improve its liquidity position.  The accompanying unaudited condensed consolidated financial statements do not reflect any adjustments that might be required if our liquidity position does not improve.

In the quarter ended June 30, 2014, the Company experienced an increase in revenue of $1.8 million, or 12.2% compared to the quarter ended June 30, 2013, and a $4.7 million, or 16.6% increase in revenue for the six months ended June 30, 2014 over the comparable six months of 2013.  In the quarter ended June 30, 2014, the Company experienced a net loss of $19,000 compared to the net loss of $1.1 million for the quarter ended June 30, 2013, and a $132,000 net loss for the six months ended June 30, 2014 compared to a net loss of $3.2 million for the comparable period in 2013.  At June 30, 2014, the Company had a substantial working capital deficit totaling $9.5 million which improved by $0.4 million from the working capital deficit of $9.9 million at December 31, 2013.  Although a portion of this deficit is associated with deferred costs, unearned revenues and term debt that has been classified current due to expected future covenant violations (see further discussion at Note 8), the liabilities of the Company that we expect will have to be satisfied in the foreseeable future in cash substantially exceed the operating assets that weexpected to have available in cash. As a result of our historical operations, the availability under our credit line has contracted and our liquidity has been constrained.

To address liquidity constraints, the Company has reduced non-essential expenses.  Such expense reduction measures have included, but have not been limited to, consolidation of information technology environments, consolidation of our East Coast depot facility into our larger California depot facility, the reduction of outsourced consulting expertise where unnecessary and the replacement of certain service providers with lower cost providers.  The Company has also consolidated administrative personnel and reduced total staffing levels by 29% from April 2013 through February 2014, constituting annual savings of approximately $3 million.  These cost reduction measures have reduced the expense structure of the Company’s business significantly.  The Company is focused on continuing to improve processes and reduce costs.  Currently, the Company has no plans to seek additional outside funding through the sale of our securities unless deemed necessary.  Should additional outside funding be needed, there is no assurance that such funding will be available on terms acceptable to us, or at all.  If the Company raises additional funds by selling additional shares of capital stock, or securities convertible into shares of our capital stock, the ownership interest of the Company’s existing common stock holders will be diluted. 

During 2012, 2013 and the first six months of 2014, all principal and interest payments on the Company’s term debt were made within payment terms.  On August 16, 2013, the Company's credit agreement ("RBC Credit Agreement") with the Royal Bank of Canada ("RBC") was amended and certain financial covenants were modified.  These financial covenants required the Company to maintain specified ratios for fixed coverage and a ratio of funded debt to EBITDA to be tested on a quarterly basis.  The Company was not in compliance with the reset covenants in 2013 and the first six months of 2014.  Although management of the Company believes it is not likely that, as a result of this noncompliance, RBC will exercise its rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise its rights pursuant to the RBC Credit Agreement. Accordingly, the term debt due to RBC is classified as current on the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2014, the outstanding balance on our line of credit with Silicon Valley Bank (“SVB”) was $4.6 million, up from $3.9 million at December 31, 2013, and the availability under the line of credit has decreased to $1.7 million (see Note 7 – Lines of Credit).  The Company relies on the SVB and RBC lines of credit to fund daily operating activities, and the Company maintains very little cash on hand.  As of June 30, 2014, the Company was in compliance with the Tangible Net Worth financial covenant under the SVB line of credit and had available a $1.0 million cushion over the covenant requirement.  The Company currently believes that at the time of this filing it is compliant with all the terms and provisions of the SVB lending agreement.  Should the Company’s results fail to improve further or once more deteriorate in a manner consistent with its recent historical financial performance, the Company will violate the Tangible Net Worth financial covenant unless it can raise additional outside funding in amounts that are approximately twice the amount of the losses incurred.

Summary of Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies during the six months ended June 30, 2014.  For a comprehensive description of the Company's significant accounting policies, see Footnote 2 of the Company's consolidated financial statements included in the Company's 2013 Annual Report on Form 10-K filed on March 31, 2014 with the SEC.

Revenue Recognition - Revenues are generated through product sales, warranty and maintenance agreements, software customization, and professional services.  Product sales are recognized when the following criteria are met (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured.  The Company generates revenues from the sale of extended warranties on wireless and mobile hardware and systems.  Revenue related to extended warranty and service contracts is recorded as unearned revenue and is recognized over the life of the contract as the Company maintains financial risk throughout the term of these contracts and may be liable to refund a customer for amounts paid in certain circumstances. Our policy is to classify shipping and handling costs billed to customers and the related expenses as cost of sales.

5

The Company also generates revenue from professional services and customer specified software customization on either a fee-for-service or fixed fee basis.  Revenue from software customization and professional services that is contracted as fee-for-service is recognized in the period in which the services are performed or delivered.  Adjustments to contract price and estimated labor costs are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined.  The Company records sales net of sales tax.

The Company enters into revenue arrangements that contain multiple deliverables.  Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met for each deliverable in order for revenue recognition to occur in the appropriate accounting period. In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor.  A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered item(s) within the arrangement and the allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting.  While changes in the allocation of the arrangement consideration between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could affect the timing of revenue recognition, which could affect the Company’s results of operations. When the Company enters into an arrangement that includes multiple elements, we allocate revenue based on their relative selling prices.  We use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor specific objective evidence of fair value (“VSOE”), (ii) third party evidence of selling prices (“TPE”) and (iii) best estimate of selling price (“ESP”) as a proxy for VSOE.  When both VSOE and TPE are unavailable, we use ESP.  We determine ESP by considering all relevant factors in establishing the price, which is demonstrated in a gross margin model used.

Revenue from software licenses may contain arrangements with multiple deliverables, including post-contract customer support, that are subject to software revenue recognition guidance. The revenue for these arrangements is allocated to the software and non-software deliverable based on the relative selling prices of all components in the arrangement using the criteria above. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized in arrears on a quarterly basis, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee.

Concentration of Credit Risk - Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and accounts payable.  Beginning January 1, 2013, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution.  This coverage is available at all FDIC member institutions.  The Company uses Silicon Valley Bank, which is an FDIC insured institution.  Based on these facts, collectability of bank balances appears to be adequate.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue.  The Company had one customer who represented 12% and 11% of the Company’s revenue for the six months ended June 30, 2014 and 2013, respectively.  The Company had three customers, two of which were not the same, who represented 25% and 22% of its revenue for the six months ended June 30, 2014 and 2013, respectively. The Company’s accounts receivable was concentrated with one customer at June 30, 2014, representing 18% of gross accounts receivable and with one customer at June 30, 2013, representing 13% of gross accounts receivable.  Customer mix can shift significantly from year to year, but a concentration of the business with a few large customers is typical in any given year.  A decline in revenues could occur if a customer that has been a significant source of revenue in one financial reporting period is a less significant source of revenue in the following period. The loss of a significant customer could have a material adverse impact on the Company.

The Company has the same four primary vendors for the six months ended June 30, 2014 compared to the similar period in 2013.  For the six months ended June 30, 2014, the Company had purchases from these four vendors that collectively represented 58% of total purchases and 65% of the total outstanding accounts payable at June 30, 2014.  For the six months ended June 30, 2013, the Company had purchases from these four vendors that collectively represented 55% of total purchases and 67% of the total outstanding accounts payable at June 30, 2013.  The same single vendor represented 21% and 18% of the total purchases for the six months ended June 30, 2014 and 2013, respectively.  Loss of this certain vendor could have a material adverse effect on our operations.

6

The Company’s contracts with these customers and other customers do not include any specific purchase requirements or other requirements outside of the normal course of business.  The majority of customer contracts are on an annual basis for service support while on a purchase order basis for hardware purchases.  Typical hardware sales are submitted on an estimated order basis with subsequent follow on orders for specific quantities.  These sales are ultimately subject to the time that the units are installed at each of the customer locations as per their requirements.  Service contracts are purchased on an annual basis generally and are the performance responsibility of the actual service provider as opposed to the Company.  Termination provisions are generally standard clauses based upon non-performance, but a customer can cancel with a certain reasonable notice period anywhere from 30 to 90 days.  General industry standards for contracts provide ordinary terms and conditions, while actual work and performance aspects are usually dictated by a Statement of Work which outlines what is being ordered, product specifications, delivery, installation and pricing.

Translation of Foreign Currencies - The Company's functional currency is the U.S. dollar.  The financial statements of the Company's foreign subsidiary is measured using the local currency, in this case the Canadian dollar (CDN$), as its functional currency and is translated to U.S. dollars for reporting purposes.  Assets and liabilities of the subsidiary are translated at exchange rates as of the balance sheet dates.  Revenues and expenses of the subsidiary are translated at the rates of exchange in effect during the year.

Fair Value Measurement - Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows:

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.

● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above.

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures certain liabilities at fair value on a recurring basis such as our contingent consideration related to business combinations and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.  There have been no transfers between Level 1, 2 or 3 assets or liabilities during the six months ended June 30, 2014.

The Company has classified its contingent consideration related to the Apex acquisition as a Level 3 liability.  Revenue and other assumptions used in the calculation require significant management judgment.  The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.  Based on that assessment, the Company recognized an adjustment of $0 to the actual calculation of the earn-out obligations it incurred in connection with its Apex acquisition during the six months ended June 30, 2013.  On June 9, 2014, the accounting expert issued its final report and the fair value of the earn-out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note (see Note 5 – Business Combinations).  The convertible promissory note is expected to be executed in the third quarter of 2014.

As part of the Apex acquisition in 2012, the Company is obligated to pay bonus consideration to the CEO of Apex.  Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date).  At June 30, 2014 there is CDN$101,000 (US$94,000) recorded in earn out consideration in the Company’s unaudited condensed consolidated financial statements.

The Company has classified certain warrants related to the August 2013 issuance and sale of Common Stock in a private offering as a Level 3 Liability.  Assumptions used in the calculation require significant judgment.  The Company reassesses the fair value of the warrant liabilities on a quarterly basis.  Based on that assessment, the Company recognized a $166,000 reduction to the fair value of the warrant liability for the six months ended June 30, 2014.

7

The following table summarizes the financial liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands):   

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	385	$	-	$	-	$	385
Fair value of warrants issued in connection
with share purchase agreement		637		-		-		637
Balance at June 30, 2014	$	1,022	$	-	$	-	$	1,022

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	468	$	-	$	-	$	468
Fair value of warrants issued in connection
with share purchase agreement		803		-		-		803
Balance at December 31, 2013	$	1,271	$	-	$	-	$	1,271

The following table summarizes changes to the fair value of the contingent consideration and derivative warrants, which are Level 3 liabilities (in thousands):

	Level 3
	Contingent			Derivative
	consideration			warrants
Balance at December 31, 2013	$	468		$	803
Adjustments to fair value of warrants (reflected in other income)		-			(166	)
Cash paid for contingent acqusition liability		(84	)		-
Effect of currency translation		1			-
Balance at June 30, 2014	$	385		$	637

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long lived assets resulting from business combinations are measured at fair value using income and market comparable valuation methodologies at the date of acquisition and subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the six months ended June 30, 2014.

Recently Issued Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance.  This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted.  Accordingly, the Company will adopt this new guidance beginning in fiscal 2017.  Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations.

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NOTE 3 – LOSS PER COMMON SHARE

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding.  Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  The weighted-average basic and diluted shares for each of the six months ended June 30, 2014 and 2013 exclude approximately 0.4 million and 0.5 million, respectively, of shares related to the Employee Stock Ownership Plan that have not been committed to be released.

For periods presented in which there is a net loss, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. All potentially dilutive securities are anti-dilutive due to the net loss incurred by the Company in the periods presented.

Potential dilutive securities consist of (in thousands):

	Six Months Ended June 30,
	2014		2013
Convertible preferred stock - Series A		270		270
Convertible preferred stock - Series B		131		131
Convertible preferred stock - Series D		10,287		7,042
Convertible preferred stock - Series E		8,330		-
Warrants to purchase common stock		3,555		981
Options to purchase common stock		737		544
Total potentially dilutive securities		23,310		8,968

NOTE 4 – WARRANT LIABILITY

The Company has determined that certain warrants the Company has issued contain provisions that protect the holders from future issuances of the Company’s Common Stock at prices below such warrants’ then-in-effect respective exercise prices (see Note 9).  These provisions could result in modification of the warrants then-in-effect exercise price.  The Company has evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in an Entity’s Own Equity.Pursuant tothis guidance, the Company’s management has concluded that these instrumentsdo not meet the criteria for classification as equity treatment and must be recorded as a liability as a result of the terms in the warrants that provide for price protection in the event of a future issuance.The Company recognizes these warrants as liabilities at their fair value and re-measures them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2).

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities.  The estimated fair values were determined using a Monte Carlo option pricing model based on various assumptions.  The Company’s derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of derivative liabilities.  Various factors are considered in the pricing models the Company uses to value the warrants, including the Company’s current common stock price, the remaining life of the warrants, the volatility of the Company’s common stock price, and the risk-free interest rate.  In addition, as of the valuation dates, management assessed the probabilities of future financing assumptions in the Monte Carlo valuation models.  Future changes in these factors will have a significant impact on the computed fair value of the warrant liability.  Accordingly, the Company expects future changes in the fair value of the warrants to continue to vary from quarter to quarter.

The Company revalues the warrants as of the end of each reporting period. The estimated fair value of the outstanding warrant liabilities was approximately $637,000 and $803,000, as of June 30, 2014 and December 31, 2013, respectively.  The increase in fair value of the warrant liabilities for the three months ended June 30, 2014 was $84,000 while the decrease in fair value of the warrant liabilities for the six months ended June 30, 2014 was $166,000. The adjustments to the fair value of the warrant liabilities are included in other income in the Company’s consolidated statement of operations.

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The warrant liabilities were valued at the closing dates of the common stock purchase agreement (see Note 9(c)) and the end of each reporting period using a Monte Carlo valuation model with the following assumptions:

	Placement Agent Warrants						Investor Warrants
Warrants	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
Closing price per share of common stock	$	0.46		$	0.53		$	0.46		$	0.53
Exercise price per share (range)		0.50			0.50			0.50			0.50
Expected volatility		125.2	%		123.5	%		125.2%-125.4	%		123.5	%
Risk-free interest rate		1.3	%		1.6	%		1.3	%		1.6	%
Dividend yield		-			-			-			-
Remaining expected term of underlying securities (years)		4.1			4.6			4.1			4.6

NOTE 5 – BUSINESS COMBINATIONS

Illume Mobile

On July 31, 2012 (“Illume Closing Date”), the Company consummated an asset purchase agreement (“Asset Purchase Agreement”) with MacroSolve, Inc.  Pursuant to the Asset Purchase Agreement, the Company purchased the business (including substantially all the related assets) of the seller’s Illume Mobile division (“Illume Mobile”), based in Tulsa, Oklahoma.  Founded in 1996, Illume Mobile is a mobile business solutions provider that serves mobile products and platforms.  Illume Mobile’s initial core business is the development and integration of business applications for mobile environments.  The Company accounted for the transaction using the purchase method of accounting and the operating results for Illume Mobile have been consolidated into the Company’s results of operations beginning on August 1, 2012.

In consideration for the business of Illume Mobile, the Company paid $1,000,000, of which $250,000 was paid in cash and $750,000 was paid in the form of 617,284 shares of the Company’s common stock.  The Company valued the shares issued in conjunction with the acquisition at $697,531.

Pursuant to the Asset Purchase Agreement, the Company could have been required to make an additional payment (“Earn-Out Payment”) to the seller of up to $500,000 of which 50% would be payable in cash, and 50% would be in shares of the common stock of the Company.  In 2013, it was determined there was not an Earn-Out Payment obligation due under the Asset Purchase Agreement. The Company continues to recognize no Earn-Out Payment obligation in 2014.

Apex

On June 4, 2012 (the “Apex Closing Date”), pursuant to a Stock Purchase Agreement (the “Apex Purchase Agreement”), the Company acquired all of the issued and outstanding shares of Apex, a corporation organized under the laws of the Province of Ontario, Canada.  Apex is a provider of wireless mobile work force software solutions.  Its suite of products utilizes the latest technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and, warehouse management.  Its clients are North American companies that are household names whose products and services are used daily to feed, transport, entertain and care for people throughout the world.  The Company accounted for the transaction using the purchase method of accounting and the operating results for Apex have been consolidated into the Company’s results of operations beginning on June 5, 2012.

In consideration for the shares of Apex, the Company paid CDN$5,000,000 (US$4,801,000 at the Closing Date) (the “Apex Closing Amount”) in cash.  The Company may be required to pay up to an undiscounted amount of CDN$3,500,000 (US$3,360,700 at the Closing Date) in consideration for Apex achieving certain levels of adjusted earnings before interest, depreciation, taxes and amortization (the “EBITDA”), as defined by the Apex Purchase Agreement, in the period ended July 2013.  The fair value of the earn-out (the “Apex Earn-Out Payment”) was calculated to be approximately CDN$1,076,000 (US$1,033,000 at the Closing Date).  At September 30, 2013, the calculated Apex Earn-Out Payment due under the Apex Purchase Agreement was CDN$341,000 (US$331,000).  The adjustment of CDN$735,000 (US$713,000) was recorded as a separate component of operating expenses in the unaudited condensed consolidated statement of operations and comprehensive loss as of September 30, 2013.  On June 9, 2014, the accounting expert issued their final report and the fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note.  As of June 30, 2014, there is CDN$311,000 (US$291,000) recorded in earn out consideration in the unaudited condensed consolidated financial statements (see Note 12).  The convertible promissory note is expected to be executed in the third quarter of 2014.

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As part of the Apex Purchase Agreement, the Company is obligated to pay bonus consideration to the CEO of Apex. Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date).  At June 30, 2014 there is CDN$101,000 (US$94,000) recorded in earn out consideration in the Company’s unaudited condensed consolidated financial statements.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

The following summarizes the transaction affecting goodwill through June 30, 2014 (in thousands):

Balance at December 31, 2013	$	8,395
Effect of currency translation on Apex		6
Balance at June 30, 2014	$	8,401

As of June 30, 2014 and December 31, 2013, the Company’s intangible assets and accumulated amortization consist of the following (in thousands):

	June 30, 2014							December 31, 2013
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Customer relationships	$	3,267	$	(1,912	)	$	1,355	$	3,264	$	(1,654	)	$	1,610
Contractor and resume databases		675		(473	)		202		675		(405	)		270
Tradename		864		(462	)		402		862		(364	)		498
Internal use software		2,807		(1,737	)		1,070		2,802		(1,299	)		1,503
Covenant not to compete		104		(104	)		-		104		(78	)		26
	$	7,717	$	(4,688	)	$	3,029	$	7,707	$	(3,800	)	$	3,907

The effect of foreign currency translation on the goodwill and intangible assets for the six months ended June 30, 2014 is approximately $6 and ($8).

NOTE 7 – LINES OF CREDIT

SVB Line of Credit - The Company has a $10.0 million revolving line of credit with Silicon Valley Bank (“SVB”) which provides for borrowings based upon eligible accounts receivable, as defined in the Loan Agreement (“SVB Loan Agreement”).  Under the SVB Loan Agreement as amended, SVB has also provided the Company with term loans as discussed at Note 8.  The SVB Loan Agreement is secured by substantially all the assets of the Company and matures in February 2015.  As of June 30, 2014 and December 31, 2013, the outstanding balance on the line of credit was approximately $4.6 and $3.9 million, respectively, and the interest rate was 7.0%. The line of credit is due February 2015. The line of credit has a certain financial covenant and other non-financial covenants.   The minimum Tangible Net Worth requirement of an $8.7 million deficit is to be further reduced by one half of any funds raised through sales of common stock (as only 50% of additional capital raises are given credit in the Tangible Net Worth calculation).   As of June 30, 2014 and December 31, 2013, the Company was in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively. The Company believes that at the time of this filing it is compliant with the terms and provisions of its SVB Loan Agreement. Should the Company continue to incur losses in a manner consistent with its recent historical financial performance, the Company will violate Tangible Net Worth covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred.

Availability under the line of credit was approximately $1.7 million as of June 30, 2014.  The line of credit allows the Company to cause the issuance of letters of credit on account of the Company to a maximum of the borrowing base as defined in the SVB Loan Agreement.  No letters of credit were outstanding as of June 30, 2014 or December 31, 2013.

RBC Line of Credit - The Company is party to a credit agreement, dated June 4, 2012 (the “RBC Credit Agreement”) with Royal Bank of Canada (“RBC”).  Under the RBC Credit Agreement, the revolving demand facility allows for borrowings up to CDN$200,000 based upon eligible accounts receivable.  Interest is based on the Royal Bank Prime (“RBP”) plus 1.5% and is payable on demand.  As of June 30, 2014 and December 31, 2013, the outstanding balance on the line of credit was $0 and the interest rate is 4.5%.  The RBC Credit Agreement is secured by the assets of Apex.  The revolving demand facility has certain financial covenants and other non-financial covenants.  The covenants were reset by RBC on August 16, 2013.  The Company was not in compliance with the reset covenants at June 30, 2014 and December 31, 2013.  See further discussion regarding this condition at Note 8.

11

For the six months ended June 30, 2014 and 2013, the Company’s interest expense for the SVB and RBC lines of credit, including amortization of deferred financing costs, was approximately $211,000 and $171,000, respectively.

RBC and SVB are party to a subordination agreement, pursuant to which RBC agreed to subordinate any security interest in assets of the Company granted in connection with the RBC Credit Agreement to SVB’s security interest in assets of the Company and its subsidiaries.

Under the RBC Credit Agreement, the lender provided Apex with a term loan as discussed at Note 8.

NOTE 8 – TERM DEBT

Term debt as of June 30, 2014, consists of the following (in thousands):

	Balance December 31, 2013			Additions		Payments			Amortization of Note Discount		Effect of Currency Translation			Balance June 30, 2014
RBC term loan	$	1,169		$	-	$	(380	)	$	-	$	(8	)	$	781
BDC term loan		1,589			-		-			-		4			1,593
SVB term loan-2		722			-		(166	)		-		-			556
Total note discounts		(45	)		-		-			15		-			(30	)
Total debt	$	3,435		$	-	$	(546	)	$	15	$	(4	)		2,900
less current portion															(1,095	)
Debt, net of current portion														$	1,805

The Company’s debt is recorded at par value adjusted for any unamortized discounts.  Discounts and costs directly related to the issuance of debt are capitalized and amortized over the life of the debt using the effective interest rate method and is recorded in interest expense in the accompanying unaudited condensed consolidated statements of operations.  Unamortized deferred financing costs of approximately $34,000 and $48,000 are included in other assets in the accompanying unaudited consolidated balance sheets as of June 30, 2014 and December 31, 2013, respectively.

RBC Term Loan -- On June 4, 2012, Apex entered into the RBC Credit Agreement with RBC described in Note 7, pursuant to which RBC made available certain credit facilities in the aggregate amount of up to CDN$2,750,000, including a term facility (“RBC Term Loan”) in the amount of CDN $2,500,000 (US$2,401,000 at the Closing Date). The RBC Term Loan accrues interest at RBP plus 4% (7% at June 30, 2014). Principal and interest is payable over a three year period at a fixed principal amount of CDN $70,000 a month beginning in July 2012 and continuing through June 2015.  Apex paid approximately $120,000 in financing costs, which has been recorded as deferred financing costs or note discount in the accompanying unaudited consolidated balance sheets as of June 30, 2014 and December 31, 2013, and is being amortized to interest expense over the term of the loan.

In addition, the RBC Term Loan calls for mandatory repayments based on 20% of Apex’s free cash flow as defined in the RBC Credit Agreement, before discretionary bonuses based on the annual year end audited financial statements of Apex, beginning with the fiscal year ended December 31, 2012, and payable within 30 days of the delivery of the annual audited financial statements, and continuing every six months through December 31, 2014.  This amount is estimated to be $0 at June 30, 2014 and December 31, 2013.

The RBC Term Loan has certain financial covenants and other non-financial covenants.   On August 16, 2013 the RBC Credit Agreement was amended and certain financial covenants were modified.  Pursuant to the amended credit agreement and commencing with the fiscal year ended December 31, 2013, the Company is required to maintain a fixed coverage ratio, calculated on a consolidated basis of not less than 1.15:1 with a step-up to 1.25:1 as of March 31, 2014, tested on a rolling four quarter basis thereafter and a ratio of funded debt to EBITDA, calculated on an annual consolidated basis of not greater than 3.0:1, tested on a rolling four quarter basis thereafter.  As part of the revised financial covenants, covenant testing was waived by RBC for September 30, 2013.  The Company was not in compliance with the reset covenants at June 30, 2014 and December 31, 2013.  Although the Company believes it is not likely that RBC will exercise their rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise their rights pursuant to the provisions of the debt obligation.  Accordingly, the Company has classified the term debt obligation as current at June 30, 2014 and December 31, 2013.

12

BDC Term Loan -- On June 4, 2012, Apex also entered into the BDC Loan Agreement as part of the Apex Purchase Agreement described in Note 5, pursuant to which BDC made available to Apex a term credit facility (“BDC Term Loan”) in the aggregate amount of CDN $1,700,000 (USD $1,632,000 at the Closing Date). The BDC Term Loan accrues interest at the rate of 12% per annum, and matures on June 23, 2016, with an available one year extension for a fee of 2%, payable at the time of extension. In addition to the interest payable, consecutive quarterly payments of CDN$20,000 as additional interest are due beginning on June 23, 2012, and subject to compliance with bank covenants, Apex will make a mandatory annual principal payment in the form of a cash flow sweep which will be equal to 50% of the Excess Available Funds (as defined by the BDC Loan Agreement) before discretionary bonuses based on the annual year end audited financial statements of Apex. The maximum annual cash flow sweep in any year will be CDN$425,000.  As of June 30, 2014, the Company estimates that the cash sweep will be approximately $0.  Such payments will be applied to reduce the outstanding principal payment due on the maturity date. In the event that Apex’s annual audited financial statements are not received within 120 days of its fiscal year end, the full CDN$425,000 becomes due and payable on the next payment date. Apex paid approximately $70,000 in financing costs which $35,000 has been recorded as deferred financing costs and $35,000 recorded as a note discount in the accompanying consolidated balance sheet as of June 30, 2014, and is being amortized to interest expense over the term of the loan using the effective interest rate method. As of June 30, 2014, there was approximately $18,000 in unamortized deferred financing costs and $18,000 in unamortized note discount.

The terms of the BDC loan agreement also provide for a fee to BDC in the event of the occurrence of any of the following:

(a)   if 50% or more of any company comprising Apex or the Company (consolidated assets or shares) is sold or merged with an unrelated entity; or

(b)   if there is a change of control of Apex and/or the Company prior to the Maturity Date or any extended maturity date of the BDC Term Loan,

In the event of (a) or (b) above, Apex will pay to BDC a bonus in an amount equal to 2% of the aggregate value of Apex and the Company determined as at the closing date of such transaction, which bonus shall become due and payable at the time of the closing of such transaction. Notwithstanding any prepayment of the BDC Term Loan, the bonus and Apex’s obligation to pay same to BDC will remain in full force and effect until the maturity date or any amended or extended maturity date agreed by BDC such that in the event of any sale, initial public offering or similar transaction, Apex’s obligation to pay the bonus amount to the BDC will survive such prepayment.

