Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 17, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | NEOMEDIA TECHNOLOGIES INC | ||
Entity Central Index Key | 1022701 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | NEOM | ||
Entity Common Stock, Shares Outstanding | 4,624,526,267 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $281,846 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $75 | $267 |
Accounts receivable | 214 | 295 |
Prepaid expenses and other current assets | 32 | 107 |
Total current assets | 321 | 669 |
Property and equipment, net | 0 | 5 |
Goodwill | 0 | 3,418 |
Patents and other intangible assets, net | 947 | 1,213 |
Other long-term assets | 16 | 0 |
Total assets | 1,284 | 5,305 |
Current liabilities: | ||
Accounts payable | 463 | 236 |
Accrued expenses | 303 | 291 |
Deferred revenues and customer prepayments | 1,151 | 2,252 |
Note payable | 242 | 56 |
Derivative financial instruments - warrants | 2 | 620 |
Derivative financial instruments - Series C and D preferred stock and debentures payable | 6 | 296 |
Debentures payable - carried at fair value | 37,384 | 38,250 |
Total current liabilities | 39,551 | 42,001 |
Commitments and contingencies (Notes 2, 4, 8) | ||
Shareholders' deficit: | ||
Preferred stock | 4,680 | 5,164 |
Common stock, no par value, 7,500,000,000 shares authorized, 4,166,142,620 and 332,321,818 shares issued and outstanding as of December 31, 2014 and 2013, respectively | 4,985 | 4,985 |
Additional paid-in capital | 192,224 | 190,946 |
Accumulated deficit | -239,377 | -236,910 |
Accumulated other comprehensive loss | 0 | -102 |
Treasury stock, at cost, 2,012 shares of common stock | -779 | -779 |
Total shareholders' deficit | -42,947 | -41,860 |
Total liabilities and shareholders' deficit | 1,284 | 5,305 |
Series C Convertible Preferred Stock [Member] | ||
Shareholders' deficit: | ||
Preferred stock | 4,332 | 4,816 |
Series D Convertible Preferred Stock [Member] | ||
Shareholders' deficit: | ||
Preferred stock | $348 | $348 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, shares authorized | 7,500,000,000 | 7,500,000,000 |
Common stock, shares issued | 4,166,142,620 | 332,321,818 |
Common stock, shares outstanding | 4,166,142,620 | 332,321,818 |
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 | 4,332 | 4,816 |
Convertible preferred stock, shares outstanding | 4,332 | 4,816 |
Preferred Stock, Liquidation Preference, Value | 4,332 | 4,816 |
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 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues | $3,512 | $5,024 |
Cost of revenues | -628 | -731 |
Gross profit | 2,884 | 4,293 |
Operating expenses: | ||
Sales and marketing expenses | -101 | -286 |
General and administrative expenses | -2,321 | -2,549 |
Research and development costs | -390 | -717 |
Charge for goodwill impairment | -3,418 | 0 |
Other operating income | 0 | 229 |
Total operating expenses | -6,230 | -3,323 |
Income (loss) from operations | -3,346 | 970 |
Other income (expense): | ||
Gain (loss) from change in fair value of hybrid financial instruments | -4,173 | 21,809 |
Gain (losses) on derivative liability - warrants | 618 | 3,067 |
Gain from change in fair value of derivative liability - Series C and D preferred stock and debentures | 289 | 1,841 |
Gain on extinguishment of debt | 4,247 | 53 |
Loss on liquidation of investment in foreign subsidiary | -102 | 0 |
Interest income, net | 0 | 16 |
Total other expense | 879 | 26,786 |
Net income (loss) before taxes | -2,467 | 27,756 |
Income tax benefit | 0 | 706 |
Net income (loss) | -2,467 | 28,462 |
Deemed dividends on convertible preferred stock | 0 | -16 |
Deemed dividends on convertible debentures | 0 | -726 |
Net income/(loss) available to common shareholders | -2,467 | 27,720 |
Comprehensive income (loss): | ||
Net income | -2,467 | 28,462 |
Foreign currency translation adjustment | 0 | 133 |
Comprehensive income (loss) | ($2,467) | $28,595 |
Net income per common share, basic and diluted: | ||
Basic (in dollars per share) | $0 | $0.10 |
Fully diluted (in dollars per share) | $0 | $0.10 |
Weighted average number of common shares: | ||
Basic (in shares) | 1,585,816,122 | 274,625,840 |
Fully diluted (in shares) | 1,585,816,122 | 274,625,840 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2012 | ($74,724) | $2,106 | $188,814 | ($264,630) | ($235) | ($779) |
Balance (in shares) at Dec. 31, 2012 | 140,402,392 | 2,012 | ||||
Shares issued upon conversions of Series C preferred stock | 51 | 41 | 10 | 0 | 0 | 0 |
Shares issued upon conversions of Series C preferred stock (in shares) | 2,749,140 | 0 | ||||
Shares issued upon conversions of convertible debentures | 4,959 | 2,838 | 2,121 | 0 | 0 | 0 |
Shares issued upon conversions of convertible debentures (in shares) | 189,170,285 | 0 | ||||
Deemed dividend on Series C preferred stock | -16 | 0 | 0 | -16 | 0 | 0 |
Deemed dividend on convertible debentures | -726 | 0 | 0 | -726 | 0 | 0 |
Stock-based compensation expense | 1 | 0 | 1 | 0 | 0 | |
Comprehensive income - foreign currency translation | 133 | 133 | 0 | |||
Net Income (Loss) | 28,462 | 0 | 0 | 28,462 | 0 | 0 |
Balance at Dec. 31, 2013 | -41,860 | 4,985 | 190,946 | -236,910 | -102 | -779 |
Balance (in shares) at Dec. 31, 2013 | 332,321,818 | 2,012 | ||||
Shares issued upon conversions of Series C preferred stock | 484 | 0 | 484 | 0 | 0 | 0 |
Shares issued upon conversions of Series C preferred stock (in shares) | 1,145,475,982 | 0 | ||||
Shares issued upon conversions of convertible debentures | 794 | 0 | 794 | 0 | 0 | 0 |
Shares issued upon conversions of convertible debentures (in shares) | 2,688,344,819 | 0 | ||||
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 |
Comprehensive income - foreign currency translation | 0 | 0 | 0 | 0 | 102 | 0 |
Net Income (Loss) | -2,467 | 0 | 0 | 0 | 0 | 0 |
Balance at Dec. 31, 2014 | ($42,947) | $4,985 | $192,224 | ($239,377) | $0 | ($779) |
Balance (in shares) at Dec. 31, 2014 | 4,166,142,620 | 2,012 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash Flows from Operating Activities: | ||
Net income | ($2,467) | $28,462 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 271 | 410 |
Gain on extinguishment of debt | -4,247 | -53 |
Loss (gain) from change in fair value of hybrid financial instruments | 4,173 | -21,809 |
Gain from change in fair value of derivative liability - warrants | -618 | -3,067 |
Gain from change in fair value of derivative liability - Series C and D preferred stock and debentures | -289 | -1,841 |
Impairment loss on goodwill | 3,418 | 0 |
Deferred taxes | 0 | -706 |
Stock-based compensation | 0 | 1 |
Loss on liquidation of foreign investment | 102 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 81 | -68 |
Prepaid expenses and other assets | 58 | 84 |
Accounts payable and accrued liabilities | 241 | -331 |
Deferred revenue and other current liabilities | -1,101 | -1,481 |
Net cash used in operating activities | -378 | -399 |
Cash Flows from Investing Activities: | ||
Net cash provided by investing activities | 0 | 0 |
Cash Flows from Financing Activities: | ||
Borrowings under short-term notes payable | 242 | 110 |
Payments on short-term notes payable | -56 | -54 |
Net cash provided by financing activities | 186 | 56 |
Effect of exchange rate changes on cash | 0 | -1 |
Net change in cash and cash equivalents | -192 | -344 |
Cash and cash equivalents, beginning of year | 267 | 611 |
Cash and cash equivalents, end of year | 75 | 267 |
Supplemental cash flow information: | ||
Interest paid | 0 | 5 |
Income taxes paid | 0 | 0 |
Convertible Debt [Member] | ||
Non-cash Investing and Financing Activities: | ||
Securities converted to common stock | 794 | 4,959 |
Deemed dividend on securities conversion | 0 | 726 |
Series C Preferred Stock [Member] | ||
Non-cash Investing and Financing Activities: | ||
Securities converted to common stock | 484 | 51 |
Deemed dividend on securities conversion | 0 | 16 |
Series D Preferred Stock [Member] | ||
Non-cash Investing and Financing Activities: | ||
Securities converted to common stock | $0 | $0 |
General
General | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Note 1 – General |
Business – NeoMedia, a Delaware corporation, was founded in 1989 and is headquartered in Boulder, Colorado. We have positioned ourselves to lead the development of 2D 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 technology solutions. With this technology, mobile devices with cameras become barcode scanners, and this enables 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 | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies | ||||||||||||||||
The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All normal adjustments considered necessary for a fair presentation have been included. | |||||||||||||||||
Basis of Presentation – The consolidated financial statements include the accounts of NeoMedia Technologies, Inc. and our wholly-owned subsidiary (collectively herein referred to as “NeoMedia,” the “Company,” “we,” “us,” “our,” and similar terms). 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 for 2015. 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 consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net loss for theyear ended December 31, 2014 was $2.4 million as compared to net income of $28.5 million for the year ended December 31, 2013. The operating results for the year ended December 31, 2014 included $3.3 million of net losses related to financing instruments and net gain of $4.2 million, from a gain on extinguishment of debt and the operating results for the year ended December 31, 2013 included $26.7 million of net gains related to financing instruments. | |||||||||||||||||
Net cash used in operations during the years ended December 31, 2014 and 2013 was $0.4 million in each period. As of December 31, 2014, we have an accumulated deficit of $239.4 million. We also have a working capital deficit of $39.2 million, including $37.4 million in current liabilities for our derivative and debenture financing instruments which are due August 1, 2015 and for which we do not have the necessary capital to re-pay. | |||||||||||||||||
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 continues to be 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 2014, there were 3,834 million 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. | |||||||||||||||||
Restatement to 2013 Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the year ended December 31, 2013, 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. | |||||||||||||||||
As filed on our From 10-K/A on September 19, 2014, we 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 | $ | 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 table below reflects the changes in restating the statement of operations for the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net income (loss) before taxes | $ | -214,819 | $ | 242,575 | $ | 27,756 | |||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Net income (loss) available to common shareholders | $ | -214,855 | $ | 242,575 | $ | 27,720 | |||||||||||
Comprehensive income (loss) | $ | -213,980 | $ | 242,575 | $ | 28,595 | |||||||||||
The table below reflects the changes in restating the Statement of Cash Flows for the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Statement of Cash Flow: | |||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net cash used in operating activities | $ | -399 | $ | - | $ | -399 | |||||||||||
Cash and Cash Equivalents – Cash and cash equivalents include cash in financial institutions, which are highly liquid investment instruments with original maturities of less than 90 days. | |||||||||||||||||
Revenue Recognition – We derive revenues from the following primary sources: (1) license fees relating to intellectual property, and (2) software and service revenues related to mobile marketing barcode services and development, barcode readers and custom developed software. | |||||||||||||||||
We recognized revenue when: (a) persuasive evidence of the sales arrangement exists, (b) the arrangement fee is fixed or determinable, (c) service delivery or performance has occurred, (d) customer acceptance has been received, if contractually required, and (e) collectability of the arrangement fee is probable. Revenue associated with licensing agreements primarily consists of non-refundable upfront license fees. Non-refundable upfront license fees received under license agreements, whereby continued performance or future obligations are considered inconsequential to the relevant license technology, are recognized as revenue upon delivery of the technology. We typically use signed contractual agreements as persuasive evidence of a sales arrangement. | |||||||||||||||||
If at the inception of an arrangement the fee is not fixed or determinable, we defer revenue until the arrangement fee becomes due and payable. If we determine collectability is not probable, we defer revenue until we receive payment or collection becomes probable, whichever is earlier. The determination of whether fees are collectible requires judgment of our management, and the amount and timing of revenue recognition may change if different assessments are made. | |||||||||||||||||
Deferred revenues and customer prepayments on our consolidated balance sheets primarily represents amounts invoiced or cash payments received in advance of our performance related to the underlying agreement. | |||||||||||||||||
Change in Accounting Policy – In early 2013, we expanded our business strategy related to the monetization of intellectual property rights and have been pursuing brand licenses with major corporations. In connection with the strategy expansion, we reevaluated our revenue recognition accounting principles during the second quarter of 2013 and determined that the completed performance methodology for recognizing intellectual properly revenue was preferable to the historically used proportional performance methodology. The completed performance methodology is further described above within the revenue recognition discussion. As part of this change in accounting principle, we conducted a quantitative analysis to determine the impact the accounting policy change would have had on our 2012 balance sheet and statement of operations. The impact to our balance sheet as of December 31, 2012 would have been a decrease in each of the deferred revenues and customer prepayments, total current liabilities, and accumulated deficit of $208,000. The impact to our 2012 statement of operations would have been an increase in revenues and decrease in the net loss available to common shareholders of $208,000, and there would have been no impact on basic and diluted net loss per common share. Based on the analysis, the impact was deemed immaterial to the overall financial statements. | |||||||||||||||||
Multiple Element Transactions – From time to time, we enter into transactions involving multiple elements, such as customer agreements involving multiple IP licenses. We account for multiple element transactions by first obtaining evidence of the estimated selling price of each element using vendor specific objective evidence (“VSOE”), third-party evidence (“TPE”), or management’s best estimate of selling price if neither VSOE nor TPE of selling price exists. Based on the determined selling price of each element of the transaction, the value of the single agreement is allocated to each deliverable based on each element's proportional value and accounted for as a separate unit of accounting. Multiple element transactions require the exercise of judgment in determining the estimated selling price of the different elements. The judgments could impact the amount of revenues and expenses recognized over the term of the contract, as well as the period in which they are recognized. | |||||||||||||||||
Basic and Diluted (Loss) Gain Per Common Share – Basic net (loss) gain per common share is computed by dividing net loss/gain available to common shareholders by the weighted average number of shares of common stock outstanding during the period. During the year ended December 31, 2014, we reported a net loss available to common shareholders and excluded all outstanding stock options, warrants and convertible instruments from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. | |||||||||||||||||
The following is a reconciliation of the numerator and denominator of the basic and diluted net loss or gain per share calculations for each period (in thousands, except share and per share data): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(Restated) | |||||||||||||||||
Basic loss per common share: | |||||||||||||||||
Numerator: (Net loss) gain available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Denominator: Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Basic loss per common share | $ | 0 | $ | -0.1 | |||||||||||||
Diluted loss per common share: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted net loss available to common shareholders | $ | -2,467 | $ | - | |||||||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted weighted average shares outstanding | - | 274,625,840 | |||||||||||||||
Diluted loss per common share | $ | 0 | $ | 0.1 | |||||||||||||
The following table reflects the outstanding stock options, warrants, convertible debt and convertible preferred securities as of December 31, 2014 and 2013, which have been excluded from the diluted loss per common share calculation because inclusion of the securities would be anti-dilutive: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | - | 1,173,020 | |||||||||||||||
Warrants | 499,990,063 | 499,990,063 | |||||||||||||||
Convertible debt | 234,287,861,850 | 234,287,861,850 | |||||||||||||||
Convertible preferred stock | 26,617,345,361 | 26,617,345,361 | |||||||||||||||
261,405,197,274 | 261,406,370,294 | ||||||||||||||||
Foreign Currency – Historically, the functional currency of NeoMedia Europe GmbH was the Euro, its local currency, and we recorded translation gains and losses associated with the conversion of the subsidiary financial statements to U.S. dollars in accumulated other comprehensive loss as a component of shareholders’ deficit. During the third quarter of 2013, we determined that changes in economic facts and circumstances indicated that the functional currency of NeoMedia Europe GmbH had changed from the Euro to the U.S. dollar. The changes included, among other things, the termination of the hardware business and related sales activities that would allow the subsidiary to generate revenue independently in the local market or otherwise, and the completion of a repositioning of the subsidiary from a self-contained, revenue generating operation to a cost center focused primarily on research and development. As a result of the change in functional currency, translation gains and losses associated with the conversion of the NeoMedia Europe GmbH financial statements will be prospectively recorded in our results from operations effective July 1, 2013. | |||||||||||||||||
Fair Value of Assets and Liabilities Acquired – Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: | |||||||||||||||||
⋅ Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
⋅ Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. | |||||||||||||||||
⋅ Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||
