Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 20, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'NEOMEDIA TECHNOLOGIES INC | ' |
Entity Central Index Key | '0001022701 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'NEOM | ' |
Entity Common Stock, Shares Outstanding | ' | 3,454,429,862 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $170 | $267 |
Accounts receivable | 215 | 295 |
Prepaid expenses and other current assets | 50 | 107 |
Total current assets | 435 | 669 |
Property and equipment, net | 1 | 5 |
Goodwill | 3,418 | 3,418 |
Patents and other intangible assets, net | 1,017 | 1,213 |
Other long-term assets | 20 | 0 |
Total assets | 4,891 | 5,305 |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ' | ' |
Accounts payable | 395 | 236 |
Accrued expenses | 368 | 291 |
Deferred revenues and customer prepayments | 1,511 | 2,252 |
Notes payable | 242 | 56 |
Derivative financial instruments - warrants | 2 | 620 |
Derivative financial instruments - Series C and D preferred stock and debentures payable | 22 | 296 |
Debentures payable - carried at fair value | 35,788 | 38,250 |
Total current liabilities | 38,328 | 42,001 |
Commitments and contingencies | ' | ' |
Preferred stock | 4,705 | 5,164 |
Shareholders' deficit: | ' | ' |
Common stock, no par value, 7,500,000,000 shares authorized, 2,818,464,157 and 332,321,819 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively | 4,985 | 4,985 |
Additional paid in capital | 192,164 | 190,946 |
Accumulated deficit | -234,410 | -236,910 |
Accumulated other comprehensive loss | -102 | -102 |
Treasury stock, at cost, 2,012 shares of common stock | -779 | -779 |
Total shareholders' deficit | -38,142 | -41,860 |
Total liabilities and shareholders' deficit | 4,891 | 5,305 |
Series C Convertible Preferred Stock [Member] | ' | ' |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ' | ' |
Preferred stock | 4,357 | 4,816 |
Series D Convertible Preferred Stock [Member] | ' | ' |
LIABILITIES AND SHAREHOLDERS' DEFICIT | ' | ' |
Preferred stock | $348 | $348 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, shares issued | 2,818,464,157 | 332,321,819 |
Common stock, shares outstanding | 2,818,464,157 | 332,321,819 |
Treasury stock, shares | 2,012 | 2,012 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value (in dollars per share) | 0.01 | 0.01 |
Convertible preferred stock, shares authorized | 27,000 | 27,000 |
Convertible preferred stock, shares issued | 4,357 | 4,816 |
Convertible preferred stock, shares outstanding | 4,357 | 4,816 |
Preferred Stock, Liquidation Preference, Value | 4,357 | 4,816 |
Common stock, shares issued | 852,048,000 | ' |
Series D Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value (in dollars per share) | 0.01 | 0.01 |
Convertible preferred stock, shares authorized | 25,000 | 25,000 |
Convertible preferred stock, shares issued | 3,481 | 3,481 |
Convertible preferred stock, shares outstanding | 3,481 | 3,481 |
Preferred Stock, Liquidation Preference, Value | 348 | 348 |
Common stock, shares issued | 16,344,000 | ' |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue | $1,002 | $1,602 | $2,659 | $3,871 |
Cost of revenues | 193 | 300 | 438 | 600 |
Gross profit | 809 | 1,302 | 2,221 | 3,271 |
Sales and marketing expenses | 22 | 16 | 77 | 124 |
General and administrative expenses | 493 | 723 | 1,838 | 2,245 |
Research and development costs | 80 | 123 | 402 | 507 |
Other operating income | 0 | 0 | 0 | -227 |
Operating income (loss) | 214 | 440 | -96 | 622 |
Gain (loss) from change in fair value of hybrid financial instruments | -1,369 | 4,495 | -2,542 | 28,549 |
Gain (loss) from change in fair value of derivative liability - warrants | 38 | 90 | 618 | 3,514 |
Gain (loss) from change in fair value of derivative liability - Series C and D preferred stock and debentures | 29 | 31 | 273 | 2,029 |
Gain on extinguishment of Debt | 0 | 53 | 4,247 | 53 |
Interest income | 0 | 0 | 0 | 16 |
Net income/(loss) | -1,088 | 5,109 | 2,500 | 34,783 |
Deemed dividends on convertible preferred stock | 0 | 0 | 0 | -16 |
Deemed dividends on convertible debentures | 0 | -45 | 0 | -726 |
Net income (loss) available to common shareholders | -1,088 | 5,064 | 2,500 | 34,041 |
Comprehensive income (loss): | ' | ' | ' | ' |
Net income (loss) | -1,088 | 5,109 | 2,500 | 34,783 |
Foreign currency adjustment | 0 | 0 | 0 | 133 |
Comprehensive income (loss): | ($1,088) | $5,109 | $2,500 | $34,916 |
Net income (loss) per common share, basic and diluted: | ' | ' | ' | ' |
Basic (in dollars per share) | $0 | $0 | $0 | $0 |
Fully diluted (in dollars per share) | $0 | $0 | $0 | $0 |
Weighted average number of common shares: | ' | ' | ' | ' |
Basic (in shares) | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 |
Fully diluted (in shares) | 1,395,781,353 | 5,023,258,979 | 848,874,847 | 3,861,915,304 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash Flows from Operating Activities: | ' | ' |
Net income | $2,500 | $34,783 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 201 | 325 |
(Gain) loss from change in fair value of hybrid financial instruments | 2,542 | -28,549 |
(Gain) loss from change in fair value of derivative liability - warrants | -618 | -3,514 |
(Gain) loss from change in fair value of derivative liability - Series C and D preferred stock and debentures | -273 | -2,029 |
Stock-based compensation | 1 | 1 |
Gain on Extinguishment of Debt | -4,247 | -53 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 80 | -386 |
Prepaid expenses and other assets | 37 | 59 |
Accounts payable and accrued expenses | 236 | 52 |
Deferred revenues and customer prepayments | -792 | -1,225 |
Net cash used in operating activities | -333 | -536 |
Cash Flows from Investing Activities: | ' | ' |
Net cash used in investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ' | ' |
Borrowing under long-term debenture note payable | 292 | 110 |
Payments on short-term notes payable | -56 | -27 |
Net cash (used) provided by financing activities | 236 | 83 |
Effect of exchange rate changes on cash | 0 | -1 |
Net change in cash and cash equivalents | -97 | -454 |
Cash and cash equivalents, beginning of period | 267 | 611 |
Cash and cash equivalents, end of period | 170 | 157 |
Convertible Debt [Member] | ' | ' |
Non-cash financing activities: | ' | ' |
Convertible debentures converted to common stock | 758 | 4,233 |
Deemed dividend | 0 | 726 |
Series C Preferred Stock [Member] | ' | ' |
Non-cash financing activities: | ' | ' |
Preferred stock converted to common stock | 459 | 24 |
Deemed dividend | $0 | $16 |
General
General | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
Note 1 – General | |
NeoMedia Technologies, Inc. a Delaware corporation (the “Company,” “NeoMedia,” “we,” “us,” “our,” and similar terms), was founded in 1989 and is headquartered in Boulder, Colorado. We have positioned ourselves to lead the development of mobile barcode technology and services solutions that enable the mobile barcode ecosystem world-wide. NeoMedia harnesses the power of the mobile phone in innovative ways with state-of-the-art mobile barcode solutions. With this technology, mobile devices with cameras become barcode scanners, enabling a range of practical applications including mobile marketing and mobile commerce. In addition, we offer licensing of our extensive intellectual property portfolio. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||
Note 2 – Summary of Significant Accounting Policies | ||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared without audit pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. We believe these statements include all adjustments, which are of a normal and recurring nature, considered necessary for a fair presentation of the financial statements. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K filed with the SEC on March 17, 2014. The results of operations for the nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year. In addition, as we communicated in a Periodic Report on Form 8-K on July 29, 2014, we have restated certain of our financial statements by filing amendments to our previously filed Form 10-K for December 31, 2013 and the previously filed Form 10-Q for March 31, 2014. Please see the disclosure below entitled “Restatement to 2013 Interim Reporting and of the December 31, 2013 Balance Sheet” for further information as these changes in valuation methodology has affected our previously filed interim report on Form 10-Q for September 30, 2013. | ||||||||||||||
Basis of Presentation – The condensed consolidated financial statements include the accounts of NeoMedia and its wholly owned subsidiaries. We operate as one reportable segment. All intercompany accounts, transactions and profits have been eliminated in consolidation. | ||||||||||||||
Use of Estimates – The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known. | ||||||||||||||
Going Concern – We have historically incurred operating losses, and we may continue to generate negative cash flows as we implement our business plan. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net income for the nine months ended September 30, 2014 was $2.5 million as compared to net income of $34.8 million for the same period in 2013. The operating results for the nine months ended September 30, 2014 included $2.6 million of net gains related to financing instruments, and the operating results for the same period in 2013 included $34.1 million of net gains related to financing instruments. | ||||||||||||||
Net cash used in operations during the nine months ended September 30, 2014 was $333,000 as compared to net cash used in operations of $.5 million during the nine months ended September 30, 2013. As of September 30, 2014, we have an accumulated deficit of $234.4 million. We also have a working capital deficit of $37.9 million, including $35.8 million in current liabilities for our derivative and debenture financing instruments. | ||||||||||||||
We currently do not have sufficient cash or commitments for financing to sustain our operations for the next twelve months if we are unable to generate sufficient cash flows from operations. Our plan is to develop new client and customer relationships and substantially increase our revenue derived from our products/services and IP licensing. If our revenues do not reach the level anticipated in our plan, we may require additional financing in order to execute our operating plan. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition and results of operations. | ||||||||||||||
The convertible debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of shares of common stock outstanding. During the first nine months of 2014, there were 2,486,141 thousand shares of common stock issued for these conversions. We cannot predict if or when each holder may or may not elect to convert into shares of common stock. | ||||||||||||||
Our financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. | ||||||||||||||
Restatement to 2013 Interim Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the three month period ended March 31, 2014, for fair value accounting of the derivative financial instruments and debentures payable, we reassessed the valuation techniques used to estimate the liability fair values. Based on the assessment, including discussions with the third-party valuation firm assisting us with the calculation, we determined that the valuation technique should be modified to consider the potentially dilutive impact on the stock price resulting from the issuance of additional shares of common stock upon the conversion of the instruments as well as the resulting value in comparison to our market capitalization. | ||||||||||||||
We are restating the September 30, 2013 three month and nine month periods to reflect the change in valuation technique and correction of the fair value accounting of the derivative financial instruments and debentures payable. In addition, as filed on our Form 10-K/A on September 19, 2014, we also restated our December 31, 2013 Balance Sheet as it pertains to the Fair Value of our Warrants, Preferred Series C & D and Convertible Debentures to amounts as stated below from how they were reported as of December 31, 2013 in our 10-K (in thousands): | ||||||||||||||
December 31, 2013 | Adjustments | December 31, 2013 | ||||||||||||
(as previously reported) | (Restated) | |||||||||||||
Derivative Financial Instruments – warrants | $ | 684 | $ | -64 | $ | 620 | ||||||||
Derivative Financial Instruments – Series C and D PS and DP | $ | 23,606 | $ | -23,310 | $ | 296 | ||||||||
Debentures payable – carried at fair value | $ | 257,451 | $ | -219,201 | $ | 38,250 | ||||||||
Total Liabilities | $ | 284,576 | $ | -242,575 | $ | 42,001 | ||||||||
Accumulated Deficit | $ | -479,485 | $ | 242,575 | $ | -236,910 | ||||||||
Total shareholders’ deficit | $ | -284,435 | $ | 242,575 | $ | -41,860 | ||||||||
The tables below reflect the changes in restating the derivative liabilities for the three months and nine months ended September 30, 2013: | ||||||||||||||
Derivative Liability Restatement for the 3 months ended September 30, 2013 (in thousands): | ||||||||||||||
3 Mos. September 30, | Adjustments | 3 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -24,165 | $ | 28,660 | $ | 4,495 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 92 | $ | -2 | $ | 90 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -2,620 | $ | 2,651 | $ | 31 | ||||||||
Net income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Net income (loss) available to shareholders | $ | -26,245 | $ | 31,309 | $ | 5,064 | ||||||||
Comprehensive income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Derivative Liability Restatement for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Net income available to shareholders | $ | -48,276 | $ | 82,317 | $ | 34,041 | ||||||||
Comprehensive income (loss) | $ | -47,667 | $ | 82,583 | $ | 34,916 | ||||||||
Statement of Cash Flows for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net cash used in operating activities | $ | -536 | $ | - | $ | -536 | ||||||||