The BDC Loan Agreement contains certain financial and non-financial covenants.  On August 22, 2013, the BDC Term Loan was amended and certain financial covenants were modified.  Pursuant to the amended loan agreement, the Company is required to maintain, for the duration of the investment, a term debt to equity ratio not exceeding 1.1:1 (measured annually); and an adjusted current ratio of 0.40:1 (measured annually) and revised yearly 120 days after each year end.  The Company was in compliance with all of our BDC financial covenants as of December 31, 2013.  We expect to continue to meet the requirements of our BDC financial covenants over the short and long term.

In the event either or both of the RBC Loan Agreement or the BDC Loan Agreement were deemed to be in default, RBC or BDC, as applicable, could, among other things (subject to the rights of SVB as the Company’s senior lender), terminate the facilities, demand immediate repayment of any outstanding amounts, and foreclose on our assets. Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing.

SVB Term Loan - On December 31, 2010, pursuant to an Assumption and Amendment to Loan and Security Agreement ("Amended SVB Loan Agreement"), the Company borrowed $3.0 million from Silicon Valley Bank (“SVB”). The SVB Term Loan was due in 36 equal monthly installments of principal plus interest beginning on February 1, 2011. The SVB Term Loan is secured by substantially all of the assets of the Company except for the assets of Apex.  On May 20, 2011, pursuant to a Consent and Amendment to Loan and Security Agreement (“Amendment”), the maturity date was amended to April 30, 2012, with the remaining principal due on that date to be paid as a balloon payment.  On September 27, 2011, the agreement was amended and certain covenants were replaced or modified resulting in the Company being in full compliance at September 30, 2011. The principal amount outstanding under the Term Loan accrues interest at a fixed rate equal to 9% per annum. In addition, a final payment equal to 2% of the aggregate amount of the Term Loan is due on the earlier of the maturity date or the date the Term Loan is prepaid. This final payment of $60,000 has been recorded as a discount to the SVB Term Loan, which was amortized to interest expense through December 2013, using the effective interest method.

The Amended SVB Loan Agreement includes various customary covenants, limitations and events of default. Financial covenants, among others, include liquidity and fixed charge coverage ratios, minimum tangible net worth requirements and limitations on indebtedness.   As of June 30, 2014, the Company was in compliance with the tangible Net Worth financial covenant and had available a $1.0 million cushion over the requirement.  The Company currently believes that at the time of this filing it is compliant with the terms and provisions of its SVB lending agreement and expects to continue to meet the requirements of our SVB financial covenants over the short and long term.  Should the Company continue to incur losses in a manner consistent with its recent historical financial performance, the Company will violate this covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred.

13

On February 27, 2013, the Company amended the Loan and Security Agreement which provided an additional term loan (the “SVB Term Loan 2”) of $1,000,000. The new term loan is due in 36 monthly installments of principal plus accrued interest beginning on April 1, 2013. The additional term loan accrues interest at 7.5% per annum. As of June 30, 2014 and December 31, 2013, the outstanding balance on the SVB Term Loan 2 was approximately $556,000 and $722,000, respectively.

For the six months ended June 30, 2014 and 2013, the Company’s interest expense on the term debt, including amortization of deferred financing costs, was approximately $216,000 and $301,000, respectively.

In the event either or both RBC Loan Agreement and/or the BDC Loan Agreement were deemed to be in default, then the Amended SVB Loan agreement would be in default, which could, among other things, terminate the facility and term loan, demand immediate repayment of any outstanding amounts, and foreclose on our assets.  Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing.

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue two classes of stock designated as common stock and preferred stock.  As of June 30, 2014, the Company is authorized to issue 110,000,000 total shares of stock.  Of that amount, 100,000,000 shares are common stock, each having a par value of $0.001.  The remaining 10,000,000 shares are preferred stock, each having a par value of $0.001, of which 500,000 shares are designated as Series A Preferred Stock, of which 269,608 are issued and outstanding, 500,000 shares are designated as Series B Preferred Stock, of which 131,347 are issued and outstanding, 4,000,000 shares are designated as Series D Preferred Stock, of which 730,357 shares are issued and outstanding, and 2,000,000 are designated as Series E Preferred Stock, of which 416,533 shares are issued and outstanding.

(a) Cumulative Convertible Preferred Stock

A summary of preferred stock outstanding as of June 30, 2014 is as follows (in thousands, except share data):

Description
Series A Preferred, $0.001 par value per share, 500,000 shares designated,
269,608 shares issued and outstanding, liquidation preference of $975
plus cumulative dividends of $402	$	1,377
Series B Preferred, $0.001 par value per share, 500,000 shares designated,
131,347 shares issued and outstanding, liquidation preference of $380
plus cumulative dividends of $108		488
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated,
730,357 shares issued and outstanding (net of $1,374 in issuance costs),
liquidation preference of $7,449 plus cumulative imputed dividends and
beneficial conversion feature of $1,558		7,439
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated,
416,533 shares issued and outstanding (net of $875 in issuance costs),
liquidation preference of $4,269 plus cumulative imputed dividends of $54		3,345
Total convertible preferred stock	$	12,649

Series A Preferred Stock and Series B Preferred Stock

The holders of the Series A and Series B Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, dividends at an annual rate of 8% of the stated value. The stated value of the Series A Preferred is $4.00 per share and the stated value of the Series B Preferred is $3.20 per share. Dividends shall be cumulative and shall accrue on each share of the outstanding preferred stock from the date of its issue.

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The holders of the Series A and Series B Preferred Stock have no voting rights except on matters affecting their rights or preferences. Subject to the rights of the Series D Preferred Stock, upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A (subject to the rights of the Series B Preferred) and Series B Preferred Stock shall be entitled to receive an amount equal to the stated value per share of $4.00 and $3.20, respectively, plus any accrued and unpaid dividends before any payments shall be made to the holders of any common stock or hereinafter issued preferred stock. The Series A Preferred Stock has preference over the Series B Preferred Stock in liquidation.

Each share of Series A Preferred Stock is convertible, at the option of the holder, at a conversion price of $4.00 per share. Each share of Series B Preferred Stock is convertible, at the option of the holder, at a conversion price of $3.20 per share.

Series C Preferred Stock

On December 20, 2012, all issued and outstanding shares of Series C Preferred Stock were redeemed using the proceeds generated from the sale of the Series D Preferred Stock.

In connection with the sale of Series E Preferred Stock, on November 12, 2013, the Company filed a Certificate of Elimination of Series C Preferred Stock (the “Series C Certificate of Elimination”), pursuant to which, the 5,000,000 shares of the Company’s preferred stock that had been designated as Series C Preferred Stock were returned to the status of blank check preferred stock.

Series D Preferred Stock

On December 20, 2012, we filed a Certificate of Designation of Series D Preferred Shares (the “Series D Certificate of Designation”) with the Secretary of State of Delaware.  Pursuant to the Series D Certificate of Designation, we designated 4,000,000 shares of our preferred stock as Series D Preferred Stock.  The Series D Preferred Stock has a Stated Value of $10.00 per share, votes on an as-converted basis with the common stock, and is convertible, at the option of the holder, into such number of shares of our common stock equal to the number of shares of Series D Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion.  The initial Conversion Price is $1.00, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions.  As a result of the private placement closed on August 15, 2013 and August 21, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.90.  As a result of the private placement closed on November 12, 2013 and November 22, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.71.  As a result of the reduction in conversion price, the Company recorded a contingent beneficial conversion feature of $1.3 million.  The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue.  We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company’s common stock for the five prior consecutive trading days.  On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 26,157 shares of Series D Preferred Stock.  The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013.  As those shares were not issued until April 2014, they have not been included in the Series D Preferred Stock balance at December 31, 2013.  As such, the Company recorded a dividend payable in Current Liabilities in the in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $213,000.  Additionally, on December 31, 2013, cash dividends of $351 were accrued for fractional share dividends not paid-in-kind.  In April 2014, the Company issued 26,157 Series D Preferred Stock PIK dividend shares, for previously accrued dividends.  On July 22, 2014, the Company paid a cash dividend of $146,000 on the Series D Preferred Stock for the period from April 1, 2014 to June 30, 2014. Such amount is accrued for in Current Liabilities at June 30, 2014 in the accompanying unaudited condensed consolidated balance sheet.

Upon any liquidation, dissolution or winding-up of our Company, holders of Series D Preferred Stock will be entitled to receive, for each share of Series D Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock.

In addition, commencing on the trading day on which the closing price of the common stock is greater than $2.00 for thirty consecutive trading days with a minimum average daily trading volume of at least 5,000 shares for such period, and at any time thereafter, the Company may, in its sole discretion, effect the conversion of all of the outstanding shares of Series D Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended).

The Series D Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (December 31, 2012), and requires the registration statement to become effective within 90 days thereafter.  The initial registration statement was filed on February 12, 2013.  If the registration statement is not declared effective by May 12, 2013, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective.  In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor.  On July 30, 2013, the registration statement was declared effective by the SEC.  On October 15, 2013, the Company paid liquidated damages of $18,000.

15

Pursuant to the Series D Certificate of Designation, commencing two years from the termination or expiration of the offering of the Series D Preferred Stock (which termination occurred on December 31, 2012), and at any time thereafter, the Company in its sole discretion may redeem all of the outstanding shares of Series D Preferred Stock at a purchase price of $10.00 per share plus any accrued but unpaid dividends.

Series E Preferred Stock

In November 2013, the Company issued 409,000 shares of Series E Preferred for cash consideration totaling $4,090,000. In conjunction with the issuance, the Company incurred issuance costs totaling $875,000, consisting of placement fees of $327,000, legal and other expenses of $270,000, and issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model. The fair value calculation was prepared using the following assumptions: Stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0.

On November 12, 2013, the Company filed a Certificate of Designation of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series E Certificate of Designation, we designated 2,000,000 shares of the Company’s preferred stock as Series E Preferred Stock. The Series E Preferred Stock has a Stated Value of $10.00 per share, does not have voting rights, and is convertible, at the option of the holder, into such number of shares of common stock equal to the number of shares of Series E Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion.  The initial Conversion Price is $0.50, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions.  

The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company’s Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days.  On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 7,533 shares of Series E Preferred Stock.  The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013.  As those shares were not issued until April 2014, they have not been included in the Series E Preferred Stock balance at December 31, 2013.  As such, the Company recorded a dividend payable in Current Liabilities in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $75,000.  Additionally, on December 31, 2013, cash dividends of $561 were accrued for fractional share dividends not paid-in-kind.  In April 2014, the Company issued 7,533 Series E Preferred Stock PIK dividend shares, for previously accrued dividends.  On July 22, 2014, the Company paid a cash dividend of $104,000 on the Series E Preferred Stock for the period from April 1, 2014 to June 30, 2014. Such amount is accrued for in Current Liabilities at June 30, 2014 in the accompanying unaudited condensed consolidated balance sheet.

Upon any liquidation, dissolution or winding-up of our Company, holders of Series E Preferred Stock will be entitled to receive (following payment in full of amounts owed to in respect of the Company’s Series D Preferred Stock), for each share of Series E Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock.

In addition, commencing on the trading day on which the closing price of the common stock is greater than $1.35 for thirty consecutive trading days with a minimum average daily trading volume of at least 10,000 shares for such period, and at any time thereafter, the Company may, in our sole discretion, effect the conversion of all of the outstanding shares of Series E Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended).

The Series E Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (November 22, 2013), and requires the registration statement to become effective within 90 days thereafter.  The initial registration statement was filed on January 10, 2014.  If the registration statement is not declared effective by January 21, 2014, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective.  In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor.  On January 22, 2014, the registration statement was declared effective by the SEC.

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On November 12, 2013, we filed Amendment No. 2 to our Certificate of Designation of Series A Preferred Stock (the “Series A Amendment”), and Amendment No. 2 to our Certificate of Designation of Series B Preferred Stock (the “Series B Amendment”). Pursuant to the Series A Amendment and the Series B Amendment, the Series A Preferred Stock and the Series B Preferred Stock will be subordinate to the Series E Preferred Stock with respect to any distributions upon any liquidation, dissolution or winding-up of our Company, respectively.

 (b) Common Stock

For the six months ended June 30, 2014

There were no common stock issuances for the six months ended June 30, 2014.

For the year ended December 31, 2013

On April 26, 2013, the Company issued 70,207 shares of its common stock to 3 employees as part of a specified portion of their regular annual cash bonus.  The shares were valued at $83,000 and were recorded as part of selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss as of December 31, 2013.

On August 15, 2013, the Company entered into a purchase agreement with multiple accredited investors relating to the issuance and sale of Common Stock in a private offering.  On August 15, 2013, the initial closing date (the “Initial Closing”) of the purchase agreement, we sold (i) an aggregate of 2,594,000 shares of our Common Stock for $0.60 per share and (ii) Common Stock Purchase Warrants (the “Investor Warrants”) for the purchase of an aggregate of 1,297,000 shares for aggregate gross proceeds of $1,556,400.  The Investor Warrants have a five-year term, an exercise price of $1.00 and contain certain provisions for anti-dilution and price adjustments in the event of a future offering.

On August 21, 2013, the final closing date (the “Final Closing”) of the Purchase Agreement, we sold (i) an aggregate of 333,333 shares of our Common Stock for $0.60 per share and (ii) 166,667 Investor Warrants for aggregate gross proceeds of $200,000.

For a period commencing on the Initial Closing and terminating on a date which is 24 months from the Initial Closing, in the event the Company issues or grants any shares of Common Stock or securities convertible, exchangeable or exercisable for shares of Common Stock pursuant to which shares of Common Stock may be acquired at a price less than $0.60 per share, then the Company shall promptly issue additional shares of Common Stock to the investors under the Purchase Agreement in an amount sufficient that the subscription price paid, when divided by the total number of shares issued (shares purchased under the Purchase Agreement plus the additional shares issued under this provision), will result in an actual price paid by the Subscriber per share of Common Stock equal to such lower price.

On December 10, 2013, the Company issued 585,467 shares of its common stock as a result of the anti-dilution adjustment triggered by the sale of Series E Preferred Shares.  The common stock issued to investors at the closings on August 15, 2013 and August 21, 2013 contained certain price protection provisions.  These price protections are considered embedded options to contingently acquire common stock that are clearly and closely related to the host common stock and are therefore not bifurcated.  The shares issued were valued at $263,000 and were recorded as deemed dividend as of December 31, 2013.

If the Company at any time while the Investor Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock (as, at an effective price per share less than the exercise price of the Investor Warrants then in effect, the exercise price of the Investor Warrants will be reduced to equal to such lower price.

As a result of the sale of Series E Preferred Shares described above, the conversion price of the Investor Warrants was reduced to $0.50 per share on November 12, 2013.

Pursuant to the purchase agreement, we agreed to, within 30 days of August 21, 2013, file a registration statement (the “Common Stock Registration Statement”) with the SEC covering the re-sale of the Common Shares and the shares of common stock underlying the Investor Warrants.  We also agreed to use its best efforts to have the Common Stock Registration Statement become effective as soon as possible after filing (and in any event within 120 days of the filing of such Common Stock Registration Statement).  If the Common Stock Registration Statement is not declared effective within the requisite period of time, a partial liquidated damage equal to 0.2% of the purchase price paid by each investor shall be payable on each monthly anniversary until it becomes effective.  In no event shall the partial liquidated damage exceed 10% of the purchase price paid by each investor.  On October 4, 2013, the Common Stock Registration Statement was declared effective by the SEC.

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The Company paid the placement agent $175,600 in commissions (equal to 10% of the gross proceeds), and issued to the placement agent five-year warrants (the “Placement Agent Warrants”) to purchase 292,733 shares of our common stock (equal to 10% of the number of shares of common stock sold under the purchase agreement).  The Placement Agent Warrants have a five-year term, an exercise price of $0.60 and contain provisions for anti-dilution and price adjustments in the event of a future offering.

If the Company at any time while the Placement Agent Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock, at an effective price per share less than the exercise price of the Placement Agent Warrants then in effect, the exercise price of the Placement Agent Warrants will be reduced to equal to such lower price.  As a result of the sale of Series E Preferred Shares described above, the conversion price of the Placement Agent Warrants was reduced to $0.50 per share on November 12, 2013.

The Company recorded the Investor Warrants and Placement Agent Warrants as a liability (see further disclosure at Note 4).  Accordingly, the net proceeds raised ($1.7 million in gross offering proceeds, net of $0.2 million in cost), were allocated to the fair value of the warrant liability of $1.1 million and the remainder was recorded as equity ($0.4 million).

(c) Warrants

For the six months ended June 30, 2014

There were no warrant issuances for the six months ended June 30, 2014.

For the year ended December 31, 2013

On August 15, 2013 and August 21, 2013, the Company issued 1,463,667 Investor Warrants and 292,733 Placement Agent Warrants as discussed above. The exercise price of the Investor Warrants and the Placement Agent Warrants will be adjusted in the event of future issuances of the Company’s Common Stock at prices below the exercise price then in effect (“down-round” protection).  The Company evaluated the following guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in Entity’s Own Equity.  Based on this guidance, the Company’s management concluded these instruments are to be accounted for as liabilities instead of equity due to the down-round protection feature available on the exercise price of the Warrants. The Company recognized these Warrants as liabilities at their fair value and will re-measure them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2).  Fair values for warrants are determined using the Monte-Carlo Simulation Model valuation technique. The Monte-Carlo Simulation Model valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to expected conversion.  In addition, management assessed the probabilities of future financing assumptions.

As of August 15, 2013 and August 21, 2013, the dates of issuance, we recorded the warrant liability at $1,099,000.  At December 31, 2013, the warrants were re-valued with a fair value of $803,000.  At June 30, 2014, the warrants were revalued with a fair value of $637,000 with the difference of $166,000 recorded in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2014

On November 12, 2013 and November 22, 2013 in connection with the sale of Series E Preferred Stock, the Company issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share provided to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model.  The fair value calculation was prepared using the following assumptions: stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0.

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The following table summarizes information about the Company’s outstanding common stock warrants as of June 30, 2014:

					Total				Weighted
					Warrants		Total		Average
	Date		Strike		Outstanding		Exercise		Exercise
	Issued	Expiration	Price		and Exercisable		Price		Price
Senior Subordinated Notes	Dec-09	Dec-14	$	3.62		138,260	$	500,000
Senior Subordinated Notes	Dec-09	Dec-14		4.34		138,260		600,000
Placement Agent Preferred Stock - Class D	Dec-12	Dec-17		1.10		704,200		774,620
Common Stock Investor Warrants  *	Aug-13	Aug-18		0.50		1,463,667		731,834
Placement Agent Warrants - Common Stock  *	Aug-13	Aug-18		0.50		292,733		146,367
Placement Agent Preferred Stock - Class E	Nov-13	Nov-18		0.55		818,000		449,900
						3,555,120	$	3,202,721	$	0.90
*  warrants classified as liabilities

NOTE 10 – ESOP PLAN

The Company has an Employee Stock Ownership Plan (the “ESOP”) which covers all non-union employees.  The Company’s contribution expense for the six months ended June 30, 2014, was $89,000 representing approximately $73,000 for the ESOP principal payment and $16,000 for the ESOP interest.  ESOP shares are allocated to individual employee accounts as the loan obligation of the ESOP to the Company is reduced.  These amounts were previously calculated on an annual basis by an outside, independent financial advisor.   Compensation costs relating to shares released are based on the fair value of shares at the time they are committed to be released.  The unreleased shares are not considered outstanding in the computation of earnings per common share.  ESOP compensation expense consisting of both cash contributions and shares committed to be released for the six months ended June 30, 2014 was approximately $46,000.  The fair value of the shares was $0.47 per share, based on the average of the daily market closing share price.

NOTE 11 - STOCK OPTION PLAN

In December 2010, the Company established the 2010 Stock Option Plan (the “Plan”).  The Plan authorizes the issuance of 1,000,000 shares of common stock. Pursuant to the terms of the August 16, 2010 merger agreement, the Company assumed all of Old DecisionPoint’s obligations under their outstanding stock option plans.

The Plan is administered by the Board of Directors, or a committee appointed by the Board of Directors, which determines recipients and types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule.  The term of stock options granted under the Plans cannot exceed ten years.  Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date, and generally vest over a period of five years.  If the individual possesses more than 10% of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant.

A summary of the status of the Plans as of June 30, 2014, and information with respect to the changes in options outstanding is as follows:

							Weighted -
	Options						Average		Aggregate
	Available			Options			Exercise		Intrinsic
	for Grant			Outstanding			Price		Value
December 31, 2013		195,495			804,505		$	1.39	$	-
Granted		(183,648	)		183,648			0.50		-
Exercised		-			-			-		-
Forfeited		251,471			(251,471	)		2.05		-
June 30, 2014		263,318			736,682		$	1.11	$	-
Exercisable options at June 30, 2014					570,921		$	1.14	$	-

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The following table summarizes information about stock options outstanding as of June 30, 2014:

		Options Outstanding						Options Exercisable
				Weighted-						Weighted-
				Average		Weighted-				Average		Weighted-
Range of				Remaining		Average				Remaining		Average
Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise
Prices		Outstanding		Life (Years)		Price		Exercisable		Life (Years)		Price
$	0.46 - 0.53		443,648		2.52	$	0.50		330,440		2.53	$	0.49
$	1.33 - 2.03		136,272		2.51		1.90		130,176		2.51		1.90
$	2.06 - 4.34		156,762		6.84		2.16		110,305		6.78		2.16
Total			736,682		3.44	$	1.11		570,921		3.35	$	1.14

No awards were exercised during the six months ended June 30, 2014 and 2013, respectively.  The total fair value of awards vested for the six months ended June 30, 2014 and 2013 was $52,000 and $40,000, respectively.

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the required service period, which is generally equal to the vesting period.  The fair value of options granted to directors during the six months ended June 30, 2014, was $58,000 (no options were granted during the six months ended June 30, 2013).  The fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	For the Six Months Ended
	June 30,
	2014			2013
Expected term	1.50 years				N/A
Expected volatility		143.49	%		N/A
Dividend yield		0	%		N/A
Risk-free interest rate		0.27	%		N/A

The Company estimates expected volatility using historical volatility of its common stock over a period equal to the expected life of the options.  The expected term of the awards represents the period of time that the awards are expected to be outstanding.  Management considered expectations for the future to estimate employee exercise and post-vest termination behavior.  The Company does not intend to pay common stock dividends in the foreseeable future, and therefore has assumed a dividend yield of zero.  The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards.

Employee and director stock-based compensation costs for the six months ended June 30, 2014 and 2013, was $50,000 and $21,000, respectively, and is included in selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations.  As of June 30, 2014, total unrecognized estimated employee compensation cost related to stock options granted prior to that date was $83,000 which is expected to be recognized over a weighted-average vesting period of 1.62 years.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases - The Company leases its facilities and certain equipment under various operating leases which expire at various dates through fiscal 2020 and require us to pay a portion of the related operating expenses such as maintenance, property taxes, and insurance.  There have been no material changes to our lease arrangements during the six months ended June 30, 2014.  Please refer to Note 15 to the audited consolidated financial statements for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2014.

Rent expense for the six months ended June 30, 2014 and 2013, was $263,000 and $348,000, respectively.

Apex Earn Out Obligations - If EBITDA (as uniquely defined in the Apex Purchase Agreement), for the twelve months ending July 31, 2013 (“2013 EBITDA”), is equal to or less than CDN$2,000,000, Apex shall pay an amount, to its former owners, equal to the product of the 2013 EBITDA multiplied by four less CDN$5,000,000 (“2013 EBITDA Basic Earn-Out Amount”), up to a maximum of CDN$3,000,000. An amount equal to 22.22% of the 2013 EBITDA Basic Earn-Out Amount shall be paid in cash and the balance shall be paid by Apex issuing a subordinated convertible note (the “Apex Note”).

20

Under the terms of the Note, Apex will pay the principal sum due on the Note in eight quarterly payments (“Installment Dates”). Interest from and after June 18, 2014, shall be paid in arrears on the last day of each calendar quarter commencing on September 30, 2014.  On June 9, 2014, the accounting expert issued their final report and the fair value of the Earn-Out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (77.78%) payable in the form of a convertible promissory note.  At June 30, 2014, there is CDN$311,000 (US$291,000) recorded in accrued earn out consideration in the unaudited condensed consolidated financial statements.  The convertible promissory note is expected to be executed in the third quarter of 2014.  The interest rate shall be determined as follows:

(i)   9% per annum, calculated and compounded quarterly before July 1, 2015; and

(ii)   11% per annum, calculated and compounded quarterly after June 30, 2015;

(iii)   except, however, that, if, during the term of the Apex Note, the Company raises Net Equity Capital (as defined in the Note) in an amount greater than CDN$5,000,000 and this Note is not repaid in full within 30 days from the date that the Company receives such Net Equity Capital, the interest rate otherwise provided in the Note shall be 15% per annum from the end of such 30-day period to the first anniversary thereof and 20% per annum thereafter to the date of payment in full.

The Apex Note is convertible, only on each Installment Date, at the option of the Note holder, into shares of our common stock at a conversion price that is equal to the greater of the Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00=CDN$1.04, or the Canadian Dollar equivalent of US$1.00 = CDN$1.04.  The shares issuable under the Note will be restricted but will have certain piggy back registration rights as set forth in the Apex Purchase Agreement.

The Company entered into an employment agreement with Donald Dalicandro, the Former Chief Executive Officer of Apex, as a result of the Apex acquisition.  The agreement calls for annual bonus upon achieving certain results of operation at Apex for the 12 months ending July 31, 2013, 2014, and 2015.  Such bonuses are considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not his employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Apex Closing Date).  At June 30, 2014, there is CDN$101,000 (US$94,000) recorded in accrued earn out consideration in the unaudited condensed consolidated financial statements.

Apex Escrow Obligation - As part of the Apex Purchase Agreement, from the Apex Closing Date up until the expiry of the bonus period, the Company is obligated to escrow 25% of any Equity Capital raised in excess of $500,000.  The funds in the escrow are to be used to pay the 2013 EBITDA Basic Earn-Out and the 2013 EBITDA Additional Earn-Out and the additional bonus consideration.  In December 2012, the Company raised $7,042,000 as part of the Series D Purchase Agreement.  In August 2013, the Company raised $1,756,000 as part of the Common Stock Purchase Agreement.  In November 2013, the Company raised $4,090,000 as part of the Series E Purchase Agreement.  These funds have not been placed into escrow pending agreement between the Company and the sellers of Apex regarding the financial institution that will escrow the funds, the amount of funds that are to be placed in escrow and the escrow agreement itself.

Contingencies – In addition to the matter discussed below, from time to time the Company is subject to the possibility of involvement in litigation incidental to the conduct of our business.  When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.  While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. 

