Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 25, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'PRPH | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 16,660,324 | ' |
Entity Registrant Name | 'ProPhase Labs, Inc. | ' | ' |
Entity Central Index Key | '0000868278 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $15,803,329 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents (Note 2) | $1,638 | $572 |
Accounts receivable, net (Note 2) | 5,319 | 5,409 |
Inventory (Note 2) | 2,521 | 2,051 |
Prepaid expenses and other current assets (Note 2) | 1,801 | 2,687 |
Total current assets | 11,279 | 10,719 |
Property, plant and equipment, net of accumulated depreciation of $4,064 and $3,860, respectively (Note 3) | 2,564 | 2,365 |
Intangible asset, licensed technology (Note 8) | 3,577 | 3,577 |
Total assets | 17,420 | 16,661 |
LIABILITIES | ' | ' |
Accounts payable | 1,011 | 1,296 |
Accrued advertising and other allowances (Note 2) | 2,847 | 2,760 |
Other current liabilities (Note 4) | 766 | 854 |
Total current liabilities | 4,624 | 4,910 |
Other long term obligation (Note 5) | 200 | 300 |
Total long term liabilities | 200 | 300 |
COMMITMENTS AND CONTINGENCIES (Note 5) | ' | ' |
STOCKHOLDERS' EQUITY | ' | ' |
Common stock, $.0005 par value; authorized 50,000,000; issued: 21,437,059 and 21,056,115 shares, respectively (Note 6) | 11 | 11 |
Additional paid-in-capital | 43,607 | 42,867 |
Accumulated deficit | -5,385 | -5,790 |
Treasury stock, at cost, 5,336,053 and 5,336,053 shares, respectively (Note 6) | -25,637 | -25,637 |
Total stockholders' equity | 12,596 | 11,451 |
Liabilities and Stockholders' Equity, Total | $17,420 | $16,661 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accumulated depreciation (in dollars) | $4,064 | $3,860 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 21,437,059 | 21,056,115 |
Treasury stock, shares (in shares) | 5,336,053 | 5,336,053 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net sales (Notes 2 and 11) | $25,032 | $22,406 | $17,453 |
Cost of sales (Note 2) | 8,361 | 8,154 | 6,171 |
Gross profit | 16,671 | 14,252 | 11,282 |
Operating expenses: | ' | ' | ' |
Sales and marketing | 9,538 | 8,946 | 7,904 |
Administrative | 5,893 | 6,127 | 5,028 |
Research and development (Note 2) | 824 | 1,301 | 1,088 |
Settlement benefit (Note 5) | 0 | -1,024 | 0 |
Total operating expense | 16,255 | 15,350 | 14,020 |
Income (loss) from operations | 416 | -1,098 | -2,738 |
Interest income | 2 | 7 | 28 |
Interest Expense | -13 | 0 | 0 |
Income (loss) from operations before taxes | 405 | -1,091 | -2,710 |
Income tax (benefit) (Note 9) | 0 | 0 | 0 |
Net income (loss) | $405 | ($1,091) | ($2,710) |
Basic income (loss) per share: | ' | ' | ' |
Net income (loss) (in dollars per share) | $0.03 | ($0.07) | ($0.18) |
Diluted income (loss) per share: | ' | ' | ' |
Net income (loss) (in dollars per share) | $0.03 | ($0.07) | ($0.18) |
Weighted average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 15,839 | 14,843 | 14,817 |
Diluted (in shares) | 16,276 | 14,843 | 14,817 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Deficit) [Member] | Treasury Stock [Member] |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2010 | $13,460 | $10 | $40,627 | ($1,989) | ($25,188) |
Balance (in shares) at Dec. 31, 2010 | ' | 14,707,619 | ' | ' | ' |
Net income (loss) | -2,710 | ' | ' | -2,710 | ' |
Share-based compensation expense | 131 | ' | 131 | ' | ' |
Common stock granted pursuant to an employment agreement | 294 | ' | 294 | ' | ' |
Common stock granted pursuant to an employment agreement (in shares) | ' | 341,254 | ' | ' | ' |
Common stock granted pursuant to a compensation plan | 500 | ' | 500 | ' | ' |
Common stock granted pursuant to a compensation plan (in shares) | ' | 466,710 | ' | ' | ' |
Treasury stock purchase (Note 8) | -449 | ' | ' | ' | -449 |
Treasury stock purchase (Note 8) (in shares) | ' | -690,000 | ' | ' | ' |
Balance at Dec. 31, 2011 | 11,226 | 10 | 41,552 | -4,699 | -25,637 |
Balance (in shares) at Dec. 31, 2011 | ' | 14,825,583 | ' | ' | ' |
Net income (loss) | -1,091 | ' | ' | -1,091 | ' |
Share-based compensation expense | 153 | ' | 153 | ' | ' |
Common stock granted pursuant to an employment agreement | 93 | ' | 93 | ' | ' |
Common stock granted pursuant to an employment agreement (in shares) | ' | 10,757 | ' | ' | ' |
Common stock issued (Note 6) | 1,070 | 1 | 1,069 | ' | ' |
Common stock issued (Note 6) (in shares) | ' | 883,722 | ' | ' | ' |
Balance at Dec. 31, 2012 | 11,451 | 11 | 42,867 | -5,790 | -25,637 |
Balance (in shares) at Dec. 31, 2012 | ' | 15,720,062 | ' | ' | ' |
Net income (loss) | 405 | ' | ' | 405 | ' |
Share-based compensation expense | 160 | ' | 160 | ' | ' |
Common stock granted pursuant to a compensation plan | 109 | ' | 109 | ' | ' |
Common stock granted pursuant to a compensation plan (in shares) | ' | 66,470 | ' | ' | ' |
Proceeds from exercise of stock options | 27 | ' | 27 | ' | ' |
Proceeds from exercise of stock options (in shares) | ' | 25,000 | ' | ' | ' |
Common stock issued (Note 6) | 444 | 0 | 444 | ' | ' |
Common stock issued (Note 6) (in shares) | ' | 289,474 | ' | ' | ' |
Balance at Dec. 31, 2013 | $12,596 | $11 | $43,607 | ($5,385) | ($25,637) |