In addition to the change in valuation methodologies described above, and of the December 31, 2013 Balance Sheet, in connection with the completion of our third quarter 2013 and second quarter 2013 reporting, we identified certain errors associated with our second quarter 2013 interim reporting. We assessed the impact of these errors and concluded that the errors did not result in a material misstatement. To correct the errors, we have restated the nine months ended September 30, 2013 reporting as discussed below. Our assessment considered the guidance provided by ASC Topic 250, Accounting Changes and Error Corrections and ASC Topic 250-10-S99-1, Assessing Materiality. Based on our conclusion that the errors were not material individually or in aggregate to any of the prior reporting periods, we determined amendments to previously filed financial statement reports were not required in accordance with the applicable ASC guidance. We also concluded that the revisions applicable to prior periods should be reflected herein and will be reflected in future filings containing such information. | ||||||||||||||
The condensed consolidated statements of operations for the nine months ended September 30, 2013 included a clerical error resulting in an understatement of general and administrative expenses of approximately $51,000. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
As discussed in Note 4 – Financing, we are limited to issuing shares of common stock in connection with preferred stock and debenture conversions at no less than par value. The methodology used to determine the number of common stock shares issued for debentures and preferred stock is based upon the market value received for the shares issued, and any short-fall between the par value of the shares issued and the market value of the shares is recorded as a deemed dividend. During the three and nine months ended September 30, 2013, the conversion of debentures and Series C Preferred Stock resulted in deemed dividends of $681,000 and $16,000, respectively, and the deemed dividend amounts were not reflected in the net loss available to common shareholders. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
The condensed consolidated statements of cash flows for the nine months ended September 30, 2013 overstated net cash used in operating activities and effect of exchange rate changes on cash by approximately $334,000. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
Merger and Reverse Stock Split – On May 11, 2014, the Company completed an Agreement and Plan of Merger (the “Merger Agreement”) with Qode Services Corporation (“Qode”), a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, Qode was merged into the Company and ceased to exist upon completion of the merger. The Company continued as the surviving corporation. Under the terms of the Merger Agreement, the Company’s charter was amended to provide for an increase in the amount of common stock authorized shares, and each share of the Company’s common stock issued and outstanding immediately prior to the merger continued to remain outstanding and remain unchanged, except that (i) the par value changed from $0.001 per share to no par value per share, and (ii) each fifteen shares of common stock issued and outstanding were combined and converted into 1 share of common stock (the “Reverse-Split”). The amount of authorized shares of common stock was also increased from 5 billion to 7.5 billion shares. Prior period amounts have been retroactively adjusted for the Reverse-Split in order to be comparable and conform to the current period presentation. | ||||||||||||||
Extinguishment of Debenture Debt - In connection with the completion of the merger, the holder of the secured convertible debentures agreed to enter into amendments to decrease the aggregate face amount of debt by $5.0 million. The forgiveness of debt on the secured convertible debentures exceeded a significance threshold relative to cash flows prescribed by ASC Topic 470-50, Debt Modifications and Extinguishments. Accordingly, the modifications of the amounts due under these arrangements were accounted for as extinguishments, whereby the existing debentures were considered to be retired and new debentures issued. The fair value of the forgiven balance of $4.247 million was determined as of May 11, 2014 and recorded as a gain on extinguishment of debt in the condensed consolidated statements of operations. See Note 4 – Financings for additional discussion. | ||||||||||||||
Basic and Diluted Net Income (Loss) Per Common Share – The components of basic and diluted income (loss) per share attributable to NeoMedia Technologies, Inc. common stock shareholders were as follows (in thousands, except share and per share data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(restated) | (restated) | |||||||||||||
Numerator: | ||||||||||||||
Net income (loss) available to common shareholders | $ | -1,088 | $ | 5,064 | $ | 2,500 | $ | 34,041 | ||||||
Effect of dilutive securities | ||||||||||||||
Hybrid financial instruments | - | 261 | - | 24,314 | ||||||||||
Derivative liability - warrants | - | 90 | - | 3,514 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 31 | - | 2,029 | ||||||||||
Numerator for diluted income (loss) per common share | $ | -1,088 | $ | 5,446 | $ | 2,500 | $ | 63,898 | ||||||
Denominator: | ||||||||||||||
Weighted average shares used to compute basic income (loss) per common share | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Hybrid financial instruments | - | 32,949,714 | 32,949,714 | 32,949,714 | ||||||||||
Derivative liability - warrants | - | 2,083,292 | 2,083,292 | 2,083,292 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 3,398,694 | 3,398,694 | 3,398,694 | ||||||||||
Denominator for diluted income (loss) per common share | 1,357,349,653 | 5,023,258,979 | 848,874,847 | 3,861,915,304 | ||||||||||
Basic income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Diluted income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Recent Accounting Pronouncements – From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. ASU Update 2014-09 Revenue From Contracts With Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers with an effective date after December 15, 2016 will be evaluated as to impact and implemented accordingly. In addition, ASU Update 2014-15 Presentation of Financial Statements-Going Concern (Sub Topic 205-40) issued August 27, 2014 by FASB defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The additional disclosure requirement is effective after December 15, 2016 and will be evaluated as to impact and implemented accordingly. | ||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | |||||||
Note 3 – Accrued Liabilities | ||||||||
Accrued liabilities consist of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued operating expenses | $ | 129 | $ | 112 | ||||
Accrued payroll related expenses | 74 | 65 | ||||||
Accrued legal fees | 165 | 114 | ||||||
Total | $ | 368 | $ | 291 | ||||
Financing
Financing | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||||||||||||||||
Note 4 – Financing | |||||||||||||||||||||||
At September 30, 2014, financial instruments arising from our financing transactions with YA Global Investments, L.P. (“YA Global”), an accredited investor, included shares of our Series C Convertible Preferred Stock issued in February 2006, Series D Convertible Preferred Stock issued in January 2010, a series of four consolidated secured convertible debentures (the “Consolidated Debentures”) issued July 1, 2013 and various warrants to purchase shares of our common stock. All of our assets are pledged to secure our obligations under the debt securities. At various times, YA Global has assigned or distributed portions of its holdings of these securities to other holders, including persons who are officers of YA Global and its related entities, as well as to other holders who are investors in YA Global’s funds. | |||||||||||||||||||||||
Secured Debentures – We had originally entered into financing transactions with YA Global, which included a series of twenty-seven secured convertible debentures issued between August 2006 and July 2012. Effective July 1, 2013, the terms of the debentures held by YA Global were modified to consolidate the principal and interest amounts outstanding under all of the outstanding secured convertible debentures previously issued by us to YA Global, such that, upon the issuance of the Consolidated Debentures and cancellation of the prior debentures, the amount of outstanding debentures issued to YA Global decreased from twenty-seven to six debentures. The maturity dates of these secured convertible debentures were also extended from August 1, 2014 to August 1, 2015. | |||||||||||||||||||||||
On April 25, 2014, the Company entered into a Reaffirmation and Ratification Agreement with YA Global. Under the terms of the agreement, YA Global agreed to reduce the outstanding principal for certain of the Consolidated Debentures by $5.0 million. The reduction of principal resulted in debt extinguishment income of $4.247 million for the quarter ended June 30, 2014. The agreement also summarizes and affirms all principal amounts presently outstanding and owed by the Company to YA Global under all of the outstanding financing documents and debentures issued by the Company to YA (the “Financing Documents”). Pursuant to the agreement, the Company (i) ratified the terms of the Financing Documents and agreed that they remain in full force and effect, (ii) confirmed that the collateral rights granted to YA Global under the Financing Documents secure the obligations created thereunder, (iii) confirmed that the occurrence of an “event of default” under any of the Financing Documents would constitute an “event of default” under all of the Financing Documents, and (iv) agreed to execute and deliver to YA Global all such additional documents as reasonably required by YA Global to correct any document deficiencies, or to vest or perfect the Financing Documents and the collateral granted therein, and authorized YA Global to file any financing statements and take any other actions necessary to perfect YA Global’s security interests in any such collateral. As part of the $5 million debt reduction, the Debentures were reduced from six to three. | |||||||||||||||||||||||
In addition, a secured debenture was issued on May 27, 2014 for $50,000 to YA Global. Interest is payable annually at 12%. The note is due May 15, 2016. The funds are being used for working capital. | |||||||||||||||||||||||
The underlying agreements for each of the Consolidated Debentures are very similar in form. The Consolidated Debentures are convertible into our common stock, at the option of the holder, at the lower of a fixed conversion price per share or a percentage of the lowest volume-weighted average price (“VWAP”) for a specified number of days prior to the conversion (the “look-back period”). The conversion is limited such that the holder cannot exceed 9.99% ownership of the outstanding common stock, unless the holder waives their right to such limitation. All of the debentures are secured according to the terms of a Security Pledge Agreement dated August 23, 2006, which was entered into in connection with the first convertible debenture issued to YA Global and which provides YA Global with a security interest in substantially all of our assets. The debentures are also secured by a Patent Security Agreement dated July 29, 2008. On August 13, 2010, our wholly owned subsidiary, NeoMedia Europe GmbH, became a guarantor of all outstanding financing transactions between us and YA Global, through pledges of their intellectual property and other movable assets. As security for our obligations to YA Global, all of our Pledged Property, Patent Collateral and other collateral is affirmed through the several successive Ratification Agreements executed in connection with each of the 2010, 2011 and 2012 financings. The 2013 modification and consolidation of the outstanding secured convertible debentures as well as the execution of an Amended and Restated Patent Security Agreement in October 2013 reaffirmed the Pledged Property, Patent Collateral and other collateral pledged as security for our obligations to YA Global. | |||||||||||||||||||||||
We evaluated the financing transactions in accordance with ASC 815, Derivatives and Hedging, and determined that the conversion features of the Series C and Series D preferred stock and the Consolidated Debentures were not afforded the exemption for conventional convertible instruments due to their variable conversion rates. The contracts have no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards for equity classification. Accordingly, either the embedded derivative instruments, including the conversion option, must be bifurcated and accounted for as derivative instrument liabilities or, as permitted by ASC 815-15-25-4, Recognition of Embedded Derivatives, the instruments may be carried in their entirety at fair value. | |||||||||||||||||||||||
At inception, we elected to bifurcate the embedded derivatives related to the Series C and Series D preferred stock, while electing the fair value option for the Consolidated Debentures. ASC 825, Financial Instruments, allows us to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt. | |||||||||||||||||||||||
On February 4, 2013, we entered into a Debenture Extension Agreement with YA Global to extend the maturity dates of the secured convertible debentures to August 1, 2014. Because the effect of the extension did not exceed a significance threshold relative to cash flows prescribed by ASC 470-50, Debt Modifications and Extinguishments, extinguishment accounting was not applicable. On July 1, 2013, in addition to consolidating the secured debentures into six Consolidated Debentures, the maturity date was extended to August 1, 2015. Four of the Consolidated Debentures are non-interest bearing while the remaining two Consolidated Debentures accrue interest at 9.5% as outlined in further detail below. We evaluated the impact of the modification on the accounting for the Consolidated Debentures in accordance with ASC 470-50-40-6 through 12 to determine whether extinguishment accounting was appropriate. Because the effect of the extension did not exceed a significance threshold relative to cash flows prescribed by ASC 470-50, Debt Modifications and Extinguishments, extinguishment accounting was not applicable. | |||||||||||||||||||||||