Wells Notice - On July 2, 2014, the Company received a written “Wells Notice” from the staff of the SEC indicating that the staff has made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Company.  On the same day Nicholas R. Toms, the Company’s President and Chief Executive Officer and a member of the Board of Directors, also received a Wells Notice.  The SEC staff has informed the Company that both Wells Notices relate to allegations that, from late 2009 to early 2011, Mr. Toms was the beneficial owner of shares of common stock of the Company that were held and traded by a Delaware corporation in which Mr. Toms was a 10% owner; that Mr. Toms exercised control over the corporation’s securities account; and that the corporation’s shareholding and trades should have been reflected at the relevant times in public disclosures of Mr. Toms’ other holdings of the Company’s common stock.

A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred.  Rather, it provides the recipient with an opportunity to respond to issues raised by the SEC staff and offer its perspective to the SEC staff prior to any decision to institute proceedings.  The Company intends to make a submission to the SEC staff in response to the Wells Notice setting forth why no action should be commenced against it. The submission is due on August 8, 2014.

In addition, the Company’s Audit Committee is conducting an internal review, assisted by new outside counsel, and the Company’s independent directors have placed Mr. Toms on leave from his duties as an officer of the Company, pending further inquiries and determinations.  Mr. Toms remains a director of the Company and retains his duties as a director.  Mr. Dan Romanello, who has served since August 2013 as the Executive Advisor to the CEO, is undertaking Mr. Toms’ duties as an officer on an interim basis.

Settlement of Taglich Action – In July 2014, the Company settled an action brought against it by stockholder Michael N. Taglich, in the Delaware Chancery Court, seeking to compel the Company to hold an annual meeting of stockholders.  Pursuant to the settlement, the parties agreed that the Company shall hold an annual meeting of stockholders on or before October 15, 2014.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and financial condition of the business of DecisionPoint Systems, Inc. (“DecisionPoint”, the “Company”, “we” or “us”).  Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q.

Forward Looking Statements

Some of the statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations of such terms, or by discussions of strategy that involve risks and uncertainties.  We urge you to be cautious of forward-looking statements.  Such statements reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses.  No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face and otherwise, and actual events may differ from the assumptions underlying the statements that have been made as a result of the risks we face and otherwise.  Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include, without limitation, the risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March 31, 2014 and the following:

·   Our ability to raise capital when needed and on acceptable terms and conditions;

·   Our ability to manage the growth of our business through internal growth and acquisitions;

·   The intensity of competition;

·   General economic conditions; and,

·   Our ability to attract and retain management, and to integrate and maintain technical and management information systems.

All forward-looking statements made in connection with this Quarterly Report on Form 10-Q and attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.  Except as may be required under applicable securities laws, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result more information, future events or occurrences.

Non-GAAP Financial Measures

In the following discussion and analysis of results of operations and financial condition, certain financial measures may be considered “non-GAAP financial measures” under SEC rules.  These rules require supplemental explanation and reconciliation, which is provided in this Quarterly Report on Form 10-Q as applicable.

DecisionPoint’s management uses the non-GAAP financial measure, “Adjusted Working Capital”; in their evaluation of business cash flow and financial condition.  We consider this measure to reflect our ‘cash’ working capital position.  It is the equivalent of our U.S. GAAP working capital position, after removing the accrual effect of current deferred assets and liabilities.  We believe this non-GAAP financial measure provides us, and investors with a better understanding of the operating results and financial condition of our company.

Non-GAAP disclosures have limitations as analytical tools, should not be viewed as a substitute for measures of cash flow, operating earnings or financial condition determined in accordance with U.S. GAAP, and should not be considered in isolation from or as a substitute for analysis of our results as reported under U.S. GAAP, nor are they necessarily comparable to non-GAAP financial measures that may be presented by other companies.  Our supplemental presentation of Non-GAAP financial measures should not be construed as an inference that our future operating results or financial condition will be unaffected by any adjustments necessary to reconcile our Non-GAAP financial measures to measures determined in accordance with U.S. GAAP.

Overview

Business Overview

DecisionPoint enables its clients to “move decisions closer to the customer” by “empowering the mobile worker”.  We define mobile workers as those individuals who are on the front line in direct contact with customers.  These workers include field repair technicians, sales associates, couriers, public safety employees and millions of other workers that deliver goods and services throughout the country.  Whether they are blue or white collar, mobile workers have many characteristics in common.   Mobile workers need information, access to corporate resources, decision support tools and the ability to capture information and report it back to the organization.

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DecisionPoint empowers these mobile workers through the implementation of various mobile technologies including specialized mobile business applications, wireless networks, mobile computers (for example, rugged, tablets, and smartphones) and a comprehensive suite of consulting, integration, deployment and support services.

At DecisionPoint, we deliver to our customers the ability to make better, faster and more accurate business decisions by implementing industry-specific, enterprise wireless and mobile computing systems for their front-line mobile workers, inside and outside of the traditional workplace.  It is these systems that provide the information necessary for businesses to improve hundreds of the individual decisions made each day.  Historically, critical information has remained locked away in the organization’s enterprise computing systems, accessible only when employees are at their desks.  Our solutions are designed to unlock this information and deliver it to employees when needed regardless of their location.  As a result, our customers are able to move their business decision points closer to their customers which we believe in turn improves customer service levels, reduces cost and accelerates business growth.

Mobile computing capabilities and usage continue to grow.  With choice comes complexity so helping our customers navigate the myriad of options is what we aim to do best.  The right choice may be an off-the-shelf application or a custom business application to fit a very specific business process.  DecisionPoint has the specialized resources and support structure to help our customers make the right choices, and then to deliver to those customers the hardware, software, connectivity and follow-up maintenance and other services that they need.  We address the mobile application needs of customers in the retail, manufacturing, transportation, warehousing, distribution, logistics and other market segments.  We continue to invest in building out our capabilities to support these markets and business needs.  For example, in July 2012, we invested in the expansion of our custom software development capabilities through the acquisition of Illume Mobile in Tulsa, OK, which specializes in the custom development of specialized mobile business applications for Apple, Android and Windows Mobile devices.  Additionally, through the acquisition of Illume Mobile we acquired a cloud-based, horizontal software application “ContentSentral” which manages and distributes multiple types of corporate content (for example, PDF, video, images, and spreadsheets) on mobile tablets used by field workers.  We also substantially increased our software products expertise with the acquisition in June 2012 of Apex in Canada.  The APEXWare™ software suite significantly expanded our field sales/service software offerings.  APEXWare™ is a purpose-built mobile application suite well suited to the automation of field sales/service and warehouse workers.  Additionally, we continue to expand our deployment and MobileCare support offerings.  In 2012 we moved our headquarters location to a larger facility in Irvine, CA in order to accommodate the expansion of our express depot and technical support organizations.  In 2013 we consolidated our East Coast depot facility into our larger facility in Irvine, CA in order to provide our East Coast customers with later service hours and to gain some economies of scale.  We also continue to invest in our “MobileCare EMM” enterprise mobility management offering.  We are continuing to extend our mobile device management (“MDM”) offering from our historically ruggedized mobile computer customer base to address the growing use of consumer devices by clients and others and to support the Bring Your Own Device (“BYOD”) and Bring Your Own Application (“BYOA”) movements affecting commerce and our industry in general.

Recognizing that we cannot build every business application, we have developed an ‘ecosystem’ of partners to support the assembly and manufacturing provisions of our custom and off-the-shelf solutions.  These partners include suppliers of mobile devices (Apple, Intermec and Motorola among others), wireless carriers (AT&T, Sprint, T-Mobile, Verizon), mobile peripheral manufactures (Zebra Technologies Corporation, Datamax - O’Neil) and a large number of specialized independent software vendors such as AirWatch, VeriFone GlobalBay, XRS and Wavelink.

We have several offices throughout North America allowing us to serve multi-location clients and their mobile workforces.  Additionally, we keep aware of potential acquisition candidates that could provide us with complementary products and service offerings, and make acquisitions when we identify sufficiently valuable opportunities.

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Results of Operations

For comparison purposes, all dollar amounts have been rounded to nearest million while all percentages are actual.  Due to rounding, column entries in the tables presented may not sum to the totals presented in the table.

	Three Months Ended								Six Months Ended
	June 30,					Increase			June 30,						Increase
	2014		2013			(Decrease)			2014			2013			(Decrease)
Net sales	$	16,514	$	14,721			12.2	%	$	33,222		$	28,493			16.6	%
Gross profit		3,783		3,566			6.1	%		7,356			6,390			15.1	%
Total operating expenses		3,417		4,464			(23.5	%)		7,134			9,496			(24.9	%)
Operating income (loss)		366		(898	)		(140.8	%)		222			(3,106	)		(107.2	%)
Net income (loss) before income taxes		81		(1,146	)		(107.1	%)		(10	)		(3,575	)		(99.7	%)

Net Sales

Net sales for the three and six months ended June 30, 2014 and 2013 is summarized below:

	Three Months Ended							Six Months Ended
	June 30,				Increase			June 30,				Increase
	2014		2013		(Decrease)			2014		2013		(Decrease)
Hardware	$	10,308	$	8,541		20.7	%	$	21,854	$	16,901		29.3	%
Professional services		4,824		4,411		9.4	%		8,645		8,344		3.6	%
Software		961		1,461		(34.2	%)		1,945		2,536		(23.3	%)
Other		420		308		36.2	%		778		712		9.3	%
	$	16,514	$	14,721		12.2	%	$	33,222	$	28,493		16.6	%

Net sales were $16.5 million for the three months ended June 30, 2014, compared to $14.7 million for the same period ended June 30, 2013, an increase of $1.8 million or 12.2%.  The increase was driven principally by our hardware category, which grew by $1.8 million, or 20.7% over the comparable period.  The increase in hardware revenue was partially due to significant orders by several large retail customers in the second quarter of 2014.  We also recognized higher revenues through the expansion of our customer base and continued ordering from customers acquired after the first quarter of 2013.

Net sales were $33.2 million for the six months ended June 30, 2014, compared to $28.5 million for the same period ended June 30, 2013, an increase of $4.7 million or 16.6%.  The increase was driven principally by our hardware category, which grew by $4.9 million, or 29.3% over the comparable period.  The increase in hardware revenue was partially due to significant orders by several large retail customers in the first quarter and second of 2014.  The increase in revenue was also due to the increased field mobility solution sales and increased professional services revenue from our CMAC subsidiary for the six months ended June 30, 2014, compared to the period ended June 30, 2013.  We also recognized higher revenues through the expansion of our customer base and continued ordering from customers acquired after the first quarter of 2013. The decrease in software revenue of $0.6 million, or 23.3% for the six months ended June 30, 2014 was primarily attributable to the decrease of $0.5 million in the second quarter ended June 30, 2014 associated with the Apex business. Software revenue for Apex in the second quarter of 2013 received the benefit of a new customer and additional business opportunities not recognized at the same level in the second quarter of 2014.

Improved economic conditions in the U.S. have had a positive effect on our sales.  In 2013, major retail chains deferred new technology implementation and delayed systems’ refresh.  Conversely, the economic environment in 2012 stabilized whereupon we benefitted from renewed interest and more importantly, fundamental need to implement new cost saving technology.  While the slowly improving economic conditions in the U.S. have had a positive effect generally, we have continued to experience greater competitive forces in the market place within our core traditional solutions business.  The current economic environment in 2014 has continued to improve whereupon we are continuing to see an increased volume of requests for implementation of new cost saving technology which will enable our customers to compete for the ultimate consumer spending in their retail stores.

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Cost of Sales

Cost of sales for the three and six months ended June 30, 2014 and 2013 is summarized below:

	Three Months Ended								Six Months Ended
	June 30,				Increase			June 30,					Increase
	2014		2013		(Decrease)				2014		2013		(Decrease)
Hardware	$	8,415	$	6,851		22.8	%		$	17,752	$	13,613		30.4	%
Professional services		3,039		2,865		6.1	%			5,617		5,658		(0.7	%)
Software		954		1,206		(20.9	%)			1,889		2,286		(17.4	%)
Other		323		233		38.3	%			607		546		11.3	%
	$	12,731	$	11,155		14.1	%		$	25,866	$	22,103		17.0	%

The cost of sales line includes hardware costs, third party licenses, costs associated with third party professional services, salaries and benefits for project managers and software engineers, freight, consumables and accessories.

Cost of sales was $12.7 million for the three months ended June 30, 2014, compared to $11.2 million for the same period ended June 30, 2013, an increase of $1.5 million or 14.1%.  The increase in cost of sales for hardware of 22.8% for the three months ended June 30, 2014 compared to the same period in 2013 was slightly higher than the hardware revenue increase due to fewer large orders which usually have reduced pricing and product mix.  The increase in cost of sales for professional services from the three months ended June 30, 2014 compared to the three months ended June 30, 2013 was 6.1%, less than the professional services revenue growth rate of 9.4% for the same period, which was due to reductions in professional service personnel that we achieved as a component of our operational improvement efforts.  The decrease in cost of sales for software of 20.9% for the three months ended June 30, 2014 compared to the similar period in 2013 was less than the decrease in software revenues for the same period and related to professional service personnel reductions.  The increase in other cost of sales was approximately in proportion to the increase in the other revenues.

Cost of sales was $25.9 million for the six months ended June 30, 2014, compared to $22.1 million for the same period ended June 30, 2013, an increase of $3.8 million or 17.0%.  The increase in cost of sales for hardware of 30.4% for the six months ended June 30, 2014 compared to the same period in 2013 was slightly higher than the hardware revenue increase due to fewer large orders which usually have reduced pricing and product mix.  The decrease in cost of sales for professional services from the six months ended June 30, 2014 to the six months ended June 30, 2013 was 0.7% compared to the revenue growth rate of 3.6%, and was due to reductions in professional service personnel that we achieved as a component of our operational improvement efforts.  The decrease in cost of sales for software of 17.4% for the six months ended June 30, 2014 compared to the same period in 2013 was also related to professional service personnel reductions.The increase in other cost of sales was approximately in proportion to the increase on other revenues.

Gross Profit

Gross profit for the three and six months ended June 30, 2014 and 2013 is summarized below:

	Three Months Ended									Six Months Ended
	June 30,						Increase			June 30,						Increase
	2014			2013			(Decrease)			2014			2013			(Decrease)
Hardware	$	1,893		$	1,690			12.1	%	$	4,102		$	3,288			24.8	%
Professional services		1,786			1,547			15.4	%		3,028			2,686			12.8	%
Software		7			255			(97.3	%)		56			250			(77.5	%)
Other		97			75			29.5	%		170			166			2.4	%
	$	3,783		$	3,566			6.1	%	$	7,356		$	6,390			15.1	%
As a percentage of sales		22.9	%		24.2	%		(1.3	%)		22.1	%		22.4	%		(0.3	%)

Our gross profit was $3.8 million for the three months ended June 30, 2014, compared to $3.6 million for the same period ended June 30, 2013, an increase of $0.2 million or 6.1%.  Our gross margin decreased by 1,316 basis points to 22.9% in 2014, from 24.2% in the comparable period of 2013.

Our gross profit was $7.4 million for the six months ended June 30, 2014, compared to $6.4 million for the same period ended June 30, 2013, an increase of $1.0 million or 15.1%.  Our gross margin decreased by 281 basis points to 22.1% in 2014, from 22.4% in the comparable period of 2013.

We believe that we would have realized even better gross margins had it not been for the very competitive environment for hardware sales across our entire customer base, hardware sales carry a lower gross margin.  We realized higher gross margins on our professional services, due to our increased emphasis on cost control and reductions in professional services personnel.

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Selling, General and Administrative Expenses

	Three Months Ended									Six Months Ended
	June 30,						Increase			June 30,						Increase
	2014			2013			(Decrease)			2014			2013			(Decrease)
Selling, general and administrative expenses	$	3,417		$	4,464			(23.5	%)	$	7,134		$	9,496			(24.9	%)
As a percentage of sales		20.7	%		30.3	%		(9.6	%)		21.5	%		33.3	%		(11.9	%)

Selling, general and administrative expenses were $3.4 million for the three months ended June 30, 2014, compared to $4.5 million for the same period in the prior year.  This represents a decrease of $1.2 million, or 23.5%.

Selling, general and administrative expenses were $7.1 million for the six months ended June 30, 2014, compared to $9.5 million for the same period in the prior year.  This represents a decrease of $1.4 million, or 24.9%.

The decrease for the three and six months ended June 30, 2014 compared to the similar periods in the prior year were due to significant efforts to streamline our business model.  These efforts included, consolidation of our East Coast depot facility in to our larger California depot facility, reduction of outsourced consulting expertise where unnecessary and the replacement of certain service providers with lower cost providers.  We have also consolidated administrative personnel and reduced total staffing levels by 29% from April 2013 through February 2014, constituting annual savings of $3 million.  These cost reduction measures have reduced the expense structure of our business significantly. We are focused on continuing to improve processes and reduce costs.

Depreciation and Amortization

We account for a portion of our depreciation and amortization expense as cost of sales, and the remainder as selling, general and administrative expense. Depreciation and amortization for the three and six month periods ended June 30, 2014 and 2013 is summarized below:

	Three Months Ended									Six Months Ended
	June 30,						Increase			June 30,						Increase
	2014			2013			(Decrease)			2014			2013			(Decrease)
Depreciation and amortization
In cost of sales	$	0.2		$	0.2			5.7	%	$	0.4		$	0.4			4.3	%
In operating expenses		0.2			0.3			(19.6	%)		0.5			0.6			(20.0	%)
Total depreciation and amortization	$	0.4		$	0.5			(9.4	%)	$	0.9		$	1.0			(10.1	%)
As a percentage of sales		2.7	%		3.4	%		(0.6	%)		2.7	%		3.5	%		(0.8	%)

The reduction in depreciation and amortization accounted for as selling, general and administrative expense was principally as a result of a decrease in the amortization of intangible assets.

Interest Expense

Interest expense arises from our outstanding balances under our lines of credit and from our outstanding subordinated debt.

Interest expense was $222,000 for the three months ended June 30, 2014, compared to $256,000 for the same period in the prior year.  The $34,000 decrease in interest expense reflected a decrease in our average outstanding general debt obligations during the three months ended June 30, 2014 compared to the similar period in the prior year.

Interest expense was $429,000 for the six months ended June 30, 2014, compared to $483,000 for the same period in the prior year.  The $54,000 decrease in interest expense reflected a decrease in our average outstanding general debt obligations during the six months ended June 30, 2014 compared to the similar period in the prior year.

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Liquidity and Capital Resources

Going Concern Matters

Our consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP. The going concern basis of presentation assumes that we will continue in operation for the next twelve months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business and does 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 may result from our inability to continue as a going concern.  Our history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raises substantial doubt about our ability to continue as a going concern.  In order for us to continue operations beyond the next twelve months and be able to discharge our liabilities and commitments in the normal course of business, we must do some or all of the following: establish sustained positive operating results through increased sales, successfully implement cost cutting measures, avoid further unforeseen expenses, potentially raise additional equity or debt capital, and successfully refinance our current debt obligations when they come due in February of 2015.  There can be no assurance that we will be able achieve sustained positive operating results or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to us.

If we do not continue to achieve positive operating results  and do not raise sufficient additional capital, material adverse events may occur including, but not limited to: 1) a reduction in the nature and scope of our operations, 2) our inability to fully implement our current business plan and 3) continued defaults under our various loan agreements.   There can be no assurances that we will be able to successfully improve our liquidity position.  Our consolidated financial statements do not do not reflect any adjustments that might be required if our liquidity position does not improve.

Cash and Capital Resources

Although we have historically experienced losses, a material part of those losses have been from non-cash transactions.  In connection with these losses, we have accumulated substantial net operating loss carry-forwards to set off against future taxable income.  In order to maintain normal operations for the foreseeable future, generate taxable income and make use of our net operating loss carry-forwards, we must continue to have access to our lines of credit, establish sustained positive operating results and access additional equity or debt capital.  There can be no assurance that we will be able to achieve sustainable positive operating results or cost reductions or that we can obtain additional funds when needed to continue our normal operations.

Funds generated by operating activities and our credit facilities continue to be our most significant sources of liquidity.  We believe that our strategic shift to higher margin field mobility solutions with additional APEXWare™ software and professional service revenues will improve our results as general economic conditions continue to improve.

In the quarter ended June 30, 2014, we experienced an increase in revenue of $1.8 million, or 12.2% compared to the quarter ended June 30, 2013, and a $4.7 million, or 16.6% increase in revenue for the six months ended June 30, 2014 over the comparable six months of 2013.  In the quarter ended June 30, 2014, we experienced net loss of $19,000 compared to the net loss of $1.1 million for the quarter ended June 30, 2013, and a $132,000 net loss for the six months ended June 30, 2014 compared to a net loss of $3.2 million for the comparable period in 2013.  At June 30, 2014, we had a substantial working capital deficit totaling $9.5 million, which has improved by $0.4 million from the working capital deficit of $9.9 million at December 31, 2013.  Although a portion of this deficit is associated with deferred costs, unearned revenues and term debt that has been classified current due to expected future covenant violations (see further discussion at Note 8, Term Debt of the Notes to the Unaudited Condensed Consolidated Financial Statements), our liabilities that we expect will be satisfied in the foreseeable future in cash substantially exceed the operating assets that are expected to be satisfied in cash.  As a result of our historical operations, the availability under our credit line has contracted and our liquidity has been constrained.

To address liquidity constraints, we have reduced non-essential expenses.  Such expense reductions have included, but have not been limited to, the consolidation of information technology environments, the consolidation of our East Coast depot facility in to our larger California depot facility, the reduction of outsourced consulting expertise where unnecessary and the replacement of certain service providers with lower cost providers.  We have also consolidated administrative personnel and reduced total staffing levels by 29% from April 2013 through February 2014, constituting annual savings of approximately $3 million.  These cost reduction measures have reduced the expense structure of our business significantly.  We are focused on continuing to improve processes and reduce costs.  Currently, we have no plans to seek additional outside funding through the sale of our securities unless deemed necessary.  Should additional outside financing be needed, there is no assurance that such amounts will be available on terms acceptable to us, or at all.  If we raise additional funds by selling additional shares of our capital stock, or securities convertible into shares of our capital stock, the ownership interests of our existing common stockholders will be diluted. 

During 2012, 2013 and the first six months of 2014, all principal and interest payments on our term debt were made within payment terms.

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As a matter of course, we do not maintain significant cash balances on hand because we have availability under our lines of credit.  Typically, we use any excess cash to repay the then outstanding line of credit balance.  As long as we continue to generate revenues and meet our financial covenants, we are permitted to draw down on our SVB line of credit to fund our normal working capital needs. Our line of credit has a borrowing capacity of up to $10 million and is due February 2015.As of June 30, 2014 and December 31, 2013, the outstanding balance on our SVB line of credit was approximately $4.6 and $3.9 million, respectively, and the interest rate was 7.0%.  As of June 30, 2014, there was $1.7 million available under the SVB line of credit. The line of credit has a certain financial covenant and other non-financial covenants.  The minimum Tangible Net Worth requirement of $8.7 million deficit is to be reduced by one half of any funds raised through sales of common stock (as only 50% of additional capital raises are given credit in the Tangible Net Worth calculation).   As of June 30, 2014 and December 31, 2013, we were in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively.  We believe that at the time of this filing we are in compliance with the terms and provisions of its SVB lending agreement.  Should our results fail to improve further or once more deteriorate in a manner consistent with its recent historical financial performance, we will violate the Tangible Net Worth financial covenant without additional net capital outside funding in amounts that are approximately twice the amount of the losses incurred.

We have $0.8 million of term debt with the Royal Bank of Canada (the “RBC Term Loan”), $1.6 million of term debt with the BDC (the “BDC Term Loan”) and $0.6 million of term debt with SVB (the ”SVB Term Loan”).  For more information regarding these Term Loans, please see our Annual Report on Form 10-K filed with the SEC on March, 31, 2014.  All three Term Loans have financial covenants.  We were in compliance with the covenants of these Term Loans except for the RBC Term Loan, for which we were not in compliance at June 30, 2014 and December 31, 2013.  Although the Company believes it is not likely that RBC will exercise their rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise their rights pursuant to the provisions of the debt obligation.  Accordingly, the Company has classified the term debt obligation as current at June 30, 2014 and December 31, 2013.

As part of the Apex Purchase Agreement, from the Apex Closing Date up until the expiry of the bonus period, under that agreement we are obligated to escrow 25% of any Equity Capital raised in excess of $500,000.  The funds in the escrow are to be used to pay the 2013 EBITDA Basic Earn-Out, the 2013 EBITDA Additional Earn-Out and the additional bonus consideration.  In December 2012, the Company raised $7,042,000 as part of its Series D preferred stock offering.  In August 2013, the Company raised $1,756,000 issuing common stock.  In November 2013, the Company raised $4,090,000 as part of its Series E preferred stock offering.  None of these funds have been placed into escrow pending agreement between the Company and the sellers of Apex regarding the financial institution that will escrow the funds, the amount of funds that are to be placed into escrow and the escrow agreement itself.

In the last five complete years of operations from 2009 through 2013, we have not experienced any significant effects of inflation on our product and service pricing, revenues or our income (loss) from continuing operations.

As referred to above under the heading “Non-GAAP Financial Measures,” we monitor our ‘cash’ working capital position after removing the accrual effect of current deferred assets and liabilities.  We refer to this non-GAAP financial measure as our “Adjusted Working Capital”. We believe this non-GAAP financial measure provides us, and investors, with a better understanding of the operating results and financial condition of our company.

Adjusted Working Capital at June 30, 2014 and December 31, 2013 are computed as follows (in thousands):

	June 30,			December 31,
	2014			2013
Current assets	$	15,906		$	16,912
Current liabilities		25,382			26,787
Working capital - U.S. GAAP		(9,476	)		(9,875	)
Deferred costs		(4,055	)		(3,809	)
Deferred revenue		7,263			7,481
Adjusted working capital - Non-GAAP measure	$	(6,268	)	$	(6,203	)

2014 Financing

We have not engaged in any securities issuances or other material capital raising in the first six months of 2014.

2013 Financing and Common Stock Private Placement

For information concerning the financing we undertook in 2012 and 2013, please see our Annual Report on Form 10-K filed with the SEC on March, 31, 2014.

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Cash Flows from Operating, Investing and Financing Activities

Information about our cash flows, by category, is presented in the accompanying unaudited Condensed Consolidated Statements of Cash Flows. The following table summarizes our cash flows for the six months ended June 30, 2014 and 2013 (in millions):

	Six Months Ended
	June 30,
	2014			2013			Increase/(Decrease)
Operating activities	$	1.1		$	0.2		$	0.9	(434.0	%)
Investing activities		(0.0	)		(0.0	)		0.0	234.3	%
Financing activities		(0.2	)		(1.0	)		0.8	(78.2	%)

Net cash provided by operating activities during the first six months of 2014 increased by $0.9 million over the same period in the prior year.  The increase in cash from operations was primarily driven by a decrease in net loss in the first six months of 2014 of $3.1 million.  Our net loss was $132,000 in the first six months of 2014, a portion of which was the result of non-cash transactions during the year.  Specifically, we had a $0.1 million non-cash expense related to employee and non-employee stock based compensation and a net $0.8 million of other non-cash transactions such as depreciation and amortization.  Additionally, the changes in net working capital and other balance sheet changes contributed to a $2.0 million decrease in cash used in operating activities, most notably from a $1.9 million decrease in accounts receivable due to timing of receivable collections and a $1.2 million decrease in accounts payable that was offset by a $0.9 million increase in inventory.