Balance (in shares) at Dec. 31, 2013 | ' | 16,101,006 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | $405 | ($1,091) | ($2,710) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization | 243 | 252 | 355 |
Gain on the sale of fixed assets | 0 | 0 | -28 |
Reduction of payment obligation, settlement benefit | 0 | -1,024 | 0 |
Share-based compensation expense | 269 | 246 | 631 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 90 | -2,190 | 1,602 |
Inventory | -470 | 637 | -1,006 |
Prepaid expenses and other assets | 886 | -940 | -864 |
Accounts payable | -285 | 411 | 396 |
Accrued advertising and other allowances | 87 | -199 | -565 |
Accrued royalties and commissions | 0 | -2,100 | 0 |
Other operating assets and liabilities, net | -88 | 269 | 81 |
Net cash provided by (used in) operating activities | 1,137 | -5,729 | -2,108 |
Cash flows from investing activities: | ' | ' | ' |
Capital expenditures | -442 | -310 | -300 |
Proceeds from the sale of fixed assets | 0 | 0 | 166 |
Net cash flows used in investing activities | -442 | -310 | -134 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from the exercise of stock options | 27 | 0 | 0 |
Proceeds from issuance of common stock | 444 | 1,070 | 0 |
Payment of long term obligation | -100 | ' | ' |
Purchase of treasury stock | 0 | 0 | -449 |
Net cash provided by (used in) financing activities | 371 | 1,070 | -449 |
Net increase (decrease) in cash and cash equivalents | 1,066 | -4,969 | -2,691 |
Cash and cash equivalents at beginning of year | 572 | 5,541 | 8,232 |
Cash and cash equivalents at end of year | 1,638 | 572 | 5,541 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Income taxes paid | 0 | 0 | 0 |
Interest paid | 13 | 0 | 0 |
Common stock issued, in lieu of cash, as payment of accrued compensation | $0 | $0 | $294 |
ORGANIZATION_AND_BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
NOTE 1 – ORGANIZATION AND BUSINESS | |
ProPhase Labs, Inc (“we”, “us” or the “Company”), organized under the laws of the State of Nevada, is a manufacturer, marketer and distributor of a diversified range of homeopathic and health products that are offered to the general public. We are also engaged in the research and development of potential over-the-counter (“OTC”) drug, natural based health products along with supplement, personal care and cosmeceutical products. | |
Our primary business is the manufacture, distribution, marketing and sale of OTC cold remedy products to consumers through national chain, regional, specialty and local retail stores. Our flagship brand is Cold-EEZEÒ Cold Remedy and our principal product is Cold-EEZEÒ Cold Remedy zinc gluconate lozenges, proven in clinical studies to reduce the duration of the common cold by 42%. In addition to Cold-EEZE® Cold Remedy lozenges, we market and distribute non-lozenge forms of our proprietary zinc gluconate formulation, (i) Cold-EEZE® Cold Remedy QuickMelts® and (ii) Cold-EEZE® Cold Remedy Oral Spray. Cold-EEZE® Cold Remedy Oral Spray is a liquid form of our zinc gluconate formulation that is sprayed in the mouth. Cold-EEZE® Cold Remedy QuickMelts® are fast dissolving tablets that are taken orally. | |
The Cold-EEZE® Cold Remedy QuickMelts® product line is comprised of (i) Cold-EEZE® Daytime/Nighttime QuickMelts® (launched in Fiscal 2012) and (ii) Cold-EEZE® Plus Immune Support QuickMelts® and Cold-EEZE® Plus Immune Support + Energy QuickMelts® (each launched in Fiscal 2013). We also manufacture, market and distribute organic cough drops and a Vitamin C supplement (“Organix”) and perform contract manufacturing services of cough drop and other OTC cold remedy products for third parties. | |
Cold-EEZEÒ Cold Remedy is an established product in the health care and cold remedy market. For Fiscal 2013, 2012 and 2011, our revenues have come principally from our OTC cold remedy products. For Fiscal 2013 and 2012, our net sales for each period were related to markets in the United States. | |
On March 22, 2010, we, Phosphagenics Limited (“PSI Parent”), an Australian corporation, Phosphagenics Inc. (“PSI”), a Delaware corporation and subsidiary of PSI Parent, and Phusion Laboratories, LLC (the “Joint Venture”), a Delaware limited liability company, entered into a Limited Liability Company Agreement (the “LLC Agreement”) of the Joint Venture and additional related agreements for the purpose of developing and commercializing, for worldwide distribution and sale, a wide range of non-prescription remedies using PSI Parent’s proprietary patented TPM™ technology (“TPM”). TPM facilitates the delivery and depth of penetration of active molecules in pharmaceutical, nutraceutical, and other products. Pursuant to the LLC Agreement, we and PSI each own a 50% membership interest in the Joint Venture (see Note 8). | |
Our business is subject to seasonal variations thereby impacting liquidity and working capital during the course of our fiscal year. | |
We use a December 31 year-end for financial reporting purposes. References herein to the fiscal year ended December 31, 2013 shall be the term “Fiscal 2013” and references to other “Fiscal” years shall mean the year, which ended on December 31 of the year indicated. The term the “we”, “us: or the “Company” as used herein also refer, where appropriate, to the Company, together with its subsidiaries unless the context otherwise requires. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | |
The consolidated financial statements (“Financial Statements”) include the accounts of the Company and its wholly owned subsidiaries and its Joint Venture, a variable interest entity (see Note 8). All intercompany transactions and balances have been eliminated. | |
Seasonality of the Business | |
Our net sales are derived principally from our OTC cold remedy products. Currently, our sales are influenced by and subject to fluctuations in the timing of purchase and the ultimate level of demand for our products which are a function of the timing, length and severity of each cold season. Generally, a cold season is defined as the period of September to March when the incidence of the common cold rises as a consequence of the change in weather and other factors. We generally experience in the third and fourth quarter higher levels of net sales along with a corresponding increase in marketing and advertising expenditures designed to promote its products during the cold season. Revenues and related marketing costs are generally at their lowest levels in the second quarter when consumer demand generally declines. We track health and wellness trends and develop retail promotional strategies to align our production scheduling, inventory management and marketing programs to optimize consumer purchases. | |
Use of Estimates | |
The preparation of financial statements and the accompanying notes thereto, in conformity with generally accepted accounting principles in the United States (“GAAP”), requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include the provision for bad debt, sales returns and allowances, inventory obsolescence, useful lives of property and equipment and intangible assets, impairment of property and equipment and intangible assets, income tax valuations and assumptions related to accrued advertising. When providing for the appropriate sales returns, allowances, cash discounts and cooperative incentive promotion costs (“Sales Allowances”), we apply a uniform and consistent method for making certain assumptions for estimating these provisions. These estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. | |
Our primary product, Cold-EEZEÒ Cold Remedy lozenges, utilizes a proprietary zinc gluconate formulation which has been clinically proven to reduce the severity and duration of common cold symptoms. Factors considered in estimating the appropriate sales returns and allowances for this product include it being (i) a unique product with limited competitors, (ii) competitively priced, (iii) promoted, (iv) unaffected for remaining shelf-life as there is no product expiration date and (v) monitored for inventory levels at major customers and third-party consumption data. In addition to Cold-EEZE® Cold Remedy lozenges, we market and distribute a variety of Cold-EEZE® Cold Remedy QuickMelts® and a Cold-EEZE® Cold Remedy Oral Spray. We also manufacture, market and distribute an organic cough drop and a Vitamin C supplement (“Organix®”). Each of the Cold-EEZE® Cold Remedy Oral Spray and QuickMelts® products, and Organix® products carry shelf-life expiration dates for which we aggregate such new product market experience data and update our sales returns and allowances estimates accordingly. Sales allowances estimates are tracked at the specific customer and product line levels and are tested on an annual historical basis, and reviewed quarterly. Additionally, we monitor current developments by customer, market conditions and any other occurrences that could affect the expected provisions relative to net sales for the period presented. | |
Cash Equivalents | |
We consider all highly liquid investments with an initial maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include cash on hand and monies invested in money market funds. The carrying amount approximates the fair market value due to the short-term maturity of these investments. | |
Inventory | |
Inventory is valued at the lower of cost, determined on a first-in, first-out basis (FIFO), or market. Inventory items are analyzed to determine cost and the market value and appropriate valuation adjustments are established. At December 31, 2013 and 2012 the financial statements include adjustments to reduce inventory for excess or obsolete inventory of $635,000 and $890,000, respectively. At December 31, 2013 and 2012, inventory included raw material, work in progress and packaging amounts of $1.6 million and $1.0 million, respectively, and finished goods of $958,000 and $1.0 million, respectively. | |
Property, Plant and Equipment | |
Property, plant and equipment are recorded at cost. We use the straight-line method in computing depreciation for financial reporting purposes. The depreciation expense is computed in accordance with the estimated asset lives (see Note 3). | |
Concentration of Risks | |
Future revenues, costs, margins and profits will continue to be influenced by our ability to maintain our manufacturing availability and capacity together with our marketing and distribution capabilities and the requirements associated with the development of OTC and other personal care products in order to continue to compete on a national and/or international level. | |