Debentures assigned to other investors by YA Global were also modified effective July 1, 2013 to extend the maturity date to August 1, 2015 and revise the conversion price to the lower of $2.00 or 90% of the lowest volume-weighted average price for 125 days prior to the conversion. | |||||||||||||||||||||||
The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of September 30, 2014: | |||||||||||||||||||||||
Conversion Price – Lower of Fixed | |||||||||||||||||||||||
Price or Percentage of VWAP for | |||||||||||||||||||||||
Look-back period | |||||||||||||||||||||||
Anti- | |||||||||||||||||||||||
Dilution | |||||||||||||||||||||||
Debenture | Face | Interest | Fixed | Adjusted | Look-back | ||||||||||||||||||
Issuance Year | Amount | Rate | Price | Price | % | Period | |||||||||||||||||
(in thousands) | |||||||||||||||||||||||
2006 | $ | 1,962 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | ||||||||||||
2007 | 547 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2007 | 272 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2008 | 1,106 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2008 | 830 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2009 | 18 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2011 | 826 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2012 | 762 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2012 | 210 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2013 | 22,084 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2013 | 7,127 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
Total | $ | 35,744 | |||||||||||||||||||||
We bifurcate the compound embedded derivatives related to the Series C and Series D Convertible Preferred Stock and carry these financial instruments as liabilities in the accompanying balance sheet. Election to carry the instruments at fair value in their entirety is not available since their terms have not been modified. Significant components of the compound embedded derivative include (i) the embedded conversion feature, (ii) down-round anti-dilution protection features and (iii) default, non-delivery and buy-in puts, all of which were combined into one compound instrument that is carried at fair value as a derivative liability. Changes in the fair value of the compound derivative liability are recorded within income each period. | |||||||||||||||||||||||
Conversions and Repayments – Our preferred stock and convertible debentures are convertible into shares of our common stock. Upon conversion of any of the convertible financial instruments in which the compound embedded derivative is bifurcated, the carrying amount of the instrument and the related derivative liability are credited to the capital accounts upon conversion to reflect the stock issued and no gain or loss is recognized. For instruments that are recorded in their entirety at the fair value of the hybrid instrument, the fair value of the hybrid instrument converted is credited to the capital accounts upon conversion to reflect the stock issued and no gain or loss is recognized. The trading market price of our common stock (and the conversion price) has been less than its par value from time to time. Until May 11, 2014 we were limited to issuing shares of common stock at no less than the par value, and all shares of our common stock issued in those conversions were issued at par value. However, the methodology used to estimate the number of shares of convertible debentures and preferred stock converted during this time are based upon the value received for the shares issued, with the difference between that value and the par value being recorded as a deemed dividend. | |||||||||||||||||||||||
Based upon the terms of the merger agreement effective May 11, 2014, the Company’s shares of common stock have no par value. We are no longer limited to issuing shares of common stock at a price less than par value. The methodology used to issue the shares of common stock upon conversion of convertible debentures and preferred stock is based upon the value received for the shares of common stock issued. The value received is recorded as additional paid in capital and no deemed dividends are required to be recorded. | |||||||||||||||||||||||
The following table provides a summary of the preferred stock conversions that have occurred since inception and the number of shares of common stock issued upon conversion. | |||||||||||||||||||||||
Preferred | Preferred | Preferred | Common | ||||||||||||||||||||
shares | shares | shares | shares | ||||||||||||||||||||
issued | converted | remaining | Issued | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | 22 | 18 | 4 | 852,048 | |||||||||||||||||||
Series D Preferred Stock | 25 | 22 | 3 | 16,344 | |||||||||||||||||||
The outstanding principal and accrued interest for the debentures as of September 30, 2014 is reflected in the following table in addition to the principal and interest converted since inception and the number of shares of common stock issued upon conversion. | |||||||||||||||||||||||
Outstanding | Principal and | Common | |||||||||||||||||||||
principal and | accrued interest | Shares | |||||||||||||||||||||
accrued interest | converted since | issued | |||||||||||||||||||||
at September | inception | ||||||||||||||||||||||
30, 2014 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures | $ | 39,071 | $ | 12,389 | 1,891,961 | ||||||||||||||||||
Warrants – YA Global holds warrants to purchase shares of our common stock that were issued in connection with the convertible debentures and the Series C and Series D Convertible Preferred Stock. The warrants are exercisable at a fixed exercise price which, from time to time, has been reduced due to anti-dilution provisions when we have entered into subsequent financing arrangements with a lower price. The exercise prices may be reset again in the future if we subsequently issue stock or enter into a financing arrangement with a lower price. In addition, upon each adjustment in the exercise price, the number of warrant shares issuable is adjusted to the number of shares determined by multiplying the warrant exercise price in effect prior to the adjustment by the number of warrant shares issuable prior to the adjustment divided by the warrant exercise price resulting from the adjustment. | |||||||||||||||||||||||
The warrants issued to YA Global do not meet all of the established criteria for equity classification in ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. | |||||||||||||||||||||||
Effective February 1, 2013, 1.4 billion of the 1.9 billion warrants held by YA Global were cancelled and the remaining 500 million had their exercise price reduced to $0.0001 per share. These changes resulted in a decrease in fair value of the warrants of approximately $1.6 million during the first quarter of 2013 as reflected in the gain from change in fair value of derivative liabilities - warrants. | |||||||||||||||||||||||
Effective May 2014, in connection with the merger and a concurrent reverse stock split of 1 to 15 as described in Note 2, the exercise price of the warrants increased to $0.0015 from $0.0001 per share. These changes resulted in a decrease in the value of the warrants of approximately $207,000 during the quarter ended September 30, 2014, as reflected in the gain from the change in fair value of derivative liabilities – warrants. | |||||||||||||||||||||||
Fair value disclosures for Series C and D Bifurcated Embedded Derivative Instruments – For financings in which the embedded derivative instruments are bifurcated and recorded separately, the compound embedded derivative instruments are valued using a Monte Carlo Simulation methodology because that model embodies certain relevant assumptions (including, but not limited to, interest rate risk, credit risk, and conversion/redemption privileges) that are necessary to value these complex derivatives. | |||||||||||||||||||||||
Assumptions used in calculating the preferred share values as of September 30, 2014 included a remaining equivalent term of 1.09 years, annualized volatility of 205%, stated dividend of 8%, equivalent credit-risk adjusted rate of 13.0% and conversion price of $0.001261. Equivalent amounts reflect the net results of multiple modeling simulations that the Monte Carlo Simulation methodology applies to underlying assumptions. During the three months ended March 31, 2014, we modified the valuation technique to consider the potentially dilutive impact on the stock price resulting from the issuance of additional common shares upon the conversion of the preferred shares and convertible debentures. | |||||||||||||||||||||||
The following table reflects the face value of the instruments and the fair value of the separately recognized compound embedded derivative, as well the number of common shares into which the instruments are convertible as of September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||
September 30, 2014 | |||||||||||||||||||||||
Face | Carrying | Embedded | Common | ||||||||||||||||||||
Conversion | Stock | ||||||||||||||||||||||
Value | Value | Feature | Shares | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | $ | 4,357 | $ | 4,357 | $ | 21 | 44,917,526 | ||||||||||||||||
Series D Preferred Stock | 348 | 348 | 2 | 3,588,660 | |||||||||||||||||||
Total | $ | 4,705 | $ | 4,705 | $ | 23 | 48,506,186 | ||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||
Face | Carrying | Embedded | Common | ||||||||||||||||||||
Conversion | Stock | ||||||||||||||||||||||
Feature | |||||||||||||||||||||||
Value | Value | (Restated) | Shares | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | $ | 4,816 | $ | 4,816 | $ | 276 | 24,823,015 | ||||||||||||||||
Series D Preferred Stock | 348 | 348 | 20 | 1,794,330 | |||||||||||||||||||
Total | $ | 5,164 | $ | 5,164 | $ | 296 | 26,617,345 | ||||||||||||||||
The terms of the embedded conversion features in the convertible instruments presented above provide for variable conversion rates that are indexed to our quoted common stock price. As a result, the number of indexed shares is subject to continuous fluctuation. For presentation purposes, the number of shares of common stock into which the embedded conversion feature of the Series C and Series D preferred stock was convertible as of September 30, 2014 and December 31, 2013 was calculated as face value plus assumed dividends (if declared), divided by the lesser of the fixed rate or the calculated variable conversion price using the 125 day look-back period. | |||||||||||||||||||||||
Changes in the fair value of derivative instrument liabilities related to the bifurcated embedded derivative features of convertible instruments not carried at fair value are reported as Gain (loss) from change in fair value of derivative liability – Series C and Series D preferred stock and debentures in the accompanying consolidated statements of operations. | |||||||||||||||||||||||
Gain (loss) from change in fair value of derivative liability – Series C and D Preferred Stock and debentures | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Series C Preferred Stock | $ | 27 | $ | 29 | $ | 255 | $ | 1,907 | |||||||||||||||
Series D Preferred Stock | 2 | 2 | 18 | 138 | |||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | – | – | – | -16 | |||||||||||||||||||
Gain (loss) from change in fair value of derivative liability | $ | 29 | $ | 31 | $ | 273 | $ | 2,029 | |||||||||||||||
Hybrid Financial Instruments Carried at Fair Value – At inception, the March 2007, August 2007, April 2008, May 2008 and April 2012 convertible debentures were recorded in their entirety at fair value as hybrid instruments in accordance with ASC 815-15-25-4 with subsequent changes in fair value charged or credited to income each period. As of May 25, 2012, we elected the fair value option for all other convertible debentures held by YA Global upon a re-measurement date that was triggered by significant modifications of the financial instruments. The convertible debentures continued to be recorded in their entirety at fair value upon their consolidation into six Consolidated Debentures effective July 1, 2013. The conversion price in each of the convertible debentures is subject to adjustment for down-round, anti-dilution protection. Accordingly, if we sell common stock or common share indexed financial instruments below the stated or variable conversion price of the debenture, the conversion price adjusts to the lower amount. | |||||||||||||||||||||||
Because these debentures are carried in their entirety at fair value, the value of the embedded conversion feature is embodied in those fair values. We estimate the fair value of the hybrid instrument as the present value of the cash flows of the instrument, using a risk-adjusted interest rate, enhanced by the value of the conversion option, valued using a Monte Carlo model. This method was considered by our management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing the hybrid financial instrument. Inputs used to value the hybrid instruments as of September 30, 2014 included: (i) present value of future cash flows for the debentures using an effective market interest rate of 13.0%, (ii) remaining term of 1.09 years, (iii) annualized volatility of 205%, and (iv) anti-dilution adjusted conversion prices ranging from $0.001170-$0.001235. We also modified the valuation technique to consider the potentially dilutive impact on the stock price from the issuance of common shares upon the conversion of the debentures during the first quarter of 2014. | |||||||||||||||||||||||
The following table reflects the face value of the financial instruments, the fair value of the hybrid financial instrument and the number of shares of common stock into which the instruments are convertible as of September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||