During the six months ended June 30, 2013, net cash provided by operating activities was $200,000.  Our net loss was $1.5 million during the first six months of 2013, most of which was the result of non-cash transactions during the quarter.  Specifically, we had a $1.0 million non-cash expense including depreciation and amortization, employee and non-employee stock-based compensation.

Net cash (used in) or provided by investing activities was negligible during the six months ended June 30, 2014 and the comparable six months of 2013.

During the six months ended June 30, 2014, net cash used in financing activities was $0.2 million, due to $0.1 million in paid financing costs, $0.5 million in repayments under our term loans, $0.3 million in payments for the Series D and Series E Preferred Stock dividends and $0.1 million for payment on contingent acquisition liability, offset by cash provided by an $0.8 million in net amounts borrowed under our lines of credit.

During the six months ended June 30, 2013, net cash used in financing activities was $1.0 million, primarily due to $1.0 million in proceeds from the SVB term loan, net of $1.0 million in payments for term loans and a net $0.7 million in net payments under our lines of credit.

Critical Accounting Policies

Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.  In preparing the consolidated financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality.  Actual results may differ from these estimates.  In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.

There have been no material changes to the Company's critical accounting policies during the six months ended June 30, 2014.  See Footnote 2 of the Company's consolidated financial statements included in the Company's 2013 Annual Report on Form 10-K filed on March 31, 2014 with the SEC, for a description of the Company's critical accounting policies.

29

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance.  This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted.  Accordingly, we will adopt this new guidance beginning in fiscal 2017.  Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations.

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements as of June 30, 2014.

Inflation

We do not believe that inflation has had a material impact on our business or operating results during the periods presented.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Acting Chief Executive Officer (principal executive officer) (see Part II, Item 1, Legal Proceedings) and our Chief Financial Officer (principal financial and accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))) as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the effectiveness of our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Acting Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Acting Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls.

There were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

30

PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In addition to the matter described below, from time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.  However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We may also become involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and other regulatory agencies regarding our business, and involving, among other matters, accounting and operational matters, certain of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

Wells Notice - On July 2, 2014, the Company received a written “Wells Notice” from the staff of the SEC Commission (the “SEC”) indicating that the staff has made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Company.  On the same day Nicholas R. Toms, the Company’s President and Chief Executive Officer and a member of the Board of Directors, also received a Wells Notice.  The SEC staff has informed the Company that both Wells Notices relate to allegations that, from late 2009 to early 2011, Mr. Toms was the beneficial owner of shares of common stock of the Company that were held and traded by a Delaware corporation in which Mr. Toms was a 10% owner; that Mr. Toms exercised control over the corporation’s securities account; and that the corporation’s shareholding and trades should have been reflected at the relevant times in public disclosures of Mr. Toms’ other holdings of the Company’s common stock.

A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred.  Rather, it provides the recipient with an opportunity to respond to issues raised by the SEC staff and offer its perspective to the SEC staff prior to any decision to institute proceedings.  The Company intends to make a submission to the SEC staff in response to the Wells Notice setting forth why no action should be commenced against it. The submission is due on August 8, 2014.

In addition, the Company’s Audit Committee is conducting an internal review, assisted by new outside counsel, and the Company’s independent directors have placed Mr. Toms on leave from his duties as an officer of the Company, pending further inquiries and determinations. Mr. Toms remains a director of the Company and retains his duties as a director.   Mr. Dan Romanello, who has served since August 2013 as the Executive Advisor to the CEO, is undertaking Mr. Toms’ duties as an officer on an interim basis.

Settlement of Taglich Action – In July 2014, the Company settled an action brought against it by stockholder Michael N. Taglich, in the Delaware Chancery Court, seeking to compel the Company to hold an annual meeting of stockholders.  Pursuant to the settlement, the parties agreed that the Company shall hold an annual meeting of stockholders on or before October 15, 2014.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on March 31, 2014.  Please refer to that Risk Factors section for information concerning risks associated with the Company and an investment in the Company’s securities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

31

ITEM 5.       OTHER INFORMATION

Not applicable.

ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit
31.1	Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)
31.2	Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

EX-101.INS	XBRL INSTANCE DOCUMENT
EX-101.SCH	XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB	XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

32

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DecisionPoint Systems, Inc.
Date: August 7, 2014	By:	/s/ Dan Romanello
		Dan Romanello
		Acting Chief Executive Officer (Principal Executive Officer)

Date: August 7, 2014	By:	/s/ Michael P. Roe
		Michael P. Roe
		Chief Financial Officer (Principal Financial and Accounting Officer)

33

EX-31.1

Exhibit 31.1

Certifications

I, Dan Romanello, undertaking the duties of Chief Executive Officer of the Company on an iterim basis, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DecisionPoint Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2014

/s/ Dan Romanello

Dan Romanello

Acting Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certifications

I, Michael Roe, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DecisionPoint Systems, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2014

/s/ Michael P. Roe

Michael P. Roe

Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DecisionPoint Systems, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dan Romanello, undertaking the duties of Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2014

/s/ Dan Romanello

Dan Romanello

Acting Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of DecisionPoint Systems, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Roe, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2014

/s/ Michel P. Roe

Michael P. Roe

Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Lines of Credit (Detail Textuals)

6 Months Ended

6 Months Ended

12 Months Ended

Jun. 30, 2014

USD ($)

Dec. 31, 2013

USD ($)

Jun. 30, 2014

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Jun. 30, 2014

SVB Loan Agreement

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Jun. 30, 2013

SVB Loan Agreement

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Dec. 31, 2013

SVB Loan Agreement

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Jun. 30, 2014

RBC Credit Agreement [Member]

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Jun. 30, 2014

RBC Credit Agreement [Member]

Silicon Valley Bank ("SVB")

Line of credit

CAD

Dec. 31, 2013

RBC Credit Agreement [Member]

Silicon Valley Bank ("SVB")

Line of credit

USD ($)

Line of Credit Facility [Line Items]

Aggregate amount of credit facility

$ 10,000,000

200,000

Outstanding balance on the line of credit

4,600,000

3,900,000

0

0

Minimum Tangible Net Worth

8,700,000

Percentage of additional capital raises in tangible net worth

50.00%

Minimum tangible net worth's pro forma effect in capital raise

1,000,000

800,000

Line of credit, covenant terms

The Company was in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively.

The Company was in compliance with the Tangible Net Worth financial covenant under the SVB line of credit and had available a $1.0 million cushion over the covenant requirement.

Annual Interest Rate

7.00%

4.50%

4.50%

4.50%

Annual interest rate, Additional percentage

1.50%

1.50%

1.50%

Availability under the line of credit

1,700,000

Interest expense for the lines of credit, including amortization of deferred financing costs

$ 211,000

$ 171,000

Line of Credit Facility, Expiration Date

Feb. 28, 2015

XML

Stock Option Plan - Summary of Black-Scholes Option-Pricing Model Assumption Used to Estimate Fair Value (Details 2)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected term	1 year 6 months
Expected volatility	143.49%
Dividend yield	0.00%
Risk-free interest rate	0.27%

XML

Stockholders' Equity - Cumulative convertible preferred stock (Detail Textuals 1) (USD $)	6 Months Ended		0 Months Ended	1 Months Ended	6 Months Ended			0 Months Ended	6 Months Ended					6 Months Ended	1 Months Ended	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Nov. 12, 2013 Series E Preferred Stock	Nov. 30, 2013 Warrants	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series A Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series B Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series C Preferred Stock	Apr. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock	Dec. 31, 2013 Cumulative Convertible Preferred Stock Series D Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock Minimum	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock Maximum	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock On the date of issue	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series D Preferred Stock After the date of issue	Nov. 30, 2013 Cumulative Convertible Preferred Stock Series E Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series E Preferred Stock	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series E Preferred Stock Minimum	Jun. 30, 2014 Cumulative Convertible Preferred Stock Series E Preferred Stock Maximum
Dividends Payable [Line Items]
Stated value of the Preferred per share					$ 4.00	$ 3.20			$ 10.00				$ 8			$ 10.00
Dividend Rate					8.00%	8.00%								12.00%
Conversion Price per Share			$ 0.50		$ 4.00	$ 3.20			$ 1							$ 0.50
Preferred Stock, Shares Authorized	10,000,000	10,000,000			500,000	500,000	5,000,000		4,000,000							2,000,000
Reduced Conversion Price per share									$ 0.90		$ 0.71
Preferred Stock, Dividend Payment Rate, Variable									The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue. We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company's common stock for the five prior consecutive trading days.							The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company's Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days.
Cash dividend paid									$ 146,000							$ 104,000
Liquidation Price per Share																$ 10.00
Partial liquidated damage percentages of purchase price paid by each investor											0.10%	0.60%					0.10%	0.60%
Minimum closing price of common stock									$ 2.00							$ 1.35
Minimum average daily trading volume									5,000							10,000
Liquidated Damages											18,000
Redemption purchase price per share											$ 10
Contingent beneficial conversion feature recorded as coversion price									1,300,000
Dividend payable, Shares								26,157	26,157							7,533
Dividend payable estimated fair value									213,000	213,000							75,000
Accrued Cash Dividends									351								561
Number of preferred stock issued for cash consideration															409,000
Value of preferred stock issued for cash consideration															4,090,000
Issuance cost															875,000
Placement Fees															327,000
Legal And Other Expenses															270,000
Number of common stock called for warrants				818,000
Exercise price of warrants			$ 0.50	$ 0.55
Estimated fair value of warrants				$ 278,000
Stock price			$ 0.47	$ 0.47
Expected term			2 years 6 months	2 years 6 months
Risk-free interest rate			0.44%	0.44%
Expected volatility			143.00%	143.00%
Dividend yield			0.00%	0.00%

XML

Stock Option Plan (Detail Textuals) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock, shares authorized			1,000,000
Term of stock option granted	1 year 6 months
Percentage of exercise price to market value of common stock	100.00%
Vested period of stock option	5 years
Percentage of voting power of common stock	10.00%
Maximum percentage of fair market of a share of common stock	110.00%
Total fair value of stock option awards vested	$ 52,000	$ 40,000
Fair value of options granted to employees	58,000
2010 Stock Option Plan (the "Plan")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of stock option granted	10 years
Unrecognized estimated employee compensation cost	83,000
Weighted-average vesting period	1 year 7 months 13 days
2010 Stock Option Plan (the "Plan") | Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee stock-based compensation cost	$ 50,000	$ 21,000

XML

Stockholders' Equity - Outstanding Common Stock Warrants (Details) (Warrants, USD $)			6 Months Ended
	Jun. 30, 2014	Aug. 16, 2013	Jun. 30, 2014 Senior Subordinated Notes Strike Price 3.62	Jun. 30, 2014 Senior Subordinated Notes Strike Price 4.34	Jun. 30, 2014 Placement Agent Preferred Stock Class D	Jun. 30, 2014 Common Stock Investor Warrants One		Jun. 30, 2014 Placement Agent Warrants - Common Stock		Jun. 30, 2014 Placement Agent Preferred Stock - Class E
Class of Warrant or Right [Line Items]
Outstanding common stock warrants, date issued			2009 December	2009 December	2012 December	2013 August	[1]	2013 August	[1]	2013 November
Outstanding common stock warrants expiration date			2014 December	2014 December	2017 December	2018 August	[1]	2018 August	[1]	2018 November
Outstanding common stock warrants strike price			$ 3.62	$ 4.34	$ 1.10	$ 0.50	[1]	$ 0.50	[1]	$ 0.55
Outstanding common stock warrants, total warrants outstanding and exercisable	$ 3,555,120		$ 138,260	$ 138,260	$ 704,200	$ 1,463,667	[1]	$ 292,733	[1]	$ 818,000
Outstanding common stock warrants total exercise price	$ 3,202,721		$ 500,000	$ 600,000	$ 774,620	$ 731,834	[1]	$ 146,367	[1]	$ 449,900
Outstanding common stock warrants weighted average exercise price	$ 0.90	$ 1

[1] * warrants classified as liabilities

XML

Warrant Liability (Detail Textuals) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Warrants Liability (Textual)
Estimated fair value of the outstanding warrant liabilities	$ 637		$ 637		$ 803
Fair market value adjustment of warrant liability	$ 84		$ (166)

XML

Commitments and Contingencies (Details Textuals 1)	6 Months Ended	0 Months Ended			1 Months Ended	6 Months Ended			12 Months Ended	0 Months Ended				6 Months Ended
	Jun. 30, 2014	Aug. 31, 2013 Apex USD ($)	Jun. 04, 2012 Apex USD ($)	Jun. 04, 2012 Apex CAD	Nov. 30, 2013 Apex USD ($)	Jun. 30, 2014 Apex USD ($)	Jun. 30, 2014 Apex CAD	Jun. 30, 2014 Apex Convertible Preferred stock Series D Preferred Stock USD ($)	Dec. 31, 2012 Apex Convertible Preferred stock Series D Preferred Stock USD ($)	Jun. 09, 2014 Apex Estimate of Fair Value Measurement [Member] USD ($)	Jun. 09, 2014 Apex Estimate of Fair Value Measurement [Member] CAD	Jun. 04, 2012 Apex Estimate of Fair Value Measurement [Member] USD ($)	Jun. 04, 2012 Apex Estimate of Fair Value Measurement [Member] CAD	Jun. 30, 2014 Apex Estimate of Fair Value Measurement [Member] USD ($)	Jun. 30, 2014 Apex Estimate of Fair Value Measurement [Member] CAD
Employment Agreement [Line Items]
Escrow percentage of any equity capital raised								25.00%
Equity capital raised in excess								$ 500,000
Issuance of convertible series D preferred stock		1,756,000			4,090,000				7,042,000
Amount paid in consideration to Apex			4,801,000	5,000,000		713,000	735,000			84,000	89,000	1,033,000	1,076,000	1,033,000	1,076,000
Fair value of bonus to be paid to CEO						153,000	160,000
Fair value of bonus to be paid to CEO, Accrued earn out recognized						$ 94,000	101,000
Description of Conversion price	Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00=CDN$1.04, or the Canadian Dollar equivalent of US$1.00 = CDN$1.04.

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Stock Option Plan (Tables)

6 Months Ended

Jun. 30, 2014

Stock Option Plan [Abstract]

Schedule of the summary of the status of the plans and information with respect to the changes in options outstanding

							Weighted -
	Options						Average		Aggregate
	Available			Options			Exercise		Intrinsic
	for Grant			Outstanding			Price		Value
December 31, 2013		195,495			804,505		$	1.39	$	-
Granted		(183,648	)		183,648			0.50		-
Exercised		-			-			-		-
Forfeited		251,471			(251,471	)		2.05		-
June 30, 2014		263,318			736,682		$	1.11	$	-
Exercisable options at June 30, 2014					570,921		$	1.14	$	-

Schedule of summary of the information about stock options outstanding

		Options Outstanding						Options Exercisable
				Weighted-						Weighted-
				Average		Weighted-				Average		Weighted-
Range of				Remaining		Average				Remaining		Average
Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise
Prices		Outstanding		Life (Years)		Price		Exercisable		Life (Years)		Price
$	0.46 - 0.53		443,648		2.52	$	0.50		330,440		2.53	$	0.49
$	1.33 - 2.03		136,272		2.51		1.90		130,176		2.51		1.90
$	2.06 - 4.34		156,762		6.84		2.16		110,305		6.78		2.16
Total			736,682		3.44	$	1.11		570,921		3.35	$	1.14

Schedule of the summary of fair value using the Black-Scholes option pricing model

	For the Six Months Ended
	June 30,
	2014			2013
Expected term	1.50 years				N/A
Expected volatility		143.49	%		N/A
Dividend yield		0	%		N/A
Risk-free interest rate		0.27	%		N/A

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Stockholders' Equity - Warrants (Detail Textuals 3) (USD $)	3 Months Ended		6 Months Ended			0 Months Ended		0 Months Ended			6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Nov. 12, 2013 Series E Preferred Stock [Member]	Jun. 30, 2014 Placement Agent Warrants [Member]	Aug. 15, 2013 Investor Warrants [Member]	Aug. 21, 2013 Warrant [Member]	Aug. 15, 2013 Warrant [Member]	Jun. 30, 2014 Warrant [Member]	Aug. 16, 2013 Warrant [Member]	Nov. 12, 2013 Warrant [Member] Series E Preferred Stock [Member]	Aug. 15, 2013 Warrant [Member] Placement Agent Warrants [Member]	Aug. 21, 2013 Warrant [Member] Investor Warrants [Member]
Common Stock, Shares, Issued	12,883,446		12,883,446		12,883,446	818,000								1,463,667	292,733
Warrants issued in connection with common stock private placement			$ 1,099,000						$ 1,099,000	$ 1,099,000
Fair Value Adjustment of Warrants	$ 84,000		$ (166,000)			$ 278,000		$ 803,000			$ 637,000
Exercise price of warrants						$ 0.50	$ 0.60				$ 0.90	$ 1	$ 0.55
Stock price						$ 0.47
Expected term						2 years 6 months
Risk-free interest rate						0.44%
Expected volatility						143.00%
Dividend yield						0.00%

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Term Debt - BDC Term Loan (Detail Textuals 1)	6 Months Ended				0 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2014 BDC term loan	Jun. 30, 2014 BDC term loan Term credit facility USD ($)	Jun. 04, 2012 Apex BDC term loan Term credit facility CAD	Jun. 30, 2014 Apex BDC term loan Term credit facility USD ($)	Jun. 30, 2014 Apex BDC term loan Term credit facility CAD	Dec. 31, 2012 Apex BDC term loan Term credit facility CAD	Jun. 04, 2012 Apex BDC term loan Term credit facility USD ($)
Debt Instrument [Line Items]
Aggregate amount of credit facility					1,700,000				$ 1,632,000
Interest rate per annum									12.00%
Maturity date					Jun. 23, 2016
Debt instrument interest extention period					1 year
Line of credit facility extension fee percentage					2.00%
Line of credit facility additional periodic interest payment					20,000
Percentage of Apex's free cash flow for mandatory repayments of term loan					50.00%
Maximum annual cash flow sweep							425,000	425,000
Financing costs paid	100,000	119,000				70,000
Terms of loan agreement, description			The terms of the BDC loan agreement also provide for a fee to BDC in the event of the occurrence of any of the following:(a) if 50% or more of any company comprising Apex or the Company (consolidated assets or shares) is sold or merged with an unrelated entity; or (b) if there is a change of control of Apex and/or the Company prior to the Maturity Date or any extended maturity date of the BDC Term Loan,
Deferred finance costs				18,000		35,000
Note discount				$ 18,000		$ 35,000
Percentage of value of company and acquiree paid as bonus on fulfillment of terms			2.00%
Term loan and financial covenant, Description			On August 22, 2013, the BDC Term Loan was amended and certain financial covenants were modified. Pursuant to the amended loan agreement, the Company is required to maintain, for the duration of the investment, a term debt to equity ratio not exceeding 1.1:1 (measured annually); and an adjusted current ratio of 0.40:1 (measured annually) and revised yearly 120 days after each year end. The Company was in compliance with all of our BDC financial covenants as of December 31, 2013.

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Goodwill and Intangible Assets - Schedule of intangible assets and accumulated amortization (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Gross	$ 7,717	$ 7,707
Accumulated Amortization	(4,688)	(3,800)
Net	3,029	3,907
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	3,267	3,264
Accumulated Amortization	(1,912)	(1,654)
Net	1,355	1,610
Contractor and resume databases
Finite-Lived Intangible Assets [Line Items]
Gross	675	675
Accumulated Amortization	(473)	(405)
Net	202	270
Tradename
Finite-Lived Intangible Assets [Line Items]
Gross	864	862
Accumulated Amortization	(462)	(364)
Net	402	498
Internal use software
Finite-Lived Intangible Assets [Line Items]
Gross	2,807	2,802
Accumulated Amortization	(1,737)	(1,299)
Net	1,070	1,503
Covenant not to compete
Finite-Lived Intangible Assets [Line Items]
Gross	104	104
Accumulated Amortization	(104)	(78)
Net		$ 26

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Stock Option Plan - Summary of status of Plans (Details) (2010 Stock Option Plan (the "Plan"), USD $)	6 Months Ended
	Jun. 30, 2014
2010 Stock Option Plan (the "Plan")
Number Of Options Available For Grant [Roll Forward]
Options Available for Grant, December 31, 2013	195,495
Options Available for Grant, Granted	(183,648)
Options Available for Grant, Exercised
Options Available for Grant, Forfeited	251,471
Options Available for Grant, June 30, 2014	263,318
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options Outstanding, December 31, 2013	804,505
Options Outstanding, Granted	183,648
Options Outstanding, Exercised
Options Outstanding, Forfeited	(251,471)
Options Outstanding, June 30, 2014	736,682
Exercisable options at June 30, 2014	570,921
Share Based Compensation Arrangement By Share Based Payment Award, Weighted Average Exercise Price [Roll Forward]
Weighted - Average Exercise Price, December 31, 2013	$ 1.39
Weighted - Average Exercise Price, Granted	$ 0.50
Weighted - Average Exercise Price, Exercised
Weighted - Average Exercise Price, Forfeited	$ 2.05
Weighted - Average Exercise Price, June 30, 2014	$ 1.11
Weighted Average Exercise Price, Exercisable options at June 30, 2014	$ 1.14
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Aggregate Intrinsic Value, December 31, 2013
Aggregate Intrinsic Value, Granted
Aggregate Intrinsic Value, Exercised
Aggregate Intrinsic Value, Forfeited
Aggregate Intrinsic Value, June 30, 2014
Aggregate Intrinsic Value, Exercisable options at June 30, 2014

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Stockholders' Equity (Detail Textuals) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Total number of authorized shares	110,000,000
Number of common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Number of preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares issued	1,547,845	1,514,155
Preferred stock, shares outstanding	1,547,845	1,514,155
Preferred Stock | Series A Preferred Stock [Member]
Class of Stock [Line Items]
Number of preferred stock, shares authorized	500,000
Preferred stock, shares issued	269,608
Preferred stock, shares outstanding	269,608
Preferred Stock | Series B Preferred Stock
Class of Stock [Line Items]
Number of preferred stock, shares authorized	500,000
Preferred stock, shares issued	131,347
Preferred stock, shares outstanding	131,347
Preferred Stock | Series D Preferred Stock
Class of Stock [Line Items]
Number of preferred stock, shares authorized	4,000,000
Preferred stock, shares issued	730,357
Preferred stock, shares outstanding	730,357
Preferred Stock | Series E Preferred Stock [Member]
Class of Stock [Line Items]
Number of preferred stock, shares authorized	2,000,000
Preferred stock, shares issued	416,533
Preferred stock, shares outstanding	416,533

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Warrant Liability

6 Months Ended

Jun. 30, 2014

Warrant Liability [Abstract]

WARRANT LIABILITY

NOTE 4 – WARRANT LIABILITY

The Company has determined that certain warrants the Company has issued contain provisions that protect the holders from future issuances of the Company’s Common Stock at prices below such warrants’ then-in-effect respective exercise prices (see Note 9).  These provisions could result in modification of the warrants then-in-effect exercise price.  The Company has evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in an Entity’s Own Equity.Pursuant tothis guidance, the Company’s management has concluded that these instrumentsdo not meet the criteria for classification as equity treatment and must be recorded as a liability as a result of the terms in the warrants that provide for price protection in the event of a future issuance.The Company recognizes these warrants as liabilities at their fair value and re-measures them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2).

The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities.  The estimated fair values were determined using a Monte Carlo option pricing model based on various assumptions.  The Company’s derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly, as adjustments to the fair value of derivative liabilities.  Various factors are considered in the pricing models the Company uses to value the warrants, including the Company’s current common stock price, the remaining life of the warrants, the volatility of the Company’s common stock price, and the risk-free interest rate.  In addition, as of the valuation dates, management assessed the probabilities of future financing assumptions in the Monte Carlo valuation models.  Future changes in these factors will have a significant impact on the computed fair value of the warrant liability.  Accordingly, the Company expects future changes in the fair value of the warrants to continue to vary from quarter to quarter.

The Company revalues the warrants as of the end of each reporting period. The estimated fair value of the outstanding warrant liabilities was approximately $637,000 and $803,000, as of June 30, 2014 and December 31, 2013, respectively.  The increase in fair value of the warrant liabilities for the three months ended June 30, 2014 was $84,000 while the decrease in fair value of the warrant liabilities for the six months ended June 30, 2014 was $166,000. The adjustments to the fair value of the warrant liabilities are included in other income in the Company’s consolidated statement of operations.