Our business is subject to federal and state laws and regulations adopted for the health and safety of users of our products. Our OTC cold remedy products are subject to regulations by various federal, state and local agencies, including the Food and Drug Administration (“FDA”) and, as applicable, the Homeopathic Pharmacopoeia of the United States. | |
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments and trade accounts receivable. | |
We maintain cash and cash equivalents with certain major financial institutions. As of December 31, 2013, our cash was $1.6 million and our bank balance was $1.8 million. Of the total bank balance, $554,000 was covered by federal depository insurance and $1.2 million was uninsured. | |
Trade accounts receivable potentially subjects us to credit risk. We extend credit to our customers based upon an evaluation of the customer’s financial condition and credit history and generally we do not require collateral. Our broad range of customers includes many national chain, regional, specialty and local retail stores (see Note 11). During Fiscal 2013, 2012 and 2011, effectively all of our net revenues were related to domestic markets. | |
Our revenues are principally generated from the sale of OTC cold remedy products which approximated 94%, 95% and 95% of total revenues for Fiscal 2013, 2012 and 2011, respectively. A significant portion of our business is highly seasonal, which causes major variations in operating results from quarter to quarter. The third and fourth quarters generally represent the largest sales volume for the OTC cold remedy products. | |
Raw materials used in the production of the products are available from numerous sources. Certain raw material active ingredients used in connection with Cold-EEZE® Cold Remedy products are purchased from a single unaffiliated supplier. Should the relationship terminate or the vendor become unable supply material, we believe that the current contingency plans would prevent a termination from materially affecting our operations. However, if the relationship was terminated, there may be delays in production of our products until an acceptable replacement supplier is located. | |
Long-lived Assets | |
We review the carrying value of our long-lived assets with definite lives whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When indicators of impairment exist, we determine whether the estimated undiscounted sum of the future cash flows of such assets is less than their carrying amounts. If less, an impairment loss is recognized in the amount, if any, by which the carrying amount of such assets exceeds their respective fair values. The determination of fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations; or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating and marketing costs; selling and administrative expenses; interest rates; property and equipment additions and retirements; industry competition; and general economic and business conditions, among other factors. | |
Fair value is based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a three-tier fair value hierarchy prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |
Revenue Recognition | |
Sales are recognized at the time ownership is transferred to the customer. Revenue is reduced for trade promotions, estimated sales returns, cash discounts and other allowances in the same period as the related sales are recorded. We make estimates of potential future product returns and other allowances related to current period revenue. We analyze historical returns, current trends, and changes in customer and consumer demand when evaluating the adequacy of the sales returns and other allowances. | |
Our return policy accommodates returns for (i) discontinued products, (ii) store closings and (iii) products that have reached or exceeded their designated expiration date. We do not impose a period of time within which product may be returned. All requests for product returns must be submitted to us for pre-approval. The main components of our returns policy are: (i) we will accept returns that are due to damaged product that is un-saleable and such return request activity fall within an acceptable range, (ii) we will accept returns for products that have reached or exceeded designated expiration dates and (iii) we will accept returns in the event that we discontinue a product provided that the customer will have the right to return only such items that it purchased directly from us. We will not accept return requests pertaining to customer inventory “Overstocking” or “Resets”. We will only accept return requests for product in its intended package configuration. We reserve the right to terminate shipment of product to customers who have made unauthorized deductions contrary to our return policy or pursue other methods of reimbursement. We compensate the customer for authorized returns by means of a credit applied to amounts owed or to be owed and in the case of discontinued product only, also by way of an exchange. We do not have any significant product exchange history. | |