September 30, 2014 | Common | ||||||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||||||
Value | Value | Shares | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | $ | 1,962 | $ | 1,995 | 22,923,200 | ||||||||||||||||||
2007 | 819 | 971 | 11,169,826 | ||||||||||||||||||||
2008 | 1,936 | 1,884 | 22,189,724 | ||||||||||||||||||||
2009 | 18 | 56 | 599,497 | ||||||||||||||||||||
2011 | 826 | 817 | 9,401,222 | ||||||||||||||||||||
2012 | 972 | 1,068 | 12,308,528 | ||||||||||||||||||||
2013 | 29,211 | 28,997 | 337,653,494 | ||||||||||||||||||||
Total | $ | 35,744 | $ | 35,788 | 416,245,491 | ||||||||||||||||||
December 31, 2013 | Fair | Common | |||||||||||||||||||||
Face | Value | Stock | |||||||||||||||||||||
Value | (Restated) | Shares | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | $ | 1,962 | $ | 2,008 | 819,019 | ||||||||||||||||||
2007 | 839 | 533 | 216,720 | ||||||||||||||||||||
2008 | 2,047 | 1,905 | 779,294 | ||||||||||||||||||||
2009 | 134 | 151 | 61,563 | ||||||||||||||||||||
2011 | 852 | 854 | 348,437 | ||||||||||||||||||||
2012 | 972 | 1,392 | 568,305 | ||||||||||||||||||||
2013 | 34,211 | 31,407 | 12,826,301 | ||||||||||||||||||||
Total | $ | 41,017 | $ | 38,250 | 15,619,639 | ||||||||||||||||||
Changes in the fair value of convertible instruments that are carried in their entirety at fair value are reported as Gain (loss) from change in fair value of hybrid financial instruments in the accompanying consolidated statements of operations. The changes in fair value of these hybrid financial instruments were as follows: | |||||||||||||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
2006 | $ | -83 | $ | 1,048 | $ | -144 | $ | 6,657 | |||||||||||||||
2007 | -35 | 1,083 | -49 | 6,878 | |||||||||||||||||||
2008 | -82 | 1,309 | -140 | 8,315 | |||||||||||||||||||
2009 | -1 | 253 | -6 | 1,605 | |||||||||||||||||||
2010 | - | - | - | - | |||||||||||||||||||
2011 | -35 | 496 | -61 | 3,150 | |||||||||||||||||||
2012 | -41 | 117 | -86 | 742 | |||||||||||||||||||
2013 | -1,092 | 189 | -2,056 | 1,202 | |||||||||||||||||||
Gain (loss) from changes in fair value of hybrid instruments | $ | -1,369 | $ | 4,495 | $ | -2,542 | $ | 28,549 | |||||||||||||||
Warrants – The following table summarizes the warrants outstanding, their fair value and their exercise price after adjustment for anti-dilution provisions: | |||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||
Anti- | Anti- | Fair | |||||||||||||||||||||
Dilution | Dilution | ||||||||||||||||||||||
Adjusted | Adjusted | ||||||||||||||||||||||
Expiration | Exercise | Fair | Exercise | Value | |||||||||||||||||||
Year | Price | Warrants | Value | Price | Warrants | (Restated) | |||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||||||
Series D Preferred Stock | 2017 | 0.0015 | 5,825 | $ | 0.29 | 0.0001 | 87,368 | $ | 110 | ||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||||||
2008 | 2015 | 0.0015 | 15,872 | 0.79 | 0.0001 | 238,079 | 294 | ||||||||||||||||
2010 | 2015 | 0.0015 | 5,423 | 0.27 | 0.0001 | 81,350 | 101 | ||||||||||||||||
2011 | 2016 | 0.0015 | 3,883 | 0.19 | 0.0001 | 58,246 | 72 | ||||||||||||||||
2012 | 2017 | 0.0015 | 2,330 | 0.12 | 0.0001 | 34,947 | 43 | ||||||||||||||||
Total | 33,333 | $ | 2 | 499,990 | $ | 620 | |||||||||||||||||
The warrants are valued using a binomial lattice option valuation methodology because that model embodies all of the significant relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model as of September 30, 2014 included an expected life equal to the remaining term of the warrants, an expected dividend yield of zero, estimated volatility ranging from 175% to 212%, and risk-free rates of return ranging from 0.10% to 0.90%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants and volatility is based upon our expected common stock price volatility over the remaining term of the warrants. As a result of the repricing on May 1, 2014, the exercise price of the warrants is currently $.0015. The anti-dilution provisions are still applicable so in the future the fixed exercise price of the warrants may be reset to equal to the lowest price of any subsequently issued common share indexed instruments with a conversion price below the current exercise price of the warrant. | |||||||||||||||||||||||
Changes in the fair value of the warrants are reported as (Gain) loss from change in fair value of derivative liability - warrants in the accompanying consolidated statement of operations. The changes in the fair value of the warrants were as follows: | |||||||||||||||||||||||
Gain from change in fair value of derivative liability – warrants | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||||||
Series D Convertible Preferred Stock | $ | 7 | $ | 16 | $ | 108 | $ | 614 | |||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||||||
2008 | 18 | 43 | 294 | 1,673 | |||||||||||||||||||
2010 | 6 | 15 | 101 | 572 | |||||||||||||||||||
2011 | 4 | 10 | 72 | 409 | |||||||||||||||||||
2012 | 3 | 6 | 43 | 246 | |||||||||||||||||||
Gain from change in fair value of derivative liability – warrants | $ | 38 | $ | 90 | $ | 618 | $ | 3,514 | |||||||||||||||
Reconciliation of changes in fair value – Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Our derivative financial instruments that are measured at fair value on a recurring basis are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||||||||
The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value using Level 3 inputs and changes in the fair value of hybrid instruments carried at fair value during the nine months ended September 30, 2014: | |||||||||||||||||||||||
Compound | |||||||||||||||||||||||
Embedded | Warrant | Hybrid | |||||||||||||||||||||
Derivatives | Derivatives | Instruments | Total | ||||||||||||||||||||
Beginning balance, December 31, 2013 (restated): | $ | 296 | $ | 620 | $ | 38,250 | $ | 39,166 | |||||||||||||||
Fair value adjustments: | |||||||||||||||||||||||
Compound embedded derivatives | -273 | - | - | -273 | |||||||||||||||||||
Warrant derivatives | - | -618 | - | -618 | |||||||||||||||||||
Hybrid instruments | - | - | 2,542 | 2,542 | |||||||||||||||||||
Debt Extinguishment | -4,247 | -4,247 | |||||||||||||||||||||
Conversions: | |||||||||||||||||||||||
Series D Preferred Stock | -1 | - | - | -1 | |||||||||||||||||||
August 24, 2006 financing | - | - | -195 | -195 | |||||||||||||||||||
December 29, 2006 financing | - | - | -61 | -61 | |||||||||||||||||||
March 27, 2007 financing | - | - | -97 | -97 | |||||||||||||||||||
October 28, 2008 financing | - | - | -148 | -148 | |||||||||||||||||||
August 14, 2009 financing | - | - | -133 | -133 | |||||||||||||||||||
February 8, 2011 financing | - | - | -35 | -35 | |||||||||||||||||||
March 11, 2011 financing | - | - | -11 | -11 | |||||||||||||||||||
April 13, 2011 financing | - | - | -3 | -3 | |||||||||||||||||||
May 31, 2011 financing | - | - | -1 | -1 | |||||||||||||||||||
June 28, 2011 financing | - | - | -3 | -3 | |||||||||||||||||||
December 8, 2011 financing | -30 | -30 | |||||||||||||||||||||
July 1, 2013 financing | -40 | -40 | |||||||||||||||||||||
Ending balance, September 30, 2014 | $ | 22 | $ | 2 | $ | 35,788 | $ | 35,812 | |||||||||||||||
Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, valuation techniques are sensitive to changes in the trading market price of our common stock, which has a high estimated historical volatility. Because derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes. | |||||||||||||||||||||||
Secured Debentures - NeoMedia issued a series of 5 Secured Debentures during the quarter ended September 30, 2014 to YA Global Investments, LP. The total amount of the 5 debentures was $242,000 and each has a maturity date 24 months from the issue date. Interest rate is 12% per annum with interest payable on an annual basis. The debentures are collateralized in accordance with the Security Agreement dated May 27, 2010 with YA Global Investments, LP. These secured debentures are considered a line of credit by us as we may borrow against the debentures, repay, and then borrow against the debentures again subject to the usual terms and conditions. | |||||||||||||||||||||||
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
Note 5 – Contingencies | |
From time to time, we are involved in various legal actions arising in the normal course of business, both as claimant and defendant. Although it is not possible to determine with certainty the outcome of these matters, we believe the eventual resolution of any ongoing legal actions is unlikely to have a material effect on our financial position or operating results. | |
Other – On February 21, 2014, the Company received a correspondence (the “Delta Notice”) from Delta Capital Partners LLC (“Delta”), asserting a claim for certain amounts owed under a secured convertible debenture. The principal amount outstanding and conversion rights under such instrument had been assigned to Delta by YA Global (the “Assignment”), several years subsequent to the original issuance of the instrument by the Company to YA Global. The Company’s understanding is that pursuant to the terms of the Assignment, YA Global, as collateral agent, retained all rights in connection with the enforcement of any claims under Delta’s secured convertible debenture. YA Global has indicated that it does not intend to assert any of the claims described by Delta in the Delta Notice. | |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
Note 6 – Stock-Based Compensation | |||||||||||||||||
The status of our outstanding, vested and exercisable options during the nine months ended September 30, 2014 is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Weighted- | Contractual | ||||||||||||||||
Average | Aggregate | Life | |||||||||||||||
Exercise | Intrinsic | Remaining | |||||||||||||||
Shares | Price | Value | in Years | ||||||||||||||
(in | (in | ||||||||||||||||
thousands) | thousands) | ||||||||||||||||
Outstanding at December 31, 2013 | 1,173 | $ | 0.017 | - | |||||||||||||
Outstanding at September 30, 2014 | 1,173 | $ | 0.017 | $ | - | 6.9 | |||||||||||
Exercisable at September 30, 2014 | 1,006 | $ | 0.018 | $ | - | 6.8 | |||||||||||
There have been no options issued for the three and nine month periods ending September 30, 2014. | |||||||||||||||||
The following table summarizes information about our stock options outstanding at September 30, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number of Shares | Weighted- | Weighted- | Number of Shares | Weighted- | ||||||||||||
Average | Average Exercise | Average | |||||||||||||||
Remaining | Price | Exercise Price | |||||||||||||||
Life | |||||||||||||||||
(in thousands) | (in years) | (in thousands) | |||||||||||||||
$0.01 | 200 | 7.9 | $ | 0.008 | 90 | $ | 0.008 | ||||||||||
$0.014 to $0.03 | 884 | 6.8 | 0.015 | 862 | 0.015 | ||||||||||||
$0.05 | 89 | 6.4 | 0.047 | 89 | 0.047 | ||||||||||||
1,173 | 6.9 | $ | 0.017 | 1,041 | $ | 0.017 | |||||||||||
Geographic_Information
Geographic Information | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||
Note 7 – Geographic Information | ||||||||||||||
Revenue, classified by geographic location from which the revenue was originated, was as follows (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
United States | $ | 1,002 | $ | 1,551 | $ | 2,659 | $ | 3,806 | ||||||
Germany | - | 51 | - | 65 | ||||||||||
Total revenue | $ | 1,002 | $ | 1,602 | $ | 2,659 | $ | 3,871 | ||||||
There were approximately $29,000 and $142,000 of total assets located in Germany as of September 30, 2014 and December 31, 2013, respectively. All other assets were located in the United States. | ||||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
Note 8- Subsequent Events | |||
The Company evaluated subsequent events through October 20, 2014, the date which the financial statements were available to be issued. Except as disclosed below there were no additional subsequent events. | |||
· | 10,000 shares of Series C preferred stock were converted into 103,092,783 shares of common stock during the 4th quarter as of October 20, 2014. | ||
· | $48,211 of convertible debentures were converted into 532,872,922 shares of common stock during the 4th quarter as of October 20, 2014. | ||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | |||||||||||||
Basis of Presentation – The condensed consolidated financial statements include the accounts of NeoMedia and its wholly owned subsidiaries. We operate as one reportable segment. All intercompany accounts, transactions and profits have been eliminated in consolidation. | ||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||
Use of Estimates – The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known. | ||||||||||||||
Going Concern [Policy Text Block] | ' | |||||||||||||
Going Concern – We have historically incurred operating losses, and we may continue to generate negative cash flows as we implement our business plan. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net income for the nine months ended September 30, 2014 was $2.5 million as compared to net income of $34.8 million for the same period in 2013. The operating results for the nine months ended September 30, 2014 included $2.6 million of net gains related to financing instruments, and the operating results for the same period in 2013 included $34.1 million of net gains related to financing instruments. | ||||||||||||||
Net cash used in operations during the nine months ended September 30, 2014 was $333,000 as compared to net cash used in operations of $.5 million during the nine months ended September 30, 2013. As of September 30, 2014, we have an accumulated deficit of $234.4 million. We also have a working capital deficit of $37.9 million, including $35.8 million in current liabilities for our derivative and debenture financing instruments. | ||||||||||||||
We currently do not have sufficient cash or commitments for financing to sustain our operations for the next twelve months if we are unable to generate sufficient cash flows from operations. Our plan is to develop new client and customer relationships and substantially increase our revenue derived from our products/services and IP licensing. If our revenues do not reach the level anticipated in our plan, we may require additional financing in order to execute our operating plan. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition and results of operations. | ||||||||||||||