Recurring Fair Value Measurements - The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. Marketable investments are valued at Level 1 due to readily available market quotes. The fair value of the Company’s long-term debt, including the current portion approximated its carrying value. The Company accounts for its derivative financial instruments, including warrants and the embedded conversion features of our convertible preferred stock and convertible debentures at fair value and these are considered to be recurring fair value measurements. | |||||||||||||||||
The fair value measurements for the Company's liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows: | |||||||||||||||||
Total | Quoted Prices in Active | Significant Other Observable | Significant Unobservable | Total Gain (Losses) | |||||||||||||
Markets for Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
December 31, 2014: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 2,000 | - | - | 2,000 | 618,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 6,000 | - | - | 6,000 | 289,000 | ||||||||||||
Debentures Payable Carried at fair value | 37,384,000 | - | - | 37,384,000 | -4,173,000 | ||||||||||||
Total | 37,392,000 | - | - | 37,392,000 | -3,266,000 | ||||||||||||
December 31, 2013: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 620,000 | - | - | 620,000 | 3,067,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 296,000 | - | - | 296,000 | 1,841,000 | ||||||||||||
Debentures Payable Carried at fair value | 38,250,000 | - | - | 38,250,000 | 21,809,000 | ||||||||||||
Total | 39,166,000 | - | - | 39,166,000 | 26,717,000 | ||||||||||||
Following is a reconciliation for Level 3 liabilities measured on a recurring basis: | |||||||||||||||||
31-Dec-14 | 37,392,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 618,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 289,000 | ||||||||||||||||
Loss from change in fair value of hybrid financial instruments | -4,173,000 | ||||||||||||||||
Gain on extinguishment of debt | 4,247,000 | ||||||||||||||||
Conversion of debentures to common stock | 793,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 3,067,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 1,841,000 | ||||||||||||||||
Gain from change in fair value of hybrid financial instruments | 21,809,000 | ||||||||||||||||
Conversion of debentures to common stock | 4,243,000 | ||||||||||||||||
31-Dec-12 | 70,126,000 | ||||||||||||||||
The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2014 and 2013 follows: | |||||||||||||||||
Total | Quoted | Significant | Significant | Total Gains | |||||||||||||
Prices in | Other | Unobservable | (Losses) | ||||||||||||||
Active | Observable | Inputs | |||||||||||||||
Markets for | Inputs | (Level 3) | |||||||||||||||
Identical | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
December 31, 2014: | |||||||||||||||||
Goodwill | $ | — | $ | — | $ | — | $ | — | $ | -3,418,000 | |||||||
December 31, 2013: | |||||||||||||||||
Goodwill | $ | 3,418,000 | $ | — | $ | — | $ | 3,418,000 | $ | — | |||||||
Derivative Financial Instruments – We do not use derivative financial instruments to hedge exposures to cash flow risks or market risks that may affect the fair values of our financial instruments. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible preferred stock and convertible debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, and equivalent volatility and conversion/redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. | |||||||||||||||||
For our convertible debentures, we have elected not to separately account for the embedded conversion feature as a derivative instrument but to account for the entire hybrid instrument at fair value in accordance with FASB ASC 815, Derivatives and Hedging. For our convertible preferred stock, the underlying instruments are carried at amortized cost and the embedded conversion feature is accounted for separately at fair value in accordance with FASB ASC 815-40-05 and FASB ASC 815-40-15. | |||||||||||||||||
Financial Instruments and Concentration of Credit Risk – We believe the carrying values of our financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments, other current liabilities, convertible preferred stock, and convertible debenture financings approximate their fair values due to their short-term nature, or because they are carried at fair value. | |||||||||||||||||
Our cash balances in the United States periodically exceed federally insured limits. We have not experienced any losses in such accounts. The cash balances maintained by our wholly owned subsidiary, NeoMedia Europe GmbH, are also maintained in financial institutions that provide deposit guarantees and are governed by local public law. Our policies limit the concentration of accounts receivable credit exposure by requiring the majority of customers to prepay their renewal licenses prior to initiating services. | |||||||||||||||||
Accounts Receivable – We report accounts receivable at net realizable value. Our terms of sale provide the basis for when accounts become delinquent or past due. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts, based on historical collection experience and a review of the current status of accounts receivable. We do not require collateral and to the extent credit is granted to our customers, all open accounts receivable beyond 90 days are evaluated for recovery. | |||||||||||||||||
Goodwill – Our goodwill represents the excess of the purchase price paid for NeoMedia Europe GmbH over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. Goodwill is not amortized but is tested annually for impairment, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment by comparing the carrying amount of the asset to its fair value, which is estimated through the use of a discounted cash flows model. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. We performed the two step goodwill impairment test at December 31, 2014 and determined there was impairment of our goodwill as reflected on our balance sheet ($3,418,000). Our assessment conducted as of December 31, 2014 concluded that on a qualitative and quantitative basis there is impairment of goodwill on our balance sheet. | |||||||||||||||||
Intangible Assets – Intangible assets consist of patents, customer contracts, copyrighted material, acquired software products, and brand names. Intangible assets acquired as part of a business combination are recognized apart from goodwill if the intangible asset arises from contractual or other legal rights or the asset is capable of being separated from the acquired enterprise. Intangible assets are reviewed for impairment by comparing the carrying amount of the intangible asset to its fair value. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. Intangible assets are amortized, using the straight-line method, over the estimated period of benefit as noted below: | |||||||||||||||||
Capitalized patents | 5 - 17 years | ||||||||||||||||
Acquired software products | 7 years | ||||||||||||||||
Evaluation of Long-Lived Assets – We periodically perform impairment tests on each of our long-lived assets, including capitalized patent costs, customer contracts, copyrighted materials, brand names, and capitalized and purchased software costs, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are testing for impairment by first comparing the estimated future undiscounted cash flows from a particular asset or asset group to the carrying value. If the expected undiscounted cash flows are greater than the carrying value, no impairment is recognized. If the expected undiscounted cash flows are less than the carrying value, then an impairment charge is recorded for the difference between the carrying value and the expected discounted cash flows. The assumptions used in developing expected cash flow estimates are similar to those used in developing other information used by us for budgeting and other forecasting purposes. In instances where a range of potential future cash flows is possible, we use a probability-weighted approach to weigh the likelihood of those possible outcomes. | |||||||||||||||||
As of December 31, 2014, we do not believe any of our long-lived assets are impaired. | |||||||||||||||||
Property and Equipment – Property and equipment, including software, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as noted below: | |||||||||||||||||
Furniture and fixtures | 3 - 7 years | ||||||||||||||||
Equipment | 2 - 5 years | ||||||||||||||||
Research and Development – Costs associated with the planning and design phase of software development, including coding and testing activities, and related overhead, necessary to establish technological feasibility of our internally-developed software products, are classified as research and development and are expensed as incurred. | |||||||||||||||||
Stock-Based Compensation – We no longer offer stock based compensation as part of our compensation packages for employees, contractors and/or Directors. On October 6, 2014, the Board of Directors elected to terminate all existing Stock Option plans due to the significant cost to maintain and report on the plans does not achieve the goals intended. Thus, the 2002, 2005 Stock Option Plans and the 2003 Stock Incentive Plan were effectively terminated with no accounting requirements since no options or shares were issued. The 2003 Stock Option Plan with 397,613 options issued was effectively terminated with no accounting requirements as the term of the options have expired or the holders of the options no longer meet the requirements of holding the options due to termination of employment etc. The 2011 Stock Plan was effectively terminated subject to the holder’s rights to the options remaining open provided they meet the requirements of the options. Per discussion with eligible holders, each holder (current board members or officers and one previous officer of the corporation) have waived their rights to exercise of the options. | |||||||||||||||||
Income Taxes – Deferred tax liabilities and assets reflect the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded full valuation allowance as of December 31, 2014 and 2013. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
Going Concern- On August 27, 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-2015, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The Update was intended to define management’s responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The main provisions of the Update state that in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. This Update is effective for annual reporting periods ending after December 15, 2016. The Company will adopt this guidance for the year ended December 31, 2016. We do not believe the adoption of this standard will result in material change disclosures on our ability to continue as a going concern. | |||||||||||||||||
Revenue Recognition - On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. This standard has the potential to affect every entity’s day-to-day accounting and, possibly, the way business is executed through contracts with customers. We have not yet evaluated the impact the adoption this standard will have in our results of operations when we adopt it in January of 2017. | |||||||||||||||||
Capital_Stock
Capital Stock | 12 Months Ended | ||
Dec. 31, 2014 | |||
Stockholders' Equity Note [Abstract] | |||
Stockholders' Equity Note Disclosure [Text Block] | Note 3 – Capital Stock | ||
Common Stock – Holders of common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders. Holders of our common stock do not have a cumulative voting right. Upon a liquidation, dissolution, or winding up event, holders of common stock would be entitled to share ratably in all assets remaining after payment of liabilities and payment of accrued dividends and liquidation preferences on the preferred stock, if any. Shares of common stock that have been repurchased are held as treasury shares and used for general corporate purposes including, but not limited to, satisfying obligations under our employee benefit plans. Treasury stock is recorded at cost. | |||
Preferred Stock – We are authorized to issue 25 million shares of preferred stock with a par value $0.01 per share. Preferred stock may be issued in the future in connection with acquisitions, financings, or other matters, as our Board of Directors deems appropriate. The issuance of preferred stock could have the effect of delaying, deferring, or preventing a change in control of our company without further action by our shareholders, and may adversely affect the voting and other rights of the holders of our common stock. The issuance of preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of our common stock, including the loss of voting control to others. | |||
Series A Preferred Stock – In December 1999, 200,000 shares of Series A Preferred Stock with a par value of $0.01 per share were authorized for issuance. The Series A Preferred Stock has the following rights: | |||
· | The right to receive mandatory cash dividends equal to the greater of $0.001 per share or 100 times the amount of all dividends (cash or non-cash, other than dividends of shares of common stock) paid to holders of the common stock, which dividend is payable 30 days after the conclusion of each calendar quarter and immediately following the declaration of a dividend on common stock; | ||
· | One hundred votes per share of Series A Preferred on each matter submitted to a vote of our shareholders; | ||
· | The right to elect two directors at any meeting at which directors are to be elected, and to fill any vacancy on our Board of Directors previously filled by a director appointed by the Series A Preferred holders; | ||
· | The right to receive an amount, in preference to the holders of common stock, equal to the amount per share payable to holders of common stock, plus all accrued and unpaid dividends, and following payment of 1/100th of the liquidation preference to the holders of each share of common stock, an additional amount per share equal to 100 times the per share amount paid to the holders of common stock; | ||
· | The right to exchange each share of Series A Preferred for 100 times the consideration received per share of common stock in connection with any merger, consolidation, combination or other transaction in which shares of common stock are exchanged for or converted into cash, securities or other property; and | ||
· | The right to be redeemed in accordance with our shareholder rights plan. | ||
If accrued mandatory dividends associated with Series A Preferred stock are unpaid, we may not declare or pay dividends or distributions on, or redeem, repurchase or reacquire, shares of any class or series of junior or parity stock. | |||
The Series A Preferred Stock was created in connection with our shareholders rights plan and as of December 31, 2014 and 2013, there were no issued or outstanding shares of Series A Preferred Stock. | |||
Series A Convertible Preferred Stock – In June 2001, 47,511 shares of Series A Convertible Preferred Stock with a $0.01 par value per share were authorized for issuance. The Series A Convertible Preferred Stock has the following rights: | |||
· | Series A Convertible Preferred Stock is convertible into shares of common stock at a one-to-one ratio, which was proportionally adjusted to a one-to-one hundred ratio pursuant to a reverse stock split in 2011, and which is subject to proportional adjustment in the event of further stock splits or combinations, and dividends or distributions of shares of common stock. At the option of the holder, shares are subject to automatic conversion as determined in each agreement relating to the purchase of shares of Series A Convertible Preferred Stock; | ||
· | Each share of Series A Convertible Preferred Stock is entitled to receive a liquidation preference equal to the original purchase price of such share in the event of liquidation, dissolution, or winding up; | ||
· | Upon merger or consolidation, or the sale, lease or other conveyance of all or substantially all of our assets, shares of Series A Convertible Preferred are automatically convertible into the number of shares of stock or other securities or property (including cash) to which the common stock into which it is convertible would have been entitled; and | ||
· | Shares of Series A Convertible Preferred Stock are entitled to one vote per share of such stock, and vote together with holders of common stock. | ||
As of December 31, 2014 and 2013, there were no shares of Series A Convertible Preferred Stock issued or outstanding. | |||
Series B Convertible Redeemable Preferred Stock – In January 2002, 100,000 shares of Series B 12% Convertible Redeemable Preferred Stock with a par value of $0.01 per share were authorized for issuance. The Series B Convertible Redeemable Preferred Stock has the following rights: | |||
· | Series B Preferred shares accrue dividends at a rate of 12% per annum, or $1.20 per share, between the date of issuance and the first anniversary of issuance; | ||
· | Series B Preferred is redeemable to the maximum extent permitted by law (based on funds legally available for redemption) at a price per share of $15.00, plus accrued dividends (a total of $16.20 per share) on the first anniversary of issuance; | ||
· | Series B Preferred receive proceeds of $12.00 per share upon our liquidation, dissolution or winding up; | ||
· | To the extent not redeemed on the first anniversary of issuance, Series B Preferred is automatically convertible into the then existing general class of common stock on the first anniversary of issuance at a price equal to $16.20 divided by the greater of $20.00 or the lowest publicly-sold share price during the 90 day period preceding the conversion date, but in no event more than 19.9% of our outstanding capital stock as of the date immediately prior to conversion; | ||
· | Upon merger or consolidation, or the sale, lease or other conveyance of all or substantially all of our assets, shares of Series B Preferred are automatically convertible into the number of shares of stock or other securities or property (including cash) to which the common stock into which it is convertible would have been entitled; and | ||
· | Shares of Series B Preferred are entitled to one vote per share and vote with common stock, except where the proposed action would adversely affect the Series B Preferred or where the non-waivable provisions of applicable law mandate that the Series B Preferred vote separately, in which case Series B Preferred vote separately as a class, with one vote per share. | ||
As of December 31, 2014 and 2013, there were no shares of Series B Convertible Redeemable Preferred Stock issued or outstanding. | |||
Series C Convertible Preferred Stock – In February 2006, 27,000 shares of Series C Convertible Preferred Stock with a par value of $0.01 per share were authorized for issuance. The Series C Convertible Preferred Stock has the following rights: | |||
· | Series C preferred shares are entitled to dividends at a rate of 8% per annum, if, as and when declared by the Board of Directors. | ||
· | Series C preferred shares receive proceeds of $1,000 per share upon our liquidation, dissolution or winding up; | ||
· | Each share of Series C preferred stock is convertible, at the option of the holder, into shares of our common stock at the lesser of (i) $50.00 or (ii) 97% of the lowest closing bid price of our common stock for the 125 trading days immediately preceding the date of conversion; and | ||