The warrant liabilities were valued at the closing dates of the common stock purchase agreement (see Note 9(c)) and the end of each reporting period using a Monte Carlo valuation model with the following assumptions:

	Placement Agent Warrants						Investor Warrants
Warrants	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
Closing price per share of common stock	$	0.46		$	0.53		$	0.46		$	0.53
Exercise price per share (range)		0.50			0.50			0.50			0.50
Expected volatility		125.2	%		123.5	%		125.2%-125.4	%		123.5	%
Risk-free interest rate		1.3	%		1.6	%		1.3	%		1.6	%
Dividend yield		-			-			-			-
Remaining expected term of underlying securities (years)		4.1			4.6			4.1			4.6

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Term Debt - SVB Term Loan (Detail Textuals 2) (Silicon Valley Bank ("SVB"), USD $)	1 Months Ended	6 Months Ended
	Feb. 27, 2013 Installment	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Feb. 01, 2011 Installment	Dec. 31, 2010
October 31, 2013
Debt Instrument [Line Items]
Outstanding balance on the line of credit
November 2013
Debt Instrument [Line Items]
Gross proceeds from sale of preferred stock
Issuance costs, Net
November 2013 | Preferred Stock
Debt Instrument [Line Items]
Gross proceeds from sale of preferred stock
Term credit facility
Debt Instrument [Line Items]
Outstanding balance on the line of credit		556,000		722,000		3,000,000
Number of equal monthly installments	36				36
Percent of aggregate amount of the term loan equal to final payment		2.00%
Interest rate	7.50%	9.00%
Final payment recorded as discount		60,000
Excess tangible assets net worth		1,000,000
Gross proceeds from sale of preferred stock
Additional term loan	1,000,000
Interest expense for the lines of credit, including amortization of deferred financing costs		$ 216,000	$ 301,000

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Detail Textuals 1) (USD $)	6 Months Ended
	Jun. 30, 2014 Customer	Jun. 30, 2013 Customer
Concentration Risk [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Revenues | Customer One
Concentration Risk [Line Items]
Number of customers	1	1
Total percent of revenues from various customers	10.00%	11.00%
Revenues | Customer Two
Concentration Risk [Line Items]
Number of customers	3	3
Total percent of revenues from various customers	22.00%	25.00%
Accounts receivable | Customer One
Concentration Risk [Line Items]
Number of customers	1	1
Total percent of revenues from various customers	11.00%	18.00%
Accounts receivable | Customer Two
Concentration Risk [Line Items]
Number of customers	1	1
Total percent of revenues from various customers	11.00%	13.00%
Total purchases | Individual Supplier
Concentration Risk [Line Items]
Total percent of revenues from various customers	21.00%	18.00%
Total purchases | Supplier Concentration Risk
Concentration Risk [Line Items]
Total percent of revenues from various customers	58.00%	55.00%
Number of vendors	4,000	4,000
Accounts Payable | Supplier Concentration Risk
Concentration Risk [Line Items]
Total percent of revenues from various customers	65.00%	67.00%
Number of vendors	4,000	4,000

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details Textuals)	0 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended	0 Months Ended		6 Months Ended		0 Months Ended				6 Months Ended				0 Months Ended	6 Months Ended					1 Months Ended
	Aug. 21, 2013 USD ($)	Aug. 15, 2013 USD ($)	Aug. 16, 2013 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2014 USD ($) Subsidiary	Jun. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)	Jun. 04, 2012 Apex USD ($)	Jun. 04, 2012 Apex CAD	Jun. 30, 2014 Apex USD ($)	Jun. 30, 2014 Apex CAD	Jun. 09, 2014 Fair Value [Member] Apex USD ($)	Jun. 09, 2014 Fair Value [Member] Apex CAD	Jun. 04, 2012 Fair Value [Member] Apex USD ($)	Jun. 04, 2012 Fair Value [Member] Apex CAD	Jun. 30, 2014 Fair Value [Member] Apex USD ($)	Jun. 30, 2014 Fair Value [Member] Apex CAD	Sep. 30, 2013 Fair Value [Member] Apex USD ($)	Sep. 30, 2013 Fair Value [Member] Apex CAD	Jun. 09, 2014 Fair Value [Member] Convertible promissory note [Member] Apex	Jun. 30, 2014 Silicon Valley Bank [Member] Line of Credit [Member]	Jun. 30, 2014 RBC Credit Agreement [Member] Silicon Valley Bank [Member] Line of Credit [Member] USD ($)	Dec. 31, 2013 RBC Credit Agreement [Member] Silicon Valley Bank [Member] Line of Credit [Member] USD ($)	Aug. 16, 2013 Warrant [Member] USD ($)	Aug. 16, 2013 Warrant [Member] Private Placement [Member] USD ($)	Oct. 31, 2013 Subsequent Event USD ($)
Basis Of Presentation Liquidity and Summary Of Significant Accounting Policies [Line Items]
Number of wholly- owned subsidiaries						2
Amount paid in consideration to Apex									$ 4,801,000	5,000,000	$ 713,000	735,000	$ 84,000	89,000	$ 1,033,000	1,076,000	$ 1,033,000	1,076,000
Balance on the line of credit with Silicon Valley Bank																							0	0
Increase in revenue				1,800,000		4,700,000
Percentage of increase in revenue					12.20%		16.60%
Annual Savings						3,000,000
Percentage of administrative personnel and reduced staffing						29.00%
Net loss				(19,000)	(1,116,000)	(132,000)	(3,218,000)
Working capital deficit						9,500,000		9,900,000
Increase in working capital						400,000
Gross proceeds	200,000	1,556,400	1,756,400
Common stocks, including management and existing shareholders
Earn out consideration											291,000	311,000		400,000	1,033,000	1,076,000			331,000	341,000
Common Stock, shares issued				12,883,446		12,883,446		12,883,446																	1,463,667	292,833
Purchase price per Share		$ 0.60
Exercise price of warrants																									$ 1	$ 0.60
Net proceeds from private placement offering after deductions						1,502,000
Decrease in availability under line of credit						1,300,000
Percentage of additional capital raises in tangible net worth																						50.00%
Minimum tangible net worth's pro forma effect in capital raise				1,000,000		1,000,000		800,000
Line of credit, covenant terms																						The Company was in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively.
Adjustment To Earn Out Obligations						0	0
Fair Value Adjustment of Warrants				84,000		(166,000)
Long-term Line of Credit																							0	0
Percentage of the fair value of the earn-out													22.22%	22.22%							77.78%
Fair value of bonus to be paid to CEO											153,000	160,000
Fair value of bonus to be paid to CEO, Accrued earn out recognized											$ 94,000	101,000

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Commitments and Contingencies (Details Textuals)	6 Months Ended		0 Months Ended		6 Months Ended		0 Months Ended				6 Months Ended		0 Months Ended	1 Months Ended	6 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jun. 04, 2012 Apex USD ($)	Jun. 04, 2012 Apex CAD	Jun. 30, 2014 Apex USD ($)	Jun. 30, 2014 Apex CAD	Jun. 09, 2014 Estimate of Fair Value Measurement [Member] Apex USD ($)	Jun. 09, 2014 Estimate of Fair Value Measurement [Member] Apex CAD	Jun. 04, 2012 Estimate of Fair Value Measurement [Member] Apex USD ($)	Jun. 04, 2012 Estimate of Fair Value Measurement [Member] Apex CAD	Jun. 30, 2014 Estimate of Fair Value Measurement [Member] Apex USD ($)	Jun. 30, 2014 Estimate of Fair Value Measurement [Member] Apex CAD	Jun. 09, 2014 Estimate of Fair Value Measurement [Member] Convertible Notes Payable [Member] Apex	Jul. 31, 2013 Apex Earn Out Obligation CAD	Jun. 30, 2014 Apex Earn Out Obligation CAD	Jun. 30, 2014 Apex Earn Out Obligation Note USD ($) Installment	Jun. 30, 2014 Apex Earn Out Obligation Note CAD Installment
Commitment and Contingencies [Line Items]
Rental expense	$ 263,000	$ 348,000
Threashold value of EBITDA defined in agreement														2,000,000
Basic earn out amount defined in agreement														5,000,000
Maximum Basic earn out amount														3,000,000
Percentage of cash to be paid of basic earn out amount														22.22%
Number of quarterly payment for principal sum due																8	8
Interest rate on notes payable																9.00%	9.00%
Interest rate on notes payable after October 31, 2014																11.00%	11.00%
Minimum net equity capital raised during the term of note payable															5,000,000
Increase rate of interest due to raises in net equity capital																15.00%	15.00%
Increase rate of interest after first anniversary of raises in net equity capital																20.00%	20.00%
Maximum Conversion price																$ 1.00	1.04
Potential additional purchase consideration											291,000	311,000
Fair value for earn out payment consideration description					On June 9, 2014, the accounting expert issued their final report and the fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note.	On June 9, 2014, the accounting expert issued their final report and the fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note.
Percentage of the fair value of the earn-out							22.22%	22.22%					77.78%
Amount paid in consideration to Apex			$ 4,801,000	5,000,000	$ 713,000	735,000	$ 84,000	89,000	$ 1,033,000	1,076,000	$ 1,033,000	1,076,000

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Stockholders' Equity - Preferred Stock Outstanding (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Cumulative Convertible Preferred Stock [Line Items]
Total convertible preferred stock	$ 12,649
Cumulative Convertible Preferred Stock | Series A Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Total convertible preferred stock	1,377
Cumulative Convertible Preferred Stock | Series B Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Total convertible preferred stock	488
Cumulative Convertible Preferred Stock | Series D Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Total convertible preferred stock	7,439
Cumulative Convertible Preferred Stock | Series E Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Total convertible preferred stock	$ 3,345

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Loss Per Common Share - Potential dilutive securities (Details) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	23,310	8,968
Convertible Preferred stock | Series A
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	270	270
Convertible Preferred stock | Series B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	131	131
Convertible Preferred stock | Series D
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	10,287	7,042
Convertible Preferred stock | Series E
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	8,330
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	3,555	981
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities	737	544

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Loss Per Common Share (Detail Textuals) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares that have not been committed to be released	23,310	8,968
Employee Stock Ownership Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares that have not been committed to be released	400	500

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Loss Per Common Share

6 Months Ended

Jun. 30, 2014

Loss Per Common Share [Abstract]

LOSS PER COMMON SHARE

NOTE 3 – LOSS PER COMMON SHARE

Basic loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding.  Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  The weighted-average basic and diluted shares for each of the six months ended June 30, 2014 and 2013 exclude approximately 0.4 million and 0.5 million, respectively, of shares related to the Employee Stock Ownership Plan that have not been committed to be released.

For periods presented in which there is a net loss, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. All potentially dilutive securities are anti-dilutive due to the net loss incurred by the Company in the periods presented.

Potential dilutive securities consist of (in thousands):

	Six Months Ended June 30,
	2014		2013
Convertible preferred stock - Series A		270		270
Convertible preferred stock - Series B		131		131
Convertible preferred stock - Series D		10,287		7,042
Convertible preferred stock - Series E		8,330		-
Warrants to purchase common stock		3,555		981
Options to purchase common stock		737		544
Total potentially dilutive securities		23,310		8,968

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Warrant Liability (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Placement Agent Warrants [Member]
Derivative [Line Items]
Closing price per share of common stock	$ 0.46	$ 0.53
Exercise price per share (range)	$ 0.50	$ 0.50
Expected volatility	125.20%	123.50%
Risk-free interest rate	1.30%	1.60%
Dividend yield
Remaining expected term of underlying securities (years)	4 years 1 month 6 days	4 years 7 months 6 days
Investor Warrants [Member]
Derivative [Line Items]
Closing price per share of common stock	$ 0.46	$ 0.53
Exercise price per share (range)	$ 0.50	$ 0.50
Expected volatility		123.50%
Risk-free interest rate	1.30%	1.60%
Dividend yield
Remaining expected term of underlying securities (years)	4 years 1 month 6 days	4 years 7 months 6 days
Investor Warrants [Member] | Minimum [Member]
Derivative [Line Items]
Expected volatility	125.20%
Investor Warrants [Member] | Maximum [Member]
Derivative [Line Items]
Expected volatility	125.40%

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Term Debt - Summary of long term debt (Details) (USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Beginning Balance	$ 3,435,000
Additions
Payments	(546,000)
Amortization of Note Discount	15,000
Effect of Currency Translation	(4,000)
Ending Balance	2,900,000
less current portion	(1,095,000)
Debt, net of current portion	1,805,000	1,961,000
RBC term loan
Debt Instrument [Line Items]
Beginning Balance	1,169,000
Additions
Payments	(380,000)
Amortization of Note Discount
Effect of Currency Translation	(8,000)
Ending Balance	781,000
BDC term loan
Debt Instrument [Line Items]
Beginning Balance	1,589,000
Additions
Payments
Amortization of Note Discount
Effect of Currency Translation	4,000
Ending Balance	1,593,000
SVB term loan-2
Debt Instrument [Line Items]
Beginning Balance	722,000
Additions
Payments	(166,000)
Amortization of Note Discount
Effect of Currency Translation
Ending Balance	556,000
Note discount
Debt Instrument [Line Items]
Beginning Balance	(45,000)
Additions
Payments
Amortization of Note Discount	15,000
Effect of Currency Translation
Ending Balance	(30,000)
Note discount | RBC term loan
Debt Instrument [Line Items]
Beginning Balance		(38,000)
Ending Balance	(19,000)	(38,000)
Note discount | BDC term loan
Debt Instrument [Line Items]
Beginning Balance		(31,000)
Ending Balance	(25,000)	(31,000)
Note discount | SVB term loan-2
Debt Instrument [Line Items]
Beginning Balance
Ending Balance	$ (13,000)

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Stock Option Plan - Summary of information about stock options outstanding (Details 1) (2010 Stock Option Plan (the "Plan"), USD $)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number Of Options Outstanding	736,682	804,505
Options Outstanding Weighted Average Remaining Contractual Life (Years)	3 years 5 months 9 days
Options Outstanding Weighted Average Exercise Price	$ 1.11	$ 1.39
Number Of Options Exercisable	570,921
Options Exercisable Weighted Average Remaining Contractual Life (Years)	3 years 4 months 6 days
Options Exercisable Weighted Average Exercise Price	$ 1.14
Exercise Price $ 0.46 - 0.53 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum Range of Exercise Prices	$ 0.46
Maximum Range of Exercise Prices	$ 0.53
Number Of Options Outstanding	260,000
Options Outstanding Weighted Average Remaining Contractual Life (Years)	2 years 6 months 7 days
Options Outstanding Weighted Average Exercise Price	$ 0.50
Number Of Options Exercisable	260,000
Options Exercisable Weighted Average Remaining Contractual Life (Years)	2 years 6 months 11 days
Options Exercisable Weighted Average Exercise Price	$ 0.50
Exercise Price $ 1.33 - 2.03 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum Range of Exercise Prices	$ 1.33
Maximum Range of Exercise Prices	$ 2.03
Number Of Options Outstanding	136,272
Options Outstanding Weighted Average Remaining Contractual Life (Years)	2 years 6 months 4 days
Options Outstanding Weighted Average Exercise Price	$ 1.90
Number Of Options Exercisable	130,176
Options Exercisable Weighted Average Remaining Contractual Life (Years)	2 years 6 months 4 days
Options Exercisable Weighted Average Exercise Price	$ 1.90
Exercise price $ 2.06 - 4.34 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum Range of Exercise Prices	$ 2.06
Maximum Range of Exercise Prices	$ 4.34
Number Of Options Outstanding	156,762
Options Outstanding Weighted Average Remaining Contractual Life (Years)	6 years 10 months 2 days
Options Outstanding Weighted Average Exercise Price	$ 2.16
Number Of Options Exercisable	110,305
Options Exercisable Weighted Average Remaining Contractual Life (Years)	6 years 9 months 11 days
Options Exercisable Weighted Average Exercise Price	$ 2.16

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Unaudited Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets
Cash	$ 1,420	$ 641
Accounts receivable, net	9,649	10,504
Due from related party		188
Inventory, net	681	1,533
Deferred costs	4,055	3,809
Deferred tax assets	49	49
Prepaid expenses and other current assets	52	188
Total current assets	15,906	16,912
Property and equipment, net	145	136
Other assets, net	141	165
Deferred costs, net of current portion	1,615	1,807
Goodwill	8,401	8,395
Intangible assets, net	3,029	3,907
Total assets	29,237	31,322
Current liabilities
Accounts payable	8,443	9,774
Accrued expenses and other current liabilities	2,897	2,976
Lines of credit	4,642	3,883
Current portion of debt	1,095	1,474
Due to related parties	114	77
Accrued earn out consideration	291	319
Warrant liability	637	803
Unearned revenue	7,263	7,481
Total current liabilities	25,382	26,787
Long term liabilities
Unearned revenue, net of current portion	2,313	2,481
Debt, net of current portion and discount	1,805	1,961
Accrued earn out consideration, net of current portion	94	149
Deferred tax liabilities	732	740
Other long term liabilities	72	77
Total liabilities	30,398	32,195
Commitments and contingencies and subsequent event
STOCKHOLDERS' DEFECIT
Cumulative Convertible Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1,547,845 and 1,514,155 shares issued and outstanding, including cumulative and imputed preferred dividends of $2,122 and $1,956, and with a liquidation preference of $13,584 and $13,232 at June 30, 2014 and December 31, 2013, respectively	12,649	12,193
Common stock, $0.001 par value, 100,000,000 shares authorized,12,883,446 issued and 12,729,563 outstanding as of June 30, 2014, and as of December 31, 2013	13	13
Additional paid-in capital	17,235	17,231
Treasury stock, 153,883 shares of common stock	(205)	(205)
Accumulated deficit	(30,271)	(29,475)
Unearned ESOP shares	(557)	(629)
Accumulated other comprehensive income	(25)	(1)
Total stockholders' deficit	(1,161)	(873)
Total liabilities and stockholders' deficit	$ 29,237	$ 31,322

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Stockholders' Equity - Preferred Stock Outstanding (Parentheticals) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Cumulative Convertible Preferred Stock [Line Items]
Par value of preferred stock (in dollars per share)	$ 0.001	$ 0.001
Shares designated	10,000,000	10,000,000
Shares issued	1,547,845	1,514,155
Shares outstanding	1,547,845	1,514,155
Cumulative preferred dividends	$ 2,122	$ 1,956
Cumulative Convertible Preferred Stock | Series A Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Par value of preferred stock (in dollars per share)	$ 0.001
Shares designated	500,000
Shares issued	269,608
Shares outstanding	269,608
Liquidation preference	975
Cumulative preferred dividends	402
Cumulative Convertible Preferred Stock | Series B Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Par value of preferred stock (in dollars per share)	$ 0.001
Shares designated	500,000
Shares issued	131,347
Shares outstanding	131,347
Liquidation preference	380
Cumulative preferred dividends	108
Cumulative Convertible Preferred Stock | Series C Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Shares designated	5,000,000
Cumulative Convertible Preferred Stock | Series D Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Par value of preferred stock (in dollars per share)	$ 0.001
Shares designated	4,000,000
Shares issued	730,357
Shares outstanding	730,357
Liquidation preference	7,449
Cumulative preferred dividends	1,558
Preferred stock, issuance costs	1,374
Cumulative Convertible Preferred Stock | Series E Preferred Stock
Cumulative Convertible Preferred Stock [Line Items]
Par value of preferred stock (in dollars per share)	$ 0.001
Shares designated	2,000,000
Shares issued	416,533
Shares outstanding	416,533
Liquidation preference	4,269
Cumulative preferred dividends	54
Preferred stock, issuance costs	$ 875

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Description of Business

6 Months Ended

Jun. 30, 2014

Description of Business [Abstract]

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS

Description of Business

DecisionPoint Systems, Inc., (“DecisionPoint”, the “Company”, “we”, or “us”) through its subsidiaries is an enterprise mobility systems integrator that sells and installs mobile computing and wireless systems that are used both within a company’s facilities in conjunction with wireless networks and in the field using carrier-based wireless networks.  These systems generally include mobile computers, mobile application software, and related data capture equipment including bar code scanners and radio frequency identification (“RFID”) readers.  The Company also provides professional services, proprietary and third party software and software customization as an integral part of its customized solutions for its customers.  The suite of software products utilizes late breaking technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and warehouse management.

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Business Combinations (Detail Textuals 1) (Apex)	0 Months Ended		6 Months Ended				0 Months Ended				6 Months Ended				0 Months Ended
	Jun. 04, 2012 USD ($)	Jun. 04, 2012 CAD	Jun. 30, 2014 USD ($)	Jun. 30, 2014 CAD	Sep. 30, 2013 USD ($)	Sep. 30, 2013 CAD	Jun. 09, 2014 Fair Value USD ($)	Jun. 09, 2014 Fair Value CAD	Jun. 04, 2012 Fair Value USD ($)	Jun. 04, 2012 Fair Value CAD	Jun. 30, 2014 Fair Value USD ($)	Jun. 30, 2014 Fair Value CAD	Sep. 30, 2013 Fair Value USD ($)	Sep. 30, 2013 Fair Value CAD	Jun. 09, 2014 Fair Value Convertible Notes Payable [Member] USD ($)	Jun. 09, 2014 Fair Value Convertible Notes Payable [Member] CAD
Business Acquisition [Line Items]
Amount paid in consideration to Apex	$ 4,801,000	5,000,000	$ 713,000	735,000			$ 84,000	89,000	$ 1,033,000	1,076,000	$ 1,033,000	1,076,000
Percentage of the fair value of the earn-out							22.22%	22.22%							77.78%	77.78%
Undiscounted payment in consideration for Apex achieving certain levels of EBITDA	3,360,700	3,500,000			331,000	341,000
Earn out consideration			291,000	311,000				400,000	1,033,000	1,076,000			331,000	341,000
Amount payable in form of convertible promissory note															291,000	311,000
Potential additional purchase consideration											291,000	311,000
Fair value of bonus to be paid to CEO			153,000	160,000
Fair value of bonus to be paid to CEO, Accrued earn out recognized			$ 94,000	101,000

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets [Abstract]

Schedule of transactions effecting goodwill

Balance at December 31, 2013	$	8,395
Effect of currency translation on Apex		6
Balance at June 30, 2014	$	8,401

Schedule of intangible assets and accumulated amortization

	June 30, 2014							December 31, 2013
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Customer relationships	$	3,267	$	(1,912	)	$	1,355	$	3,264	$	(1,654	)	$	1,610
Contractor and resume databases		675		(473	)		202		675		(405	)		270
Tradename		864		(462	)		402		862		(364	)		498
Internal use software		2,807		(1,737	)		1,070		2,802		(1,299	)		1,503
Covenant not to compete		104		(104	)		-		104		(78	)		26
	$	7,717	$	(4,688	)	$	3,029	$	7,707	$	(3,800	)	$	3,907

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Goodwill and Intangible Assets - Schedule of transactions effecting goodwill (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Goodwill [Roll Forward]
Balance at December 31, 2013	$ 8,395
Effect of currency translation on Apex	6
Balance at June 30, 2014	$ 8,401

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Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2014

Stockholders' Equity [Abstract]

Schedule of preferred stock outstanding

Description
Series A Preferred, $0.001 par value per share, 500,000 shares designated,
269,608 shares issued and outstanding, liquidation preference of $975
plus cumulative dividends of $402	$	1,377
Series B Preferred, $0.001 par value per share, 500,000 shares designated,
131,347 shares issued and outstanding, liquidation preference of $380
plus cumulative dividends of $108		488
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated,
730,357 shares issued and outstanding (net of $1,374 in issuance costs),
liquidation preference of $7,449 plus cumulative imputed dividends and
beneficial conversion feature of $1,558		7,439
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated,
416,533 shares issued and outstanding (net of $875 in issuance costs),
liquidation preference of $4,269 plus cumulative imputed dividends of $54		3,345
Total convertible preferred stock	$	12,649

Schedule of outstanding common stock warrants

					Total				Weighted
					Warrants		Total		Average
	Date		Strike		Outstanding		Exercise		Exercise
	Issued	Expiration	Price		and Exercisable		Price		Price
Senior Subordinated Notes	Dec-09	Dec-14	$	3.62		138,260	$	500,000
Senior Subordinated Notes	Dec-09	Dec-14		4.34		138,260		600,000
Placement Agent Preferred Stock - Class D	Dec-12	Dec-17		1.10		704,200		774,620
Common Stock Investor Warrants  *	Aug-13	Aug-18		0.50		1,463,667		731,834
Placement Agent Warrants - Common Stock  *	Aug-13	Aug-18		0.50		292,733		146,367
Placement Agent Preferred Stock - Class E	Nov-13	Nov-18		0.55		818,000		449,900
						3,555,120	$	3,202,721	$	0.90
*  warrants classified as liabilities

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION, LIQUIDITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements.  In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company at the dates and for the periods indicated.  The interim results for the period ended June 30, 2014, are not necessarily indicative of results for the full 2014 fiscal year or any other future interim periods.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, DecisionPoint Systems International and Apex Systems Integrators, Inc. (“Apex”).  DecisionPoint Systems International has two wholly-owned subsidiaries, DecisionPoint Systems Group, Inc. (“DPS Group”) and CMAC, Inc. (“CMAC”).  The Company currently operates in one business segment.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the recorded amounts reported therein.  Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used.  The Company evaluates its estimates and assumptions on a regular basis.  The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ materially from these estimates and assumptions used in preparation of the unaudited condensed consolidated financial statements.

These unaudited condensed consolidated financial statements have been prepared by management and should be read in conjunction with the audited consolidated financial statements of DecisionPoint Systems, Inc. and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2014.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP.  The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will able to realize its assets and discharge its liabilities and commitments in the normal course of business and does 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 may result from the Company’s inability to continue as a going concern.  The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raises substantial doubt about the Company’s ability to continue as a going concern.  In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business, the Company must establish sustained positive operating results through increased sales, successfully implement cost cutting measures, avoid further unforeseen expenses, potentially raise additional equity or debt capital, and successfully refinance its current debt obligations when they come due in February of 2015.  There can be no assurance that the Company will be able to achieve sustainable positive operating results or cost reductions or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management.

If the Company does not continue to achieve positive operating results and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, (1) a reduction in the nature and scope of the Company’s operations, (2) the Company’s inability to fully implement its current business plan and (3) continued defaults under the Company’s various loan agreements (for a description of past defaults, see the discussion below).   There can be no assurance that the Company will successfully improve its liquidity position.  The accompanying unaudited condensed consolidated financial statements do not reflect any adjustments that might be required if our liquidity position does not improve.

In the quarter ended June 30, 2014, the Company experienced an increase in revenue of $1.8 million, or 12.2% compared to the quarter ended June 30, 2013, and a $4.7 million, or 16.6% increase in revenue for the six months ended June 30, 2014 over the comparable six months of 2013.  In the quarter ended June 30, 2014, the Company experienced a net loss of $19,000 compared to the net loss of $1.1 million for the quarter ended June 30, 2013, and a $132,000 net loss for the six months ended June 30, 2014 compared to a net loss of $3.2 million for the comparable period in 2013.  At June 30, 2014, the Company had a substantial working capital deficit totaling $9.5 million which improved by $0.4 million from the working capital deficit of $9.9 million at December 31, 2013.  Although a portion of this deficit is associated with deferred costs, unearned revenues and term debt that has been classified current due to expected future covenant violations (see further discussion at Note 8), the liabilities of the Company that we expect will have to be satisfied in the foreseeable future in cash substantially exceed the operating assets that weexpected to have available in cash. As a result of our historical operations, the availability under our credit line has contracted and our liquidity has been constrained.

To address liquidity constraints, the Company has reduced non-essential expenses.  Such expense reduction measures have included, but have not been limited to, consolidation of information technology environments, consolidation of our East Coast depot facility into our larger California depot facility, the reduction of outsourced consulting expertise where unnecessary and the replacement of certain service providers with lower cost providers.  The Company has also consolidated administrative personnel and reduced total staffing levels by 29% from April 2013 through February 2014, constituting annual savings of approximately $3 million.  These cost reduction measures have reduced the expense structure of the Company’s business significantly.  The Company is focused on continuing to improve processes and reduce costs.  Currently, the Company has no plans to seek additional outside funding through the sale of our securities unless deemed necessary.  Should additional outside funding be needed, there is no assurance that such funding will be available on terms acceptable to us, or at all.  If the Company raises additional funds by selling additional shares of capital stock, or securities convertible into shares of our capital stock, the ownership interest of the Company’s existing common stock holders will be diluted. 

During 2012, 2013 and the first six months of 2014, all principal and interest payments on the Company’s term debt were made within payment terms.  On August 16, 2013, the Company's credit agreement ("RBC Credit Agreement") with the Royal Bank of Canada ("RBC") was amended and certain financial covenants were modified.  These financial covenants required the Company to maintain specified ratios for fixed coverage and a ratio of funded debt to EBITDA to be tested on a quarterly basis.  The Company was not in compliance with the reset covenants in 2013 and the first six months of 2014.  Although management of the Company believes it is not likely that, as a result of this noncompliance, RBC will exercise its rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise its rights pursuant to the RBC Credit Agreement.Accordingly, the term debt due to RBC is classified as current on the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2014, the outstanding balance on our line of credit with Silicon Valley Bank (“SVB”) was $4.6 million, up from $3.9 million at December 31, 2013, and the availability under the line of credit has decreased to $1.7 million (see Note 7 – Lines of Credit).  The Company relies on the SVB and RBC lines of credit to fund daily operating activities, and the Company maintains very little cash on hand.  As of June 30, 2014, the Company was in compliance with the Tangible Net Worth financial covenant under the SVB line of credit and had available a $1.0 million cushion over the covenant requirement.  The Company currently believes that at the time of this filing it is compliant with all the terms and provisions of the SVB lending agreement.  Should the Company’s results fail to improve further or once more deteriorate in a manner consistent with its recent historical financial performance, the Company will violate the Tangible Net Worth financial covenant unless it can raise additional outside funding in amounts that are approximately twice the amount of the losses incurred.