The convertible debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of shares of common stock outstanding. During the first nine months of 2014, there were 2,486,141 thousand shares of common stock issued for these conversions. We cannot predict if or when each holder may or may not elect to convert into shares of common stock. | ||||||||||||||
Our financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. | ||||||||||||||
Revisions to 2013 Interim Reporting [Policy Text Block] | ' | |||||||||||||
Restatement to 2013 Interim Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the three month period ended March 31, 2014, for fair value accounting of the derivative financial instruments and debentures payable, we reassessed the valuation techniques used to estimate the liability fair values. Based on the assessment, including discussions with the third-party valuation firm assisting us with the calculation, we determined that the valuation technique should be modified to consider the potentially dilutive impact on the stock price resulting from the issuance of additional shares of common stock upon the conversion of the instruments as well as the resulting value in comparison to our market capitalization. | ||||||||||||||
We are restating the September 30, 2013 three month and nine month periods to reflect the change in valuation technique and correction of the fair value accounting of the derivative financial instruments and debentures payable. In addition, as filed on our Form 10-K/A on September 19, 2014, we also restated our December 31, 2013 Balance Sheet as it pertains to the Fair Value of our Warrants, Preferred Series C & D and Convertible Debentures to amounts as stated below from how they were reported as of December 31, 2013 in our 10-K (in thousands): | ||||||||||||||
December 31, 2013 | Adjustments | December 31, 2013 | ||||||||||||
(as previously reported) | (Restated) | |||||||||||||
Derivative Financial Instruments – warrants | $ | 684 | $ | -64 | $ | 620 | ||||||||
Derivative Financial Instruments – Series C and D PS and DP | $ | 23,606 | $ | -23,310 | $ | 296 | ||||||||
Debentures payable – carried at fair value | $ | 257,451 | $ | -219,201 | $ | 38,250 | ||||||||
Total Liabilities | $ | 284,576 | $ | -242,575 | $ | 42,001 | ||||||||
Accumulated Deficit | $ | -479,485 | $ | 242,575 | $ | -236,910 | ||||||||
Total shareholders’ deficit | $ | -284,435 | $ | 242,575 | $ | -41,860 | ||||||||
The tables below reflect the changes in restating the derivative liabilities for the three months and nine months ended September 30, 2013: | ||||||||||||||
Derivative Liability Restatement for the 3 months ended September 30, 2013 (in thousands): | ||||||||||||||
3 Mos. September 30, | Adjustments | 3 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -24,165 | $ | 28,660 | $ | 4,495 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 92 | $ | -2 | $ | 90 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -2,620 | $ | 2,651 | $ | 31 | ||||||||
Net income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Net income (loss) available to shareholders | $ | -26,245 | $ | 31,309 | $ | 5,064 | ||||||||
Comprehensive income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Derivative Liability Restatement for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Net income available to shareholders | $ | -48,276 | $ | 82,317 | $ | 34,041 | ||||||||
Comprehensive income (loss) | $ | -47,667 | $ | 82,583 | $ | 34,916 | ||||||||
Statement of Cash Flows for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net cash used in operating activities | $ | -536 | $ | - | $ | -536 | ||||||||
In addition to the change in valuation methodologies described above, and of the December 31, 2013 Balance Sheet, in connection with the completion of our third quarter 2013 and second quarter 2013 reporting, we identified certain errors associated with our second quarter 2013 interim reporting. We assessed the impact of these errors and concluded that the errors did not result in a material misstatement. To correct the errors, we have restated the nine months ended September 30, 2013 reporting as discussed below. Our assessment considered the guidance provided by ASC Topic 250, Accounting Changes and Error Corrections and ASC Topic 250-10-S99-1, Assessing Materiality. Based on our conclusion that the errors were not material individually or in aggregate to any of the prior reporting periods, we determined amendments to previously filed financial statement reports were not required in accordance with the applicable ASC guidance. We also concluded that the revisions applicable to prior periods should be reflected herein and will be reflected in future filings containing such information. | ||||||||||||||
The condensed consolidated statements of operations for the nine months ended September 30, 2013 included a clerical error resulting in an understatement of general and administrative expenses of approximately $51,000. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
As discussed in Note 4 – Financing, we are limited to issuing shares of common stock in connection with preferred stock and debenture conversions at no less than par value. The methodology used to determine the number of common stock shares issued for debentures and preferred stock is based upon the market value received for the shares issued, and any short-fall between the par value of the shares issued and the market value of the shares is recorded as a deemed dividend. During the three and nine months ended September 30, 2013, the conversion of debentures and Series C Preferred Stock resulted in deemed dividends of $681,000 and $16,000, respectively, and the deemed dividend amounts were not reflected in the net loss available to common shareholders. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
The condensed consolidated statements of cash flows for the nine months ended September 30, 2013 overstated net cash used in operating activities and effect of exchange rate changes on cash by approximately $334,000. The reporting herein has been revised to reflect the proper amounts. | ||||||||||||||
Merger [Policy Text Block] | ' | |||||||||||||
Merger and Reverse Stock Split – On May 11, 2014, the Company completed an Agreement and Plan of Merger (the “Merger Agreement”) with Qode Services Corporation (“Qode”), a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, Qode was merged into the Company and ceased to exist upon completion of the merger. The Company continued as the surviving corporation. Under the terms of the Merger Agreement, the Company’s charter was amended to provide for an increase in the amount of common stock authorized shares, and each share of the Company’s common stock issued and outstanding immediately prior to the merger continued to remain outstanding and remain unchanged, except that (i) the par value changed from $0.001 per share to no par value per share, and (ii) each fifteen shares of common stock issued and outstanding were combined and converted into 1 share of common stock (the “Reverse-Split”). The amount of authorized shares of common stock was also increased from 5 billion to 7.5 billion shares. Prior period amounts have been retroactively adjusted for the Reverse-Split in order to be comparable and conform to the current period presentation. | ||||||||||||||
Debt, Policy [Policy Text Block] | ' | |||||||||||||
Extinguishment of Debenture Debt - In connection with the completion of the merger, the holder of the secured convertible debentures agreed to enter into amendments to decrease the aggregate face amount of debt by $5.0 million. The forgiveness of debt on the secured convertible debentures exceeded a significance threshold relative to cash flows prescribed by ASC Topic 470-50, Debt Modifications and Extinguishments. Accordingly, the modifications of the amounts due under these arrangements were accounted for as extinguishments, whereby the existing debentures were considered to be retired and new debentures issued. The fair value of the forgiven balance of $4.247 million was determined as of May 11, 2014 and recorded as a gain on extinguishment of debt in the condensed consolidated statements of operations. See Note 4 – Financings for additional discussion. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||||||
Basic and Diluted Net Income (Loss) Per Common Share – The components of basic and diluted income (loss) per share attributable to NeoMedia Technologies, Inc. common stock shareholders were as follows (in thousands, except share and per share data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(restated) | (restated) | |||||||||||||
Numerator: | ||||||||||||||
Net income (loss) available to common shareholders | $ | -1,088 | $ | 5,064 | $ | 2,500 | $ | 34,041 | ||||||
Effect of dilutive securities | ||||||||||||||
Hybrid financial instruments | - | 261 | - | 24,314 | ||||||||||
Derivative liability - warrants | - | 90 | - | 3,514 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 31 | - | 2,029 | ||||||||||
Numerator for diluted income (loss) per common share | $ | -1,088 | $ | 5,446 | $ | 2,500 | $ | 63,898 | ||||||
Denominator: | ||||||||||||||
Weighted average shares used to compute basic income (loss) per common share | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Hybrid financial instruments | - | 32,949,714 | 32,949,714 | 32,949,714 | ||||||||||
Derivative liability - warrants | - | 2,083,292 | 2,083,292 | 2,083,292 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 3,398,694 | 3,398,694 | 3,398,694 | ||||||||||
Denominator for diluted income (loss) per common share | 1,357,349,653 | 5,023,258,979 | 848,874,847 | 3,861,915,304 | ||||||||||
Basic income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Diluted income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||||||||
Recent Accounting Pronouncements – From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. ASU Update 2014-09 Revenue From Contracts With Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers with an effective date after December 15, 2016 will be evaluated as to impact and implemented accordingly. In addition, ASU Update 2014-15 Presentation of Financial Statements-Going Concern (Sub Topic 205-40) issued August 27, 2014 by FASB defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. The additional disclosure requirement is effective after December 15, 2016 and will be evaluated as to impact and implemented accordingly. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | |||||||||||||
as filed on our Form 10-K/A on September 19, 2014, we also restated our December 31, 2013 Balance Sheet as it pertains to the Fair Value of our Warrants, Preferred Series C & D and Convertible Debentures to amounts as stated below from how they were reported as of December 31, 2013 in our 10-K (in thousands): | ||||||||||||||
December 31, 2013 | Adjustments | December 31, 2013 | ||||||||||||
(as previously reported) | (Restated) | |||||||||||||
Derivative Financial Instruments – warrants | $ | 684 | $ | -64 | $ | 620 | ||||||||
Derivative Financial Instruments – Series C and D PS and DP | $ | 23,606 | $ | -23,310 | $ | 296 | ||||||||
Debentures payable – carried at fair value | $ | 257,451 | $ | -219,201 | $ | 38,250 | ||||||||
Total Liabilities | $ | 284,576 | $ | -242,575 | $ | 42,001 | ||||||||
Accumulated Deficit | $ | -479,485 | $ | 242,575 | $ | -236,910 | ||||||||
Total shareholders’ deficit | $ | -284,435 | $ | 242,575 | $ | -41,860 | ||||||||
Schedule of Derivative Instruments [Table Text Block] | ' | |||||||||||||
The tables below reflect the changes in restating the derivative liabilities for the three months and nine months ended September 30, 2013: | ||||||||||||||
Derivative Liability Restatement for the 3 months ended September 30, 2013 (in thousands): | ||||||||||||||
3 Mos. September 30, | Adjustments | 3 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -24,165 | $ | 28,660 | $ | 4,495 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 92 | $ | -2 | $ | 90 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -2,620 | $ | 2,651 | $ | 31 | ||||||||
Net income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Net income (loss) available to shareholders | $ | -26,245 | $ | 31,309 | $ | 5,064 | ||||||||
Comprehensive income (loss) | $ | -26,200 | $ | 31,309 | $ | 5,109 | ||||||||
Derivative Liability Restatement for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Net income available to shareholders | $ | -48,276 | $ | 82,317 | $ | 34,041 | ||||||||
Comprehensive income (loss) | $ | -47,667 | $ | 82,583 | $ | 34,916 | ||||||||
Schedule of Derivative Instruments in Statement of Cash Flows, Fair Value [Table Text Block] | ' | |||||||||||||
Statement of Cash Flows for the 9 months ended September 30, 2013 (in thousands): | ||||||||||||||
9 Mos. September 30, | Adjustments | 9 Mos. September 30, | ||||||||||||
2013 | 2013 | |||||||||||||
(as previously reported) | (as Restated) | |||||||||||||
Net income (loss) | $ | -47,534 | $ | 82,317 | $ | 34,783 | ||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -46,959 | $ | 75,508 | $ | 28,549 | ||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,503 | $ | 11 | $ | 3,514 | ||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -4,769 | $ | 6,798 | $ | 2,029 | ||||||||
Net cash used in operating activities | $ | -536 | $ | - | $ | -536 | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||
The components of basic and diluted income (loss) per share attributable to NeoMedia Technologies, Inc. common stock shareholders were as follows (in thousands, except share and per share data): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
(restated) | (restated) | |||||||||||||
Numerator: | ||||||||||||||
Net income (loss) available to common shareholders | $ | -1,088 | $ | 5,064 | $ | 2,500 | $ | 34,041 | ||||||
Effect of dilutive securities | ||||||||||||||
Hybrid financial instruments | - | 261 | - | 24,314 | ||||||||||