· | Series C preferred shares have voting rights on an as-converted basis with the common stock. | ||
As of December 31, 2014 and 2013, there were 4,332 shares and 4,816 shares of Series C Convertible Preferred Stock issued and outstanding, respectively. The holders of our outstanding shares are limited by the certificate of designation and by the contractual provisions of the related Securities Purchase Agreements under which the Series C Convertible Preferred Stock was issued and other related transaction documents from beneficial control of more than 9.99% of our voting securities. Therefore, unless the holder waives this limitation upon 61 days’ notice to us, the holders may not exercise all the voting rights otherwise described in the certificate of designation of these securities (see Note 4 – Financing). | |||
Series D Convertible Preferred Stock – In January 2010, 25,000 shares of Series D Convertible Preferred Stock with a par value of $0.01 per share was authorized for issuance. The Series D Convertible Preferred Stock has the following rights: | |||
· | Series D preferred shares are entitled to dividends at a rate of 8% per annum, if, as and when declared by the Board of Directors.; | ||
· | Series D preferred shares receive proceeds of $100 per share upon our liquidation, dissolution or winding up; | ||
· | Each share of Series D preferred stock is convertible, at the option of the holder, into shares of our common stock at the lesser of (i) $2.00 or (ii) 97% of the lowest closing bid price of our common stock for the 125 trading days immediately preceding the date of conversion; and | ||
· | Series D preferred shares have voting rights on an as-converted basis with the common stock. | ||
As of December 31, 2014 and 2013, 3,481 shares of Series D preferred stock were issued and outstanding. | |||
Shareholder Rights Plan – On December 10, 1999, our Board of Directors adopted a shareholder rights plan and declared a non-taxable dividend that provides shareholders with the right to acquire one-one hundredth of a share of our Series A Preferred Stock for each outstanding share of our common stock to shareholders of record on December 20, 1999 and each share of common stock issued thereafter until a pre-defined hostile takeover date. As further defined in detail within the shareholder rights plan, the rights generally will be exercisable only if (1) an Acquiring Person or Adverse Person acquires beneficial ownership equal to or greater than 25% or 15%, respectively, or (2) commences a tender offer upon consummation of which the Acquiring Person or Adverse Person would have beneficial ownership equal to or greater than 25% or 15%, respectively. The shareholder rights plan was designed to enable all shareholders not engaged in a hostile takeover attempt to receive fair and equal treatment in any proposed takeover and to guard against partial or two-tiered tender offers, open market accumulations, and other hostile tactics to gain control of us. This shareholder rights plan may have the effect of rendering more difficult, delaying, discouraging, preventing, or rendering more costly an acquisition or a change in control. The Shareholder Rights Plan was due to expire December 10, 2009; however, it was extended and remains in effect. | |||
In addition, our Certificate of Incorporation authorizes our Board of Directors to designate and issue our preferred stock, in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors, without further action by shareholders, and may include voting rights, including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion, redemption rights, and sinking fund provisions. | |||
Financing
Financing | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 4 – Financing | ||||||||||||||||||
At December 31, 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 preferred stock issued in February 2006, Series D preferred stock issued in January 2010, a series of six 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. | |||||||||||||||||||
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 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. Debentures assigned to other investors by YA Global were also modified effective July 1, 2013 to extend the maturity date to August 1, 2015. 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. | |||||||||||||||||||
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 December 31, 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 | $ | 0.00009 | 90 | % | 125 Days | ||||||||
2007 | 542 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2007 | 272 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2008 | 1,095 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2008 | 830 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2009 | 7 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2011 | 785 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2012 | 762 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2012 | 210 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2013 | 22,084 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2013 | 7,127 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2014 | 170 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
Total | $ | 35,845 | |||||||||||||||||
We bifurcate the compound embedded derivatives related to the Series C and Series D 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 debt, including any unamortized premium or discount, and the related derivative instrument 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. Beginning in April 2013, the trading market price of our common stock (and the conversion price) was less than its par value. We are 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 recorded as a deemed dividend. | |||||||||||||||||||
The following table provides a summary of the preferred stock conversions that have occurred since inception and the number of common shares issued upon conversion. | |||||||||||||||||||
Preferred | Preferred | Preferred | Common | ||||||||||||||||
shares | shares | shares | shares | ||||||||||||||||
issued | converted | remaining | issued | ||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | 22 | 18 | 4 | 1,109,780 | |||||||||||||||
Series D Preferred Stock | 25 | 22 | 3 | 16,344 | |||||||||||||||
The outstanding principal and accrued interest for the debentures as of December 31, 2014 is reflected in the following table in addition to the principal and interest converted since inception and the number of common shares issued upon conversion. | |||||||||||||||||||
Outstanding | Principal and | Common | |||||||||||||||||
principal and | accrued interest | Shares | |||||||||||||||||
accrued interest | converted since | issued | |||||||||||||||||
at December | inception | ||||||||||||||||||
31, 2014 | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Debentures | $ | 39,766 | $ | 12,529 | 2,228,803 | ||||||||||||||
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 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. | |||||||||||||||||||
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. | |||||||||||||||||||
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 that lower amount. | |||||||||||||||||||
The assumptions included in the calculations are highly subjective and subject to interpretation. Assumptions used as of December, 2014 included exercise estimates/behaviors and the following other significant estimates: (i) Preferred Stock: remaining term of 0.59 years, equivalent volatility of 676%, stated dividend of 8%, equivalent credit-risk adjusted rate of 13.0% and conversion price of $0.000097. Equivalent amounts reflect the net results of multiple modeling simulations that the Monte Carlo Simulation methodology applies to underlying assumptions. | |||||||||||||||||||
Due to the variability of the conversion prices, fluctuations in the trading market price of our common stock may result in significant variations to the calculated conversion price. For each debenture, we analyze the ratio of the conversion price (as calculated based on the percentage of VWAP for the appropriate look-back period) to the trading market price for a period of time equal to the term of the debenture to determine the average ratio for the term of the note. Each quarter, the ratio in effect on the date of the valuation is compared with the average ratio over the term of the debenture to determine if the calculated conversion price is representative of past trends or if it is considered unrepresentative due to a large fluctuation in the common stock price over a short period of time. If the calculated conversion price results in a ratio that deviates significantly from the average ratio over the term of the agreement, the average ratio of the conversion price to the trading market price is then multiplied by the current trading market price to determine the variable conversion price for use in the fair value calculations. This variable conversion price is then compared with the fixed conversion price and, as required by the terms of the debentures, the lower of the two amounts is used as the conversion price in the Monte Carlo Simulation model used for valuation purposes. On December 31, 2014, the fixed conversion price for each of the debentures was equal to or higher than the calculated variable conversion price. Accordingly, the variable conversion price was used in the Monte Carlo Simulation model. This analysis is performed each quarter to determine if the calculated conversion price is reasonable for purposes of determining the fair value of the embedded conversion features (for instruments recorded under ASC 815-15-25-1) or the fair value of the hybrid instrument (for instruments recorded under ASC 815-15-25-4). | |||||||||||||||||||
The following table reflects the face value of the instruments, their amortized carrying value 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 December 31, 2014 and 2013. | |||||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Embedded | Common | ||||||||||||||||||
Face | Carrying | Conversion | Stock | ||||||||||||||||
Value | Value | Feature | Shares | ||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | $ | 4,332 | $ | 4,332 | $ | 5 | 44,659,794 | ||||||||||||
Series D Preferred Stock | 348 | 348 | 0 | 3,588,660 | |||||||||||||||
Total | $ | 4,680 | $ | 4,680 | $ | 5 | 48,248,454 | ||||||||||||
December 31, 2013 (Restated) | Embedded | Common | |||||||||||||||||
Face | Carrying | Accrued | Conversion | Stock | |||||||||||||||
Value | Value | Interest | Feature | 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 December 31, 2014 and 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 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 | |||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
2014 | (Restated) | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | $ | 270 | $ | 1,712 | |||||||||||||||
Series D Preferred Stock | 19 | 123 | |||||||||||||||||
Debentures: | |||||||||||||||||||
2006 | - | 6 | |||||||||||||||||
2008 | - | - | |||||||||||||||||
2009 | - | - | |||||||||||||||||
2010 | - | - | |||||||||||||||||
2011 | - | - | |||||||||||||||||
2012 | - | - | |||||||||||||||||
Gain/(loss) from change in fair value of derivative liability | $ | 289 | $ | 1,841 | |||||||||||||||
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. | |||||||||||||||||||
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 December 31, 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 0.59 years, (iii) equivalent volatility of 676% and anti-dilution adjusted conversion prices ranging from $0.000090 - $0.000095. | |||||||||||||||||||
The following table reflects the face value of the financial instruments, the fair value of the hybrid financial instrument and the number of common shares into which the instruments are convertible as of December 31, 2014 and 2013. | |||||||||||||||||||
December 31, 2014 | Common | ||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||
Value | Value | Shares | |||||||||||||||||
(in thousands) | |||||||||||||||||||
Debentures: | |||||||||||||||||||
2006 | $ | 1,962 | $ | 2,019 | 23,871,436 | ||||||||||||||
2007 | 814 | 1,000 | 11,549,397 | ||||||||||||||||
2008 | 1,925 | 1,949 | 22,598,665 | ||||||||||||||||
2009 | 7 | 46 | 517,119 | ||||||||||||||||
2011 | 785 | 800 | 9,469,332 | ||||||||||||||||
2012 | 972 | 1,111 | 12,926,448 | ||||||||||||||||
2013 | 29,212 | 30,298 | 354,041,487 | ||||||||||||||||
2014 | 170 | 162 | 1,930,434 | ||||||||||||||||
Total | $ | 35,845 | $ | 37,384 | 436,904,318 | ||||||||||||||
December 31, 2013 (Restated) | Common | ||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||
Value | Value | 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 | ||||||||||||||||
2010 | 852 | 854 | 348,437 | ||||||||||||||||
2011 | 972 | 1,392 | 568,305 | ||||||||||||||||
2012 | 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 | |||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
2014 | (Restated) | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
2006 | $ | -255 | $ | 11,604 | |||||||||||||||
2007 | -82 | 16,381 | |||||||||||||||||
2008 | -220 | 13,291 | |||||||||||||||||
2009 | -6 | 2,113 | |||||||||||||||||
2010 | - | 7,177 | |||||||||||||||||
2011 | -93 | 1,748 | |||||||||||||||||
2012 | -126 | 1,321 | |||||||||||||||||
2013 | -3,412 | -31,826 | |||||||||||||||||
2014 | -8 | - | |||||||||||||||||
-4,173 | 21,809 | ||||||||||||||||||
Less: Day-one loss from debenture financings | - | - | |||||||||||||||||
Gain (loss) from changes in fair value of hybrid instruments | $ | -4,173 | $ | 21,809 | |||||||||||||||
Warrants – The following table summarizes the warrants outstanding, their fair value and their exercise price after adjustment for anti-dilution provisions: | |||||||||||||||||||
December 31, 2013 | |||||||||||||||||||
December 31, 2014 | (Restated) | ||||||||||||||||||
Anti- | Anti- | ||||||||||||||||||
Dilution | Dilution | ||||||||||||||||||
Adjusted | Adjusted | ||||||||||||||||||
Expiration | Exercise | Fair | Exercise | Fair | |||||||||||||||
Year | Price ($) | Warrants | Value | Price ($) | Warrants | Value | |||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||
Series D Preferred Stock | 2017 | 0.0001 | 5,825 | $ | 0 | 0.0001 | 87,368 | $ | 110 | ||||||||||
Warrants issued with debentures: | |||||||||||||||||||
2008 | 2015 | 0.0001 | 15,872 | 1 | 0.0001 | 238,079 | 294 | ||||||||||||
2010 | 2015 | 0.0001 | 5,423 | 1 | 0.0001 | 81,350 | 101 | ||||||||||||
2011 | 2016 | 0.0001 | 3,884 | 0 | 0.0001 | 58,246 | 72 | ||||||||||||
2012 | 2017 | 0.0001 | 2,330 | 0 | 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 December 31, 2014 included an expected life equal to the remaining term of the warrants, an expected dividend yield of zero, estimated volatility ranging from 475% to 1080%, and risk-free rates of return ranging from 0.08% to 0.91%. 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 February 1, 2013, the exercise price of the warrants is currently $0.0001. 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 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 | |||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
(Restated) | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||
Series D Preferred Stock | $ | 12 | $ | 58 | |||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||
2007 | - | - | |||||||||||||||||
2008 | 276 | 1,370 | |||||||||||||||||
2010 | 212 | 1,051 | |||||||||||||||||
2011 | 75 | 374 | |||||||||||||||||
2012 | 43 | 214 | |||||||||||||||||
Total | $ | 618 | $ | 3,067 | |||||||||||||||
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 year ended December 31, 2014 (in thousands): | |||||||||||||||||||
Compound | |||||||||||||||||||
Embedded | Warrant | Hybrid | |||||||||||||||||
Derivatives | Derivatives | Instruments | Total | ||||||||||||||||
Beginning balance, December 31, 2013: | $ | 296 | $ | 620 | $ | 38,250 | $ | 39,166 | |||||||||||
Fair value adjustments: | |||||||||||||||||||
Compound embedded derivatives | -289 | - | - | -289 | |||||||||||||||
Warrant derivatives | - | -618 | - | -618 | |||||||||||||||
Hybrid instruments | - | - | 4,173 | 4,173 | |||||||||||||||
Debt Extinguishment | -4,247 | -4,247 | |||||||||||||||||
Conversions: | |||||||||||||||||||
Series C Preferred Stock | -1 | - | - | -1 | |||||||||||||||
August 24, 2006 financing | - | - | -213 | -213 | |||||||||||||||
December 29, 2006 financing | - | - | -61 | -61 | |||||||||||||||
March 27, 2007 financing | - | - | -97 | -97 | |||||||||||||||
October 28, 2008 financing | - | - | -155 | -155 | |||||||||||||||
August 14, 2009 financing | - | - | -140 | -140 | |||||||||||||||
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 | - | - | -31 | -31 | |||||||||||||||
July 1, 2013 financing | -40 | -40 | |||||||||||||||||
Sep 15, 2014 financing | - | - | -1 | -1 | |||||||||||||||
Ending balance, December 31, 2014 | $ | 6 | $ | 2 | $ | 37,384 | $ | 37,392 | |||||||||||
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. | |||||||||||||||||||
Note Payable – In 2014, we received financing of $242,000 from YA Global to meet short term cash needs related to legal expenses. The financing was through secured debentures in the form of a line of credit with varying maturity dates in 2016. The interest rate is 12% payable annually on the anniversary of the individual debenture. | |||||||||||||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5 – Goodwill and Other Intangible Assets | |||||||||||||||||
At December 31, 2013, we had goodwill of $3.4 million, representing the excess of the purchase price paid for NeoMedia Europe GmbH over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. We performed the two step goodwill impairment test at December 31, 2014 and determined there was impairment of our goodwill as reflected on our balance sheet ($3,418,000). Our assessment conducted as of December 31, 2014 concluded that on a qualitative and quantitative basis there is impairment of goodwill on our balance sheet. | ||||||||||||||||||
The following table summarizes other intangible assets: | ||||||||||||||||||
Total | ||||||||||||||||||
Intangibles | ||||||||||||||||||
Patents and | Proprietary | and | ||||||||||||||||
Other | Proprietary | |||||||||||||||||
Intangibles | Software | Software | ||||||||||||||||
(in thousands) | ||||||||||||||||||
31-Dec-12 | $ | 1,489 | $ | 100 | $ | 1,589 | ||||||||||||
Amortization | -276 | -100 | -376 | |||||||||||||||
31-Dec-13 | 1,213 | - | 1,213 | |||||||||||||||
Amortization | -266 | - | -266 | |||||||||||||||
31-Dec-14 | $ | 947 | $ | - | $ | 947 | ||||||||||||
Weighted-average remaining amortization period in years | 4.7 | - | ||||||||||||||||
As of December 31, 2014, we estimate future amortization expense of intangible assets to be (in thousands): | ||||||||||||||||||
2015 | $ | 244 | ||||||||||||||||
2016 | 216 | |||||||||||||||||
2017 | 134 | |||||||||||||||||
2018 | 134 | |||||||||||||||||
2019 | 134 | |||||||||||||||||
2020 and thereafter | 85 | |||||||||||||||||
Total future amortization expense | $ | 947 | ||||||||||||||||
The following table summarizes amortization as of December 31, 2014: | ||||||||||||||||||
End of | Remaining | Preliminary Value at 12/31/14 | ||||||||||||||||
Date | Useful | Useful | Accum. | Net Book | ||||||||||||||
Asset | Acquired | Life | Life (yrs.) | Cost | Depr/Amort | Value | ||||||||||||
Barcode Ecosystem: | ||||||||||||||||||
Core Patents | Various | 11/1/16 | 1.9 | $ | 5,250,839 | $ | -4,303,676 | $ | 947,163 | |||||||||