Summary of Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies during the six months ended June 30, 2014.  For a comprehensive description of the Company's significant accounting policies, see Footnote 2 of the Company's consolidated financial statements included in the Company's 2013 Annual Report on Form 10-K filed on March 31, 2014 with the SEC.

Revenue Recognition - Revenues are generated through product sales, warranty and maintenance agreements, software customization, and professional services.  Product sales are recognized when the following criteria are met (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured.  The Company generates revenues from the sale of extended warranties on wireless and mobile hardware and systems.  Revenue related to extended warranty and service contracts is recorded as unearned revenue and is recognized over the life of the contract as the Company maintains financial risk throughout the term of these contracts and may be liable to refund a customer for amounts paid in certain circumstances. Our policy is to classify shipping and handling costs billed to customers and the related expenses as cost of sales.

The Company also generates revenue from professional services and customer specified software customization on either a fee-for-service or fixed fee basis.  Revenue from software customization and professional services that is contracted as fee-for-service is recognized in the period in which the services are performed or delivered.  Adjustments to contract price and estimated labor costs are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined.  The Company records sales net of sales tax.

The Company enters into revenue arrangements that contain multiple deliverables.  Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met for each deliverable in order for revenue recognition to occur in the appropriate accounting period. In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor.  A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered item(s) within the arrangement and the allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting.  While changes in the allocation of the arrangement consideration between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could affect the timing of revenue recognition, which could affect the Company’s results of operations. When the Company enters into an arrangement that includes multiple elements, we allocate revenue based on their relative selling prices.  We use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor specific objective evidence of fair value (“VSOE”), (ii) third party evidence of selling prices (“TPE”) and (iii) best estimate of selling price (“ESP”) as a proxy for VSOE.  When both VSOE and TPE are unavailable, we use ESP.  We determine ESP by considering all relevant factors in establishing the price, which is demonstrated in a gross margin model used.

Revenue from software licenses may contain arrangements with multiple deliverables, including post-contract customer support, that are subject to software revenue recognition guidance. The revenue for these arrangements is allocated to the software and non-software deliverable based on the relative selling prices of all components in the arrangement using the criteria above. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized in arrears on a quarterly basis, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee.

Concentration of Credit Risk - Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and accounts payable.  Beginning January 1, 2013, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution.  This coverage is available at all FDIC member institutions.  The Company uses Silicon Valley Bank, which is an FDIC insured institution.  Based on these facts, collectability of bank balances appears to be adequate.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue.  The Company had one customer who represented 12% and 11% of the Company’s revenue for the six months ended June 30, 2014 and 2013, respectively.  The Company had three customers, two of which were not the same, who represented 25% and 22% of its revenue for the six months ended June 30, 2014 and 2013, respectively. The Company’s accounts receivable was concentrated with one customer at June 30, 2014, representing 18% of gross accounts receivable and with one customer at June 30, 2013, representing 13% of gross accounts receivable.  Customer mix can shift significantly from year to year, but a concentration of the business with a few large customers is typical in any given year.  A decline in revenues could occur if a customer that has been a significant source of revenue in one financial reporting period is a less significant source of revenue in the following period. The loss of a significant customer could have a material adverse impact on the Company.

The Company has the same four primary vendors for the six months ended June 30, 2014 compared to the similar period in 2013.  For the six months ended June 30, 2014, the Company had purchases from these four vendors that collectively represented 58% of total purchases and 65% of the total outstanding accounts payable at June 30, 2014.  For the six months ended June 30, 2013, the Company had purchases from these four vendors that collectively represented 55% of total purchases and 67% of the total outstanding accounts payable at June 30, 2013.  The same single vendor represented 21% and 18% of the total purchases for the six months ended June 30, 2014 and 2013, respectively.  Loss of this certain vendor could have a material adverse effect on our operations.

The Company’s contracts with these customers and other customers do not include any specific purchase requirements or other requirements outside of the normal course of business.  The majority of customer contracts are on an annual basis for service support while on a purchase order basis for hardware purchases.  Typical hardware sales are submitted on an estimated order basis with subsequent follow on orders for specific quantities.  These sales are ultimately subject to the time that the units are installed at each of the customer locations as per their requirements.  Service contracts are purchased on an annual basis generally and are the performance responsibility of the actual service provider as opposed to the Company.  Termination provisions are generally standard clauses based upon non-performance, but a customer can cancel with a certain reasonable notice period anywhere from 30 to 90 days.  General industry standards for contracts provide ordinary terms and conditions, while actual work and performance aspects are usually dictated by a Statement of Work which outlines what is being ordered, product specifications, delivery, installation and pricing.

Translation of Foreign Currencies - The Company's functional currency is the U.S. dollar.  The financial statements of the Company's foreign subsidiary is measured using the local currency, in this case the Canadian dollar (CDN$), as its functional currency and is translated to U.S. dollars for reporting purposes.  Assets and liabilities of the subsidiary are translated at exchange rates as of the balance sheet dates.  Revenues and expenses of the subsidiary are translated at the rates of exchange in effect during the year.

Fair Value Measurement - Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows:

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.

● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above.

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures certain liabilities at fair value on a recurring basis such as our contingent consideration related to business combinations and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.  There have been no transfers between Level 1, 2 or 3 assets or liabilities during the six months ended June 30, 2014.

The Company has classified its contingent consideration related to the Apex acquisition as a Level 3 liability.  Revenue and other assumptions used in the calculation require significant management judgment.  The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.  Based on that assessment, the Company recognized an adjustment of $0 to the actual calculation of the earn-out obligations it incurred in connection with its Apex acquisition during the six months ended June 30, 2013.  On June 9, 2014, the accounting expert issued its final report and the fair value of the earn-out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note (see Note 5 – Business Combinations).  The convertible promissory note is expected to be executed in the third quarter of 2014.

As part of the Apex acquisition in 2012, the Company is obligated to pay bonus consideration to the CEO of Apex.  Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date).  At June 30, 2014 there is CDN$101,000 (US$94,000) recorded in earn out consideration in the Company’s unaudited condensed consolidated financial statements.

The Company has classified certain warrants related to the August 2013 issuance and sale of Common Stock in a private offering as a Level 3 Liability.  Assumptions used in the calculation require significant judgment.  The Company reassesses the fair value of the warrant liabilities on a quarterly basis.  Based on that assessment, the Company recognized a $166,000 reduction to the fair value of the warrant liability for the six months ended June 30, 2014.

 
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands):   

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	385	$	-	$	-	$	385
Fair value of warrants issued in connection
with share purchase agreement		637		-		-		637
Balance at June 30, 2014	$	1,022	$	-	$	-	$	1,022

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	468	$	-	$	-	$	468
Fair value of warrants issued in connection
with share purchase agreement		803		-		-		803
Balance at December 31, 2013	$	1,271	$	-	$	-	$	1,271

The following table summarizes changes to the fair value of the contingent consideration and derivative warrants, which are Level 3 liabilities (in thousands):

	Level 3
	Contingent			Derivative
	consideration			warrants
Balance at December 31, 2013	$	468		$	803
Adjustments to fair value of warrants (reflected in other income)		-			(166	)
Cash paid for contingent acqusition liability		(84	)		-
Effect of currency translation		1			-
Balance at June 30, 2014	$	385		$	637

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long lived assets resulting from business combinations are measured at fair value using income and market comparable valuation methodologies at the date of acquisition and subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the six months ended June 30, 2014.

Recently Issued Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance.  This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted.  Accordingly, the Company will adopt this new guidance beginning in fiscal 2017.  Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations.

XML

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shared authorized	10,000,000	10,000,000
Preferred stock, shares issued	1,547,845	1,514,155
Preferred stock, shares outstanding	1,547,845	1,514,155
Preferred stock, dividends (in dollars)	$ 2,122	$ 1,956
Preferred Stock, Liquidation preference (in dollars)	$ 13,584	$ 13,232
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shared authorized	100,000,000	100,000,000
Common Stock, shares issued	12,883,446	12,883,446
Common stock, shares outstanding	12,729,563	12,729,563
Treasury stock, shares	153,883	153,883

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases - The Company leases its facilities and certain equipment under various operating leases which expire at various dates through fiscal 2020 and require us to pay a portion of the related operating expenses such as maintenance, property taxes, and insurance.  There have been no material changes to our lease arrangements during the six months ended June 30, 2014.  Please refer to Note 15 to the audited consolidated financial statements for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2014.

Rent expense for the six months ended June 30, 2014 and 2013, was $263,000 and $348,000, respectively.

Apex Earn Out Obligations - If EBITDA (as uniquely defined in the Apex Purchase Agreement), for the twelve months ending July 31, 2013 (“2013 EBITDA”), is equal to or less than CDN$2,000,000, Apex shall pay an amount, to its former owners, equal to the product of the 2013 EBITDA multiplied by four less CDN$5,000,000 (“2013 EBITDA Basic Earn-Out Amount”), up to a maximum of CDN$3,000,000. An amount equal to 22.22% of the 2013 EBITDA Basic Earn-Out Amount shall be paid in cash and the balance shall be paid by Apex issuing a subordinated convertible note (the “Apex Note”).

Under the terms of the Note, Apex will pay the principal sum due on the Note in eight quarterly payments (“Installment Dates”). Interest from and after June 18, 2014, shall be paid in arrears on the last day of each calendar quarter commencing on September 30, 2014.  On June 9, 2014, the accounting expert issued their final report and the fair value of the Earn-Out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (77.78%) payable in the form of a convertible promissory note.  At June 30, 2014, there is CDN$311,000 (US$291,000) recorded in accrued earn out consideration in the unaudited condensed consolidated financial statements.  The convertible promissory note is expected to be executed in the third quarter of 2014.  The interest rate shall be determined as follows:

(i)   9% per annum, calculated and compounded quarterly before July 1, 2015; and

(ii)   11% per annum, calculated and compounded quarterly after June 30, 2015;

(iii)   except, however, that, if, during the term of the Apex Note, the Company raises Net Equity Capital (as defined in the Note) in an amount greater than CDN$5,000,000 and this Note is not repaid in full within 30 days from the date that the Company receives such Net Equity Capital, the interest rate otherwise provided in the Note shall be 15% per annum from the end of such 30-day period to the first anniversary thereof and 20% per annum thereafter to the date of payment in full.

The Apex Note is convertible, only on each Installment Date, at the option of the Note holder, into shares of our common stock at a conversion price that is equal to the greater of the Canadian Dollar equivalent of the market price of our common stock on the day prior to the conversion using a fixed rate of US$1.00=CDN$1.04, or the Canadian Dollar equivalent of US$1.00 = CDN$1.04.  The shares issuable under the Note will be restricted but will have certain piggy back registration rights as set forth in the Apex Purchase Agreement.

The Company entered into an employment agreement with Donald Dalicandro, the Former Chief Executive Officer of Apex, as a result of the Apex acquisition.  The agreement calls for annual bonus upon achieving certain results of operation at Apex for the 12 months ending July 31, 2013, 2014, and 2015.  Such bonuses are considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not his employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Apex Closing Date).  At June 30, 2014, there is CDN$101,000 (US$94,000) recorded in accrued earn out consideration in the unaudited condensed consolidated financial statements.

Apex Escrow Obligation - As part of the Apex Purchase Agreement, from the Apex Closing Date up until the expiry of the bonus period, the Company is obligated to escrow 25% of any Equity Capital raised in excess of $500,000.  The funds in the escrow are to be used to pay the 2013 EBITDA Basic Earn-Out and the 2013 EBITDA Additional Earn-Out and the additional bonus consideration.  In December 2012, the Company raised $7,042,000 as part of the Series D Purchase Agreement.  In August 2013, the Company raised $1,756,000 as part of the Common Stock Purchase Agreement.  In November 2013, the Company raised $4,090,000 as part of the Series E Purchase Agreement.  These funds have not been placed into escrow pending agreement between the Company and the sellers of Apex regarding the financial institution that will escrow the funds, the amount of funds that are to be placed in escrow and the escrow agreement itself.

Contingencies – In addition to the matter discussed below, from time to time the Company is subject to the possibility of involvement in litigation incidental to the conduct of our business.  When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated.  While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. 

Wells Notice - On July 2, 2014, the Company received a written “Wells Notice” from the staff of the SEC indicating that the staff has made a preliminary determination to recommend that the SEC bring an administrative proceeding against the Company.  On the same day Nicholas R. Toms, the Company’s President and Chief Executive Officer and a member of the Board of Directors, also received a Wells Notice.  The SEC staff has informed the Company that both Wells Notices relate to allegations that, from late 2009 to early 2011, Mr. Toms was the beneficial owner of shares of common stock of the Company that were held and traded by a Delaware corporation in which Mr. Toms was a 10% owner; that Mr. Toms exercised control over the corporation’s securities account; and that the corporation’s shareholding and trades should have been reflected at the relevant times in public disclosures of Mr. Toms’ other holdings of the Company’s common stock.

A Wells Notice is neither a formal allegation of wrongdoing nor a finding that any violations of law have occurred.  Rather, it provides the recipient with an opportunity to respond to issues raised by the SEC staff and offer its perspective to the SEC staff prior to any decision to institute proceedings.  The Company intends to make a submission to the SEC staff in response to the Wells Notice setting forth why no action should be commenced against it.

In addition, the Company’s Audit Committee is conducting an internal review, assisted by new outside counsel, and the Company’s independent directors have placed Mr. Toms on leave from his duties as an officer of the Company, pending further inquiries and determinations.  Mr. Toms remains a director of the Company and retains his duties as a director.  Mr. Dan Romanello, who has served since August 2013 as the Executive Advisor to the CEO, is undertaking Mr. Toms’ duties as an officer on an interim basis.

Settlement of Taglich Action – In July 2014, the Company settled an action brought against it by stockholder Michael N. Taglich, in the Delaware Chancery Court, seeking to compel the Company to hold an annual meeting of stockholders.  Pursuant to the settlement, the parties agreed that the Company shall hold an annual meeting of stockholders on or before October 15, 2014.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Jul. 31, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	DecisionPoint Systems, Inc.
Entity Central Index Key	0001505611
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,729,563

XML

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Basis of Presentation, Liquidity and Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements.  In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments (consisting of normal recurring accruals and adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company at the dates and for the periods indicated.  The interim results for the period ended June 30, 2014, are not necessarily indicative of results for the full 2014 fiscal year or any other future interim periods.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, DecisionPoint Systems International and Apex Systems Integrators, Inc. (“Apex”).  DecisionPoint Systems International has two wholly-owned subsidiaries, DecisionPoint Systems Group, Inc. (“DPS Group”) and CMAC, Inc. (“CMAC”).  The Company currently operates in one business segment.

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the recorded amounts reported therein.  Certain accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used.  The Company evaluates its estimates and assumptions on a regular basis.  The Company uses historical experience and various other assumptions that are believed to be reasonable under the circumstances to form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ materially from these estimates and assumptions used in preparation of the unaudited condensed consolidated financial statements.

These unaudited condensed consolidated financial statements have been prepared by management and should be read in conjunction with the audited consolidated financial statements of DecisionPoint Systems, Inc. and notes thereto for the year ended December 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2014.

Liquidity and Going Concern

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis in accordance with U.S. GAAP.  The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will able to realize its assets and discharge its liabilities and commitments in the normal course of business and does 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 may result from the Company’s inability to continue as a going concern.  The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raises substantial doubt about the Company’s ability to continue as a going concern.  In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business, the Company must establish sustained positive operating results through increased sales, successfully implement cost cutting measures, avoid further unforeseen expenses, potentially raise additional equity or debt capital, and successfully refinance its current debt obligations when they come due in February of 2015.  There can be no assurance that the Company will be able to achieve sustainable positive operating results or cost reductions or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management.

If the Company does not continue to achieve positive operating results and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, (1) a reduction in the nature and scope of the Company’s operations, (2) the Company’s inability to fully implement its current business plan and (3) continued defaults under the Company’s various loan agreements (for a description of past defaults, see the discussion below).   There can be no assurance that the Company will successfully improve its liquidity position.  The accompanying unaudited condensed consolidated financial statements do not reflect any adjustments that might be required if our liquidity position does not improve.

In the quarter ended June 30, 2014, the Company experienced an increase in revenue of $1.8 million, or 12.2% compared to the quarter ended June 30, 2013, and a $4.7 million, or 16.6% increase in revenue for the six months ended June 30, 2014 over the comparable six months of 2013.  In the quarter ended June 30, 2014, the Company experienced a net loss of $19,000 compared to the net loss of $1.1 million for the quarter ended June 30, 2013, and a $132,000 net loss for the six months ended June 30, 2014 compared to a net loss of $3.2 million for the comparable period in 2013.  At June 30, 2014, the Company had a substantial working capital deficit totaling $9.5 million which improved by $0.4 million from the working capital deficit of $9.9 million at December 31, 2013.  Although a portion of this deficit is associated with deferred costs, unearned revenues and term debt that has been classified current due to expected future covenant violations (see further discussion at Note 8), the liabilities of the Company that we expect will have to be satisfied in the foreseeable future in cash substantially exceed the operating assets that weexpected to have available in cash. As a result of our historical operations, the availability under our credit line has contracted and our liquidity has been constrained.

To address liquidity constraints, the Company has reduced non-essential expenses.  Such expense reduction measures have included, but have not been limited to, consolidation of information technology environments, consolidation of our East Coast depot facility into our larger California depot facility, the reduction of outsourced consulting expertise where unnecessary and the replacement of certain service providers with lower cost providers.  The Company has also consolidated administrative personnel and reduced total staffing levels by 29% from April 2013 through February 2014, constituting annual savings of approximately $3 million.  These cost reduction measures have reduced the expense structure of the Company’s business significantly.  The Company is focused on continuing to improve processes and reduce costs.  Currently, the Company has no plans to seek additional outside funding through the sale of our securities unless deemed necessary.  Should additional outside funding be needed, there is no assurance that such funding will be available on terms acceptable to us, or at all.  If the Company raises additional funds by selling additional shares of capital stock, or securities convertible into shares of our capital stock, the ownership interest of the Company’s existing common stock holders will be diluted. 

During 2012, 2013 and the first six months of 2014, all principal and interest payments on the Company’s term debt were made within payment terms.  On August 16, 2013, the Company's credit agreement ("RBC Credit Agreement") with the Royal Bank of Canada ("RBC") was amended and certain financial covenants were modified.  These financial covenants required the Company to maintain specified ratios for fixed coverage and a ratio of funded debt to EBITDA to be tested on a quarterly basis.  The Company was not in compliance with the reset covenants in 2013 and the first six months of 2014.  Although management of the Company believes it is not likely that, as a result of this noncompliance, RBC will exercise its rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise its rights pursuant to the RBC Credit Agreement.Accordingly, the term debt due to RBC is classified as current on the accompanying unaudited condensed consolidated balance sheets.

As of June 30, 2014, the outstanding balance on our line of credit with Silicon Valley Bank (“SVB”) was $4.6 million, up from $3.9 million at December 31, 2013, and the availability under the line of credit has decreased to $1.7 million (see Note 7 – Lines of Credit).  The Company relies on the SVB and RBC lines of credit to fund daily operating activities, and the Company maintains very little cash on hand.  As of June 30, 2014, the Company was in compliance with the Tangible Net Worth financial covenant under the SVB line of credit and had available a $1.0 million cushion over the covenant requirement.  The Company currently believes that at the time of this filing it is compliant with all the terms and provisions of the SVB lending agreement.  Should the Company’s results fail to improve further or once more deteriorate in a manner consistent with its recent historical financial performance, the Company will violate the Tangible Net Worth financial covenant unless it can raise additional outside funding in amounts that are approximately twice the amount of the losses incurred.

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies during the six months ended June 30, 2014.  For a comprehensive description of the Company's significant accounting policies, see Footnote 2 of the Company's consolidated financial statements included in the Company's 2013 Annual Report on Form 10-K filed on March 31, 2014 with the SEC.

Revenue Recognition

Revenue Recognition - Revenues are generated through product sales, warranty and maintenance agreements, software customization, and professional services.  Product sales are recognized when the following criteria are met (1) there is persuasive evidence that an arrangement exists; (2) delivery has occurred and title has passed to the customer which generally happens at the point of shipment provided that no significant obligations remain; (3) the price is fixed and determinable; and (4) collectability is reasonably assured.  The Company generates revenues from the sale of extended warranties on wireless and mobile hardware and systems.  Revenue related to extended warranty and service contracts is recorded as unearned revenue and is recognized over the life of the contract as the Company maintains financial risk throughout the term of these contracts and may be liable to refund a customer for amounts paid in certain circumstances. Our policy is to classify shipping and handling costs billed to customers and the related expenses as cost of sales.

The Company also generates revenue from professional services and customer specified software customization on either a fee-for-service or fixed fee basis.  Revenue from software customization and professional services that is contracted as fee-for-service is recognized in the period in which the services are performed or delivered.  Adjustments to contract price and estimated labor costs are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined.  The Company records sales net of sales tax.

The Company enters into revenue arrangements that contain multiple deliverables.  Judgment is required to properly identify the accounting units of the multiple deliverable transactions and to determine the manner in which revenue should be allocated among the accounting units. Moreover, judgment is used in interpreting the commercial terms and determining when all criteria of revenue recognition have been met for each deliverable in order for revenue recognition to occur in the appropriate accounting period. In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met: (i) the delivered item or items have value to the customer on a standalone basis; (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor.  A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered item(s) within the arrangement and the allocation of arrangement consideration and the recognition of revenue then shall be determined for those combined deliverables as a single unit of accounting.  While changes in the allocation of the arrangement consideration between the units of accounting will not affect the amount of total revenue recognized for a particular sales arrangement, any material changes in these allocations could affect the timing of revenue recognition, which could affect the Company’s results of operations. When the Company enters into an arrangement that includes multiple elements, we allocate revenue based on their relative selling prices.  We use a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor specific objective evidence of fair value (“VSOE”), (ii) third party evidence of selling prices (“TPE”) and (iii) best estimate of selling price (“ESP”) as a proxy for VSOE.  When both VSOE and TPE are unavailable, we use ESP.  We determine ESP by considering all relevant factors in establishing the price, which is demonstrated in a gross margin model used.

Revenue from software licenses may contain arrangements with multiple deliverables, including post-contract customer support, that are subject to software revenue recognition guidance. The revenue for these arrangements is allocated to the software and non-software deliverable based on the relative selling prices of all components in the arrangement using the criteria above. Post-contract support is recognized ratably over the support period. When a contract contains multiple elements wherein the only undelivered element is post-contract customer support and VSOE of the fair value of post-contract customer support does not exist, revenue from the entire arrangement is recognized ratably over the support period. Software royalty revenue is recognized in arrears on a quarterly basis, based upon reports received from licensees during the period, unless collectability is not reasonably assured, in which case revenue is recognized when payment is received from the licensee.

Concentration of Risk

Concentration of Credit Risk - Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable, and accounts payable.  Beginning January 1, 2013, all of our cash balances were insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor at each financial institution.  This coverage is available at all FDIC member institutions.  The Company uses Silicon Valley Bank, which is an FDIC insured institution.  Based on these facts, collectability of bank balances appears to be adequate.

Historically, a relatively small number of customers have accounted for a significant portion of the Company’s revenue.  The Company had one customer who represented 12% and 11% of the Company’s revenue for the six months ended June 30, 2014 and 2013, respectively.  The Company had three customers, two of which were not the same, who represented 25% and 22% of its revenue for the six months ended June 30, 2014 and 2013, respectively. The Company’s accounts receivable was concentrated with one customer at June 30, 2014, representing 18% of gross accounts receivable and with one customer at June 30, 2013, representing 13% of gross accounts receivable.  Customer mix can shift significantly from year to year, but a concentration of the business with a few large customers is typical in any given year.  A decline in revenues could occur if a customer that has been a significant source of revenue in one financial reporting period is a less significant source of revenue in the following period. The loss of a significant customer could have a material adverse impact on the Company.

The Company has the same four primary vendors for the six months ended June 30, 2014 compared to the similar period in 2013.  For the six months ended June 30, 2014, the Company had purchases from these four vendors that collectively represented 58% of total purchases and 65% of the total outstanding accounts payable at June 30, 2014.  For the six months ended June 30, 2013, the Company had purchases from these four vendors that collectively represented 55% of total purchases and 67% of the total outstanding accounts payable at June 30, 2013.  The same single vendor represented 21% and 18% of the total purchases for the six months ended June 30, 2014 and 2013, respectively.  Loss of this certain vendor could have a material adverse effect on our operations.

The Company’s contracts with these customers and other customers do not include any specific purchase requirements or other requirements outside of the normal course of business.  The majority of customer contracts are on an annual basis for service support while on a purchase order basis for hardware purchases.  Typical hardware sales are submitted on an estimated order basis with subsequent follow on orders for specific quantities.  These sales are ultimately subject to the time that the units are installed at each of the customer locations as per their requirements.  Service contracts are purchased on an annual basis generally and are the performance responsibility of the actual service provider as opposed to the Company.  Termination provisions are generally standard clauses based upon non-performance, but a customer can cancel with a certain reasonable notice period anywhere from 30 to 90 days.  General industry standards for contracts provide ordinary terms and conditions, while actual work and performance aspects are usually dictated by a Statement of Work which outlines what is being ordered, product specifications, delivery, installation and pricing.

Translation of Foreign Currencies

Translation of Foreign Currencies - The Company's functional currency is the U.S. dollar.  The financial statements of the Company's foreign subsidiary is measured using the local currency, in this case the Canadian dollar (CDN$), as its functional currency and is translated to U.S. dollars for reporting purposes.  Assets and liabilities of the subsidiary are translated at exchange rates as of the balance sheet dates.  Revenues and expenses of the subsidiary are translated at the rates of exchange in effect during the year.

Fair Value Measurement

Fair Value Measurement - Fair value is the price that would be received from selling an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides a hierarchy for inputs used in measuring fair value that prioritize the use of observable inputs over the use of unobservable inputs, when such observable inputs are available. The three levels of inputs that may be used to measure fair value are as follows:

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data.

● Level 3 - Fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including assumptions and judgments made by the Company.

Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observable inputs may result in a reclassification of assets and liabilities within the three levels of the hierarchy outlined above.

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company measures certain liabilities at fair value on a recurring basis such as our contingent consideration related to business combinations and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.  There have been no transfers between Level 1, 2 or 3 assets or liabilities during the six months ended June 30, 2014.

The Company has classified its contingent consideration related to the Apex acquisition as a Level 3 liability.  Revenue and other assumptions used in the calculation require significant management judgment.  The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.  Based on that assessment, the Company recognized an adjustment of $0 to the actual calculation of the earn-out obligations it incurred in connection with its Apex acquisition during the six months ended June 30, 2013.  On June 9, 2014, the accounting expert issued its final report and the fair value of the earn-out was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note (see Note 5 – Business Combinations).  The convertible promissory note is expected to be executed in the third quarter of 2014.