Derivative liability - warrants | - | 90 | - | 3,514 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 31 | - | 2,029 | ||||||||||
Numerator for diluted income (loss) per common share | $ | -1,088 | $ | 5,446 | $ | 2,500 | $ | 63,898 | ||||||
Denominator: | ||||||||||||||
Weighted average shares used to compute basic income (loss) per common share | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 | ||||||||||
Effect of dilutive securities: | ||||||||||||||
Hybrid financial instruments | - | 32,949,714 | 32,949,714 | 32,949,714 | ||||||||||
Derivative liability - warrants | - | 2,083,292 | 2,083,292 | 2,083,292 | ||||||||||
Derivative liability - Series C and D preferred stock and debentures | - | 3,398,694 | 3,398,694 | 3,398,694 | ||||||||||
Denominator for diluted income (loss) per common share | 1,357,349,653 | 5,023,258,979 | 848,874,847 | 3,861,915,304 | ||||||||||
Basic income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Diluted income (loss) per common share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued liabilities consist of the following as of September 30, 2014 and December 31, 2013: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued operating expenses | $ | 129 | $ | 112 | ||||
Accrued payroll related expenses | 74 | 65 | ||||||
Accrued legal fees | 165 | 114 | ||||||
Total | $ | 368 | $ | 291 | ||||
Financing_Tables
Financing (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||
Schedule of Significant Terms Debentures for Entire Hybrid Instrument [Table Text Block] | ' | ||||||||||||||||||||||
The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of September 30, 2014: | |||||||||||||||||||||||
Conversion Price – Lower of Fixed | |||||||||||||||||||||||
Price or Percentage of VWAP for | |||||||||||||||||||||||
Look-back period | |||||||||||||||||||||||
Anti- | |||||||||||||||||||||||
Dilution | |||||||||||||||||||||||
Debenture | Face | Interest | Fixed | Adjusted | Look-back | ||||||||||||||||||
Issuance Year | Amount | Rate | Price | Price | % | Period | |||||||||||||||||
(in thousands) | |||||||||||||||||||||||
2006 | $ | 1,962 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | ||||||||||||
2007 | 547 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2007 | 272 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2008 | 1,106 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2008 | 830 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2009 | 18 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2011 | 826 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2012 | 762 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2012 | 210 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
2013 | 22,084 | 9.5 | % | $ | 2 | $ | 0.000095 | 90 | % | 125 Days | |||||||||||||
2013 | 7,127 | - | $ | 2 | $ | 0.00009 | 95 | % | 125 Days | ||||||||||||||
Total | $ | 35,744 | |||||||||||||||||||||
Schedule of Number of Shares Issued Convertible Preferred Stock [Table Text Block] | ' | ||||||||||||||||||||||
The following table provides a summary of the preferred stock conversions that have occurred since inception and the number of shares of common stock issued upon conversion. | |||||||||||||||||||||||
Preferred | Preferred | Preferred | Common | ||||||||||||||||||||
shares | shares | shares | shares | ||||||||||||||||||||
issued | converted | remaining | Issued | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | 22 | 18 | 4 | 852,048 | |||||||||||||||||||
Series D Preferred Stock | 25 | 22 | 3 | 16,344 | |||||||||||||||||||
Schedule of Debt Conversions [Table Text Block] | ' | ||||||||||||||||||||||
The outstanding principal and accrued interest for the debentures as of September 30, 2014 is reflected in the following table in addition to the principal and interest converted since inception and the number of shares of common stock issued upon conversion. | |||||||||||||||||||||||
Outstanding | Principal and | Common | |||||||||||||||||||||
principal and | accrued interest | Shares | |||||||||||||||||||||
accrued interest | converted since | issued | |||||||||||||||||||||
at September | inception | ||||||||||||||||||||||
30, 2014 | |||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures | $ | 39,071 | $ | 12,389 | 1,891,961 | ||||||||||||||||||
Schedule of Activities of Compound Embedded Derivative [Table Text Block] | ' | ||||||||||||||||||||||
The following table reflects the face value of the instruments and the fair value of the separately recognized compound embedded derivative, as well the number of common shares into which the instruments are convertible as of September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||
September 30, 2014 | |||||||||||||||||||||||
Face | Carrying | Embedded | Common | ||||||||||||||||||||
Conversion | Stock | ||||||||||||||||||||||
Value | Value | Feature | Shares | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | $ | 4,357 | $ | 4,357 | $ | 21 | 44,917,526 | ||||||||||||||||
Series D Preferred Stock | 348 | 348 | 2 | 3,588,660 | |||||||||||||||||||
Total | $ | 4,705 | $ | 4,705 | $ | 23 | 48,506,186 | ||||||||||||||||
December 31, 2013 | |||||||||||||||||||||||
Face | Carrying | Embedded | Common | ||||||||||||||||||||
Conversion | Stock | ||||||||||||||||||||||
Feature | |||||||||||||||||||||||
Value | Value | (Restated) | Shares | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Series C Preferred Stock | $ | 4,816 | $ | 4,816 | $ | 276 | 24,823,015 | ||||||||||||||||
Series D Preferred Stock | 348 | 348 | 20 | 1,794,330 | |||||||||||||||||||
Total | $ | 5,164 | $ | 5,164 | $ | 296 | 26,617,345 | ||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||||||||||||||||
Gain (loss) from change in fair value of derivative liability – Series C and D Preferred Stock and debentures | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Series C Preferred Stock | $ | 27 | $ | 29 | $ | 255 | $ | 1,907 | |||||||||||||||
Series D Preferred Stock | 2 | 2 | 18 | 138 | |||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | – | – | – | -16 | |||||||||||||||||||
Gain (loss) from change in fair value of derivative liability | $ | 29 | $ | 31 | $ | 273 | $ | 2,029 | |||||||||||||||
Schedule of Hybrid Financial Instrument Disclosure [Table Text Block] | ' | ||||||||||||||||||||||
The following table reflects the face value of the financial instruments, the fair value of the hybrid financial instrument and the number of shares of common stock into which the instruments are convertible as of September 30, 2014 and December 31, 2013. | |||||||||||||||||||||||
September 30, 2014 | Common | ||||||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||||||
Value | Value | Shares | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | $ | 1,962 | $ | 1,995 | 22,923,200 | ||||||||||||||||||
2007 | 819 | 971 | 11,169,826 | ||||||||||||||||||||
2008 | 1,936 | 1,884 | 22,189,724 | ||||||||||||||||||||
2009 | 18 | 56 | 599,497 | ||||||||||||||||||||
2011 | 826 | 817 | 9,401,222 | ||||||||||||||||||||
2012 | 972 | 1,068 | 12,308,528 | ||||||||||||||||||||
2013 | 29,211 | 28,997 | 337,653,494 | ||||||||||||||||||||
Total | $ | 35,744 | $ | 35,788 | 416,245,491 | ||||||||||||||||||
December 31, 2013 | Fair | Common | |||||||||||||||||||||
Face | Value | Stock | |||||||||||||||||||||
Value | (Restated) | Shares | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Debentures: | |||||||||||||||||||||||
2006 | $ | 1,962 | $ | 2,008 | 819,019 | ||||||||||||||||||
2007 | 839 | 533 | 216,720 | ||||||||||||||||||||
2008 | 2,047 | 1,905 | 779,294 | ||||||||||||||||||||
2009 | 134 | 151 | 61,563 | ||||||||||||||||||||
2011 | 852 | 854 | 348,437 | ||||||||||||||||||||
2012 | 972 | 1,392 | 568,305 | ||||||||||||||||||||
2013 | 34,211 | 31,407 | 12,826,301 | ||||||||||||||||||||
Total | $ | 41,017 | $ | 38,250 | 15,619,639 | ||||||||||||||||||
Schedule of Fair Value Hybrid Financial Instrument Disclosure [Table Text Block] | ' | ||||||||||||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
2006 | $ | -83 | $ | 1,048 | $ | -144 | $ | 6,657 | |||||||||||||||
2007 | -35 | 1,083 | -49 | 6,878 | |||||||||||||||||||
2008 | -82 | 1,309 | -140 | 8,315 | |||||||||||||||||||
2009 | -1 | 253 | -6 | 1,605 | |||||||||||||||||||
2010 | - | - | - | - | |||||||||||||||||||
2011 | -35 | 496 | -61 | 3,150 | |||||||||||||||||||
2012 | -41 | 117 | -86 | 742 | |||||||||||||||||||
2013 | -1,092 | 189 | -2,056 | 1,202 | |||||||||||||||||||
Gain (loss) from changes in fair value of hybrid instruments | $ | -1,369 | $ | 4,495 | $ | -2,542 | $ | 28,549 | |||||||||||||||
Schedule of Warrants Embedded Warrants Fair Value Outstanding and Anti Dilutive Adjustment Disclosure [Table Text Block] | ' | ||||||||||||||||||||||
Warrants – The following table summarizes the warrants outstanding, their fair value and their exercise price after adjustment for anti-dilution provisions: | |||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | ||||||||||||||||||||||
Anti- | Anti- | Fair | |||||||||||||||||||||
Dilution | Dilution | ||||||||||||||||||||||
Adjusted | Adjusted | ||||||||||||||||||||||
Expiration | Exercise | Fair | Exercise | Value | |||||||||||||||||||
Year | Price | Warrants | Value | Price | Warrants | (Restated) | |||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||||||
Series D Preferred Stock | 2017 | 0.0015 | 5,825 | $ | 0.29 | 0.0001 | 87,368 | $ | 110 | ||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||||||
2008 | 2015 | 0.0015 | 15,872 | 0.79 | 0.0001 | 238,079 | 294 | ||||||||||||||||
2010 | 2015 | 0.0015 | 5,423 | 0.27 | 0.0001 | 81,350 | 101 | ||||||||||||||||
2011 | 2016 | 0.0015 | 3,883 | 0.19 | 0.0001 | 58,246 | 72 | ||||||||||||||||
2012 | 2017 | 0.0015 | 2,330 | 0.12 | 0.0001 | 34,947 | 43 | ||||||||||||||||
Total | 33,333 | $ | 2 | 499,990 | $ | 620 | |||||||||||||||||
Schedule of Changes in Fair Value of Warrants [Table Text Block] | ' | ||||||||||||||||||||||
The changes in the fair value of the warrants were as follows: | |||||||||||||||||||||||
Gain from change in fair value of derivative liability – warrants | |||||||||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||
2014 | (Restated) | 2014 | (Restated) | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||||||
Series D Convertible Preferred Stock | $ | 7 | $ | 16 | $ | 108 | $ | 614 | |||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||||||
2008 | 18 | 43 | 294 | 1,673 | |||||||||||||||||||
2010 | 6 | 15 | 101 | 572 | |||||||||||||||||||
2011 | 4 | 10 | 72 | 409 | |||||||||||||||||||
2012 | 3 | 6 | 43 | 246 | |||||||||||||||||||
Gain from change in fair value of derivative liability – warrants | $ | 38 | $ | 90 | $ | 618 | $ | 3,514 | |||||||||||||||
Schedule of Reconciliation Changes in Fair Value of Financial Instruments and Hybrid Instruments Carried at Fair Value [Table Text Block] | ' | ||||||||||||||||||||||
The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value using Level 3 inputs and changes in the fair value of hybrid instruments carried at fair value during the nine months ended September 30, 2014: | |||||||||||||||||||||||
Compound | |||||||||||||||||||||||
Embedded | Warrant | Hybrid | |||||||||||||||||||||
Derivatives | Derivatives | Instruments | Total | ||||||||||||||||||||
Beginning balance, December 31, 2013 (restated): | $ | 296 | $ | 620 | $ | 38,250 | $ | 39,166 | |||||||||||||||
Fair value adjustments: | |||||||||||||||||||||||
Compound embedded derivatives | -273 | - | - | -273 | |||||||||||||||||||
Warrant derivatives | - | -618 | - | -618 | |||||||||||||||||||
Hybrid instruments | - | - | 2,542 | 2,542 | |||||||||||||||||||
Debt Extinguishment | -4,247 | -4,247 | |||||||||||||||||||||
Conversions: | |||||||||||||||||||||||
Series D Preferred Stock | -1 | - | - | -1 | |||||||||||||||||||
August 24, 2006 financing | - | - | -195 | -195 | |||||||||||||||||||
December 29, 2006 financing | - | - | -61 | -61 | |||||||||||||||||||
March 27, 2007 financing | - | - | -97 | -97 | |||||||||||||||||||
October 28, 2008 financing | - | - | -148 | -148 | |||||||||||||||||||
August 14, 2009 financing | - | - | -133 | -133 | |||||||||||||||||||
February 8, 2011 financing | - | - | -35 | -35 | |||||||||||||||||||
March 11, 2011 financing | - | - | -11 | -11 | |||||||||||||||||||
April 13, 2011 financing | - | - | -3 | -3 | |||||||||||||||||||
May 31, 2011 financing | - | - | -1 | -1 | |||||||||||||||||||
June 28, 2011 financing | - | - | -3 | -3 | |||||||||||||||||||
December 8, 2011 financing | -30 | -30 | |||||||||||||||||||||
July 1, 2013 financing | -40 | -40 | |||||||||||||||||||||
Ending balance, September 30, 2014 | $ | 22 | $ | 2 | $ | 35,788 | $ | 35,812 | |||||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
The status of our outstanding, vested and exercisable options during the nine months ended September 30, 2014 is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Weighted- | Contractual | ||||||||||||||||
Average | Aggregate | Life | |||||||||||||||
Exercise | Intrinsic | Remaining | |||||||||||||||
Shares | Price | Value | in Years | ||||||||||||||
(in | (in | ||||||||||||||||
thousands) | thousands) | ||||||||||||||||
Outstanding at December 31, 2013 | 1,173 | $ | 0.017 | - | |||||||||||||
Outstanding at September 30, 2014 | 1,173 | $ | 0.017 | $ | - | 6.9 | |||||||||||
Exercisable at September 30, 2014 | 1,006 | $ | 0.018 | $ | - | 6.8 | |||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | ||||||||||||||||
The following table summarizes information about our stock options outstanding at September 30, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number of Shares | Weighted- | Weighted- | Number of Shares | Weighted- | ||||||||||||
Average | Average Exercise | Average | |||||||||||||||
Remaining | Price | Exercise Price | |||||||||||||||
Life | |||||||||||||||||
(in thousands) | (in years) | (in thousands) | |||||||||||||||
$0.01 | 200 | 7.9 | $ | 0.008 | 90 | $ | 0.008 | ||||||||||
$0.014 to $0.03 | 884 | 6.8 | 0.015 | 862 | 0.015 | ||||||||||||
$0.05 | 89 | 6.4 | 0.047 | 89 | 0.047 | ||||||||||||
1,173 | 6.9 | $ | 0.017 | 1,041 | $ | 0.017 | |||||||||||
Geographic_Information_Tables