Proprietary software | 2/23/06 | 2/23/13 | 0 | $ | 4,600,000 | $ | -4,600,000 | - | ||||||||||
Copyrights | 2/23/06 | 2/23/11 | 0 | $ | 50,000 | $ | -50,000 | - | ||||||||||
$ | 9,900,839 | $ | -8,953,676 | $ | 947,163 | |||||||||||||
The following table summarizes amortization as of December 31, 2013: | ||||||||||||||||||
End of | Remaining | Preliminary Value at 12/31/13 | ||||||||||||||||
Date | Useful | Useful | Accum. | Net Book | ||||||||||||||
Asset | Acquired | Life | Life (yrs.) | Cost | Depr/Amort | Value | ||||||||||||
Barcode Ecosystem: | ||||||||||||||||||
Core Patents | Various | 11/1/16 | 2.8 | $ | 5,250,839 | $ | -4,037,353 | $ | 1,213,486 | |||||||||
Proprietary software | 2/23/06 | 2/23/13 | 0 | $ | 4,600,000 | $ | -4,600,000 | - | ||||||||||
Copyrights | 2/23/06 | 2/23/11 | 0 | $ | 50,000 | $ | -50,000 | - | ||||||||||
$ | 9,900,839 | $ | -8,687,353 | $ | 1,213,486 | |||||||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 – Accrued Liabilities | |||||||
The following table summarizes our accrued liabilities of December 31, 2014 and 2013: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued operating expenses | $ | 176 | $ | 112 | ||||
Accrued legal | 82 | 114 | ||||||
Accrued payroll related expenses | 45 | 65 | ||||||
Total | $ | 303 | $ | 291 | ||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | Note 7 – Income Taxes | |||||||
As of December 31, 2014 and 2013, the types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts which gave rise to deferred taxes, and their tax effects were as follows: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Restated | ||||||||
Net operating loss carry forwards (NOL) | $ | 65,372 | $ | 67,322 | ||||
Capital loss | 3,394 | 3,515 | ||||||
Write-off of long-lived assets | 508 | 526 | ||||||
Amortization of intangibles | 422 | -209 | ||||||
Stock-based compensation | 2,507 | 2,596 | ||||||
Deferred revenue | 843 | 870 | ||||||
Alternative minimum tax credit carry forward | 42 | 43 | ||||||
Accruals | 93 | 3,206 | ||||||
Impairment loss | 2,657 | 2,752 | ||||||
Derivative gain/loss | 14,243 | 10,296 | ||||||
Interest expense | 4,284 | 4,437 | ||||||
Total deferred tax assets | 94,365 | 95,354 | ||||||
Valuation allowance | -94,365 | -95,354 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
Due to the uncertainty of the utilization and recoverability of the loss carry-forwards and other deferred tax assets, we have provided a valuation allowance for the deferred tax assets, as it is more likely than not that the deferred tax assets will not be realizable. | ||||||||
The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss compared to the income taxes in the consolidated statement of operations: | ||||||||
12/31/13 | ||||||||
12/31/14 | (Restated) | |||||||
Federal Taxes | $ | -609 | $ | -9,830 | ||||
State Taxes, net fed benefit | -59 | -883 | ||||||
Permanent and other differences, net | 1,656 | 5,906 | ||||||
Decrease in Valuation Allowance | $ | 988 | $ | -4,807 | ||||
During the year ended December 31, 2013, we determined that a deferred tax liability previously estimated to be realized by NeoMedia Europe GmbH should be reduced to zero based on certain economic changes of the subsidiary during 2013. The economic changes included, but were not limited to, the termination of its hardware business and related sales activities that allowed it to generate revenue independently in the local market or otherwise, and the completion of a repositioning of the subsidiary from a self-contained, revenue generating operation to a cost center primarily focused on research and development. As a result of the change in estimate, we recorded an income tax benefit of $706,000 to reduce the deferred tax liability to zero. | ||||||||
As of December 31, 2014, we had net operating loss carry forwards for federal tax purposes totaling approximately $65.4 million, which may be used to offset future taxable income and which, if unused, expire between 2015 and 2034, and a capital loss carry-forward of $3.4 million. As a result of certain of our equity activities, we anticipate that the annual usage of our pre-1998 net operating loss carry forwards may be further restricted pursuant to the provisions of Section 382 of the Internal Revenue Code. | ||||||||
In addition to the above, our subsidiary NeoMedia Europe GmbH, had foreign operations and is not included in our consolidated income tax balances above. NeoMedia Europe GmbH did not have income tax expense during the years ended December 31, 2014 and 2013. | ||||||||
NeoMedia Europe GmbH has net operating loss carry forwards that are estimated to be $11.5 million and $11.4 million as of December 31, 2014 and 2013, respectively. Due to the uncertainty of the utilization and recoverability of the loss carry forwards, we have reserved for the deferred tax assets through a valuation allowance, as it is more likely than not that the deferred tax assets will not be realizable. | ||||||||
We have not taken any uncertain tax positions on any of our open income tax returns filed through the period ended December 31, 2013. Our methods of accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. In addition, we have filed income tax returns in all applicable jurisdictions in which we had material nexus warranting an income tax return filing. | ||||||||
We re-assess the validity of our conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause us to change our judgment regarding the likelihood of a tax position’s sustainability under audit. We have determined that there were no uncertain tax positions for the years ended December 31, 2014 and 2013. Due to the carry forward of NOL’s, Federal and state income tax returns are subject to audit for varying periods beginning in 1992. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | Note 8 – Commitments and Contingencies | |||||||||||||||||||
We are party to various commitments and contingencies, including: | ||||||||||||||||||||
· | Operating leases for office facilities, which include minimum rents and reimbursed operating expenses as well as options to renew for additional periods; | |||||||||||||||||||
· | Employment agreement with future payment obligations; | |||||||||||||||||||
· | Long-term debt obligations include principal for convertible debentures and related estimated interest over the life of the debentures. Any future settlement of convertible debt would impact our cash payments. | |||||||||||||||||||
The following table sets forth the future minimum payments due under the above commitments as of December 31, 2014: | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Total | |||||||||||||||
Operating leases | $ | 68 | $ | 68 | $ | 68 | $ | 68 | $ | 17 | $ | 289 | ||||||||
Employment agreements | 96 | 96 | ||||||||||||||||||
Long-term debt | $ | 35,845 | $ | 35,845 | ||||||||||||||||
Total | $ | 36,009 | $ | 68 | $ | 68 | $ | 68 | $ | 17 | $ | 36,230 | ||||||||
The above table includes future obligations associated with a new lease agreement we entered into for our corporate headquarters in Boulder, Colorado on February 19, 2014. The agreement provides for a five year lease of 2,303 square feet expiring on March 31, 2019 with estimated average rent and monthly rent payments over the term of $5,689. We intend to sublease certain portions of the lease that are unused by us. Additionally, we entered into an amended lease arrangement for NeoMedia Europe GmbH’s office lease in February 2014 to reduce the rented area to approximately 125 square meters with the same lease expiration date and reduced monthly rent of approximately $1,400. The lease on GmbH expires March 2015 and there are no future obligations, as such the GmbH lease is not reflected in the above table. | ||||||||||||||||||||
Legal Proceedings – 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 impact on our financial position or operating results. If the resolution of ongoing legal actions is not in our favor, our financial position and operating results could be materially adversely impacted. | ||||||||||||||||||||
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 9 – Stock-Based Compensation | |||||||||||
We no longer offer stock based compensation as part of our compensation packages for employees, contractors and/or Directors. On October 6, 2014, the Board of Directors elected to terminate all existing Stock Option plans due to the significant cost to maintain and report on the plans does not achieve the goals intended. Thus, the 2002, 2005 Stock Option Plans and the 2003 Stock Incentive Plan were effectively terminated with no accounting requirements since no options or shares were issued. The 2003 Stock Option Plan with 397,613 options issued was effectively terminated with no accounting requirements as the term of the options have expired or the holders of the options no longer meet the requirements of holding the options due to termination of employment etc. The 2011 Stock Plan was effectively terminated subject to the holder’s rights to the options remaining open provided they meet the requirements of the options. Per discussion with eligible holders, each holder (current board members or officers and one previous officer of the corporation) have waived their rights to exercise of the options. | ||||||||||||
Shares Available For | ||||||||||||
Shares Initially Reserved | Issuance at | |||||||||||
Plan | Date Adopted | For Issuance | December 31, 2014 | |||||||||
2011 Stock Incentive Plan | 7-Apr-11 | 2,000,000 | - | |||||||||
2005 Stock Option Plan | 16-Dec-05 | 600,000 | - | |||||||||
2003 Stock Option Plan | 24-Sep-03 | 1,500,000 | - | |||||||||
2003 Stock Incentive Plan | 31-Oct-03 | 300,000 | - | |||||||||
2002 Stock Option Plan | 6-Jun-02 | 100,000 | - | |||||||||
- | ||||||||||||
No stock-based awards were issued during the year ended December 31, 2014 and 2013. | ||||||||||||
A summary of the transactions during the year ended December 31, 2014 with respect to our stock option plans follows: | ||||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Weighted- | Contractual | |||||||||||
Average | Aggregate | Life | ||||||||||
Exercise | Intrinsic | Remaining | ||||||||||
Shares | Price | Value | in Years | |||||||||
(in thousands) | (in thousands) | |||||||||||
Outstanding at January 1, 2013 | 1,173 | $ | 0.017 | 7.5 | ||||||||
Forfeited/Terminated | 1,173 | $ | 0.017 | 7.5 | ||||||||
Outstanding at December 31, 2014 | - | $ | - | $ | - | - | ||||||
Exercisable at December 31, 2014 | - | $ | - | $ | - | - | ||||||
Total stock-based compensation expense for the years ended December 31, 2014 and 2013 was $0 and $1,000, respectively As of December 31, 2014, the total unrecognized compensation cost related to non-vested stock options was $0.0, net of expected forfeitures. | ||||||||||||
Geographic_and_Customer_Inform
Geographic and Customer Information | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Segment Reporting [Abstract] | ||||||||
Segment Reporting Disclosure [Text Block] | Note 10 – Geographic and Customer Information | |||||||
Revenue, classified by geographic location from which the revenue was originated, was as follows (in thousands): | ||||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue: | ||||||||
United States | $ | 3,512 | $ | 4,856 | ||||
Germany | 0 | 168 | ||||||
Total | $ | 3,512 | $ | 5,024 | ||||
Approximately $0 and $142,000 of total assets were located in Germany as of December 31, 2014 and 2013, respectively. All other assets were located in the U.S. For the year ended December 31, 2014, two customers accounted for 30% of our revenue. For the year ended December 31, 2013, one customer accounted for 14% of our revenue. No other customers accounted for more than 10% of revenue for the years ended December 31, 2014 and 2013. | ||||||||
Merger_Reverse_Stock_Split_and
Merger, Reverse Stock Split and Extinguishment of Debt | 12 Months Ended |
Dec. 31, 2014 | |
Extinguishment of Debt Disclosures [Abstract] | |
Long-term Debt [Text Block] | Note 11 – Merger, Reverse Stock Split and Extinguishment of Debt |
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. | |
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 consolidated statements of operations. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 12 – Subsequent Events |
During the period January 1, 2015 to March 3, 2015, holders of NeoMedia Series C Preferred shares converted 15 shares into 154,639,175 common shares. In addition during the same period holders of NeoMedia secured debentures converted a portion of the principal and accrued interest into 303,744,472 common shares | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation – The consolidated financial statements include the accounts of NeoMedia Technologies, Inc. and our wholly-owned subsidiary (collectively herein referred to as “NeoMedia,” the “Company,” “we,” “us,” “our,” and similar terms). 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 for 2015. 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 consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net loss for theyear ended December 31, 2014 was $2.4 million as compared to net income of $28.5 million for the year ended December 31, 2013. The operating results for the year ended December 31, 2014 included $3.3 million of net losses related to financing instruments and net gain of $4.2 million, from a gain on extinguishment of debt and the operating results for the year ended December 31, 2013 included $26.7 million of net gains related to financing instruments. | ||||||||||||||||
Net cash used in operations during the years ended December 31, 2014 and 2013 was $0.4 million in each period. As of December 31, 2014, we have an accumulated deficit of $239.4 million. We also have a working capital deficit of $39.2 million, including $37.4 million in current liabilities for our derivative and debenture financing instruments which are due August 1, 2015 and for which we do not have the necessary capital to re-pay. | |||||||||||||||||
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 continues to be 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 2014, there were 3,834 million 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. | |||||||||||||||||
Revisions to 2013 Interim Reporting [Policy Text Block] | Restatement to 2013 Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the year ended December 31, 2013, 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. | ||||||||||||||||
As filed on our From 10-K/A on September 19, 2014, we 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 | $ | 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 table below reflects the changes in restating the statement of operations for the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net income (loss) before taxes | $ | -214,819 | $ | 242,575 | $ | 27,756 | |||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Net income (loss) available to common shareholders | $ | -214,855 | $ | 242,575 | $ | 27,720 | |||||||||||
Comprehensive income (loss) | $ | -213,980 | $ | 242,575 | $ | 28,595 | |||||||||||
The table below reflects the changes in restating the Statement of Cash Flows for the year ended December 31, 2013 (in thousands): | |||||||||||||||||
Statement of Cash Flow: | |||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net cash used in operating activities | $ | -399 | $ | - | $ | -399 | |||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents – Cash and cash equivalents include cash in financial institutions, which are highly liquid investment instruments with original maturities of less than 90 days. | ||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition – We derive revenues from the following primary sources: (1) license fees relating to intellectual property, and (2) software and service revenues related to mobile marketing barcode services and development, barcode readers and custom developed software. | ||||||||||||||||
We recognized revenue when: (a) persuasive evidence of the sales arrangement exists, (b) the arrangement fee is fixed or determinable, (c) service delivery or performance has occurred, (d) customer acceptance has been received, if contractually required, and (e) collectability of the arrangement fee is probable. Revenue associated with licensing agreements primarily consists of non-refundable upfront license fees. Non-refundable upfront license fees received under license agreements, whereby continued performance or future obligations are considered inconsequential to the relevant license technology, are recognized as revenue upon delivery of the technology. We typically use signed contractual agreements as persuasive evidence of a sales arrangement. | |||||||||||||||||
If at the inception of an arrangement the fee is not fixed or determinable, we defer revenue until the arrangement fee becomes due and payable. If we determine collectability is not probable, we defer revenue until we receive payment or collection becomes probable, whichever is earlier. The determination of whether fees are collectible requires judgment of our management, and the amount and timing of revenue recognition may change if different assessments are made. | |||||||||||||||||
Deferred revenues and customer prepayments on our consolidated balance sheets primarily represents amounts invoiced or cash payments received in advance of our performance related to the underlying agreement. | |||||||||||||||||
Change in Accounting Policy [Policy Text Block] | Change in Accounting Policy – In early 2013, we expanded our business strategy related to the monetization of intellectual property rights and have been pursuing brand licenses with major corporations. In connection with the strategy expansion, we reevaluated our revenue recognition accounting principles during the second quarter of 2013 and determined that the completed performance methodology for recognizing intellectual properly revenue was preferable to the historically used proportional performance methodology. The completed performance methodology is further described above within the revenue recognition discussion. As part of this change in accounting principle, we conducted a quantitative analysis to determine the impact the accounting policy change would have had on our 2012 balance sheet and statement of operations. The impact to our balance sheet as of December 31, 2012 would have been a decrease in each of the deferred revenues and customer prepayments, total current liabilities, and accumulated deficit of $208,000. The impact to our 2012 statement of operations would have been an increase in revenues and decrease in the net loss available to common shareholders of $208,000, and there would have been no impact on basic and diluted net loss per common share. Based on the analysis, the impact was deemed immaterial to the overall financial statements. | ||||||||||||||||