As part of the Apex acquisition in 2012, the Company is obligated to pay bonus consideration to the CEO of Apex.  Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date).  At June 30, 2014 there is CDN$101,000 (US$94,000) recorded in earn out consideration in the Company’s unaudited condensed consolidated financial statements.

The Company has classified certain warrants related to the August 2013 issuance and sale of Common Stock in a private offering as a Level 3 Liability.  Assumptions used in the calculation require significant judgment.  The Company reassesses the fair value of the warrant liabilities on a quarterly basis.  Based on that assessment, the Company recognized a $166,000 reduction to the fair value of the warrant liability for the six months ended June 30, 2014.

 
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 (in thousands):   

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	385	$	-	$	-	$	385
Fair value of warrants issued in connection
with share purchase agreement		637		-		-		637
Balance at June 30, 2014	$	1,022	$	-	$	-	$	1,022

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	468	$	-	$	-	$	468
Fair value of warrants issued in connection
with share purchase agreement		803		-		-		803
Balance at December 31, 2013	$	1,271	$	-	$	-	$	1,271

The following table summarizes changes to the fair value of the contingent consideration and derivative warrants, which are Level 3 liabilities (in thousands):

	Level 3
	Contingent			Derivative
	consideration			warrants
Balance at December 31, 2013	$	468		$	803
Adjustments to fair value of warrants (reflected in other income)		-			(166	)
Cash paid for contingent acqusition liability		(84	)		-
Effect of currency translation		1			-
Balance at June 30, 2014	$	385		$	637

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company's non-financial assets and liabilities, such as goodwill, intangible assets, and other long lived assets resulting from business combinations are measured at fair value using income and market comparable valuation methodologies at the date of acquisition and subsequently re-measured if there are indicators of impairment. There were no indicators of impairment identified during the six months ended June 30, 2014.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and most industry specific guidance.  This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted.  Accordingly, the Company will adopt this new guidance beginning in fiscal 2017.  Companies may use either a full retrospective or a modified retrospective approach to adopt this new guidance and management is currently evaluating which transition approach to use and the impact of this new guidance on our consolidated financial position or results of operations.

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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]
Net sales	$ 16,514	$ 14,721	$ 33,222	$ 28,493
Cost of sales	12,731	11,155	25,866	22,103
Gross profit	3,783	3,566	7,356	6,390
Selling, general and administrative expense	3,417	4,464	7,134	9,496
Operating income (loss)	366	(898)	222	(3,106)
Other expense:
Interest expense	222	256	429	483
Fair market value adjustment of warrant liabilities	84		(166)
Other income, net	(21)	(8)	(31)	(14)
Total other expense	285	248	232	469
Net income (loss) before income taxes	81	(1,146)	(10)	(3,575)
Provision (benefit) for income taxes	100	(30)	122	(357)
Net loss	(19)	(1,116)	(132)	(3,218)
Cumulative and imputed dividends on Series A and B preferred stock	(27)	(27)	(54)	(54)
Cash and imputed dividends on Series D and E preferred stock	(307)	(191)	(609)	(384)
Net loss attributable to common shareholders	(353)	(1,334)	(795)	(3,656)
Net loss per share -
Basic and diluted	$ (0.03)	$ (0.15)	$ (0.06)	$ (0.42)
Weighted average shares outstanding -
Basic and diluted	12,342,169	8,698,626	12,328,410	8,659,931
Comprehensive loss	$ (19)	$ (1,113)	$ (156)	$ (3,217)

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Lines of Credit

6 Months Ended

Jun. 30, 2014

Line of Credit Facility [Abstract]

LINES OF CREDIT

NOTE 7 – LINES OF CREDIT

SVB Line of Credit - The Company has a $10.0 million revolving line of credit with Silicon Valley Bank (“SVB”) which provides for borrowings based upon eligible accounts receivable, as defined in the Loan Agreement (“SVB Loan Agreement”).  Under the SVB Loan Agreement as amended, SVB has also provided the Company with term loans as discussed at Note 8.  The SVB Loan Agreement is secured by substantially all the assets of the Company and matures in February 2015.  As of June 30, 2014 and December 31, 2013, the outstanding balance on the line of credit was approximately $4.6 and $3.9 million, respectively, and the interest rate was 7.0%. The line of credit is due February 2015. The line of credit has a certain financial covenant and other non-financial covenants.   The minimum Tangible Net Worth requirement of an $8.7 million deficit is to be further reduced by one half of any funds raised through sales of common stock (as only 50% of additional capital raises are given credit in the Tangible Net Worth calculation).   As of June 30, 2014 and December 31, 2013, the Company was in compliance with the Tangible Net Worth financial covenant and had available a $1.0 million and $0.8 million cushion over the requirement, respectively. The Company believes that at the time of this filing it is compliant with the terms and provisions of its SVB Loan Agreement. Should the Company continue to incur losses in a manner consistent with its recent historical financial performance, the Company will violate Tangible Net Worth covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred.

Availability under the line of credit was approximately $1.7 million as of June 30, 2014.  The line of credit allows the Company to cause the issuance of letters of credit on account of the Company to a maximum of the borrowing base as defined in the SVB Loan Agreement.  No letters of credit were outstanding as of June 30, 2014 or December 31, 2013.

RBC Line of Credit - The Company is party to a credit agreement, dated June 4, 2012 (the “RBC Credit Agreement”) with Royal Bank of Canada (“RBC”).  Under the RBC Credit Agreement, the revolving demand facility allows for borrowings up to CDN$200,000 based upon eligible accounts receivable.  Interest is based on the Royal Bank Prime (“RBP”) plus 1.5% and is payable on demand.  As of June 30, 2014 and December 31, 2013, the outstanding balance on the line of credit was $0 and the interest rate is 4.5%.  The RBC Credit Agreement is secured by the assets of Apex.  The revolving demand facility has certain financial covenants and other non-financial covenants.  The covenants were reset by RBC on August 16, 2013.  The Company was not in compliance with the reset covenants at June 30, 2014 and December 31, 2013.  See further discussion regarding this condition at Note 8.

For the six months ended June 30, 2014 and 2013, the Company’s interest expense for the SVB and RBC lines of credit, including amortization of deferred financing costs, was approximately $211,000 and $171,000, respectively.

RBC and SVB are party to a subordination agreement, pursuant to which RBC agreed to subordinate any security interest in assets of the Company granted in connection with the RBC Credit Agreement to SVB’s security interest in assets of the Company and its subsidiaries.

Under the RBC Credit Agreement, the lender provided Apex with a term loan as discussed at Note 8.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS

The following summarizes the transaction affecting goodwill through June 30, 2014 (in thousands):

Balance at December 31, 2013	$	8,395
Effect of currency translation on Apex		6
Balance at June 30, 2014	$	8,401

As of June 30, 2014 and December 31, 2013, the Company’s intangible assets and accumulated amortization consist of the following (in thousands):

	June 30, 2014							December 31, 2013
			Accumulated							Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Customer relationships	$	3,267	$	(1,912	)	$	1,355	$	3,264	$	(1,654	)	$	1,610
Contractor and resume databases		675		(473	)		202		675		(405	)		270
Tradename		864		(462	)		402		862		(364	)		498
Internal use software		2,807		(1,737	)		1,070		2,802		(1,299	)		1,503
Covenant not to compete		104		(104	)		-		104		(78	)		26
	$	7,717	$	(4,688	)	$	3,029	$	7,707	$	(3,800	)	$	3,907

The effect of foreign currency translation on the goodwill and intangible assets for the six months ended June 30, 2014 is approximately $6 and ($8).

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Term Debt (Tables)

6 Months Ended

Jun. 30, 2014

Long-Term Debt, Unclassified [Abstract]

Schedule of long term debt

	Balance December 31, 2013			Additions		Payments			Amortization of Note Discount		Effect of Currency Translation			Balance June 30, 2014
RBC term loan	$	1,169		$	-	$	(380	)	$	-	$	(8	)	$	781
BDC term loan		1,589			-		-			-		4			1,593
SVB term loan-2		722			-		(166	)		-		-			556
Total note discounts		(45	)		-		-			15		-			(30	)
Total debt	$	3,435		$	-	$	(546	)	$	15	$	(4	)		2,900
less current portion															(1,095	)
Debt, net of current portion														$	1,805

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2014

Summarizes changes to the fair value of the contingent consideration and derivative warrants

	Level 3
	Contingent			Derivative
	consideration			warrants
Balance at December 31, 2013	$	468		$	803
Adjustments to fair value of warrants (reflected in other income)		-			(166	)
Cash paid for contingent acqusition liability		(84	)		-
Effect of currency translation		1			-
Balance at June 30, 2014	$	385		$	637

Warrant [Member]

Summary of warrant liability measured at fair value on a recurring basis

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	385	$	-	$	-	$	385
Fair value of warrants issued in connection
with share purchase agreement		637		-		-		637
Balance at June 30, 2014	$	1,022	$	-	$	-	$	1,022

			Quoted prices in		Significant other		Significant other
			active markets		observable inputs		unobservable inputs
	Total		Level 1		Level 2		Level 3
Liabilities
Contingent consideration liability
recorded for business combinations	$	468	$	-	$	-	$	468
Fair value of warrants issued in connection
with share purchase agreement		803		-		-		803
Balance at December 31, 2013	$	1,271	$	-	$	-	$	1,271

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Esop Plan

6 Months Ended

Jun. 30, 2014

Esop Plan [Abstract]

ESOP PLAN

NOTE 10 – ESOP PLAN

The Company has an Employee Stock Ownership Plan (the “ESOP”) which covers all non-union employees.  The Company’s contribution expense for the six months ended June 30, 2014, was $89,000 representing approximately $73,000 for the ESOP principal payment and $16,000 for the ESOP interest.  ESOP shares are allocated to individual employee accounts as the loan obligation of the ESOP to the Company is reduced.  These amounts were previously calculated on an annual basis by an outside, independent financial advisor.   Compensation costs relating to shares released are based on the fair value of shares at the time they are committed to be released.  The unreleased shares are not considered outstanding in the computation of earnings per common share.  ESOP compensation expense consisting of both cash contributions and shares committed to be released for the six months ended June 30, 2014 was approximately $46,000.  The fair value of the shares was $0.47 per share, based on the average of the daily market closing share price.

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Term Debt

6 Months Ended

Jun. 30, 2014

Long-Term Debt, Unclassified [Abstract]

TERM DEBT

NOTE 8 – TERM DEBT

Term debt as of June 30, 2014, consists of the following (in thousands):

	Balance December 31, 2013			Additions		Payments			Amortization of Note Discount		Effect of Currency Translation			Balance June 30, 2014
RBC term loan	$	1,169		$	-	$	(380	)	$	-	$	(8	)	$	781
BDC term loan		1,589			-		-			-		4			1,593
SVB term loan-2		722			-		(166	)		-		-			556
Total note discounts		(45	)		-		-			15		-			(30	)
Total debt	$	3,435		$	-	$	(546	)	$	15	$	(4	)		2,900
less current portion															(1,095	)
Debt, net of current portion														$	1,805

The Company’s debt is recorded at par value adjusted for any unamortized discounts.  Discounts and costs directly related to the issuance of debt are capitalized and amortized over the life of the debt using the effective interest rate method and is recorded in interest expense in the accompanying unaudited condensed consolidated statements of operations.  Unamortized deferred financing costs of approximately $34,000 and $48,000 are included in other assets in the accompanying unaudited consolidated balance sheets as of June 30, 2014 and December 31, 2013, respectively.

RBC Term Loan -- On June 4, 2012, Apex entered into the RBC Credit Agreement with RBC described in Note 7, pursuant to which RBC made available certain credit facilities in the aggregate amount of up to CDN$2,750,000, including a term facility (“RBC Term Loan”) in the amount of CDN $2,500,000 (US$2,401,000 at the Closing Date). The RBC Term Loan accrues interest at RBP plus 4% (7% at June 30, 2014). Principal and interest is payable over a three year period at a fixed principal amount of CDN $70,000 a month beginning in July 2012 and continuing through June 2015.  Apex paid approximately $120,000 in financing costs, which has been recorded as deferred financing costs or note discount in the accompanying unaudited consolidated balance sheets as of June 30, 2014 and December 31, 2013, and is being amortized to interest expense over the term of the loan.

In addition, the RBC Term Loan calls for mandatory repayments based on 20% of Apex’s free cash flow as defined in the RBC Credit Agreement, before discretionary bonuses based on the annual year end audited financial statements of Apex, beginning with the fiscal year ended December 31, 2012, and payable within 30 days of the delivery of the annual audited financial statements, and continuing every six months through December 31, 2014.  This amount is estimated to be $0 at June 30, 2014 and December 31, 2013.

The RBC Term Loan has certain financial covenants and other non-financial covenants.   On August 16, 2013 the RBC Credit Agreement was amended and certain financial covenants were modified.  Pursuant to the amended credit agreement and commencing with the fiscal year ended December 31, 2013, the Company is required to maintain a fixed coverage ratio, calculated on a consolidated basis of not less than 1.15:1 with a step-up to 1.25:1 as of March 31, 2014, tested on a rolling four quarter basis thereafter and a ratio of funded debt to EBITDA, calculated on an annual consolidated basis of not greater than 3.0:1, tested on a rolling four quarter basis thereafter.  As part of the revised financial covenants, covenant testing was waived by RBC for September 30, 2013.  The Company was not in compliance with the reset covenants at June 30, 2014 and December 31, 2013.  Although the Company believes it is not likely that RBC will exercise their rights up to, and including, acceleration of the outstanding debt, there can be no assurance that RBC will not exercise their rights pursuant to the provisions of the debt obligation.  Accordingly, the Company has classified the term debt obligation as current at June 30, 2014 and December 31, 2013.

BDC Term Loan -- On June 4, 2012, Apex also entered into the BDC Loan Agreement as part of the Apex Purchase Agreement described in Note 5, pursuant to which BDC made available to Apex a term credit facility (“BDC Term Loan”) in the aggregate amount of CDN $1,700,000 (USD $1,632,000 at the Closing Date). The BDC Term Loan accrues interest at the rate of 12% per annum, and matures on June 23, 2016, with an available one year extension for a fee of 2%, payable at the time of extension. In addition to the interest payable, consecutive quarterly payments of CDN$20,000 as additional interest are due beginning on June 23, 2012, and subject to compliance with bank covenants, Apex will make a mandatory annual principal payment in the form of a cash flow sweep which will be equal to 50% of the Excess Available Funds (as defined by the BDC Loan Agreement) before discretionary bonuses based on the annual year end audited financial statements of Apex. The maximum annual cash flow sweep in any year will be CDN$425,000.  As of June 30, 2014, the Company estimates that the cash sweep will be approximately $0.  Such payments will be applied to reduce the outstanding principal payment due on the maturity date. In the event that Apex’s annual audited financial statements are not received within 120 days of its fiscal year end, the full CDN$425,000 becomes due and payable on the next payment date. Apex paid approximately $70,000 in financing costs which $35,000 has been recorded as deferred financing costs and $35,000 recorded as a note discount in the accompanying consolidated balance sheet as of June 30, 2014, and is being amortized to interest expense over the term of the loan using the effective interest rate method. As of June 30, 2014, there was approximately $18,000 in unamortized deferred financing costs and $18,000 in unamortized note discount.

The terms of the BDC loan agreement also provide for a fee to BDC in the event of the occurrence of any of the following:

(a)   if 50% or more of any company comprising Apex or the Company (consolidated assets or shares) is sold or merged with an unrelated entity; or

(b)   if there is a change of control of Apex and/or the Company prior to the Maturity Date or any extended maturity date of the BDC Term Loan,

In the event of (a) or (b) above, Apex will pay to BDC a bonus in an amount equal to 2% of the aggregate value of Apex and the Company determined as at the closing date of such transaction, which bonus shall become due and payable at the time of the closing of such transaction. Notwithstanding any prepayment of the BDC Term Loan, the bonus and Apex’s obligation to pay same to BDC will remain in full force and effect until the maturity date or any amended or extended maturity date agreed by BDC such that in the event of any sale, initial public offering or similar transaction, Apex’s obligation to pay the bonus amount to the BDC will survive such prepayment.

The BDC Loan Agreement contains certain financial and non-financial covenants.  On August 22, 2013, the BDC Term Loan was amended and certain financial covenants were modified.  Pursuant to the amended loan agreement, the Company is required to maintain, for the duration of the investment, a term debt to equity ratio not exceeding 1.1:1 (measured annually); and an adjusted current ratio of 0.40:1 (measured annually) and revised yearly 120 days after each year end.  The Company was in compliance with all of our BDC financial covenants as of December 31, 2013.  We expect to continue to meet the requirements of our BDC financial covenants over the short and long term.

In the event either or both of the RBC Loan Agreement or the BDC Loan Agreement were deemed to be in default, RBC or BDC, as applicable, could, among other things (subject to the rights of SVB as the Company’s senior lender), terminate the facilities, demand immediate repayment of any outstanding amounts, and foreclose on our assets. Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing.

SVB Term Loan - On December 31, 2010, pursuant to an Assumption and Amendment to Loan and Security Agreement ("Amended SVB Loan Agreement"), the Company borrowed $3.0 million from Silicon Valley Bank (“SVB”). The SVB Term Loan was due in 36 equal monthly installments of principal plus interest beginning on February 1, 2011. The SVB Term Loan is secured by substantially all of the assets of the Company except for the assets of Apex.  On May 20, 2011, pursuant to a Consent and Amendment to Loan and Security Agreement (“Amendment”), the maturity date was amended to April 30, 2012, with the remaining principal due on that date to be paid as a balloon payment.  On September 27, 2011, the agreement was amended and certain covenants were replaced or modified resulting in the Company being in full compliance at September 30, 2011. The principal amount outstanding under the Term Loan accrues interest at a fixed rate equal to 9% per annum. In addition, a final payment equal to 2% of the aggregate amount of the Term Loan is due on the earlier of the maturity date or the date the Term Loan is prepaid. This final payment of $60,000 has been recorded as a discount to the SVB Term Loan, which was amortized to interest expense through December 2013, using the effective interest method.

The Amended SVB Loan Agreement includes various customary covenants, limitations and events of default. Financial covenants, among others, include liquidity and fixed charge coverage ratios, minimum tangible net worth requirements and limitations on indebtedness.   As of June 30, 2014, the Company was in compliance with the tangible Net Worth financial covenant and had available a $1.0 million cushion over the requirement.  The Company currently believes that at the time of this filing it is compliant with the terms and provisions of its SVB lending agreement and expects to continue to meet the requirements of our SVB financial covenants over the short and long term.  Should the Company continue to incur losses in a manner consistent with its recent historical financial performance, the Company will violate this covenant without additional net capital raises in amounts that are approximately twice the amount of the losses incurred.

On February 27, 2013, the Company amended the Loan and Security Agreement which provided an additional term loan (the “SVB Term Loan 2”) of $1,000,000. The new term loan is due in 36 monthly installments of principal plus accrued interest beginning on April 1, 2013. The additional term loan accrues interest at 7.5% per annum. As of June 30, 2014 and December 31, 2013, the outstanding balance on the SVB Term Loan 2 was approximately $556,000 and $722,000, respectively.

For the six months ended June 30, 2014 and 2013, the Company’s interest expense on the term debt, including amortization of deferred financing costs, was approximately $216,000 and $301,000, respectively.

In the event either or both RBC Loan Agreement and/or the BDC Loan Agreement were deemed to be in default, then the Amended SVB Loan agreement would be in default, which could, among other things, terminate the facility and term loan, demand immediate repayment of any outstanding amounts, and foreclose on our assets.  Any such action would require us to curtail or cease operations, as the Company does not currently have alternative sources of financing.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2014

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue two classes of stock designated as common stock and preferred stock.  As of June 30, 2014, the Company is authorized to issue 110,000,000 total shares of stock.  Of that amount, 100,000,000 shares are common stock, each having a par value of $0.001.  The remaining 10,000,000 shares are preferred stock, each having a par value of $0.001, of which 500,000 shares are designated as Series A Preferred Stock, of which 269,608 are issued and outstanding, 500,000 shares are designated as Series B Preferred Stock, of which 131,347 are issued and outstanding, 4,000,000 shares are designated as Series D Preferred Stock, of which 730,357 shares are issued and outstanding, and 2,000,000 are designated as Series E Preferred Stock, of which 416,533 shares are issued and outstanding.

(a) Cumulative Convertible Preferred Stock

A summary of preferred stock outstanding as of June 30, 2014 is as follows (in thousands, except share data):

Description
Series A Preferred, $0.001 par value per share, 500,000 shares designated,
269,608 shares issued and outstanding, liquidation preference of $975
plus cumulative dividends of $402	$	1,377
Series B Preferred, $0.001 par value per share, 500,000 shares designated,
131,347 shares issued and outstanding, liquidation preference of $380
plus cumulative dividends of $108		488
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated,
730,357 shares issued and outstanding (net of $1,374 in issuance costs),
liquidation preference of $7,449 plus cumulative imputed dividends and
beneficial conversion feature of $1,558		7,439
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated,
416,533 shares issued and outstanding (net of $875 in issuance costs),
liquidation preference of $4,269 plus cumulative imputed dividends of $54		3,345
Total convertible preferred stock	$	12,649

Series A Preferred Stock and Series B Preferred Stock

The holders of the Series A and Series B Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, dividends at an annual rate of 8% of the stated value. The stated value of the Series A Preferred is $4.00 per share and the stated value of the Series B Preferred is $3.20 per share. Dividends shall be cumulative and shall accrue on each share of the outstanding preferred stock from the date of its issue.

The holders of the Series A and Series B Preferred Stock have no voting rights except on matters affecting their rights or preferences. Subject to the rights of the Series D Preferred Stock, upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A (subject to the rights of the Series B Preferred) and Series B Preferred Stock shall be entitled to receive an amount equal to the stated value per share of $4.00 and $3.20, respectively, plus any accrued and unpaid dividends before any payments shall be made to the holders of any common stock or hereinafter issued preferred stock. The Series A Preferred Stock has preference over the Series B Preferred Stock in liquidation.

Each share of Series A Preferred Stock is convertible, at the option of the holder, at a conversion price of $4.00 per share. Each share of Series B Preferred Stock is convertible, at the option of the holder, at a conversion price of $3.20 per share.

Series C Preferred Stock

On December 20, 2012, all issued and outstanding shares of Series C Preferred Stock were redeemed using the proceeds generated from the sale of the Series D Preferred Stock.

In connection with the sale of Series E Preferred Stock, on November 12, 2013, the Company filed a Certificate of Elimination of Series C Preferred Stock (the “Series C Certificate of Elimination”), pursuant to which, the 5,000,000 shares of the Company’s preferred stock that had been designated as Series C Preferred Stock were returned to the status of blank check preferred stock.

Series D Preferred Stock

On December 20, 2012, we filed a Certificate of Designation of Series D Preferred Shares (the “Series D Certificate of Designation”) with the Secretary of State of Delaware.  Pursuant to the Series D Certificate of Designation, we designated 4,000,000 shares of our preferred stock as Series D Preferred Stock.  The Series D Preferred Stock has a Stated Value of $10.00 per share, votes on an as-converted basis with the common stock, and is convertible, at the option of the holder, into such number of shares of our common stock equal to the number of shares of Series D Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion.  The initial Conversion Price is $1.00, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions.  As a result of the private placement closed on August 15, 2013 and August 21, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.90.  As a result of the private placement closed on November 12, 2013 and November 22, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.71.  As a result of the reduction in conversion price, the Company recorded a contingent beneficial conversion feature of $1.3 million.  The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue.  We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company’s common stock for the five prior consecutive trading days.  On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 26,157 shares of Series D Preferred Stock.  The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013.  As those shares were not issued until April 2014, they have not been included in the Series D Preferred Stock balance at December 31, 2013.  As such, the Company recorded a dividend payable in Current Liabilities in the in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $213,000.  Additionally, on December 31, 2013, cash dividends of $351 were accrued for fractional share dividends not paid-in-kind.  In April 2014, the Company issued 26,157 Series D Preferred Stock PIK dividend shares, for previously accrued dividends.  On July 22, 2014, the Company paid a cash dividend of $146,000 on the Series D Preferred Stock for the period from April 1, 2014 to June 30, 2014. Such amount is accrued for in Current Liabilities at June 30, 2014 in the accompanying unaudited condensed consolidated balance sheet.

Upon any liquidation, dissolution or winding-up of our Company, holders of Series D Preferred Stock will be entitled to receive, for each share of Series D Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock.

In addition, commencing on the trading day on which the closing price of the common stock is greater than $2.00 for thirty consecutive trading days with a minimum average daily trading volume of at least 5,000 shares for such period, and at any time thereafter, the Company may, in its sole discretion, effect the conversion of all of the outstanding shares of Series D Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended).

The Series D Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (December 31, 2012), and requires the registration statement to become effective within 90 days thereafter.  The initial registration statement was filed on February 12, 2013.  If the registration statement is not declared effective by May 12, 2013, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective.  In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor.  On July 30, 2013, the registration statement was declared effective by the SEC.  On October 15, 2013, the Company paid liquidated damages of $18,000.

Pursuant to the Series D Certificate of Designation, commencing two years from the termination or expiration of the offering of the Series D Preferred Stock (which termination occurred on December 31, 2012), and at any time thereafter, the Company in its sole discretion may redeem all of the outstanding shares of Series D Preferred Stock at a purchase price of $10.00 per share plus any accrued but unpaid dividends.

Series E Preferred Stock

In November 2013, the Company issued 409,000 shares of Series E Preferred for cash consideration totaling $4,090,000. In conjunction with the issuance, the Company incurred issuance costs totaling $875,000, consisting of placement fees of $327,000, legal and other expenses of $270,000, and issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model. The fair value calculation was prepared using the following assumptions: Stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0.

On November 12, 2013, the Company filed a Certificate of Designation of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series E Certificate of Designation, we designated 2,000,000 shares of the Company’s preferred stock as Series E Preferred Stock. The Series E Preferred Stock has a Stated Value of $10.00 per share, does not have voting rights, and is convertible, at the option of the holder, into such number of shares of common stock equal to the number of shares of Series E Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion.  The initial Conversion Price is $0.50, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions.  

The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company’s Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days.  On January 1, 2014, the Board of Directors declared a PIK dividend payable in the form of 7,533 shares of Series E Preferred Stock.  The dividends were payable to holders of record as of December 31, 2013 for accrued dividends for the period of October 1, 2013 to December 31, 2013.  As those shares were not issued until April 2014, they have not been included in the Series E Preferred Stock balance at December 31, 2013.  As such, the Company recorded a dividend payable in Current Liabilities in the Condensed Consolidated Balance Sheet at December 31, 2013 at an estimated fair value of $75,000.  Additionally, on December 31, 2013, cash dividends of $561 were accrued for fractional share dividends not paid-in-kind.  In April 2014, the Company issued 7,533 Series E Preferred Stock PIK dividend shares, for previously accrued dividends.  On July 22, 2014, the Company paid a cash dividend of $104,000 on the Series E Preferred Stock for the period from April 1, 2014 to June 30, 2014. Such amount is accrued for in Current Liabilities at June 30, 2014 in the accompanying unaudited condensed consolidated balance sheet.