Geographic Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Revenue from External Customers by Geographic Areas [Table Text Block] | ' | |||||||||||||
Revenue, classified by geographic location from which the revenue was originated, was as follows (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
United States | $ | 1,002 | $ | 1,551 | $ | 2,659 | $ | 3,806 | ||||||
Germany | - | 51 | - | 65 | ||||||||||
Total revenue | $ | 1,002 | $ | 1,602 | $ | 2,659 | $ | 3,871 | ||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Change in Accounting Estimate [Line Items] | ' | ' |
Derivative Financial Instruments - warrants | $2 | $620 |
Derivative Financial Instruments - Series C and D PS and DP | 22 | 296 |
Debentures payable - carried at fair value | 35,788 | 38,250 |
Total Liabilities | 38,328 | 42,001 |
Accumulated deficit | -234,410 | -236,910 |
Total shareholders' deficit | -38,142 | -41,860 |
Scenario, Previously Reported [Member] | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' |
Derivative Financial Instruments - warrants | ' | 684 |
Derivative Financial Instruments - Series C and D PS and DP | ' | 23,606 |
Debentures payable - carried at fair value | ' | 257,451 |
Total Liabilities | ' | 284,576 |
Accumulated deficit | ' | -479,485 |
Total shareholders' deficit | ' | -284,435 |
Scenario, Adjustment [Member] | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' |
Derivative Financial Instruments - warrants | ' | -64 |
Derivative Financial Instruments - Series C and D PS and DP | ' | -23,310 |
Debentures payable - carried at fair value | ' | -219,201 |
Total Liabilities | ' | -242,575 |
Accumulated deficit | ' | 242,575 |
Total shareholders' deficit | ' | $242,575 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Gain (loss) from change in fair value of hybrid financial instruments | ($1,369) | $4,495 | ($2,542) | $28,549 |
Gain (loss) from change in fair value of derivative liability - warrants | 38 | 90 | 618 | 3,514 |
Gain (loss) from change in fair value of derivative liability - Series C & D | 29 | 31 | 273 | 2,029 |
Net income (loss) | -1,088 | 5,109 | 2,500 | 34,783 |
Net income (loss) available to shareholders | -1,088 | 5,064 | 2,500 | 34,041 |
Comprehensive income (loss) | -1,088 | 5,109 | 2,500 | 34,916 |
Scenario, Previously Reported [Member] | ' | ' | ' | ' |
Gain (loss) from change in fair value of hybrid financial instruments | ' | -24,165 | ' | -46,959 |
Gain (loss) from change in fair value of derivative liability - warrants | ' | 92 | ' | 3,503 |
Gain (loss) from change in fair value of derivative liability - Series C & D | ' | -2,620 | ' | -4,769 |
Net income (loss) | ' | -26,200 | ' | -47,534 |
Net income (loss) available to shareholders | ' | -26,245 | ' | -48,276 |
Comprehensive income (loss) | ' | -26,200 | ' | -47,667 |
Scenario, Adjustment [Member] | ' | ' | ' | ' |
Gain (loss) from change in fair value of hybrid financial instruments | ' | 28,660 | ' | 75,508 |
Gain (loss) from change in fair value of derivative liability - warrants | ' | -2 | ' | 11 |
Gain (loss) from change in fair value of derivative liability - Series C & D | ' | 2,651 | ' | 6,798 |
Net income (loss) | ' | 31,309 | ' | 82,317 |
Net income (loss) available to shareholders | ' | 31,309 | ' | 82,317 |
Comprehensive income (loss) | ' | $31,309 | ' | $82,583 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net income (loss) | ($1,088) | $5,109 | $2,500 | $34,783 |
Gain (loss) from change in fair value of hybrid financial instruments | -1,369 | 4,495 | -2,542 | 28,549 |
Gain (loss) from change in fair value of derivative liability - warrants | 38 | 90 | 618 | 3,514 |
(Gain) loss from change in fair value of derivative liability - Series C and D preferred stock and debentures | 29 | 31 | 273 | 2,029 |
Net cash used in operating activities | ' | ' | -333 | -536 |
Scenario, Previously Reported [Member] | ' | ' | ' | ' |
Net income (loss) | ' | -26,200 | ' | -47,534 |
Gain (loss) from change in fair value of hybrid financial instruments | ' | -24,165 | ' | -46,959 |
Gain (loss) from change in fair value of derivative liability - warrants | ' | 92 | ' | 3,503 |
(Gain) loss from change in fair value of derivative liability - Series C and D preferred stock and debentures | ' | -2,620 | ' | -4,769 |
Net cash used in operating activities | ' | ' | ' | -536 |
Scenario, Adjustment [Member] | ' | ' | ' | ' |
Net income (loss) | ' | 31,309 | ' | 82,317 |
Gain (loss) from change in fair value of hybrid financial instruments | ' | 28,660 | ' | 75,508 |
Gain (loss) from change in fair value of derivative liability - warrants | ' | -2 | ' | 11 |
(Gain) loss from change in fair value of derivative liability - Series C and D preferred stock and debentures | ' | 2,651 | ' | 6,798 |
Net cash used in operating activities | ' | ' | ' | $0 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Numerator: | ' | ' | ' | ' | ' |
Net income (loss) available to common shareholders | ($1,088) | $5,064 | $2,500 | $34,041 | ' |
Effect of dilutive securities | ' | ' | ' | ' | ' |
Hybrid financial instruments | -1,369 | 4,495 | -2,542 | 28,549 | ' |
Derivative liability - warrants | 38 | 90 | 618 | 3,514 | ' |
Derivative liability - Series C and D preferred stock and debentures | 29 | 31 | 273 | 2,029 | ' |
Denominator: | ' | ' | ' | ' | ' |
Weighted average shares used to compute basic income (loss) per common share (in shares) | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 | ' |
Effect of dilutive securities: | ' | ' | ' | ' | ' |
Hybrid financial instruments (in shares) | ' | ' | 416,245,491 | ' | 15,619,639 |
Denominator for diluted income (loss) per common share (in shares) | 1,395,781,353 | 5,023,258,979 | 848,874,847 | 3,861,915,304 | ' |
Basic income (loss) per common share (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Diluted income (loss) per common share (in dollars per share) | $0 | $0 | $0 | $0 | ' |
Numerator [Member] | ' | ' | ' | ' | ' |
Numerator: | ' | ' | ' | ' | ' |
Net income (loss) available to common shareholders | -1,088 | 5,064 | 2,500 | 34,041 | ' |
Effect of dilutive securities | ' | ' | ' | ' | ' |
Hybrid financial instruments | 0 | 261 | 0 | 24,314 | ' |
Derivative liability - warrants | 0 | 90 | 0 | 3,514 | ' |
Derivative liability - Series C and D preferred stock and debentures | 0 | 31 | 0 | 2,029 | ' |
Numerator for diluted income (loss) per common share | ($1,088) | $5,446 | $2,500 | $63,898 | ' |
Denominator [Member] | ' | ' | ' | ' | ' |
Denominator: | ' | ' | ' | ' | ' |
Weighted average shares used to compute basic income (loss) per common share (in shares) | 1,357,349,653 | 4,984,827,279 | 810,443,147 | 3,823,483,604 | ' |
Effect of dilutive securities: | ' | ' | ' | ' | ' |
Hybrid financial instruments (in shares) | 0 | 32,949,714 | 32,949,714 | 32,949,714 | ' |
Derivative liability - warrants (in shares) | 0 | 2,083,292 | 2,083,292 | 2,083,292 | ' |
Derivative liability - Series C and D preferred stock and debentures (in shares) | 0 | 3,398,694 | 3,398,694 | 3,398,694 | ' |
Denominator for diluted income (loss) per common share (in shares) | 1,357,349,653 | 5,023,258,979 | 848,874,847 | 3,861,915,304 | ' |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Net Cash Used in Operations | ' | ' | ($333,000) | ($536,000) | ' |
Accumulated deficit | -234,410,000 | ' | -234,410,000 | ' | -236,910,000 |
Working Capital Deficit | 37,900,000 | ' | 37,900,000 | ' | ' |
Working Capital Deficit Related To Financing Instruments | 35,800,000 | ' | 35,800,000 | ' | ' |
Net income | -1,088,000 | 5,109,000 | 2,500,000 | 34,783,000 | ' |
Conversion of Stock, Shares Issued | ' | ' | 2,486,141 | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | ' | $0.00 | ' | ' |
Common Stock, Shares Authorized | 7,500,000,000 | ' | 7,500,000,000 | ' | 7,500,000,000 |
Gains (Losses) on Extinguishment of Debt | 0 | 53,000 | 4,247,000 | 53,000 | ' |
Debt Instrument, Increase (Decrease), net | ' | ' | 5,000,000 | ' | ' |
Operating Loss | 214,000 | 440,000 | -96,000 | 622,000 | ' |
General and Administrative Expense | 493,000 | 723,000 | 1,838,000 | 2,245,000 | ' |
Effect of Exchange Rate on Cash | ' | ' | ' | 334,000 | ' |
Stockholders' Equity, Reverse Stock Split | ' | ' | 'each fifteen shares of common stock issued and outstanding were combined and converted into 1 share of common stock (the Reverse-Split). | ' | ' |
Plan of Merger [Member] | Maximum [Member] | ' | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 7,500,000,000 | ' | 7,500,000,000 | ' | ' |
Plan of Merger [Member] | Minimum [Member] | ' | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 5,000,000,000 | ' | 5,000,000,000 | ' | ' |
Series C Preferred Stock [Member] | ' | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Dividends | ' | ' | ' | 16,000 | ' |
Debentures [Member] | ' | ' | ' | ' | ' |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Dividends | ' | $681,000 | ' | ' | ' |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Accrued operating expenses | $129 | $112 |
Accrued payroll related expenses | 74 | 65 |
Accrued legal fees | 165 | 114 |
Total | $368 | $291 |
Financing_Details
Financing (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
In Thousands, except Per Share data, unless otherwise specified | Debenture Issuance In 2006 [Member] | Debenture Issuance One In 2007 [Member] | Debenture Issuance Two In 2007 [Member] | Debenture Issuance One In 2008 [Member] | Debenture Issuance Two In 2008 [Member] | Debenture Issuance 2009 [Member] | Debenture Issuance 2011 [Member] | Debenture Issuance One In 2012 [Member] | Debenture Issuance Two In 2012 [Member] | Debenture Issuance One In 2013 [Member] | Debenture Issuance Two In 2013 [Member] | ||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face Amount | $35,744 | $41,017 | $1,962 | $547 | $272 | $1,106 | $830 | $18 | $826 | $762 | $210 | $22,084 | $7,127 |
Interest Rate | ' | ' | 9.50% | 9.50% | 0.00% | 9.50% | 0.00% | 9.50% | 9.50% | 9.50% | 0.00% | 9.50% | 0.00% |
Fixed Price | ' | ' | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 | $2 |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | ' | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | ' | ' | 90.00% | 90.00% | 95.00% | 90.00% | 95.00% | 90.00% | 90.00% | 90.00% | 95.00% | 90.00% | 95.00% |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | ' | ' | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days | '125 days |
Financing_Details_1
Financing (Details 1) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Debt Conversion [Line Items] | ' | ' |
Common shares issued | 2,818,464,157 | 332,321,819 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Preferred shares issued | 4,357 | 4,816 |
Preferred shares converted | 18,000 | ' |
Preferred shares remaining | 4,000 | ' |
Common shares issued | 852,048,000 | ' |
Series D Convertible Preferred Stock [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Preferred shares issued | 3,481 | 3,481 |
Preferred shares converted | 22,000 | ' |
Preferred shares remaining | 3,000 | ' |
Common shares issued | 16,344,000 | ' |
Financing_Details_2
Financing (Details 2) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Debt Conversion [Line Items] | ' |
Debentures, Outstanding principal and accrued interest | $39,071 |
Debentures, Principal and accrued interest converted since inception | $12,389 |
Common shares issued (in shares) | 1,891,961 |
Financing_Details_3
Financing (Details 3) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Conversion [Line Items] | ' | ' |
Preferred Stock, Face Value | $4,705 | $5,164 |
Preferred Stock, Carrying Value | 4,705 | 5,164 |
Preferred Stock, Embedded Conversion Feature | 23 | 296 |
Preferred Stock, Common Stock Shares (in shares) | 48,506,186 | 26,617,345 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Preferred Stock, Face Value | 4,357 | 4,816 |
Preferred Stock, Carrying Value | 4,357 | 4,816 |
Preferred Stock, Embedded Conversion Feature | 21 | 276 |
Preferred Stock, Common Stock Shares (in shares) | 44,917,526 | 24,823,015 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Preferred Stock, Face Value | 348 | 348 |
Preferred Stock, Carrying Value | 348 | 348 |
Preferred Stock, Embedded Conversion Feature | $2 | $20 |
Preferred Stock, Common Stock Shares (in shares) | 3,588,660 | 1,794,330 |
Financing_Details_4
Financing (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from change in fair value of derivative liability | $29 | $31 | $273 | $2,029 |
Series C Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from change in fair value of derivative liability | 27 | 29 | 255 | 1,907 |
Series D Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from change in fair value of derivative liability | 2 | 2 | 18 | 138 |
Debentures 2006 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from change in fair value of derivative liability | $0 | $0 | $0 | ($16) |
Financing_Details_5
Financing (Details 5) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | $35,744 | $41,017 |
Debentures, Fair Value | 35,788 | 38,250 |
Debentures, Common Stock Shares | 416,245,491 | 15,619,639 |
Debentures 2006 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 1,962 | 1,962 |
Debentures, Fair Value | 1,995 | 2,008 |
Debentures, Common Stock Shares | 22,923,200 | 819,019 |
Debentures 2007 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 819 | 839 |
Debentures, Fair Value | 971 | 533 |
Debentures, Common Stock Shares | 11,169,826 | 216,720 |
Debentures 2008 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 1,936 | 2,047 |
Debentures, Fair Value | 1,884 | 1,905 |
Debentures, Common Stock Shares | 22,189,724 | 779,294 |
Debentures 2009 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 18 | 134 |
Debentures, Fair Value | 56 | 151 |
Debentures, Common Stock Shares | 599,497 | 61,563 |
Debentures 2011 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 826 | 852 |
Debentures, Fair Value | 817 | 854 |
Debentures, Common Stock Shares | 9,401,222 | 348,437 |
Debentures 2012 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 972 | 972 |
Debentures, Fair Value | 1,068 | 1,392 |
Debentures, Common Stock Shares | 12,308,528 | 568,305 |
Debentures 2013 Series [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debentures, Face Value | 29,211 | 34,211 |