Multiple Element Transactions [Policy Text Block] | Multiple Element Transactions – From time to time, we enter into transactions involving multiple elements, such as customer agreements involving multiple IP licenses. We account for multiple element transactions by first obtaining evidence of the estimated selling price of each element using vendor specific objective evidence (“VSOE”), third-party evidence (“TPE”), or management’s best estimate of selling price if neither VSOE nor TPE of selling price exists. Based on the determined selling price of each element of the transaction, the value of the single agreement is allocated to each deliverable based on each element's proportional value and accounted for as a separate unit of accounting. Multiple element transactions require the exercise of judgment in determining the estimated selling price of the different elements. The judgments could impact the amount of revenues and expenses recognized over the term of the contract, as well as the period in which they are recognized. | ||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted (Loss) Gain Per Common Share – Basic net (loss) gain per common share is computed by dividing net loss/gain available to common shareholders by the weighted average number of shares of common stock outstanding during the period. During the year ended December 31, 2014, we reported a net loss available to common shareholders and excluded all outstanding stock options, warrants and convertible instruments from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. | ||||||||||||||||
The following is a reconciliation of the numerator and denominator of the basic and diluted net loss or gain per share calculations for each period (in thousands, except share and per share data): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(Restated) | |||||||||||||||||
Basic loss per common share: | |||||||||||||||||
Numerator: (Net loss) gain available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Denominator: Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Basic loss per common share | $ | 0 | $ | -0.1 | |||||||||||||
Diluted loss per common share: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted net loss available to common shareholders | $ | -2,467 | $ | - | |||||||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted weighted average shares outstanding | - | 274,625,840 | |||||||||||||||
Diluted loss per common share | $ | 0 | $ | 0.1 | |||||||||||||
The following table reflects the outstanding stock options, warrants, convertible debt and convertible preferred securities as of December 31, 2014 and 2013, which have been excluded from the diluted loss per common share calculation because inclusion of the securities would be anti-dilutive: | |||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | - | 1,173,020 | |||||||||||||||
Warrants | 499,990,063 | 499,990,063 | |||||||||||||||
Convertible debt | 234,287,861,850 | 234,287,861,850 | |||||||||||||||
Convertible preferred stock | 26,617,345,361 | 26,617,345,361 | |||||||||||||||
261,405,197,274 | 261,406,370,294 | ||||||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency – Historically, the functional currency of NeoMedia Europe GmbH was the Euro, its local currency, and we recorded translation gains and losses associated with the conversion of the subsidiary financial statements to U.S. dollars in accumulated other comprehensive loss as a component of shareholders’ deficit. During the third quarter of 2013, we determined that changes in economic facts and circumstances indicated that the functional currency of NeoMedia Europe GmbH had changed from the Euro to the U.S. dollar. The changes included, among other things, the termination of the hardware business and related sales activities that would allow the subsidiary to generate revenue independently in the local market or otherwise, and the completion of a repositioning of the subsidiary from a self-contained, revenue generating operation to a cost center focused primarily on research and development. As a result of the change in functional currency, translation gains and losses associated with the conversion of the NeoMedia Europe GmbH financial statements will be prospectively recorded in our results from operations effective July 1, 2013. | ||||||||||||||||
Fair Value Of Assets And Liabilities Aquired Policy [Policy Text Block] | Fair Value of Assets and Liabilities Acquired – Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity’s own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: | ||||||||||||||||
⋅ Level 1 – Fair value based on quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
⋅ Level 2 – Fair value based on significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities or (iii) information derived from or corroborated by observable market data. | |||||||||||||||||
⋅ Level 3 – Fair value based on prices or valuation techniques that require significant unobservable data inputs. Inputs would normally be a reporting entity’s own data and judgments about assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||||
The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | Recurring Fair Value Measurements - The carrying value of the Company’s financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable and accrued liabilities approximated their fair value. Marketable investments are valued at Level 1 due to readily available market quotes. The fair value of the Company’s long-term debt, including the current portion approximated its carrying value. The Company accounts for its derivative financial instruments, including warrants and the embedded conversion features of our convertible preferred stock and convertible debentures at fair value and these are considered to be recurring fair value measurements. | ||||||||||||||||
The fair value measurements for the Company's liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows: | |||||||||||||||||
Total | Quoted Prices in Active | Significant Other Observable | Significant Unobservable | Total Gain (Losses) | |||||||||||||
Markets for Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
December 31, 2014: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 2,000 | - | - | 2,000 | 618,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 6,000 | - | - | 6,000 | 289,000 | ||||||||||||
Debentures Payable Carried at fair value | 37,384,000 | - | - | 37,384,000 | -4,173,000 | ||||||||||||
Total | 37,392,000 | - | - | 37,392,000 | -3,266,000 | ||||||||||||
December 31, 2013: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 620,000 | - | - | 620,000 | 3,067,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 296,000 | - | - | 296,000 | 1,841,000 | ||||||||||||
Debentures Payable Carried at fair value | 38,250,000 | - | - | 38,250,000 | 21,809,000 | ||||||||||||
Total | 39,166,000 | - | - | 39,166,000 | 26,717,000 | ||||||||||||
Following is a reconciliation for Level 3 liabilities measured on a recurring basis: | |||||||||||||||||
31-Dec-14 | 37,392,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 618,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 289,000 | ||||||||||||||||
Loss from change in fair value of hybrid financial instruments | -4,173,000 | ||||||||||||||||
Gain on extinguishment of debt | 4,247,000 | ||||||||||||||||
Conversion of debentures to common stock | 793,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 3,067,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 1,841,000 | ||||||||||||||||
Gain from change in fair value of hybrid financial instruments | 21,809,000 | ||||||||||||||||
Conversion of debentures to common stock | 4,243,000 | ||||||||||||||||
31-Dec-12 | 70,126,000 | ||||||||||||||||
The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2014 and 2013 follows: | |||||||||||||||||
Total | Quoted | Significant | Significant | Total Gains | |||||||||||||
Prices in | Other | Unobservable | (Losses) | ||||||||||||||
Active | Observable | Inputs | |||||||||||||||
Markets for | Inputs | (Level 3) | |||||||||||||||
Identical | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
December 31, 2014: | |||||||||||||||||
Goodwill | $ | — | $ | — | $ | — | $ | — | $ | -3,418,000 | |||||||
December 31, 2013: | |||||||||||||||||
Goodwill | $ | 3,418,000 | $ | — | $ | — | $ | 3,418,000 | $ | — | |||||||
Derivatives, Reporting of Derivative Activity [Policy Text Block] | Derivative Financial Instruments – We do not use derivative financial instruments to hedge exposures to cash flow risks or market risks that may affect the fair values of our financial instruments. However, certain financial instruments, such as warrants and the embedded conversion features of our convertible preferred stock and convertible debentures, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Derivative financial instruments are initially recorded, and continuously carried, at fair value. Determining the fair value of these complex derivative financial instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, credit risk, and equivalent volatility and conversion/redemption privileges. The use of different assumptions could have a material effect on the estimated fair value amounts. | ||||||||||||||||
For our convertible debentures, we have elected not to separately account for the embedded conversion feature as a derivative instrument but to account for the entire hybrid instrument at fair value in accordance with FASB ASC 815, Derivatives and Hedging. For our convertible preferred stock, the underlying instruments are carried at amortized cost and the embedded conversion feature is accounted for separately at fair value in accordance with FASB ASC 815-40-05 and FASB ASC 815-40-15. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Financial Instruments and Concentration of Credit Risk – We believe the carrying values of our financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, derivative financial instruments, other current liabilities, convertible preferred stock, and convertible debenture financings approximate their fair values due to their short-term nature, or because they are carried at fair value. | ||||||||||||||||
Our cash balances in the United States periodically exceed federally insured limits. We have not experienced any losses in such accounts. The cash balances maintained by our wholly owned subsidiary, NeoMedia Europe GmbH, are also maintained in financial institutions that provide deposit guarantees and are governed by local public law. Our policies limit the concentration of accounts receivable credit exposure by requiring the majority of customers to prepay their renewal licenses prior to initiating services. | |||||||||||||||||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable – We report accounts receivable at net realizable value. Our terms of sale provide the basis for when accounts become delinquent or past due. We provide an allowance for doubtful accounts equal to the estimated uncollectible amounts, based on historical collection experience and a review of the current status of accounts receivable. We do not require collateral and to the extent credit is granted to our customers, all open accounts receivable beyond 90 days are evaluated for recovery. | ||||||||||||||||
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill – Our goodwill represents the excess of the purchase price paid for NeoMedia Europe GmbH over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. Goodwill is not amortized but is tested annually for impairment, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Goodwill is tested for impairment by comparing the carrying amount of the asset to its fair value, which is estimated through the use of a discounted cash flows model. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. We performed the two step goodwill impairment test at December 31, 2014 and determined there was impairment of our goodwill as reflected on our balance sheet ($3,418,000). Our assessment conducted as of December 31, 2014 concluded that on a qualitative and quantitative basis there is impairment of goodwill on our balance sheet. | ||||||||||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets – Intangible assets consist of patents, customer contracts, copyrighted material, acquired software products, and brand names. Intangible assets acquired as part of a business combination are recognized apart from goodwill if the intangible asset arises from contractual or other legal rights or the asset is capable of being separated from the acquired enterprise. Intangible assets are reviewed for impairment by comparing the carrying amount of the intangible asset to its fair value. If the carrying amount exceeds fair value, an impairment loss is recognized for the difference. Intangible assets are amortized, using the straight-line method, over the estimated period of benefit as noted below: | ||||||||||||||||
Capitalized patents | 5 - 17 years | ||||||||||||||||
Acquired software products | 7 years | ||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Evaluation of Long-Lived Assets – We periodically perform impairment tests on each of our long-lived assets, including capitalized patent costs, customer contracts, copyrighted materials, brand names, and capitalized and purchased software costs, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Long-lived assets are testing for impairment by first comparing the estimated future undiscounted cash flows from a particular asset or asset group to the carrying value. If the expected undiscounted cash flows are greater than the carrying value, no impairment is recognized. If the expected undiscounted cash flows are less than the carrying value, then an impairment charge is recorded for the difference between the carrying value and the expected discounted cash flows. The assumptions used in developing expected cash flow estimates are similar to those used in developing other information used by us for budgeting and other forecasting purposes. In instances where a range of potential future cash flows is possible, we use a probability-weighted approach to weigh the likelihood of those possible outcomes. | ||||||||||||||||
As of December 31, 2014, we do not believe any of our long-lived assets are impaired. | |||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment – Property and equipment, including software, are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as noted below: | ||||||||||||||||
Furniture and fixtures | 3 - 7 years | ||||||||||||||||
Equipment | 2 - 5 years | ||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development – Costs associated with the planning and design phase of software development, including coding and testing activities, and related overhead, necessary to establish technological feasibility of our internally-developed software products, are classified as research and development and are expensed as incurred. | ||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – We no longer offer stock based compensation as part of our compensation packages for employees, contractors and/or Directors. On October 6, 2014, the Board of Directors elected to terminate all existing Stock Option plans due to the significant cost to maintain and report on the plans does not achieve the goals intended. Thus, the 2002, 2005 Stock Option Plans and the 2003 Stock Incentive Plan were effectively terminated with no accounting requirements since no options or shares were issued. The 2003 Stock Option Plan with 397,613 options issued was effectively terminated with no accounting requirements as the term of the options have expired or the holders of the options no longer meet the requirements of holding the options due to termination of employment etc. The 2011 Stock Plan was effectively terminated subject to the holder’s rights to the options remaining open provided they meet the requirements of the options. Per discussion with eligible holders, each holder (current board members or officers and one previous officer of the corporation) have waived their rights to exercise of the options. | ||||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes – Deferred tax liabilities and assets reflect the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the difference is expected to reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have recorded full valuation allowance as of December 31, 2014 and 2013. | ||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||||||||||
Going Concern- On August 27, 2014, The Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-2015, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The Update was intended to define management’s responsibility to evaluate whether there is substantial doubt about an organizations ability to continue as a going concern and to provide related footnote disclosures. The main provisions of the Update state that in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. This Update is effective for annual reporting periods ending after December 15, 2016. The Company will adopt this guidance for the year ended December 31, 2016. We do not believe the adoption of this standard will result in material change disclosures on our ability to continue as a going concern. | |||||||||||||||||
Revenue Recognition - On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. This standard has the potential to affect every entity’s day-to-day accounting and, possibly, the way business is executed through contracts with customers. We have not yet evaluated the impact the adoption this standard will have in our results of operations when we adopt it in January of 2017. | |||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | As filed on our From 10-K/A on September 19, 2014, we 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 | $ | 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 table below reflects the changes in restating the statement of operations for the year ended December 31, 2013 (in thousands): | ||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net income (loss) before taxes | $ | -214,819 | $ | 242,575 | $ | 27,756 | |||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Net income (loss) available to common shareholders | $ | -214,855 | $ | 242,575 | $ | 27,720 | |||||||||||
Comprehensive income (loss) | $ | -213,980 | $ | 242,575 | $ | 28,595 | |||||||||||
Schedule of Derivative Instruments in Statement of Cash Flows, Fair Value [Table Text Block] | Statement of Cash Flow: | ||||||||||||||||
Year Ended December | Adjustments | Year Ended December 31, | |||||||||||||||
31, 2013 | 2013 | ||||||||||||||||
(as previously reported) | (Restated) | ||||||||||||||||
Net income (loss) | $ | -214,113 | $ | 242,575 | $ | 28,462 | |||||||||||
Gain (loss) from change in fair value of hybrid financial instruments | $ | -197,392 | $ | 219,201 | $ | 21,809 | |||||||||||
Gain (loss) from change in fair value of derivative liability – warrants | $ | 3,003 | $ | 64 | $ | 3,067 | |||||||||||
Gain (loss) from change in fair value of derivative liability – Series C & D | $ | -21,469 | $ | 23,310 | $ | 1,841 | |||||||||||
Net cash used in operating activities | $ | -399 | $ | - | $ | -399 | |||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following is a reconciliation of the numerator and denominator of the basic and diluted net loss or gain per share calculations for each period (in thousands, except share and per share data): | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
(Restated) | |||||||||||||||||
Basic loss per common share: | |||||||||||||||||
Numerator: (Net loss) gain available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Denominator: Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Basic loss per common share | $ | 0 | $ | -0.1 | |||||||||||||
Diluted loss per common share: | |||||||||||||||||
Numerator: | |||||||||||||||||
Net loss available to common shareholders | $ | -2,467 | $ | 27,720 | |||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted net loss available to common shareholders | $ | -2,467 | $ | - | |||||||||||||
Denominator: | |||||||||||||||||
Weighted average shares outstanding | 1,585,816,122 | 274,625,840 | |||||||||||||||