As of December 31, 2013 and December 31, 2012, we included a provision for sales allowances of $128,000 and $109,000, respectively, which are reported as a reduction to account receivables. Additionally, accrued advertising and other allowances as of December 31, 2013 include $1.5 million for estimated future sales returns and $1.3 million for cooperative incentive promotion costs. As of December 31, 2012, accrued advertising and other allowances include $1.3 million for estimated future sales returns and $1.5 million for cooperative incentive promotion costs. | |
Shipping and Handling | |
Product sales carry shipping and handling charges to the purchaser, included as part of the invoiced price, which is classified as revenue. In all cases, costs related to this revenue are recorded in cost of sales. | |
Stock Compensation | |
We recognize all share-based payments to employees and directors, including grants of stock options, as compensation expense in the financial statements based on their fair values. Fair values of stock options are determined through the use of the Black-Scholes option pricing model. The compensation cost is recognized as an expense over the requisite service period of the award, which usually coincides with the vesting period. | |
Stock and stock options for purchase of our common stock, $0.0005 par value, (“Common Stock”) have been granted to both employees and non-employees pursuant to the terms of certain agreements and stock option plans (see Note 6). Stock options are exercisable during a period determined by us, but in no event later than ten years from the date granted. In Fiscal 2013, 2012 and 2011, we charged to operations $269,000, $246,000 and $631,000, respectively, for share-based compensation expense for the aggregate fair value of stock grants issued and vested stock options earned. | |
Variable Interest Entity | |
The Joint Venture, of which we own a 50% membership interest, qualifies as a variable interest entity (“VIE”) and we have consolidated the Joint Venture beginning with the quarter ended March 31, 2010 (see Note 8). | |
Advertising and Incentive Promotions | |
Advertising and incentive promotion costs are expensed within the period in which they are utilized. Advertising and incentive promotion expense is comprised of media advertising, presented as part of sales and marketing expense; cooperative incentive promotions and coupon program expenses, which are accounted for as part of net sales; and free product, which is accounted for as part of cost of sales. Advertising and incentive promotion costs incurred for Fiscal 2013, 2012 and 2011 were $10.8 million, $10.2 million, and $8.8 million, respectively. Included in prepaid expenses and other current assets was $1.3 million and $2.2 million at December 31, 2013 and 2012, respectively, relating to prepaid deposits for advertising and promotion programs scheduled principally for the first quarter of Fiscal 2014 and 2013, respectively. | |
Research and Development | |
Research and development costs are charged to operations in the period incurred. Expenditures for Fiscal 2013, 2012 and 2011 were $824,000, $1.3 million and $1.1 million, respectively. For Fiscal 2013, Fiscal 2012 and Fiscal 2011, research and development costs are related principally to new product development initiatives and costs associated with OTC cold remedy products. | |
Income Taxes | |
We utilize the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments of changes in the tax law or rates. Until sufficient taxable income to offset the temporary timing differences attributable to operations and the tax deductions attributable to option, warrant and stock activities are assured, a valuation allowance equaling the total net current and non-current deferred tax asset is being provided (see Note 9). | |
We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than fifty percent likely of being realized upon ultimate settlement. Any interest or penalties related to uncertain tax positions will be recorded as interest or administrative expense, respectively. | |
The major jurisdiction for which we file income tax returns is the United States. The Internal Revenue Service (“IRS”) has examined our then tax year ended September 30, 2005 and has made no changes to the filed tax returns. The tax years 2006 and forward remain open to examination by the IRS. The tax years 2004 and forward remain open to examination by the various state taxing authorities to which we are subject. | |
Fair Value of Financial Instruments | |
Cash and cash equivalents, accounts receivable, accounts payable and long term obligations are reflected in the Financial Statements at carrying value which approximates fair value because of the short-term maturity of these instruments. Determination of the fair value of related party payables, if any, is not practicable due to their related party nature. | |
Recently Issued Accounting Standards | |