Debentures, Fair Value | $28,997 | $31,407 |
Debentures, Common Stock Shares | 337,653,494 | 12,826,301 |
Financing_Details_6
Financing (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | ($1,369) | $4,495 | ($2,542) | $28,549 |
Debentures 2006 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -83 | 1,048 | -144 | 6,657 |
Debentures 2007 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -35 | 1,083 | -49 | 6,878 |
Debentures 2008 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -82 | 1,309 | -140 | 8,315 |
Debentures 2009 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -1 | 253 | -6 | 1,605 |
Debentures 2010 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | 0 | 0 | 0 | 0 |
Debentures 2011 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -35 | 496 | -61 | 3,150 |
Debentures 2012 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | -41 | 117 | -86 | 742 |
Debentures 2013 Series [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain (loss) from changes in fair value of hybrid instruments | ($1,092) | $189 | ($2,056) | $1,202 |
Financing_Details_7
Financing (Details 7) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Debt Conversion [Line Items] | ' | ' |
Warrants | 33,333 | 499,990 |
Warrants, Fair Value | $2 | $620,000 |
Warrants Issued With Debentures 2008 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Warrants, Expiration Year | '2015 | ' |
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | $0.00 |
Warrants | 15,872 | 238,079 |
Warrants, Fair Value | 0.79 | 294,000 |
Warrants Issued With Debentures 2010 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Warrants, Expiration Year | '2015 | ' |
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | $0.00 |
Warrants | 5,423 | 81,350 |
Warrants, Fair Value | 0.27 | 101,000 |
Warrants Issued With Debentures 2011 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Warrants, Expiration Year | '2016 | ' |
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | $0.00 |
Warrants | 3,883 | 58,246 |
Warrants, Fair Value | 0.19 | 72,000 |
Warrants Issued With Debentures 2012 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Warrants, Expiration Year | '2017 | ' |
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | $0.00 |
Warrants | 2,330 | 34,947 |
Warrants, Fair Value | 0.12 | 43,000 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Warrants, Expiration Year | '2017 | ' |
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | $0.00 |
Warrants | 5,825 | 87,368 |
Warrants, Fair Value | $0.29 | $110,000 |
Financing_Details_8
Financing (Details 8) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | $38 | $90 | $618 | $3,514 |
Series D Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | 7 | 16 | 108 | 614 |
Warrants With Debenture Attached Series 2008 [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | 18 | 43 | 294 | 1,673 |
Warrants With Debenture Attached Series 2010 [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | 6 | 15 | 101 | 572 |
Warrants With Debenture Attached Series 2011 [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | 4 | 10 | 72 | 409 |
Warrants With Debenture Attached Series 2012 [Member] | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' |
Gain from change in fair value of derivative liability - warrants | $3 | $6 | $43 | $246 |
Financing_Details_9
Financing (Details 9) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Fair value adjustments: | ' | ' | ' | ' |
Compound embedded derivatives | ($29) | ($31) | ($273) | ($2,029) |
Warrant derivatives | -38 | -90 | -618 | -3,514 |
Hybrid instruments | 1,369 | -4,495 | 2,542 | -28,549 |
Debt Extinguishment | 0 | -53 | -4,247 | -53 |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' |
Statement [Line Items] | ' | ' | ' | ' |
Beginning balance, December 31, 2013: | ' | ' | 39,166 | ' |
Fair value adjustments: | ' | ' | ' | ' |
Compound embedded derivatives | ' | ' | -273 | ' |
Warrant derivatives | ' | ' | -618 | ' |
Hybrid instruments | ' | ' | 2,542 | ' |
Debt Extinguishment | ' | ' | -4,247 | ' |
Conversions: | ' | ' | ' | ' |
Series D Preferred Stock | ' | ' | -1 | ' |
August 24, 2006 financing | ' | ' | -195 | ' |
December 29, 2006 financing | ' | ' | -61 | ' |
March 27, 2007 financing | ' | ' | -97 | ' |
October 28, 2008 financing | ' | ' | -148 | ' |
August 14, 2009 financing | ' | ' | -133 | ' |
February 8, 2011 financing | ' | ' | -35 | ' |
March 11, 2011 financing | ' | ' | -11 | ' |
April 13, 2011 financing | ' | ' | -3 | ' |
May 31, 2011 financing | ' | ' | -1 | ' |
June 28, 2011 financing | ' | ' | -3 | ' |
December 8, 2011 financing | ' | ' | -30 | ' |
July 1, 2013 financing | ' | ' | -40 | ' |
Ending balance, September 30, 2014 | 35,812 | ' | 35,812 | ' |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | ' | ' | ' | ' |
Statement [Line Items] | ' | ' | ' | ' |
Beginning balance, December 31, 2013: | ' | ' | 296 | ' |
Fair value adjustments: | ' | ' | ' | ' |
Compound embedded derivatives | ' | ' | -273 | ' |
Warrant derivatives | ' | ' | 0 | ' |
Hybrid instruments | ' | ' | 0 | ' |
Conversions: | ' | ' | ' | ' |
Series D Preferred Stock | ' | ' | -1 | ' |
August 24, 2006 financing | ' | ' | 0 | ' |
December 29, 2006 financing | ' | ' | 0 | ' |
March 27, 2007 financing | ' | ' | 0 | ' |
October 28, 2008 financing | ' | ' | 0 | ' |
August 14, 2009 financing | ' | ' | 0 | ' |
February 8, 2011 financing | ' | ' | 0 | ' |
March 11, 2011 financing | ' | ' | 0 | ' |
April 13, 2011 financing | ' | ' | 0 | ' |
May 31, 2011 financing | ' | ' | 0 | ' |
June 28, 2011 financing | ' | ' | 0 | ' |
Ending balance, September 30, 2014 | 22 | ' | 22 | ' |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ' | ' | ' | ' |
Statement [Line Items] | ' | ' | ' | ' |
Beginning balance, December 31, 2013: | ' | ' | 620 | ' |
Fair value adjustments: | ' | ' | ' | ' |
Compound embedded derivatives | ' | ' | 0 | ' |
Warrant derivatives | ' | ' | -618 | ' |
Hybrid instruments | ' | ' | 0 | ' |
Conversions: | ' | ' | ' | ' |
Series D Preferred Stock | ' | ' | 0 | ' |
August 24, 2006 financing | ' | ' | 0 | ' |
December 29, 2006 financing | ' | ' | 0 | ' |
March 27, 2007 financing | ' | ' | 0 | ' |
October 28, 2008 financing | ' | ' | 0 | ' |
August 14, 2009 financing | ' | ' | 0 | ' |
February 8, 2011 financing | ' | ' | 0 | ' |
March 11, 2011 financing | ' | ' | 0 | ' |
April 13, 2011 financing | ' | ' | 0 | ' |
May 31, 2011 financing | ' | ' | 0 | ' |
June 28, 2011 financing | ' | ' | 0 | ' |
Ending balance, September 30, 2014 | 2 | ' | 2 | ' |
Fair Value, Inputs, Level 3 [Member] | Hybrid Instrument [Member] | ' | ' | ' | ' |
Statement [Line Items] | ' | ' | ' | ' |
Beginning balance, December 31, 2013: | ' | ' | 38,250 | ' |
Fair value adjustments: | ' | ' | ' | ' |
Compound embedded derivatives | ' | ' | 0 | ' |
Warrant derivatives | ' | ' | 0 | ' |
Hybrid instruments | ' | ' | 2,542 | ' |
Debt Extinguishment | ' | ' | -4,247 | ' |
Conversions: | ' | ' | ' | ' |
Series D Preferred Stock | ' | ' | 0 | ' |
August 24, 2006 financing | ' | ' | -195 | ' |
December 29, 2006 financing | ' | ' | -61 | ' |
March 27, 2007 financing | ' | ' | -97 | ' |
October 28, 2008 financing | ' | ' | -148 | ' |
August 14, 2009 financing | ' | ' | -133 | ' |
February 8, 2011 financing | ' | ' | -35 | ' |
March 11, 2011 financing | ' | ' | -11 | ' |
April 13, 2011 financing | ' | ' | -3 | ' |
May 31, 2011 financing | ' | ' | -1 | ' |
June 28, 2011 financing | ' | ' | -3 | ' |
December 8, 2011 financing | ' | ' | -30 | ' |
July 1, 2013 financing | ' | ' | -40 | ' |
Ending balance, September 30, 2014 | $35,788 | ' | $35,788 | ' |
Financing_Details_Textual
Financing (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 31-May-14 | Sep. 30, 2014 | 31-May-14 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 27-May-14 | Apr. 25, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Embedded Derivative Financial Instruments [Member] | Hybrid Instrument [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Debenture [Member] | Warrant [Member] | Warrant [Member] | Secured Debentures [Member] | Secured Debentures [Member] | Ya Global [Member] | Ya Global [Member] | Ya Global [Member] | Ya Global [Member] | Ya Global [Member] | ||||||
Hybrid Instrument [Member] | Hybrid Instrument [Member] | Maximum [Member] | Minimum [Member] | Warrant [Member] | ||||||||||||||||||||||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | $0 | $53,000 | $4,247,000 | $53,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,247,000 | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | ' | 9.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-May-16 | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | 205.00% | 205.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212.00% | 175.00% | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions Equivalent Credit Risk Adjusted Rate | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | '1 year 1 month 2 days | '1 year 1 month 2 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Inputs, Entity Credit Risk | ' | ' | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Cancelled By Investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000,000 |
Remaining Warrants By Investors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000,000 |
Gain (loss) from change in fair value of derivative liability - warrants | 38,000 | 90,000 | 618,000 | 3,514,000 | ' | ' | ' | 7,000 | 16,000 | 108,000 | 614,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'effective July 1, 2013 to extend the maturity date to August 1, 2015 and revise the conversion price to the lower of $2.00 or 90% of the lowest volume-weighted average price | ' |
Debt Instrument, Increase (Decrease), Net | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | 9.99% | ' | 9.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | 13.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.90% | 0.10% | ' | ' | ' | ' | ' | ' | ' |
Antidilution Adjusted Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative financial instruments - warrants | 2,000 | ' | 2,000 | ' | 620,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Debt Instrument, Face Amount | 35,744,000 | ' | 35,744,000 | ' | 41,017,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 242,000 | ' | 242,000 | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'maturity date 24 months from the issue date | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | 12.00% | ' |
Debt Instrument, Issuance Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Sep-14 | ' | ' | ' |
Fair Value Adjustment of Warrants | $207,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Outstanding (in shares) December 31, 2013 | 1,173 |
Options, Outstanding (in shares) September 30, 2014 | 1,173 |
Options, Exercisable (in shares) September 30, 2014 | 1,006 |
Weighted-Average Exercise Price, Outstanding (in dollars per share) December 31, 2013 | $0.02 |
Weighted-Average Exercise Price, Outstanding (in dollars per share) September 30, 2014 | $0.02 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) September 30, 2014 | $0.02 |
Aggregate Intrinsic Value, Outstanding | $0 |
Aggregate Intrinsic Value, Outstanding | 0 |
Aggregate Intrinsic Value, Exercisable | $0 |
Weighted- Average Contractual Life Remaining in Years | '6 years 10 months 24 days |
Weighted-Average Contractual Life Remaining in Years, Exercisable | '6 years 9 months 18 days |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Number of Shares (in shares) | 1,173 |
Options Outstanding, Weighted - Average Remaining Life (in years) | '6 years 10 months 24 days |
Options Outstanding, Weighted - Average Exercise Price (in dollars per share) | $0.02 |
Options Exercisable, Number of Shares (in shares) | 1,041 |
Options Exercisable, Weighted - Average Exercise Price (in dollars per share) | $0.02 |
Stock Option Plan Exercise Range 0.008 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Number of Shares (in shares) | 200 |
Options Outstanding, Weighted - Average Remaining Life (in years) | '7 years 10 months 24 days |
Options Outstanding, Weighted - Average Exercise Price (in dollars per share) | $0.01 |
Options Exercisable, Number of Shares (in shares) | 90 |
Options Exercisable, Weighted - Average Exercise Price (in dollars per share) | $0.01 |
Stock Option Plan Exercise Range 0.014 to 0.03 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Number of Shares (in shares) | 884 |
Options Outstanding, Weighted - Average Remaining Life (in years) | '6 years 9 months 18 days |
Options Outstanding, Weighted - Average Exercise Price (in dollars per share) | $0.02 |
Options Exercisable, Number of Shares (in shares) | 862 |
Options Exercisable, Weighted - Average Exercise Price (in dollars per share) | $0.02 |
Stock Option Plan Exercise Range 0.050 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Number of Shares (in shares) | 89 |
Options Outstanding, Weighted - Average Remaining Life (in years) | '6 years 4 months 24 days |
Options Outstanding, Weighted - Average Exercise Price (in dollars per share) | $0.05 |
Options Exercisable, Number of Shares (in shares) | 89 |
Options Exercisable, Weighted - Average Exercise Price (in dollars per share) | $0.05 |
Geographic_Information_Details
Geographic Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $1,002 | $1,602 | $2,659 | $3,871 |
GERMANY | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 0 | 51 | 0 | 65 |
UNITED STATES | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $1,002 | $1,551 | $2,659 | $3,806 |
Geographic_Information_Details1
Geographic Information (Details Textual) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Assets | $4,891 | $5,305 |
GERMANY | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Assets | $29 | $142 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | 9 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 20, 2014 | Oct. 20, 2014 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Series C Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Common Stock, Shares, Outstanding | 2,818,464,157 | 332,321,819 | ' | 10,000 |
Conversion of Stock, Shares Issued | 2,486,141 | ' | 532,872,922 | 103,092,783 |
Convertible Debt | ' | ' | $48,211 | ' |