Effect of dilutive securities | - | - | |||||||||||||||
Diluted weighted average shares outstanding | - | 274,625,840 | |||||||||||||||
Diluted loss per common share | $ | 0 | $ | 0.1 | |||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table reflects the outstanding stock options, warrants, convertible debt and convertible preferred securities as of December 31, 2014 and 2013, which have been excluded from the diluted loss per common share calculation because inclusion of the securities would be anti-dilutive: | ||||||||||||||||
December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | - | 1,173,020 | |||||||||||||||
Warrants | 499,990,063 | 499,990,063 | |||||||||||||||
Convertible debt | 234,287,861,850 | 234,287,861,850 | |||||||||||||||
Convertible preferred stock | 26,617,345,361 | 26,617,345,361 | |||||||||||||||
261,405,197,274 | 261,406,370,294 | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The fair value measurements for the Company's liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows: | ||||||||||||||||
Total | Quoted Prices in Active | Significant Other Observable | Significant Unobservable | Total Gain (Losses) | |||||||||||||
Markets for Identical Assets | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
December 31, 2014: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 2,000 | - | - | 2,000 | 618,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 6,000 | - | - | 6,000 | 289,000 | ||||||||||||
Debentures Payable Carried at fair value | 37,384,000 | - | - | 37,384,000 | -4,173,000 | ||||||||||||
Total | 37,392,000 | - | - | 37,392,000 | -3,266,000 | ||||||||||||
December 31, 2013: | |||||||||||||||||
Derivative Financial Instruments - Warrants | 620,000 | - | - | 620,000 | 3,067,000 | ||||||||||||
Derivative Financial Instruments - Series D & C preferred stock | 296,000 | - | - | 296,000 | 1,841,000 | ||||||||||||
Debentures Payable Carried at fair value | 38,250,000 | - | - | 38,250,000 | 21,809,000 | ||||||||||||
Total | 39,166,000 | - | - | 39,166,000 | 26,717,000 | ||||||||||||
Following is a reconciliation for Level 3 liabilities measured on a recurring basis: | |||||||||||||||||
31-Dec-14 | 37,392,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 618,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 289,000 | ||||||||||||||||
Loss from change in fair value of hybrid financial instruments | -4,173,000 | ||||||||||||||||
Gain on extinguishment of debt | 4,247,000 | ||||||||||||||||
Conversion of debentures to common stock | 793,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
31-Dec-13 | 39,166,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - warrants | 3,067,000 | ||||||||||||||||
Gain from change in fair value of derivative liability - Series C & D preferred stock and Debentures | 1,841,000 | ||||||||||||||||
Gain from change in fair value of hybrid financial instruments | 21,809,000 | ||||||||||||||||
Conversion of debentures to common stock | 4,243,000 | ||||||||||||||||
31-Dec-12 | 70,126,000 | ||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The fair value measurements for the Company’s assets measured at fair value on a nonrecurring basis as of December 31, 2014 and 2013 follows: | ||||||||||||||||
Total | Quoted | Significant | Significant | Total Gains | |||||||||||||
Prices in | Other | Unobservable | (Losses) | ||||||||||||||
Active | Observable | Inputs | |||||||||||||||
Markets for | Inputs | (Level 3) | |||||||||||||||
Identical | (Level 2) | ||||||||||||||||
Assets | |||||||||||||||||
(Level 1) | |||||||||||||||||
December 31, 2014: | |||||||||||||||||
Goodwill | $ | — | $ | — | $ | — | $ | — | $ | -3,418,000 | |||||||
December 31, 2013: | |||||||||||||||||
Goodwill | $ | 3,418,000 | $ | — | $ | — | $ | 3,418,000 | $ | — | |||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets are amortized, using the straight-line method, over the estimated period of benefit as noted below: | ||||||||||||||||
Capitalized patents | 5 - 17 years | ||||||||||||||||
Acquired software products | 7 years | ||||||||||||||||
Property, Plant and Equipment [Table Text Block] | Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as noted below: | ||||||||||||||||
Furniture and fixtures | 3 - 7 years | ||||||||||||||||
Equipment | 2 - 5 years | ||||||||||||||||
Financing_Tables
Financing (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 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 December 31, 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 | $ | 0.00009 | 90 | % | 125 Days | ||||||||
2007 | 542 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2007 | 272 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2008 | 1,095 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2008 | 830 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2009 | 7 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2011 | 785 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2012 | 762 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2012 | 210 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2013 | 22,084 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
2013 | 7,127 | - | $ | 2 | $ | 0.000095 | 95 | % | 125 Days | ||||||||||
2014 | 170 | 9.5 | % | $ | 2 | $ | 0.00009 | 90 | % | 125 Days | |||||||||
Total | $ | 35,845 | |||||||||||||||||
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 common shares issued upon conversion. | ||||||||||||||||||
Preferred | Preferred | Preferred | Common | ||||||||||||||||
shares | shares | shares | shares | ||||||||||||||||
issued | converted | remaining | issued | ||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | 22 | 18 | 4 | 1,109,780 | |||||||||||||||
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 December 31, 2014 is reflected in the following table in addition to the principal and interest converted since inception and the number of common shares issued upon conversion. | ||||||||||||||||||
Outstanding | Principal and | Common | |||||||||||||||||
principal and | accrued interest | Shares | |||||||||||||||||
accrued interest | converted since | issued | |||||||||||||||||
at December | inception | ||||||||||||||||||
31, 2014 | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Debentures | $ | 39,766 | $ | 12,529 | 2,228,803 | ||||||||||||||
Schedule of Activities of Compound Embedded Derivative [Table Text Block] | The following table reflects the face value of the instruments, their amortized carrying value 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 December 31, 2014 and 2013. | ||||||||||||||||||
December 31, 2014 | |||||||||||||||||||
Embedded | Common | ||||||||||||||||||
Face | Carrying | Conversion | Stock | ||||||||||||||||
Value | Value | Feature | Shares | ||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | $ | 4,332 | $ | 4,332 | $ | 5 | 44,659,794 | ||||||||||||
Series D Preferred Stock | 348 | 348 | 0 | 3,588,660 | |||||||||||||||
Total | $ | 4,680 | $ | 4,680 | $ | 5 | 48,248,454 | ||||||||||||
December 31, 2013 (Restated) | Embedded | Common | |||||||||||||||||
Face | Carrying | Accrued | Conversion | Stock | |||||||||||||||
Value | Value | Interest | Feature | 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 | ||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
2014 | (Restated) | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Series C Preferred Stock | $ | 270 | $ | 1,712 | |||||||||||||||
Series D Preferred Stock | 19 | 123 | |||||||||||||||||
Debentures: | |||||||||||||||||||
2006 | - | 6 | |||||||||||||||||
2008 | - | - | |||||||||||||||||
2009 | - | - | |||||||||||||||||
2010 | - | - | |||||||||||||||||
2011 | - | - | |||||||||||||||||
2012 | - | - | |||||||||||||||||
Gain/(loss) from change in fair value of derivative liability | $ | 289 | $ | 1,841 | |||||||||||||||
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 common shares into which the instruments are convertible as of December 31, 2014 and 2013. | ||||||||||||||||||
December 31, 2014 | Common | ||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||
Value | Value | Shares | |||||||||||||||||
(in thousands) | |||||||||||||||||||
Debentures: | |||||||||||||||||||
2006 | $ | 1,962 | $ | 2,019 | 23,871,436 | ||||||||||||||
2007 | 814 | 1,000 | 11,549,397 | ||||||||||||||||
2008 | 1,925 | 1,949 | 22,598,665 | ||||||||||||||||
2009 | 7 | 46 | 517,119 | ||||||||||||||||
2011 | 785 | 800 | 9,469,332 | ||||||||||||||||
2012 | 972 | 1,111 | 12,926,448 | ||||||||||||||||
2013 | 29,212 | 30,298 | 354,041,487 | ||||||||||||||||
2014 | 170 | 162 | 1,930,434 | ||||||||||||||||
Total | $ | 35,845 | $ | 37,384 | 436,904,318 | ||||||||||||||
December 31, 2013 (Restated) | Common | ||||||||||||||||||
Face | Fair | Stock | |||||||||||||||||
Value | Value | 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 | ||||||||||||||||
2010 | 852 | 854 | 348,437 | ||||||||||||||||
2011 | 972 | 1,392 | 568,305 | ||||||||||||||||
2012 | 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 | ||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | |||||||||||||||||||
2014 | (Restated) | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
2006 | $ | -255 | $ | 11,604 | |||||||||||||||
2007 | -82 | 16,381 | |||||||||||||||||
2008 | -220 | 13,291 | |||||||||||||||||
2009 | -6 | 2,113 | |||||||||||||||||
2010 | - | 7,177 | |||||||||||||||||
2011 | -93 | 1,748 | |||||||||||||||||
2012 | -126 | 1,321 | |||||||||||||||||
2013 | -3,412 | -31,826 | |||||||||||||||||
2014 | -8 | - | |||||||||||||||||
-4,173 | 21,809 | ||||||||||||||||||
Less: Day-one loss from debenture financings | - | - | |||||||||||||||||
Gain (loss) from changes in fair value of hybrid instruments | $ | -4,173 | $ | 21,809 | |||||||||||||||
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: | ||||||||||||||||||
December 31, 2013 | |||||||||||||||||||
December 31, 2014 | (Restated) | ||||||||||||||||||
Anti- | Anti- | ||||||||||||||||||
Dilution | Dilution | ||||||||||||||||||
Adjusted | Adjusted | ||||||||||||||||||
Expiration | Exercise | Fair | Exercise | Fair | |||||||||||||||
Year | Price ($) | Warrants | Value | Price ($) | Warrants | Value | |||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||
Series D Preferred Stock | 2017 | 0.0001 | 5,825 | $ | 0 | 0.0001 | 87,368 | $ | 110 | ||||||||||
Warrants issued with debentures: | |||||||||||||||||||
2008 | 2015 | 0.0001 | 15,872 | 1 | 0.0001 | 238,079 | 294 | ||||||||||||
2010 | 2015 | 0.0001 | 5,423 | 1 | 0.0001 | 81,350 | 101 | ||||||||||||
2011 | 2016 | 0.0001 | 3,884 | 0 | 0.0001 | 58,246 | 72 | ||||||||||||
2012 | 2017 | 0.0001 | 2,330 | 0 | 0.0001 | 34,947 | 43 | ||||||||||||
Total | 33,333 | $ | 2 | 499,990 | $ | 620 | |||||||||||||
Schedule of Changes in Fair Value of Warrants [Table Text Block] | Gain from change in fair value of derivative liability – warrants | ||||||||||||||||||
Year ended | |||||||||||||||||||
December 31, | |||||||||||||||||||
2014 | 2013 | ||||||||||||||||||
(Restated) | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Warrants issued with preferred stock: | |||||||||||||||||||
Series D Preferred Stock | $ | 12 | $ | 58 | |||||||||||||||
Warrants issued with debentures: | |||||||||||||||||||
2007 | - | - | |||||||||||||||||
2008 | 276 | 1,370 | |||||||||||||||||
2010 | 212 | 1,051 | |||||||||||||||||
2011 | 75 | 374 | |||||||||||||||||
2012 | 43 | 214 | |||||||||||||||||
Total | $ | 618 | $ | 3,067 | |||||||||||||||
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 year ended December 31, 2014 (in thousands): | ||||||||||||||||||
Compound | |||||||||||||||||||
Embedded | Warrant | Hybrid | |||||||||||||||||
Derivatives | Derivatives | Instruments | Total | ||||||||||||||||
Beginning balance, December 31, 2013: | $ | 296 | $ | 620 | $ | 38,250 | $ | 39,166 | |||||||||||
Fair value adjustments: | |||||||||||||||||||
Compound embedded derivatives | -289 | - | - | -289 | |||||||||||||||
Warrant derivatives | - | -618 | - | -618 | |||||||||||||||
Hybrid instruments | - | - | 4,173 | 4,173 | |||||||||||||||
Debt Extinguishment | -4,247 | -4,247 | |||||||||||||||||
Conversions: | |||||||||||||||||||
Series C Preferred Stock | -1 | - | - | -1 | |||||||||||||||
August 24, 2006 financing | - | - | -213 | -213 | |||||||||||||||
December 29, 2006 financing | - | - | -61 | -61 | |||||||||||||||
March 27, 2007 financing | - | - | -97 | -97 | |||||||||||||||
October 28, 2008 financing | - | - | -155 | -155 | |||||||||||||||
August 14, 2009 financing | - | - | -140 | -140 | |||||||||||||||
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 | - | - | -31 | -31 | |||||||||||||||
July 1, 2013 financing | -40 | -40 | |||||||||||||||||
Sep 15, 2014 financing | - | - | -1 | -1 | |||||||||||||||
Ending balance, December 31, 2014 | $ | 6 | $ | 2 | $ | 37,384 | $ | 37,392 | |||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The following table summarizes other intangible assets: | |||||||||||||||||
Total | ||||||||||||||||||
Intangibles | ||||||||||||||||||
Patents and | Proprietary | and | ||||||||||||||||
Other | Proprietary | |||||||||||||||||
Intangibles | Software | Software | ||||||||||||||||
(in thousands) | ||||||||||||||||||
31-Dec-12 | $ | 1,489 | $ | 100 | $ | 1,589 | ||||||||||||
Amortization | -276 | -100 | -376 | |||||||||||||||
31-Dec-13 | 1,213 | - | 1,213 | |||||||||||||||
Amortization | -266 | - | -266 | |||||||||||||||
31-Dec-14 | $ | 947 | $ | - | $ | 947 | ||||||||||||
Weighted-average remaining amortization period in years | 4.7 | - | ||||||||||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of December 31, 2014, we estimate future amortization expense of intangible assets to be (in thousands): | |||||||||||||||||
2015 | $ | 244 | ||||||||||||||||
2016 | 216 | |||||||||||||||||
2017 | 134 | |||||||||||||||||
2018 | 134 | |||||||||||||||||
2019 | 134 | |||||||||||||||||
2020 and thereafter | 85 | |||||||||||||||||
Total future amortization expense | $ | 947 | ||||||||||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | The following table summarizes amortization as of December 31, 2014: | |||||||||||||||||
End of | Remaining | Preliminary Value at 12/31/14 | ||||||||||||||||
Date | Useful | Useful | Accum. | Net Book | ||||||||||||||
Asset | Acquired | Life | Life (yrs.) | Cost | Depr/Amort | Value | ||||||||||||
Barcode Ecosystem: | ||||||||||||||||||
Core Patents | Various | 11/1/16 | 1.9 | $ | 5,250,839 | $ | -4,303,676 | $ | 947,163 | |||||||||
Proprietary software | 2/23/06 | 2/23/13 | 0 | $ | 4,600,000 | $ | -4,600,000 | - | ||||||||||
Copyrights | 2/23/06 | 2/23/11 | 0 | $ | 50,000 | $ | -50,000 | - | ||||||||||
$ | 9,900,839 | $ | -8,953,676 | $ | 947,163 | |||||||||||||
The following table summarizes amortization as of December 31, 2013: | ||||||||||||||||||
End of | Remaining | Preliminary Value at 12/31/13 | ||||||||||||||||
Date | Useful | Useful | Accum. | Net Book | ||||||||||||||
Asset | Acquired | Life | Life (yrs.) | Cost | Depr/Amort | Value | ||||||||||||
Barcode Ecosystem: | ||||||||||||||||||
Core Patents | Various | 11/1/16 | 2.8 | $ | 5,250,839 | $ | -4,037,353 | $ | 1,213,486 | |||||||||
Proprietary software | 2/23/06 | 2/23/13 | 0 | $ | 4,600,000 | $ | -4,600,000 | - | ||||||||||
Copyrights | 2/23/06 | 2/23/11 | 0 | $ | 50,000 | $ | -50,000 | - | ||||||||||
$ | 9,900,839 | $ | -8,687,353 | $ | 1,213,486 | |||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | The following table summarizes our accrued liabilities of December 31, 2014 and 2013: | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Accrued operating expenses | $ | 176 | $ | 112 | ||||
Accrued legal | 82 | 114 | ||||||
Accrued payroll related expenses | 45 | 65 | ||||||
Total | $ | 303 | $ | 291 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2014 and 2013, the types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts which gave rise to deferred taxes, and their tax effects were as follows: | |||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
(in thousands) | ||||||||
Restated | ||||||||
Net operating loss carry forwards (NOL) | $ | 65,372 | $ | 67,322 | ||||
Capital loss | 3,394 | 3,515 | ||||||
Write-off of long-lived assets | 508 | 526 | ||||||
Amortization of intangibles | 422 | -209 | ||||||
Stock-based compensation | 2,507 | 2,596 | ||||||
Deferred revenue | 843 | 870 | ||||||
Alternative minimum tax credit carry forward | 42 | 43 | ||||||
Accruals | 93 | 3,206 | ||||||
Impairment loss | 2,657 | 2,752 | ||||||
Derivative gain/loss | 14,243 | 10,296 | ||||||
Interest expense | 4,284 | 4,437 | ||||||
Total deferred tax assets | 94,365 | 95,354 | ||||||
Valuation allowance | -94,365 | -95,354 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the statutory federal income tax rate applied to pre-tax accounting net loss compared to the income taxes in the consolidated statement of operations: | |||||||
12/31/13 | ||||||||
12/31/14 | (Restated) | |||||||
Federal Taxes | $ | -609 | $ | -9,830 | ||||
State Taxes, net fed benefit | -59 | -883 | ||||||
Permanent and other differences, net | 1,656 | 5,906 | ||||||
Decrease in Valuation Allowance | $ | 988 | $ | -4,807 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The following table sets forth the future minimum payments due under the above commitments as of December 31, 2014: | |||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Total | |||||||||||||||
Operating leases | $ | 68 | $ | 68 | $ | 68 | $ | 68 | $ | 17 | $ | 289 | ||||||||
Employment agreements | 96 | 96 | ||||||||||||||||||
Long-term debt | $ | 35,845 | $ | 35,845 | ||||||||||||||||
Total | $ | 36,009 | $ | 68 | $ | 68 | $ | 68 | $ | 17 | $ | 36,230 | ||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | Shares Available For | |||||||||||
Shares Initially Reserved | Issuance at | |||||||||||
Plan | Date Adopted | For Issuance | December 31, 2014 | |||||||||
2011 Stock Incentive Plan | 7-Apr-11 | 2,000,000 | - | |||||||||
2005 Stock Option Plan | 16-Dec-05 | 600,000 | - | |||||||||
2003 Stock Option Plan | 24-Sep-03 | 1,500,000 | - | |||||||||
2003 Stock Incentive Plan | 31-Oct-03 | 300,000 | - | |||||||||
2002 Stock Option Plan | 6-Jun-02 | 100,000 | - | |||||||||
- | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the transactions during the year ended December 31, 2014 with respect to our stock option plans follows: | |||||||||||
Weighted- | ||||||||||||
Average | ||||||||||||
Weighted- | Contractual | |||||||||||
Average | Aggregate | Life | ||||||||||
Exercise | Intrinsic | Remaining | ||||||||||
Shares | Price | Value | in Years | |||||||||
(in thousands) | (in thousands) | |||||||||||
Outstanding at January 1, 2013 | 1,173 | $ | 0.017 | 7.5 | ||||||||
Forfeited/Terminated | 1,173 | $ | 0.017 | 7.5 | ||||||||
Outstanding at December 31, 2014 | - | $ | - | $ | - | - | ||||||
Exercisable at December 31, 2014 | - | $ | - | $ | - | - | ||||||
Geographic_and_Customer_Inform1
Geographic and Customer Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 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): | |||||||
Year Ended December 31, | ||||||||
2014 | 2013 | |||||||
Revenue: | ||||||||
United States | $ | 3,512 | $ | 4,856 | ||||
Germany | 0 | 168 | ||||||
Total | $ | 3,512 | $ | 5,024 | ||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Change in Accounting Estimate [Line Items] | |||
Derivative Financial Instruments - warrants | $2 | $620 | |
Derivative Financial Instruments - Series C and D | 6 | 296 | |
Debentures payable - carried at fair value | 37,384 | 38,250 | |
Total Liabilities | 39,551 | 42,001 | |
Accumulated deficit | -239,377 | -236,910 | |