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASU Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be presented in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 was effective for fiscal periods beginning after December 15, 2011 with early adoption permitted. In December 2011, the FASB issued ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This accounting update stated that the specific requirement to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income will be deferred. In February 2013, the FASB issued ASU 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This accounting update requires companies to present the effects on the line items of net income of significant reclassifications out of accumulated other comprehensive income if the amount being reclassified is required under U.S. generally accepted accounting principles to be reclassified in its entirety to net income in the same reporting period. ASU 2013-02 is effective prospectively for fiscal years beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial position, results of operations or cash flows. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 amends Accounting Standards Codification 740, “Income Taxes,” to require that in certain cases, an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, and retrospective application is permitted. We are currently evaluating the impact, if any this update will have on our financial statements. | |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||||
NOTE 3 – PROPERTY, PLANT AND EQUIPMENT | ||||||||||
The components of property and equipment are as follows (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Land | $ | 504 | $ | 504 | ||||||
Buildings and improvements | 2,852 | 2,597 | 10 - 39 years | |||||||
Machinery and equipment | 2,812 | 2,771 | 3 - 7 years | |||||||
Computer software | 271 | 164 | 3 years | |||||||
Furniture and fixtures | 189 | 189 | 5 years | |||||||
6,628 | 6,225 | |||||||||
Less: Accumulated depreciation | 4,064 | 3,860 | ||||||||
$ | 2,564 | $ | 2,365 | |||||||
Depreciation expense for Fiscal 2013, 2012 and 2011 was $243,000, $252,000, and $355,000, respectively. | ||||||||||
OTHER_CURRENT_LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
Other Liabilities Disclosure [Text Block] | ' |
NOTE 4 – OTHER CURRENT LIABILITIES | |
At December 31, 2013 and 2012, other current liabilities include $350,000 and $548,000, respectively, related to accrued compensation. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||
NOTE 5 – COMMITMENTS AND CONTINGENCIES | |||||||||||
Employment Agreements | |||||||||||
On November 8, 2011, we entered into new employment agreements, effective as of January 1, 2012, with each of Mr. Ted Karkus and Mr. Robert Cuddihy (the “Employment Agreements”). The Employment Agreements supersede the employment agreements of Mr. Karkus and Mr. Cuddihy, dated August 19, 2009, that had been scheduled to terminate on July 15, 2012. The scheduled termination dates of the Employment Agreements is July 15, 2015, which is three years following the scheduled expiration date set forth in the executives’ former employment agreements. | |||||||||||
Under his new employment agreement with the Company, Mr. Karkus agreed to an annual base salary of $675,000 as Chief Executive Officer. Under the terms of his former employment agreement with the Company, as amended, Mr. Karkus was entitled to annual base compensation of $750,000, consisting of a $600,000 base salary and $150,000 in stock based compensation. Mr. Karkus is eligible to receive an annual increase in base salary and may be awarded a bonus in the sole discretion of the Compensation Committee and also will receive regular benefits routinely provided to other senior executives of the Company. | |||||||||||
Under his new employment agreement with the Company, Mr. Cuddihy agreed to an annual base salary of $350,000 as Chief Financial Officer and Chief Operating Officer. Under the terms of his former employment agreement with the Company as the Company’s Chief Operating Officer, Mr. Cuddihy was entitled to annual base compensation of $325,000, consisting of a $275,000 base salary and $50,000 in stock based compensation. Mr. Cuddihy is eligible to receive an annual increase in base salary and may be awarded a bonus in the sole discretion of the Compensation Committee and also will receive regular benefits routinely provided to other senior executives of the Company. | |||||||||||
Each executive is subject to non-competition restrictions for up to a period of either six (6) months or eighteen (18) months following termination of employment depending on the nature of the termination. Each executive is also eligible for a gross up payment in the event that any amounts payable under the agreements (or any other plan, program, policy or arrangement with the Company) become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. | |||||||||||
The Employment Agreements also provide for payments upon certain terminations and change in control benefits to ensure that they work to secure the best outcome for stockholders in the event of a possible change in control, even if it means that they lose their jobs as a result. Under the Employment Agreements, in the event of the termination by the Company of the employment of Mr. Karkus or Mr. Cuddihy without cause or due to a voluntary resignation by either executive with Good Reason (as defined in the agreements), each executive will be paid a lump sum severance payment in cash equal to the greater of (A) the amount equal to eighteen (18) months base salary or (B) the amount equal to the his base salary for the remainder of the term as if the agreement had not been terminated. | |||||||||||