Upon any liquidation, dissolution or winding-up of our Company, holders of Series E Preferred Stock will be entitled to receive (following payment in full of amounts owed to in respect of the Company’s Series D Preferred Stock), for each share of Series E Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock.

In addition, commencing on the trading day on which the closing price of the common stock is greater than $1.35 for thirty consecutive trading days with a minimum average daily trading volume of at least 10,000 shares for such period, and at any time thereafter, the Company may, in our sole discretion, effect the conversion of all of the outstanding shares of Series E Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended).

The Series E Preferred Stock also contains registration rights which compel the Company to file a registration statement with the SEC within 60 days of the final closing date (November 22, 2013), and requires the registration statement to become effective within 90 days thereafter.  The initial registration statement was filed on January 10, 2014.  If the registration statement is not declared effective by January 21, 2014, a partial liquidated damage equal to 0.1% of the purchase price paid by each investor shall be payable on each monthly anniversary until the registration statement becomes effective.  In no event shall the partial liquidated damage exceed 0.6% of the purchase price paid by each investor.  On January 22, 2014, the registration statement was declared effective by the SEC.

On November 12, 2013, we filed Amendment No. 2 to our Certificate of Designation of Series A Preferred Stock (the “Series A Amendment”), and Amendment No. 2 to our Certificate of Designation of Series B Preferred Stock (the “Series B Amendment”). Pursuant to the Series A Amendment and the Series B Amendment, the Series A Preferred Stock and the Series B Preferred Stock will be subordinate to the Series E Preferred Stock with respect to any distributions upon any liquidation, dissolution or winding-up of our Company, respectively.

 (b) Common Stock

For the six months ended June 30, 2014

There were no common stock issuances for the six months ended June 30, 2014.

For the year ended December 31, 2013

On April 26, 2013, the Company issued 70,207 shares of its common stock to 3 employees as part of a specified portion of their regular annual cash bonus.  The shares were valued at $83,000 and were recorded as part of selling, general and administrative expenses in the consolidated statement of operations and comprehensive loss as of December 31, 2013.

On August 15, 2013, the Company entered into a purchase agreement with multiple accredited investors relating to the issuance and sale of Common Stock in a private offering.  On August 15, 2013, the initial closing date (the “Initial Closing”) of the purchase agreement, we sold (i) an aggregate of 2,594,000 shares of our Common Stock for $0.60 per share and (ii) Common Stock Purchase Warrants (the “Investor Warrants”) for the purchase of an aggregate of 1,297,000 shares for aggregate gross proceeds of $1,556,400.  The Investor Warrants have a five-year term, an exercise price of $1.00 and contain certain provisions for anti-dilution and price adjustments in the event of a future offering.

On August 21, 2013, the final closing date (the “Final Closing”) of the Purchase Agreement, we sold (i) an aggregate of 333,333 shares of our Common Stock for $0.60 per share and (ii) 166,667 Investor Warrants for aggregate gross proceeds of $200,000.

For a period commencing on the Initial Closing and terminating on a date which is 24 months from the Initial Closing, in the event the Company issues or grants any shares of Common Stock or securities convertible, exchangeable or exercisable for shares of Common Stock pursuant to which shares of Common Stock may be acquired at a price less than $0.60 per share, then the Company shall promptly issue additional shares of Common Stock to the investors under the Purchase Agreement in an amount sufficient that the subscription price paid, when divided by the total number of shares issued (shares purchased under the Purchase Agreement plus the additional shares issued under this provision), will result in an actual price paid by the Subscriber per share of Common Stock equal to such lower price.

On December 10, 2013, the Company issued 585,467 shares of its common stock as a result of the anti-dilution adjustment triggered by the sale of Series E Preferred Shares.  The common stock issued to investors at the closings on August 15, 2013 and August 21, 2013 contained certain price protection provisions.  These price protections are considered embedded options to contingently acquire common stock that are clearly and closely related to the host common stock and are therefore not bifurcated.  The shares issued were valued at $263,000 and were recorded as deemed dividend as of December 31, 2013.

If the Company at any time while the Investor Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock (as, at an effective price per share less than the exercise price of the Investor Warrants then in effect, the exercise price of the Investor Warrants will be reduced to equal to such lower price.

As a result of the sale of Series E Preferred Shares described above, the conversion price of the Investor Warrants was reduced to $0.50 per share on November 12, 2013.

Pursuant to the purchase agreement, we agreed to, within 30 days of August 21, 2013, file a registration statement (the “Common Stock Registration Statement”) with the SEC covering the re-sale of the Common Shares and the shares of common stock underlying the Investor Warrants.  We also agreed to use its best efforts to have the Common Stock Registration Statement become effective as soon as possible after filing (and in any event within 120 days of the filing of such Common Stock Registration Statement).  If the Common Stock Registration Statement is not declared effective within the requisite period of time, a partial liquidated damage equal to 0.2% of the purchase price paid by each investor shall be payable on each monthly anniversary until it becomes effective.  In no event shall the partial liquidated damage exceed 10% of the purchase price paid by each investor.  On October 4, 2013, the Common Stock Registration Statement was declared effective by the SEC.

The Company paid the placement agent $175,600 in commissions (equal to 10% of the gross proceeds), and issued to the placement agent five-year warrants (the “Placement Agent Warrants”) to purchase 292,733 shares of our common stock (equal to 10% of the number of shares of common stock sold under the purchase agreement).  The Placement Agent Warrants have a five-year term, an exercise price of $0.60 and contain provisions for anti-dilution and price adjustments in the event of a future offering.

If the Company at any time while the Placement Agent Warrants are outstanding, shall sell or grant an option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue any common stock or securities convertible, exchangeable or exercisable for shares of common stock, at an effective price per share less than the exercise price of the Placement Agent Warrants then in effect, the exercise price of the Placement Agent Warrants will be reduced to equal to such lower price.  As a result of the sale of Series E Preferred Shares described above, the conversion price of the Placement Agent Warrants was reduced to $0.50 per share on November 12, 2013.

The Company recorded the Investor Warrants and Placement Agent Warrants as a liability (see further disclosure at Note 4).  Accordingly, the net proceeds raised ($1.7 million in gross offering proceeds, net of $0.2 million in cost), were allocated to the fair value of the warrant liability of $1.1 million and the remainder was recorded as equity ($0.4 million).

(c) Warrants

For the six months ended June 30, 2014

There were no warrant issuances for the six months ended June 30, 2014.

For the year ended December 31, 2013

On August 15, 2013 and August 21, 2013, the Company issued 1,463,667 Investor Warrants and 292,733 Placement Agent Warrants as discussed above. The exercise price of the Investor Warrants and the Placement Agent Warrants will be adjusted in the event of future issuances of the Company’s Common Stock at prices below the exercise price then in effect (“down-round” protection).  The Company evaluated the following guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in Entity’s Own Equity.  Based on this guidance, the Company’s management concluded these instruments are to be accounted for as liabilities instead of equity due to the down-round protection feature available on the exercise price of the Warrants. The Company recognized these Warrants as liabilities at their fair value and will re-measure them at fair value on each reporting date. ASC 820 Fair Value Measurement provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition (see Note 2).  Fair values for warrants are determined using the Monte-Carlo Simulation Model valuation technique. The Monte-Carlo Simulation Model valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to expected conversion.  In addition, management assessed the probabilities of future financing assumptions.

As of August 15, 2013 and August 21, 2013, the dates of issuance, we recorded the warrant liability at $1,099,000.  At December 31, 2013, the warrants were re-valued with a fair value of $803,000.  At June 30, 2014, the warrants were revalued with a fair value of $637,000 with the difference of $166,000 recorded in the Company’s Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss for the six months ended June 30, 2014

On November 12, 2013 and November 22, 2013 in connection with the sale of Series E Preferred Stock, the Company issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share provided to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model.  The fair value calculation was prepared using the following assumptions: stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0.

The following table summarizes information about the Company’s outstanding common stock warrants as of June 30, 2014:

					Total				Weighted
					Warrants		Total		Average
	Date		Strike		Outstanding		Exercise		Exercise
	Issued	Expiration	Price		and Exercisable		Price		Price
Senior Subordinated Notes	Dec-09	Dec-14	$	3.62		138,260	$	500,000
Senior Subordinated Notes	Dec-09	Dec-14		4.34		138,260		600,000
Placement Agent Preferred Stock - Class D	Dec-12	Dec-17		1.10		704,200		774,620
Common Stock Investor Warrants  *	Aug-13	Aug-18		0.50		1,463,667		731,834
Placement Agent Warrants - Common Stock  *	Aug-13	Aug-18		0.50		292,733		146,367
Placement Agent Preferred Stock - Class E	Nov-13	Nov-18		0.55		818,000		449,900
						3,555,120	$	3,202,721	$	0.90
*  warrants classified as liabilities

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Stock Option Plan

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK OPTION PLAN

NOTE 11 - STOCK OPTION PLAN

In December 2010, the Company established the 2010 Stock Option Plan (the “Plan”).  The Plan authorizes the issuance of 1,000,000 shares of common stock. Pursuant to the terms of the August 16, 2010 merger agreement, the Company assumed all of Old DecisionPoint’s obligations under their outstanding stock option plans.

The Plan is administered by the Board of Directors, or a committee appointed by the Board of Directors, which determines recipients and types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule.  The term of stock options granted under the Plans cannot exceed ten years.  Options shall not have an exercise price less than 100% of the fair market value of the Company’s common stock on the grant date, and generally vest over a period of five years.  If the individual possesses more than 10% of the combined voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the fair market of a share of common stock on the date of grant.

A summary of the status of the Plans as of June 30, 2014, and information with respect to the changes in options outstanding is as follows:

							Weighted -
	Options						Average		Aggregate
	Available			Options			Exercise		Intrinsic
	for Grant			Outstanding			Price		Value
December 31, 2013		195,495			804,505		$	1.39	$	-
Granted		(183,648	)		183,648			0.50		-
Exercised		-			-			-		-
Forfeited		251,471			(251,471	)		2.05		-
June 30, 2014		263,318			736,682		$	1.11	$	-
Exercisable options at June 30, 2014					570,921		$	1.14	$	-

The following table summarizes information about stock options outstanding as of June 30, 2014:

		Options Outstanding						Options Exercisable
				Weighted-						Weighted-
				Average		Weighted-				Average		Weighted-
Range of				Remaining		Average				Remaining		Average
Exercise		Number		Contractual		Exercise		Number		Contractual		Exercise
Prices		Outstanding		Life (Years)		Price		Exercisable		Life (Years)		Price
$	0.46 - 0.53		443,648		2.52	$	0.50		330,440		2.53	$	0.49
$	1.33 - 2.03		136,272		2.51		1.90		130,176		2.51		1.90
$	2.06 - 4.34		156,762		6.84		2.16		110,305		6.78		2.16
Total			736,682		3.44	$	1.11		570,921		3.35	$	1.14

No awards were exercised during the six months ended June 30, 2014 and 2013, respectively.  The total fair value of awards vested for the six months ended June 30, 2014 and 2013 was $52,000 and $40,000, respectively.

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the required service period, which is generally equal to the vesting period.  The fair value of options granted to directors during the six months ended June 30, 2014, was $58,000 (no options were granted during the six months ended June 30, 2013).  The fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:

	For the Six Months Ended
	June 30,
	2014			2013
Expected term	1.50 years				N/A
Expected volatility		143.49	%		N/A
Dividend yield		0	%		N/A
Risk-free interest rate		0.27	%		N/A

The Company estimates expected volatility using historical volatility of its common stock over a period equal to the expected life of the options.  The expected term of the awards represents the period of time that the awards are expected to be outstanding.  Management considered expectations for the future to estimate employee exercise and post-vest termination behavior.  The Company does not intend to pay common stock dividends in the foreseeable future, and therefore has assumed a dividend yield of zero.  The risk-free interest rate is the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected term of the awards.

Employee and director stock-based compensation costs for the six months ended June 30, 2014 and 2013, was $50,000 and $21,000, respectively, and is included in selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations.  As of June 30, 2014, total unrecognized estimated employee compensation cost related to stock options granted prior to that date was $83,000 which is expected to be recognized over a weighted-average vesting period of 1.62 years.

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Business Combinations (Detail Textuals) (Asset purchase agreement, Illume Mobile, USD $)	1 Months Ended
	Jul. 31, 2012
Asset purchase agreement | Illume Mobile
Acquisition Of Illume Mobile [Line Items]
Total purchase consideration	$ 1,000,000
Purchase consideration, cash paid	250,000
Purchase consideration, value of shares issued	750,000
Purchase consideration, number of shares issued	617,284
Value of shares issued in conjunction with the acquisition	697,531
Additional earn out payment to be paid	$ 500,000
Percentage of additional payment to be paid in cash	50.00%
Percentage of additional payment to be paid in form of shares	50.00%

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Esop Plan (Detail Textuals) (Employee Stock Ownership Plan (the "ESOP"), USD $)	6 Months Ended
	Jun. 30, 2014
Employee Stock Ownership Plan (the "ESOP")
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items]
Contribution expense	$ 89,000
ESOP principal payment	73,000
ESOP interest expenses	16,000
ESOP compensation expenses	$ 46,000
Fair value of the shares	$ 0.47

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Warrant Liability (Tables)

6 Months Ended

Jun. 30, 2014

Warrant Liability [Abstract]

Schedule of warrant liabilities valued at the closing dates of common stock purchase agreement

	Placement Agent Warrants						Investor Warrants
Warrants	June 30, 2014			December 31, 2013			June 30, 2014			December 31, 2013
Closing price per share of common stock	$	0.46		$	0.53		$	0.46		$	0.53
Exercise price per share (range)		0.50			0.50			0.50			0.50
Expected volatility		125.2	%		123.5	%		125.2%-125.4	%		123.5	%
Risk-free interest rate		1.3	%		1.6	%		1.3	%		1.6	%
Dividend yield		-			-			-			-
Remaining expected term of underlying securities (years)		4.1			4.6			4.1			4.6

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details 1) (Warrant [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability recorded for business combinations	$ 385	$ 468
Fair value of warrants issued in connection with share purchase agreement	552	803
Ending Balance	1,022	1,271
Quoted prices in active markets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability recorded for business combinations
Fair value of warrants issued in connection with share purchase agreement
Ending Balance
Significant other observable inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability recorded for business combinations
Fair value of warrants issued in connection with share purchase agreement
Ending Balance
Significant other unobservable inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability recorded for business combinations	385	468
Fair value of warrants issued in connection with share purchase agreement	637	803
Ending Balance	$ 1,022	$ 1,271

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Stockholders' Equity - Common Stock (Detail Textuals 2) (USD $)	0 Months Ended	3 Months Ended		6 Months Ended				6 Months Ended				0 Months Ended					0 Months Ended			0 Months Ended	6 Months Ended			0 Months Ended		0 Months Ended
	Apr. 26, 2013 Employee	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Aug. 15, 2013	Jun. 30, 2014 Warrant [Member]	Aug. 16, 2013 Warrant [Member]	Oct. 31, 2013 Subsequent Event [Member]	Oct. 31, 2013 Subsequent Event [Member] Warrant [Member]	Aug. 16, 2013 Private Placement [Member] Warrant [Member]	Oct. 31, 2013 Private Placement [Member] Subsequent Event [Member] Warrant [Member]	Jun. 30, 2014 Purchase Agreement [Member]	Aug. 21, 2013 Purchase Agreement [Member] Private Placement [Member]	Aug. 15, 2013 Purchase Agreement [Member] Private Placement [Member]	Dec. 10, 2013 Series E Preferred Stock [Member]	Nov. 12, 2013 Series E Preferred Stock [Member]	Nov. 12, 2013 Series E Preferred Stock [Member] Warrant [Member]	Aug. 15, 2013 Placement Agent Warrants [Member]	Jun. 30, 2014 Placement Agent Warrants [Member]	Aug. 15, 2013 Placement Agent Warrants [Member] Warrant [Member]	Aug. 15, 2013 Placement Agent Warrants [Member] Purchase Agreement [Member]	Aug. 15, 2013 Investor Warrants [Member]	Aug. 21, 2013 Investor Warrants [Member] Warrant [Member]	Aug. 21, 2013 Investor Warrants [Member] Purchase Agreement [Member]	Aug. 15, 2013 Investor Warrants [Member] Purchase Agreement [Member]	Apr. 26, 2013 Selling, General and Administrative Expenses Common Stock
Business Acquisition [Line Items]
Common stock, shares issued		12,883,446		12,883,446		12,883,446												818,000				1,463,667	292,733		292,733		1,463,667
Common stock issued during period, value																	$ 263,000											$ 83,000
Common stock issued during period, Shares	70,207																585,467
Number of employees	3
Aggregate number of common stock sold															333,333	2,594,000
Sale of stock price per Share							$ 0.60								$ 0.60	$ 0.60
Gross proceeds from private placement				1,502,000								1,500,000														200,000	1,556,400
Exercise price of warrants								$ 0.90	$ 1			$ 0.60				$ 1		$ 0.50	$ 0.55		$ 0.60
Purchase of aggregate shares by investor warrants sold																1,297,000
Term of warrants																				5 years	5 years			5 years
Investor warrants sold									1,099,000						166,667
Common stock purchase price per share, Minimum														$ 0.60
Common stock, shared authorized		100,000,000		100,000,000		100,000,000
Placement agent commision, Value																					175,600
Placement agent fees percentage												10.00%									10.00%
Common stock purchased by Warrants																					292,733
Gross proceeds from warrants offering								1,700,000
Issuance costs, Net								200,000
fair value of the warrant liability		84,000		(166,000)				637,000										278,000						803,000
Balance of warrant liability recorded as equity								$ 400,000

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Term Debt - RBC Term Loan (Detail Textuals)

6 Months Ended

1 Months Ended

0 Months Ended

6 Months Ended

Jun. 30, 2014

USD ($)

Jun. 30, 2013

USD ($)

Jun. 30, 2014

RBC term loan

Jul. 31, 2012

Apex

RBC term loan

Line of credit

CAD

Jun. 04, 2012

Apex

RBC term loan

Line of credit

CAD

Jun. 30, 2014

Apex

RBC term loan

Term credit facility

Jun. 04, 2012

Apex

RBC term loan

Term credit facility

USD ($)

Jun. 04, 2012

Apex

RBC term loan

Term credit facility

CAD

Jun. 30, 2014

Apex

RBC term loan

Term credit facility

USD ($)

Dec. 31, 2013

Apex

RBC term loan

Term credit facility

USD ($)

Oct. 31, 2013

Apex

RBC term loan

Term credit facility

USD ($)

Jun. 30, 2014

Other assets

USD ($)

Dec. 31, 2013

Other assets

USD ($)

Debt Instrument [Line Items]

Unamortized deferred financing costs

$ 34,000

$ 48,000

Aggregate amount of credit facility

2,750,000

2,401,000

2,500,000

Term Loan, Interest percentage

7.00%

4.00%

4.00%

Principal and interest payable period

3 years

Fixed principal amount

70,000

Frequency of repayment

Monthly

Financing costs paid

100,000

119,000

120,000

Period of payment for mandatory repayments

30 days

Estimated amount of term loan included in current portion of debt

$ (1,095,000)

$ 0

$ 0

Term loan and financial covenant, Description

On August 16, 2013 the RBC Credit Agreement was amended and certain financial covenants were modified.  Pursuant to the amended credit agreement and commencing with the fiscal year ended December 31, 2013, the Company is required to maintain a fixed coverage ratio, calculated on a consolidated basis of not less than 1.15:1 with a step-up to 1.25:1 as of March 31, 2014, tested on a rolling four quarter basis thereafter and a ratio of funded debt to EBITDA, calculated on an annual consolidated basis of not greater than 3.0:1, tested on a rolling four quarter basis thereafter.

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Unaudited Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net loss	$ (132)	$ (3,218)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	911	995
Amortization of deferred financing costs and note discount	79	106
Employee and Director stock-based compensation	50	9
Change in fair value of warrants	(166)
ESOP compensation expense	26	69
Allowance for doubtful accounts	(36)	42
Loss on disposal of property and equipment		4
Deferred taxes. net	(9)
Changes in operating assets and liabilities:
Accounts receivable	892	2,850
Due from related party	188
Inventory, net	852	(40)
Deferred costs	(55)	71
Prepaid expenses and other current assets	188	(318)
Other assets, net	10	4
Accounts payable	(1,331)	(169)
Accrued expenses and other current liabilities	(47)	(19)
Due to related parties	37
Unearned revenue	(388)	(229)
Net cash provided by operating activities	1,069	157
Cash flows from investing activities
Purchases of property and equipment	(37)	(11)
Net cash used in investing activities	(37)	(11)
Cash flows from financing activities
(Repayments) borrowings from lines of credit, net	758	(700)
Proceeds from issuance of term debt		1,000
Repayment of debt	(546)	(1,018)
Paid financing costs	(100)	(119)
Dividends paid	(247)	(154)
Payments for contingent aquisition liability	(84)
Net cash used in by financing activities	(219)	(991)
Effect on cash of foreign currency translation	(34)	8
Net increase (decrease) in cash	779	(837)
Cash at beginning of period	641	1,103
Cash at end of period	1,420	266
Supplemental disclosures of cash flow information:
Interest paid	456	502
Income taxes paid	31	33
Supplemental disclosure of non-cash financing activities:
Accrued and imputed dividends on preferred stock	$ 663	$ 438

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Business Combinations

6 Months Ended

Jun. 30, 2014

Business Combinations [Abstract]

BUSINESS COMBINATIONS

NOTE 5 – BUSINESS COMBINATIONS

Illume Mobile

On July 31, 2012 (“Illume Closing Date”), the Company consummated an asset purchase agreement (“Asset Purchase Agreement”) with MacroSolve, Inc.  Pursuant to the Asset Purchase Agreement, the Company purchased the business (including substantially all the related assets) of the seller’s Illume Mobile division (“Illume Mobile”), based in Tulsa, Oklahoma.  Founded in 1996, Illume Mobile is a mobile business solutions provider that serves mobile products and platforms.  Illume Mobile’s initial core business is the development and integration of business applications for mobile environments.  The Company accounted for the transaction using the purchase method of accounting and the operating results for Illume Mobile have been consolidated into the Company’s results of operations beginning on August 1, 2012.

In consideration for the business of Illume Mobile, the Company paid $1,000,000, of which $250,000 was paid in cash and $750,000 was paid in the form of 617,284 shares of the Company’s common stock.  The Company valued the shares issued in conjunction with the acquisition at $697,531.

Pursuant to the Asset Purchase Agreement, the Company could have been required to make an additional payment (“Earn-Out Payment”) to the seller of up to $500,000 of which 50% would be payable in cash, and 50% would be in shares of the common stock of the Company.  In 2013, it was determined there was not an Earn-Out Payment obligation due under the Asset Purchase Agreement. The Company continues to recognize no Earn-Out Payment obligation in 2014.

Apex

On June 4, 2012 (the “Apex Closing Date”), pursuant to a Stock Purchase Agreement (the “Apex Purchase Agreement”), the Company acquired all of the issued and outstanding shares of Apex, a corporation organized under the laws of the Province of Ontario, Canada.  Apex is a provider of wireless mobile work force software solutions.  Its suite of products utilizes the latest technologies to empower the mobile worker in many areas including merchandising, sales and delivery; field service; logistics and transportation; and, warehouse management.  Its clients are North American companies that are household names whose products and services are used daily to feed, transport, entertain and care for people throughout the world.  The Company accounted for the transaction using the purchase method of accounting and the operating results for Apex have been consolidated into the Company’s results of operations beginning on June 5, 2012.

In consideration for the shares of Apex, the Company paid CDN$5,000,000 (US$4,801,000 at the Closing Date) (the “Apex Closing Amount”) in cash.  The Company may be required to pay up to an undiscounted amount of CDN$3,500,000 (US$3,360,700 at the Closing Date) in consideration for Apex achieving certain levels of adjusted earnings before interest, depreciation, taxes and amortization (the “EBITDA”), as defined by the Apex Purchase Agreement, in the period ended July 2013.  The fair value of the earn-out (the “Apex Earn-Out Payment”) was calculated to be approximately CDN$1,076,000 (US$1,033,000 at the Closing Date).  At September 30, 2013, the calculated Apex Earn-Out Payment due under the Apex Purchase Agreement was CDN$341,000 (US$331,000).  The adjustment of CDN$735,000 (US$713,000) was recorded as a separate component of operating expenses in the unaudited condensed consolidated statement of operations and comprehensive loss as of September 30, 2013.  On June 9, 2014, the accounting expert issued their final report and the fair value of the Apex Earn-Out Payment was calculated to be CDN$400,000 of which CDN$89,000 (US$84,000) (22.22%) was paid in cash and CDN$311,000 (US$291,000) (77.78%) payable in the form of a convertible promissory note.  As of June 30, 2014, there is CDN$311,000 (US$291,000) recorded in earn out consideration in the unaudited condensed consolidated financial statements (see Note 12).  The convertible promissory note is expected to be executed in the third quarter of 2014.

As part of the Apex Purchase Agreement, the Company is obligated to pay bonus consideration to the CEO of Apex. Such bonus is considered additional contingent purchase consideration as the Company is obligated to pay the bonus regardless of whether or not the CEO’s employment is retained.  The fair value of the bonus was calculated to be approximately CDN$160,000 (US$153,000 at the Closing Date).  At June 30, 2014 there is CDN$101,000 (US$94,000) recorded in earn out consideration in the Company’s unaudited condensed consolidated financial statements.

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Basis of Presentation, Liquidity and Summary of Significant Accounting Policies (Details 2) (USD $)	3 Months Ended		6 Months Ended						6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014 Warrant [Member]	Dec. 31, 2013 Warrant [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 3 [Member] Warrant [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 3 [Member] Warrant [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 3 [Member] Derivative warrants [Member]	Jun. 30, 2014 Fair Value, Inputs, Level 3 [Member] Contingent consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis [Line Items]
Balance at December 31, 2013					$ 552,000	$ 803,000	$ 637,000	$ 803,000	$ 803,000	$ 468,000
Adjustments to fair value of warrants (reflected in other income)	84,000		(166,000)						(166,000)
Cash paid for contingent acqusition liability			(84,000)							(84,000)
Effect of currency translation										1,000
Balance at March 31, 2014					$ 552,000	$ 803,000	$ 637,000	$ 803,000	$ 637,000	$ 385,000

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Goodwill and Intangible Assets (Detail Textuals) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Goodwill and Intangible Assets [Abstract]
Effect of foreign currency translation on goodwill	$ 6
Effect of foreign currency translation on intangible assets	$ (8)

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Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2014

Loss Per Common Share [Abstract]

Schedule of potentially dilutive securities

	Six Months Ended June 30,
	2014		2013
Convertible preferred stock - Series A		270		270
Convertible preferred stock - Series B		131		131
Convertible preferred stock - Series D		10,287		7,042
Convertible preferred stock - Series E		8,330		-
Warrants to purchase common stock		3,555		981
Options to purchase common stock		737		544
Total potentially dilutive securities		23,310		8,968