Total shareholders' deficit | -42,947 | -41,860 | -74,724 |
Scenario, Previously Reported [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Derivative Financial Instruments - warrants | 684 | ||
Derivative Financial Instruments - Series C and D | 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 | -23,310 | ||
Debentures payable - carried at fair value | -219,201 | ||
Total Liabilities | -242,575 | ||
Accumulated deficit | 242,575 | ||
Total shareholders' deficit | 242,575 | ||
Restated [Member] | |||
Change in Accounting Estimate [Line Items] | |||
Derivative Financial Instruments - warrants | 620 | ||
Derivative Financial Instruments - Series C and D | 296 | ||
Debentures payable - carried at fair value | 38,250 | ||
Total Liabilities | 42,001 | ||
Accumulated deficit | -236,910 | ||
Total shareholders' deficit | ($41,860) |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Gain (loss) from change in fair value of hybrid financial instruments | ($4,173) | $21,809 |
Gain (loss) from change in fair value of derivative liability - warrants | 618 | 3,067 |
Gain (loss) from change in fair value of derivative liability - Series C & D | 289 | 1,841 |
Net income (loss) before taxes | -2,467 | 27,756 |
Net income (loss) | -2,467 | 28,462 |
Net income (loss) available to common shareholders | -2,467 | 27,720 |
Comprehensive income (loss) | -2,467 | 28,595 |
Scenario, Previously Reported [Member] | ||
Gain (loss) from change in fair value of hybrid financial instruments | -197,392 | |
Gain (loss) from change in fair value of derivative liability - warrants | 3,003 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | -21,469 | |
Net income (loss) before taxes | -214,819 | |
Net income (loss) | -214,113 | |
Net income (loss) available to common shareholders | -214,855 | |
Comprehensive income (loss) | -213,980 | |
Scenario, Adjustments [Member] | ||
Gain (loss) from change in fair value of hybrid financial instruments | 219,201 | |
Gain (loss) from change in fair value of derivative liability - warrants | 64 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | 23,310 | |
Net income (loss) before taxes | 242,575 | |
Net income (loss) | 242,575 | |
Net income (loss) available to common shareholders | 242,575 | |
Comprehensive income (loss) | 242,575 | |
Restated [Member] | ||
Gain (loss) from change in fair value of hybrid financial instruments | 21,809 | |
Gain (loss) from change in fair value of derivative liability - warrants | 3,067 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | 1,841 | |
Net income (loss) before taxes | 27,756 | |
Net income (loss) | 28,462 | |
Net income (loss) available to common shareholders | 27,720 | |
Comprehensive income (loss) | $28,595 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Net income (loss) | ($2,467) | $28,462 |
Gain (loss) from change in fair value of hybrid financial instruments | -4,173 | 21,809 |
Gain (loss) from change in fair value of derivative liability - warrants | 618 | 3,067 |
Gain (loss) from change in fair value of derivative liability - Series C & D | 289 | 1,841 |
Net cash used in operating activities | -378 | -399 |
Scenario, Previously Reported [Member] | ||
Net income (loss) | -214,113 | |
Gain (loss) from change in fair value of hybrid financial instruments | -197,392 | |
Gain (loss) from change in fair value of derivative liability - warrants | 3,003 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | -21,469 | |
Net cash used in operating activities | -399 | |
Scenario, Adjustment [Member] | ||
Net income (loss) | 242,575 | |
Gain (loss) from change in fair value of hybrid financial instruments | 219,201 | |
Gain (loss) from change in fair value of derivative liability - warrants | 64 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | 23,310 | |
Net cash used in operating activities | 0 | |
Restated [Member] | ||
Net income (loss) | 28,462 | |
Gain (loss) from change in fair value of hybrid financial instruments | 21,809 | |
Gain (loss) from change in fair value of derivative liability - warrants | 3,067 | |
Gain (loss) from change in fair value of derivative liability - Series C & D | 1,841 | |
Net cash used in operating activities | ($399) |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Basic loss per common share: | ||
Numerator: (Net loss) gain available to common shareholders | ($2,467) | $27,720 |
Denominator: Weighted average shares outstanding | 1,585,816,122 | 274,625,840 |
Basic loss per common share | $0 | $0.10 |
Numerator: | ||
Net loss available to common shareholders | -2,467 | 27,720 |
Effect of dilutive securities | 0 | 0 |
Diluted net loss available to common shareholders | ($2,467) | $0 |
Denominator: | ||
Weighted average shares outstanding | 1,585,816,122 | 274,625,840 |
Effect of dilutive securities | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 1,585,816,122 | 274,625,840 |
Diluted loss per common share (in dollars per share) | $0 | $0.10 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 4) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 261,405,197,274 | 261,406,370,294 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,173,020 |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 234,287,861,850 | 234,287,861,850 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,617,345,361 | 26,617,345,361 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 499,990,063 | 499,990,063 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 5) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Financial Instruments - Warrants | $2 | $620 |
Derivative Financial Instruments - Series D & C preferred stock | 6 | 296 |
Debentures Payable Carried at fair value | 37,384 | 38,250 |
Derivative liability - warrants, Total Gain (Losses) | 618 | 3,067 |
Derivative liability - Series C & D preferred stock and Debentures, Total Gain (Losses) | 289 | 1,841 |
Gain from change in fair value of hybrid financial instruments | -4,173 | 21,809 |
Gain on extinguishment of debt | 4,247 | 53 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Financial Instruments - Warrants | 2 | 620 |
Derivative Financial Instruments - Series D & C preferred stock | 6 | 296 |
Debentures Payable Carried at fair value | 37,384 | 38,250 |
Total | 37,392 | 39,166 |
Derivative liability - warrants, Total Gain (Losses) | 618 | 3,067 |
Derivative liability - Series C & D preferred stock and Debentures, Total Gain (Losses) | 289 | 1,841 |
Debentures Payable Carried at fair value, Total Gain (Losses) | -4,173 | 21,809 |
Total Gain (Losses) | -3,266 | 26,717 |
Beginning Value | 39,166 | |
Ending Value | 37,392 | 39,166 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Financial Instruments - Warrants | 0 | 0 |
Derivative Financial Instruments - Series D & C preferred stock | 0 | 0 |
Debentures Payable Carried at fair value | 0 | 0 |
Total | 0 | 0 |
Ending Value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Financial Instruments - Warrants | 0 | 0 |
Derivative Financial Instruments - Series D & C preferred stock | 0 | 0 |
Debentures Payable Carried at fair value | 0 | 0 |
Total | 0 | 0 |
Ending Value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative liability - warrants, Total Gain (Losses) | 618 | |
Derivative liability - Series C & D preferred stock and Debentures, Total Gain (Losses) | 289 | |
Gain from change in fair value of hybrid financial instruments | -4,173 | |
Gain on extinguishment of debt | 4,247 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Financial Instruments - Warrants | 2 | 620 |
Derivative Financial Instruments - Series D & C preferred stock | 6 | 296 |
Debentures Payable Carried at fair value | 37,384 | 38,250 |
Total | 37,392 | 39,166 |
Derivative liability - warrants, Total Gain (Losses) | 618 | 3,067 |
Derivative liability - Series C & D preferred stock and Debentures, Total Gain (Losses) | 289 | 1,841 |
Beginning Value | 39,166 | 70,126 |
Gain from change in fair value of hybrid financial instruments | -4,173 | 21,809 |
Gain on extinguishment of debt | 4,247 | |
Conversion of debentures to common stock | 793 | 4,243 |
Ending Value | $37,392 | $39,166 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 6) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Impairment Loss | ($3,418,000) | $0 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Fair Value Disclosure | 0 | 3,418,000 |
Goodwill, Impairment Loss | 3,418,000 | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Fair Value Disclosure | $0 | $3,418,000 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details 7) | 12 Months Ended |
Dec. 31, 2014 | |
Capitalized Patents [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 17 years |
Capitalized Patents [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Acquired software products [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Recovered_Sheet2
Summary of Significant Accounting Policies (Details 8) | 12 Months Ended |
Dec. 31, 2014 | |
Maximum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Maximum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 2 years |
Recovered_Sheet3
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2003 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Net Cash Used in Operations | ($378,000) | ($399,000) | ||
Accumulated deficit | -239,377,000 | -236,910,000 | ||
Working Capital Deficit | 39,200,000 | |||
Working Capital Deficit Related To Financing Instruments | 37,400,000 | |||
Net income | -2,467,000 | 28,462,000 | ||
Conversion of Stock, Shares Issued | 3,834,000,000 | |||
Derivative, Gain on Derivative | 26,700,000 | |||
Derivative, Loss on Derivative | 3,300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,173,000 | |||
Goodwill, Impairment Loss | -3,418,000 | 0 | ||
Gains (Losses) on Extinguishment of Debt | 4,247,000 | 53,000 | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 208,000 | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 208,000 | |||
Two Thousand Three Stock Option Plan [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 397,613 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 397,613 | |||
Common Stock [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Net income | $0 | $0 |
Capital_Stock_Details_Textual
Capital Stock (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Jan. 31, 2002 | Jun. 30, 2001 | Dec. 31, 2013 | Feb. 28, 2006 | Jan. 31, 2010 | |
Preferred Stock [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Shares Authorized | 25,000,000 | |||||
Preferred Stock, Par Or Stated Value Per Share | 0.01 | |||||
Shareholder Rights Plan [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Participation Rights | As further defined in detail within the shareholder rights plan, the rights generally will be exercisable only if (1) an Acquiring Person or Adverse Person acquires beneficial ownership equal to or greater than 25% or 15%, respectively, or (2) commences a tender offer upon consummation of which the Acquiring Person or Adverse Person would have beneficial ownership equal to or greater than 25% or 15%, respectively. | |||||
Series A Preferred Stock [Member] | Convertible [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Shares Authorized | 200,000 | 47,511 | ||||
Preferred Stock, Par Or Stated Value Per Share | 0.01 | $0.01 | ||||
Preferred Stock, Participation Rights | The right to receive mandatory cash dividends equal to the greater of $0.001 per share or 100 times the amount of all dividends | |||||
Preferred Stock, Voting Rights | One hundred votes per share of Series A Preferred on each matter submitted to a vote of our shareholders | |||||
Convertible Preferred Stock, Terms of Conversion | The right to exchange each share of Series A Preferred for 100 times the consideration received per share of common stock | |||||
Series B Preferred Stock [Member] | Convertible [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Shares Authorized | 100,000 | |||||
Preferred Stock, Par Or Stated Value Per Share | $0.01 | |||||
Preferred Stock, Dividend Rate, Percentage | 12.00% | |||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $1.20 | |||||
Preferred Stock, Redemption Price Per Share | $15 | |||||
Preferred Stock, Conversion Basis | Series B Preferred is automatically convertible into the then existing general class of common stock on the first anniversary of issuance at a price equal to $16.20 divided by the greater of $20.00 or the lowest publicly-sold share price during the 90 day period preceding the conversion date, but in no event more than 19.9% of our outstanding capital stock as of the date immediately prior to conversion | |||||
Series C Preferred Stock [Member] | Convertible [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Shares Authorized | 27,000 | |||||
Preferred Stock, Par Or Stated Value Per Share | $0.01 | |||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
Preferred Stock, Liquidation Preference, Value | 1,000 | |||||
Preferred Stock, Shares Issued | 4,332 | 4,816 | ||||
Preferred Stock, Voting Rights | Series C Convertible Preferred Stock was issued and other related transaction documents from beneficial control of more than 9.99% of our voting securities | |||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series C preferred stock is convertible, at the option of the holder, into shares of our common stock at the lesser of (i) $50.00 or (ii) 97% of the lowest closing bid price of our common stock for the 125 trading days immediately preceding the date of conversion | |||||
Preferred Stock, Shares Outstanding | 4,332 | 4,816 | ||||
Series D Preferred Stock [Member] | Convertible [Member] | ||||||
Dividends Payable [Line Items] | ||||||
Preferred Stock, Shares Authorized | 25,000 | |||||
Preferred Stock, Par Or Stated Value Per Share | $0.01 | |||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
Preferred Stock, Liquidation Preference, Value | 100 | |||||
Preferred Stock, Shares Issued | 3,481 | 3,481 | ||||
Convertible Preferred Stock, Terms of Conversion | Each share of Series D preferred stock is convertible, at the option of the holder, into shares of our common stock at the lesser of (i) $2.00 or (ii) 97% of the lowest closing bid price of our common stock for the 125 trading days immediately preceding the date of conversion | |||||
Preferred Stock, Shares Outstanding | 3,481 | 3,481 |
Financing_Details
Financing (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Face Amount | $35,845 | $41,017 |
Interest Rate | 12.00% | |
Debenture Issuance In 2006 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 1,962 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance In 2006 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance One In 2007 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 542 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance One In 2007 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance Two In 2007 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 272 | |
Interest Rate | 0.00% | |
Fixed Price | $2 | |
Debenture Issuance Two In 2007 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 95.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance One In 2008 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 1,095 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance One In 2008 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance Two In 2008 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 830 | |
Interest Rate | 0.00% | |
Fixed Price | $2 | |
Debenture Issuance Two In 2008 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 95.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance 2009 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 7 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance 2009 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance 2011 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 785 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance 2011 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance One In 2012 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 762 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance One In 2012 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance Two In 2012 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 210 | |
Interest Rate | 0.00% | |
Fixed Price | $2 | |
Debenture Issuance Two In 2012 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 95.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance One In 2013 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 22,084 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance One In 2013 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance Two In 2013 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | 7,127 | |
Interest Rate | 0.00% | |
Fixed Price | $2 | |
Debenture Issuance Two In 2013 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 95.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days | |
Debenture Issuance 2014 [Member] | ||
Debt Conversion [Line Items] | ||
Face Amount | $170 | |
Interest Rate | 9.50% | |
Fixed Price | $2 | |
Debenture Issuance 2014 [Member] | Convertible Debt Securities [Member] | ||
Debt Conversion [Line Items] | ||
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price | $0.00 | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Percentage | 90.00% | |
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Look-back Period | 125 days |
Financing_Details_1
Financing (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Conversion [Line Items] | ||
Common shares issued | 4,166,142,620 | 332,321,818 |
Convertible Debt [Member] | Series C Preferred Stock [Member] | ||
Debt Conversion [Line Items] | ||
Preferred shares issued | 22,000 | |
Preferred shares converted | 18,000 | |
Preferred shares remaining | 4,000 | |
Common shares issued | 1,109,780,000 | |
Convertible Debt [Member] | Series D Preferred Stock [Member] | ||
Debt Conversion [Line Items] | ||
Preferred shares issued | 25,000 | |
Preferred shares converted | 22,000 | |
Preferred shares remaining | 3,000 | |
Common shares issued | 16,344,000 |
Financing_Details_2
Financing (Details 2) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Debentures, Outstanding principal and accrued interest | $39,766 | |
Debentures, Principal and accrued interest converted since inception | $12,529 | |
Hybrid financial instruments (in shares) | 436,904,318 | 15,619,639 |
Common Stock [Member] | ||
Debt Conversion [Line Items] | ||
Hybrid financial instruments (in shares) | 2,228,803 |
Financing_Details_3
Financing (Details 3) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Face Value | $4,680 | $5,164 |
Carrying Value | 4,680 | 5,164 |
Accrued Interest | 0 | |
Embedded Conversion Feature | 5 | 296 |
Common Stock Shares (in shares) | 48,248,454 | 26,617,345 |
Series C Convertible Preferred Stock [Member] | ||
Debt Instrument [Line Items] | ||
Face Value | 4,332 | 4,816 |
Carrying Value | 4,332 | 4,816 |
Accrued Interest | 0 | |
Embedded Conversion Feature | 5 | 276 |
Common Stock Shares (in shares) | 44,659,794 | 24,823,015 |
Series D Convertible Preferred Stock [Member] | ||
Debt Instrument [Line Items] | ||
Face Value | 348 | 348 |
Carrying Value | 348 | 348 |
Accrued Interest | 0 | |
Embedded Conversion Feature | $0 | $20 |
Common Stock Shares (in shares) | 3,588,660 | 1,794,330 |
Financing_Details_4
Financing (Details 4) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | $289 | $1,841 |
Series C Convertible Preferred Stock [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 270 | 1,712 |
Series D Convertible Preferred Stock [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 19 | 123 |