Additionally, each executive is entitled to receive a lump sum severance payment in cash equal to the greater of A or B, if he, within twenty four (24) months of a Change in Control (as defined in the agreements) of the Company, is terminated without cause or due to a voluntary resignation by him with Good Reason (as defined in the agreements). Each executive may also participate at Company expense in all medical and dental plans for the remainder of the term of his employment agreement in the event the Company terminates the employment agreement for any reason, except for the Company’s termination for Cause (as defined in the agreements) or a voluntary resignation by him without Good Reason (as defined in the agreements). | |||||||||||
Settlement Agreement | |||||||||||
In November 2004 we commenced an action against John C. Godfrey, Nancy Jane Godfrey, and Godfrey Science and Design, Inc. (together the “Godfreys”) for injunctive relief regarding the ownership of the Cold-EEZE® trademark., The Godfreys subsequently asserted against us counterclaims and sought monetary damages and injunctive and declaratory relief relative to the Cold-EEZE® trademark and other intellectual property. | |||||||||||
On December 20, 2012, we and the Godfreys, including the Estate of Nancy Jane Godfrey, entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”), pursuant to which we resolved all disputes, including claims asserted by us and counterclaims asserted against us in the action. Pursuant to the terms of the Settlement Agreement, we paid the Godfreys $2.1 million in December 2012 and we agreed to make four additional annual payments of $100,000 due in December of each of the next four years. Each annual payment in the amount of $100,000 will accrue interest at the per annum rate of 3.25%. The first annual installment of $100,000 plus accrued interest of $13,000 was paid in December 2013. Under the Settlement Agreement, the Godfreys assigned, transferred and conveyed to us all of their right, title, and interest in U.S. Trademark Registration No. 1,838,542 for the trademark Cold-EEZE®, among other intellectual property associated with such trademark. As a result of the Settlement Agreement, we realized $1.0 million benefit due to the reduction of the previously recorded accrued royalties and commission obligation of $3.5 million. At December 31, 2013, other current liabilities and other long term obligation include $100,000 and $200,000, respectively, for the three remaining annual installment payments. | |||||||||||
PROPHASE LABS, INC.(formerly THE QUIGLEY CORPORATION) vs. Guy Quigley, Gary Quigley, Scanda Systems Limited, Scanda Systems LTD, Chilesha Holdings LTD, Kevin Brogan, Innerlight Holdings, Inc., George Longo, Graham Brandon AND Pacific Rim Pharmaceuticals LTD | |||||||||||
On August 23, 2010, we initiated an action in the Court of Common Pleas of Bucks County, Pennsylvania Civil Action No. 2010-08227. This action is against certain former officers and directors of the Company, including a shareholder that beneficially owns approximately 17.4% of our Common Stock, and against certain third parties. The Company has asserted claims arising from, among other things, a variety of transactions and payments previously made or entered into by the Company. The transactions and events that are the subject of this litigation occurred prior to June 2009 and the installation of the current board of directors. We are seeking recovery of monetary damages and other relief. Pre-trial discovery is on-going at this time and a date certain for trial has been ordered for June 9, 2014. At this time, no prediction as to the outcome of this action can be made. | |||||||||||
GUY QUIGLEY VS. TED KARKUS, ROBERT V. CUDDIHY, JR., MARK BURNETT, MARK LEVENTHAL, MARK FRANK, LOUIS GLECKEL, MD, JAMES McCUBBIN AND PROPHASE LABS, INC. AS A NOMINAL DEFENDANT | |||||||||||
We were named as a nominal defendant in a purported derivative complaint filed on February 2, 2012 by stockholder and former director and Chief Executive Officer Guy Quigley in the Court of Common Pleas of Philadelphia County, Pennsylvania (No. 111200409). The complaint also names as a defendant each of our directors and executive officers. Among other things, the suit alleges various breaches of fiduciary and other duties, and seeks recovery of unspecified damages and other relief. Prior to filing this complaint, the plaintiff applied to the same court for permission to take pre-complaint discovery on the basis that the plaintiff required such discovery in order to assert claims. The court denied the plaintiff's request. We believe the lawsuit is without merit and intend to vigorously defend against it. On April 5, 2013, the court entered an order allowing limited pre-trial discovery limited to demand futility and plaintiff adequacy issues, which was completed by July 12, 2013. We filed a motion to dismiss on July 26, 2013 on demand futility and plaintiff adequacy issues. On August 26, 2013 the court heard oral arguments regarding the Company’s motion for summary judgment and dismissal with prejudice. The court stayed any additional discovery until the court rules on our motion to dismiss with and our motion is currently pending with the court. At this time, no prediction as to the outcome of this action can be made. | |||||||||||