Debentures 2006 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 0 | 6 |
Debentures 2008 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 0 | 0 |
Debentures 2009 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 0 | 0 |
Debentures 2010 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 0 | 0 |
Debentures 2011 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | 0 | 0 |
Debentures 2012 Series [Member] | ||
Debt Conversion [Line Items] | ||
Gain (loss) from change in fair value of derivative liability | $0 | $0 |
Financing_Details_5
Financing (Details 5) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Debentures, Face Value | $35,845 | $41,017 |
Debentures, Fair Value | 37,384 | 38,250 |
Debentures, Common Stock Shares | 436,904,318 | 15,619,639 |
Debentures 2006 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 1,962 | 1,962 |
Debentures, Fair Value | 2,019 | 2,008 |
Debentures, Common Stock Shares | 23,871,436 | 819,019 |
Debentures 2007 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 814 | 839 |
Debentures, Fair Value | 1,000 | 533 |
Debentures, Common Stock Shares | 11,549,397 | 216,720 |
Debentures 2008 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 1,925 | 2,047 |
Debentures, Fair Value | 1,949 | 1,905 |
Debentures, Common Stock Shares | 22,598,665 | 779,294 |
Debentures 2009 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 7 | 134 |
Debentures, Fair Value | 46 | 151 |
Debentures, Common Stock Shares | 517,119 | 61,563 |
Debentures 2010 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 852 | |
Debentures, Fair Value | 854 | |
Debentures, Common Stock Shares | 348,437 | |
Debentures 2011 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 785 | 972 |
Debentures, Fair Value | 800 | 1,392 |
Debentures, Common Stock Shares | 9,469,332 | 568,305 |
Debentures 2012 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 972 | 34,211 |
Debentures, Fair Value | 1,111 | 31,407 |
Debentures, Common Stock Shares | 12,926,448 | 12,826,301 |
Debentures 2013 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 29,212 | |
Debentures, Fair Value | 30,298 | |
Debentures, Common Stock Shares | 354,041,487 | |
Debentures 2014 Series [Member] | ||
Debt Conversion [Line Items] | ||
Debentures, Face Value | 170 | |
Debentures, Fair Value | $162 | |
Debentures, Common Stock Shares | 1,930,434 |
Financing_Details_6
Financing (Details 6) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | ($4,173) | $21,809 |
Less: Day-one loss from debenture financings | 0 | 0 |
Gain (loss) from changes in fair value of hybrid instruments | -4,173 | 21,809 |
Debentures 2006 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -255 | 11,604 |
Debentures 2007 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -82 | 16,381 |
Debentures 2008 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -220 | 13,291 |
Debentures 2009 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -6 | 2,113 |
Debentures 2010 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | 0 | 7,177 |
Debentures 2011 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -93 | 1,748 |
Debentures 2012 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -126 | 1,321 |
Debentures 2013 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | -3,412 | -31,826 |
Debentures 2014 Series [Member] | ||
Debt Conversion [Line Items] | ||
Unrealized Gain Loss On Hybrid Instrument Gross | ($8) | $0 |
Financing_Details_7
Financing (Details 7) (USD $) | 12 Months Ended | |
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Warrants, Anti-Dilution Adjusted Exercise Price | $0.00 | |
Warrants | 33,333 | 499,990 |
Warrants, Fair Value | $2 | $620 |
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 | 1 | 294 |
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 | 1 | 101 |
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 | 3,884 | 58,246 |
Warrants, Fair Value | 0 | 72 |
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 | 43 |
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 | $110 |
Financing_Details_8
Financing (Details 8) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | $618 | $3,067 |
Series D Convertible Preferred Stock [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | 12 | 58 |
Warrants With Debenture Attached Series 2007 [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | 0 | 0 |
Warrants With Debenture Attached Series 2008 [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | 276 | 1,370 |
Warrants With Debenture Attached Series 2010 [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | 212 | 1,051 |
Warrants With Debenture Attached Series 2011 [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | 75 | 374 |
Warrants With Debenture Attached Series 2012 [Member] | ||
Debt Conversion [Line Items] | ||
Gain (losses) on derivative liability - warrants | $43 | $214 |
Financing_Details_9
Financing (Details 9) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair value adjustments: | ||
Compound embedded derivatives | ($289) | ($1,841) |
Warrant derivatives | -618 | -3,067 |
Hybrid instruments | 4,173 | -21,809 |
Debt Extinguishment | -4,247 | -53 |
Fair Value, Inputs, Level 3 [Member] | ||
Debt Conversion [Line Items] | ||
Beginning balance, December 31, 2013: | 39,166 | |
Fair value adjustments: | ||
Compound embedded derivatives | -289 | |
Warrant derivatives | -618 | |
Hybrid instruments | 4,173 | |
Debt Extinguishment | -4,247 | |
Conversions: | ||
Series C Preferred Stock | -1 | |
August 24, 2006 financing | -213 | |
December 29, 2006 financing | -61 | |
March 27, 2007 financing | -97 | |
October 28, 2008 financing | -155 | |
August 14, 2009 financing | -140 | |
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 | -31 | |
July 1, 2013 financing | -40 | |
Sep 15, 2014 financing | -1 | |
Ending balance, December 31, 2014 | 37,392 | |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | ||
Debt Conversion [Line Items] | ||
Beginning balance, December 31, 2013: | 296 | |
Fair value adjustments: | ||
Compound embedded derivatives | -289 | |
Warrant derivatives | 0 | |
Hybrid instruments | 0 | |
Conversions: | ||
Series C 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 | |
April 13, 2011 financing | 0 | |
May 31, 2011 financing | 0 | |
December 8, 2011 financing | 0 | |
Sep 15, 2014 financing | 0 | |
Ending balance, December 31, 2014 | 6 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Debt Conversion [Line Items] | ||
Beginning balance, December 31, 2013: | 620 | |
Fair value adjustments: | ||
Compound embedded derivatives | 0 | |
Warrant derivatives | -618 | |
Hybrid instruments | 0 | |
Conversions: | ||
Series C 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 | |
April 13, 2011 financing | 0 | |
May 31, 2011 financing | 0 | |
December 8, 2011 financing | 0 | |
Sep 15, 2014 financing | 0 | |
Ending balance, December 31, 2014 | 2 | |
Fair Value, Inputs, Level 3 [Member] | Hybrid Instrument [Member] | ||
Debt Conversion [Line Items] | ||
Beginning balance, December 31, 2013: | 38,250 | |
Fair value adjustments: | ||
Compound embedded derivatives | 0 | |
Warrant derivatives | 0 | |
Hybrid instruments | 4,173 | |
Debt Extinguishment | -4,247 | |
Conversions: | ||
Series C Preferred Stock | 0 | |
August 24, 2006 financing | -213 | |
December 29, 2006 financing | -61 | |
March 27, 2007 financing | -97 | |
October 28, 2008 financing | -155 | |
August 14, 2009 financing | -140 | |
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 | -31 | |
July 1, 2013 financing | -40 | |
Sep 15, 2014 financing | -1 | |
Ending balance, December 31, 2014 | $37,384 |
Financing_Details_Textual
Financing (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 01, 2013 | Mar. 31, 2013 |
Debt Conversion [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 9.50% | |||
Gain (loss) from change in fair value of derivative liability - warrants | $618 | $3,067 | ||
Equity Method Investment, Ownership Percentage | 9.99% | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.00 | |||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | |||
Proceeds from Short-term Debt | 242 | 110 | ||
Embedded Derivative Financial Instruments [Member] | ||||
Debt Conversion [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 676.00% | |||
Fair Value Assumptions Equivalent Credit Risk Adjusted Rate | 8.00% | |||
Fair Value Assumptions, Expected Term | 7 months 2 days | |||
Debt Instrument, Convertible, Conversion Price | $0.00 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | 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 December 31, 2014 and 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. | |||
Fair Value Assumptions, Risk Free Interest Rate | 13.00% | |||
Hybrid Instrument [Member] | ||||
Debt Conversion [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 676.00% | |||
Fair Value Assumptions, Expected Term | 7 months 2 days | |||
Fair Value Inputs, Entity Credit Risk | 13.00% | |||
Maximum [Member] | Hybrid Instrument [Member] | ||||
Debt Conversion [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.00 | |||
Minimum [Member] | Hybrid Instrument [Member] | ||||
Debt Conversion [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $0.00 | |||
Warrant [Member] | Maximum [Member] | ||||
Debt Conversion [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 1080.00% | |||
Fair Value Assumptions, Risk Free Interest Rate | 0.91% | |||
Warrant [Member] | Minimum [Member] | ||||
Debt Conversion [Line Items] | ||||
Fair Value Assumptions, Expected Volatility Rate | 475.00% | |||
Fair Value Assumptions, Risk Free Interest Rate | 0.08% | |||
Ya Global [Member] | ||||
Debt Conversion [Line Items] | ||||
Debt Instrument, Convertible, Terms of Conversion Feature | effective July 1, 2013 to extend the maturity date to August 1, 2015. | |||
Ya Global [Member] | Warrant [Member] | ||||
Debt Conversion [Line Items] | ||||
Warrants Held By Investors | 1,900,000,000 | |||
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 | $1,600 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.00 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance, Beginning | $1,213,000 | $1,589,000 |
Amortization | -266,000 | -376,000 |
Balance, Ending | 947,000 | 1,213,000 |
Patents and Other Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance, Beginning | 1,213,000 | 1,489,000 |
Amortization | -266,000 | -276,000 |
Balance, Ending | 947,000 | 1,213,000 |
Weighted-average remaining amortization period in years | 4 years 8 months 12 days | |
Proprietary Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance, Beginning | 0 | 100,000 |
Amortization | 0 | -100,000 |
Balance, Ending | $0 | $0 |
Weighted-average remaining amortization period in years | 0 years |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2015 | $244 | ||
2016 | 216 | ||
2017 | 134 | ||
2018 | 134 | ||
2019 | 134 | ||
2020 and thereafter | 85 | ||
Total future amortization expense | $947 | $1,213 | $1,589 |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization Of Preliminary Cost | $9,900,839 | $9,900,839 | |
Amortization Of Accumulated Depr/Amort | -8,953,676 | -8,687,353 | |
Net Book Value | 947,000 | 1,213,000 | 1,589,000 |
Core Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets End Of Useful Life | 1-Nov-16 | 1-Nov-16 | |
Amortization Of Remaining Useful Life (yrs) | 1 year 10 months 24 days | 2 years 9 months 18 days | |
Amortization Of Preliminary Cost | 5,250,839 | 5,250,839 | |
Amortization Of Accumulated Depr/Amort | -4,303,676 | -4,037,353 | |
Net Book Value | 947,163 | 1,213,486 | |
Proprietary software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets Acquired Date | 23-Feb-06 | 23-Feb-06 | |
Intangible Assets End Of Useful Life | 23-Feb-13 | 23-Feb-13 | |
Amortization Of Remaining Useful Life (yrs) | 0 years | 0 years | |
Amortization Of Preliminary Cost | 4,600,000 | 4,600,000 | |
Amortization Of Accumulated Depr/Amort | -4,600,000 | -4,600,000 | |
Net Book Value | 0 | 0 | |
Copyrights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets Acquired Date | 23-Feb-06 | 23-Feb-06 | |
Intangible Assets End Of Useful Life | 23-Feb-11 | 23-Feb-11 | |
Amortization Of Remaining Useful Life (yrs) | 0 years | 0 years | |
Amortization Of Preliminary Cost | 50,000 | 50,000 | |
Amortization Of Accumulated Depr/Amort | -50,000 | -50,000 | |
Net Book Value | $0 | $0 |
Goodwill_and_Other_Intangible_5
Goodwill and Other Intangible Assets (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Line Items] | ||
Goodwill | $0 | $3,418 |
Goodwill, Impairment Loss | ($3,418) | $0 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities | ||
Accrued operating expenses | $176 | $112 |
Accrued legal | 82 | 114 |
Accrued payroll related expenses | 45 | 65 |
Total | $303 | $291 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carry forwards (NOL) | $65,372 | $67,322 |
Capital loss | 3,394 | 3,515 |
Write-off of long-lived assets | 508 | 526 |
Amortization of intangibles | 422 | -209 |
Stock-based compensation | 2,507 | 2,596 |
Deferred revenue | 843 | 870 |
Alternative minimum tax credit carry forward | 42 | 43 |
Accruals | 93 | 3,206 |
Impairment loss | 2,657 | 2,752 |
Derivative gain/loss | 14,243 | 10,296 |
Interest expense | 4,284 | 4,437 |
Total deferred tax assets | 94,365 | 95,354 |
Valuation allowance | -94,365 | -95,354 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Contingency [Line Items] | ||
Federal Taxes | ($609) | ($9,830) |
State Taxes, net fed benefit | -59 | -883 |
Permanent and other differences, net | 1,656 | 5,906 |
Decrease in Valuation Allowance | $988 | ($4,807) |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Increase (Decrease) in Deferred Liabilities | $706,000 | |
Operating Loss Carryforwards | 11,500,000 | 11,400,000 |
Deferred Tax Assets, Capital Loss Carryforwards | 3,394,000 | 3,515,000 |
Operating Loss Carryforward, Expiration Periods | 2034 | |
Federal Tax [Member] | ||
Income Tax Contingency [Line Items] | ||
Tax Credit Carryforward, Amount | $65,400,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating leases, future minimum payments due | |
Operating leases, future minimum payments due, 2015 | $68 |
Operating leases, future minimum payments due, 2016 | 68 |
Operating leases, future minimum payments due, 2017 | 68 |
Operating leases, future minimum payments due, 2018 | 68 |
Operating leases, future minimum payments due, 2019 | 17 |
Operating leases, future minimum payments due, Total | 289 |
Employment agreements, future minimum payments due | |
Employment agreements, future minimum payments due, 2015 | 96 |
Employment agreements, future minimum payments due, Total | 96 |
Long-term debt, future minimum payments due | |
Long-term debt, future minimum payments due, 2015 | 35,845 |
Long-term debt, future minimum payments due, Total | 35,845 |
Future minimum payments due | |
Total future minimum payments due, 2015 | 36,009 |
Total future minimum payments due, 2016 | 68 |
Total future minimum payments due, 2017 | 68 |
Total future minimum payments due, 2018 | 68 |
Total future minimum payments due, 2019 | 17 |
Total future minimum payments due, Total | $36,230 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
sqft | |
Boulder Colorado [Member] | |
Area of Real Estate Property | 2,303 |
Operating Leases, Rent Expense | $5,689 |
Lease Expiration Date | 31-Mar-19 |
Europe Gmbhs [Member] | |
Area of Real Estate Property | 125 |
Operating Leases, Rent Expense | $1,400 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available For Issuance at December 31, 2014 | 0 |
2011 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Adopted | 7-Apr-11 |
Shares Reserved For Issuance | 2,000,000 |
Shares Available For Issuance at December 31, 2014 | 0 |
2005 Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Adopted | 16-Dec-05 |
Shares Reserved For Issuance | 600,000 |
Shares Available For Issuance at December 31, 2014 | 0 |
2003 Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Adopted | 24-Sep-03 |
Shares Reserved For Issuance | 1,500,000 |
Shares Available For Issuance at December 31, 2014 | 0 |
2003 Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Adopted | 31-Oct-03 |
Shares Reserved For Issuance | 300,000 |
Shares Available For Issuance at December 31, 2014 | 0 |
2002 Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Adopted | 6-Jun-02 |
Shares Reserved For Issuance | 100,000 |
Shares Available For Issuance at December 31, 2014 | 0 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding (in shares) January 1, 2013 | 1,173 |
Options Forfeited/Terminated (in shares) | 1,173 |
Options, Outstanding (in shares) December 31, 2014 | 0 |
Options, Exercisable (in shares) December 31, 2014 | 0 |
Weighted-Average Exercise Price, Outstanding (in dollars per share) January 1, 2013 | $0.02 |
Weighted-Average Exercise Price,Forfeited/Terminated (in dollars per share) | $0.02 |
Weighted-Average Exercise Price, Outstanding (in dollars per share) December 31, 2014 | $0 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) December 31, 2014 | $0 |
Aggregate Intrinsic Value, Outstanding | $0 |
Aggregate Intrinsic Value, Exercisable | $0 |
Weighted- Average Contractual Life Remaining in Years | 7 years 6 months |
Weighted-Average Contractual Life Remaining in Years, Exercisable | 0 years |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $0 | $1,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $0 | |
Two Zero Zero Three Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 397,613 |
Geographic_and_Customer_Inform2
Geographic and Customer Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ||
Revenue | $3,512 | $5,024 |
GERMANY | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 168 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Revenue | $3,512 | $4,856 |
Geographic_and_Customer_Inform3
Geographic and Customer Information (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Segment Reporting Information [Line Items] | ||
Assets | 5,305 | 1,284 |
GERMANY | ||
Segment Reporting Information [Line Items] | ||
Assets | 142 | 0 |
Customer One [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 14.00% | |
Customer Two [Member] | ||
Segment Reporting Information [Line Items] | ||
Concentration Risk, Percentage | 30.00% |
Merger_Reverse_Stock_Split_and1
Merger, Reverse Stock Split and Extinguishment of Debt (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Extinguishment of Debt [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $0.00 | |
Common Stock, Shares Authorized | 7,500,000,000 | 7,500,000,000 |
Debt Instrument, Increase (Decrease), Net | $5,000,000 | |
Gains (Losses) on Extinguishment of Debt | $4,247,000 | $53,000 |
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] | ||
Extinguishment of Debt [Line Items] | ||
Common Stock, Shares Authorized | 7,500,000,000 | |
Plan of Merger [Member] | Minimum [Member] | ||
Extinguishment of Debt [Line Items] | ||
Common Stock, Shares Authorized | 5,000,000,000 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) | 12 Months Ended | 2 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 03, 2015 | |
Subsequent Event [Line Items] | |||
Common Stock, Shares, Outstanding | 4,166,142,620 | 332,321,818 | |
Conversion of Stock, Shares Issued | 3,834,000,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | 436,904,318 | 15,619,639 | |
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 303,744,472 | ||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Shares, Outstanding | 15 | ||
Conversion of Stock, Shares Issued | 154,639,175 |