As noted above, we previously commenced litigation against the plaintiff, Guy Quigley, and other parties in August 2010 in the Bucks County Court of Common Pleas, Pennsylvania (No. 2010-08227). The August 2010 action remains pending. | |||||||||||
PROPHASE LABS, INC.(formerly THE QUIGLEY CORPORATION) vs. Guy Quigley, KARIBA HOLDINGS, LIMITED, WENDY QUIGLEY, Gary Quigley, FRANCES QUIGLEY (A/K/A FRANCES BOSTON) AND JOSEPHINE QUIGLEY (A/K/A JOSEPHINE GLEESON) | |||||||||||
On July 19, 2012, we initiated an action in the Court of Common Pleas of Bucks County, Pennsylvania (“Kariba Complaint”) (No. 2011-09815). The Kariba Complaint names as defendants (i) a former officer and director of the Company, who is a shareholder that beneficially owns approximately 17.4% of our Common Stock, (ii) certain family members of such former officer and director, some of whom are former employees of the Company, and (iii) certain third parties. The Company has asserted claims arising from, among other things, a variety of transactions and payments previously made or entered into by the Company. The Kariba Complaint asserts additional claims not previously asserted in the action ProPhase Labs, Inc. (formerly The Quigley Corporation) vs. Guy Quigley, Gary Quigley, Scanda Systems Limited, Scanda Systems LTD, Chilesha Holdings LTD, Kevin Brogan, Innerlight Holdings, Inc., George Longo, Graham Brandon, Pacific Rim Pharmaceuticals LTD and John Doe Defendants (No. 2010-08227). All of the transactions and events that are the subject of the Kariba Complaint occurred prior to June 2009 and the installation of the current board of directors. We are seeking recovery of monetary damages and other relief. Pre-trial discovery is on-going and at this time, no prediction as to the outcome of this action can be made. | |||||||||||
GARYQUIGLEY VS. EAST BAY MANAGEMENT, INC., TED KARKUS AND JOHN DOE 1 | |||||||||||
East Bay Management, Inc., Ted Karkus and John Doe 1 were named as defendants in a purported complaint filed on June 10, 2013 by Gary Quigley, the brother of our stockholder and former director and Chief Executive Officer Guy Quigley, in the Court of Common Pleas of Philadelphia County, Pennsylvania (No. 2013-04393). The suit alleges five causes of action against the defendants, including the Company’s Chief Executive Officer, for (i) fraud, (ii) conversion, (iii) unjust enrichment, (iv) conspiracy and (v) piercing the corporate veil. On July 10, 2013, Mr. Karkus removed the case to the United States District Court for Eastern Pennsylvania. On August 16, 2013, Mr. Karkus filed a Motion to Dismiss for Failure to State a Claim. Mr. Gary Quigley responded to the motion to dismiss. On January 7, 2014, the court heard oral arguments regarding the motion to dismiss. The court stayed any additional discovery until the court rules on the motion to dismiss and the motion is currently pending with the court. At this time, no prediction as to the outcome of this action can be made. | |||||||||||
On January 15, 2014, our Board of Directors, without the presence of Ted Karkus, voted to indemnify Mr. Karkus and pay the expenses incurred by him in connection with this legal matter. This action has been and will continue to be vigorously defended by Mr. Karkus, who denies any wrongdoing. | |||||||||||
THE ESTATE OF JOSEPHINE QUIGLEY AND KARIBA HOLDINGS LIMITED VS. EAST BAY MANAGEMENT, INC., TED KARKUS, SCOTT STRADY AND JOHN DOE | |||||||||||
East Bay Management, Inc., Ted Karkus, Scott Strady and John Doe were named as defendants in a purported complaint filed on August 9, 2013 by the Estate of Josephine Quigley, the mother of our stockholder and former director and Chief Executive Officer Guy Quigley, and Kariba Holdings Limited (see Kariba Compliant above) in the Court of Common Pleas of Philadelphia County, Pennsylvania (No. 2013-006131). Guy Quigley, our stockholder, former director and Chief Executive Officer of the Company, filed this suite as Executor of the Estate of Josephine Quigley and as a representative of Kariba Holdings. The suit alleges five causes of action against the defendants, including the Company’s Chief Executive Officer, for (i) fraud, (ii) conversion, (iii) unjust enrichment, (iv) conspiracy and (v) piercing the corporate veil. On September 23, 2013, Mr. Karkus removed the case to the United States District Court for Eastern Pennsylvania. On September 23, 2013, Mr. Karkus filed a Motion to Dismiss for Failure to State a Claim. The Estate of Josephine Quigley and Kariba Holdings Limited responded to the motion to dismiss. On January 7, 2014, the court heard oral arguments regarding the motion for dismissal. The court stayed any additional discovery until the court rules on the motion for dismissal and the motion is currently pending with the court. At this time, no prediction as to the outcome of this action can be made. | |||||||||||
On January 15, 2014, our Board of Directors, without the presence of Ted Karkus, voted to indemnify Mr. Karkus and pay the expenses incurred by him in connection with this legal matter. This action has been and will continue to be vigorously defended by Mr. Karkus, who denies any wrongdoing. | |||||||||||
Other Litigation | |||||||||||
In the normal course of our business, we are named as defendant in legal proceedings. It is our policy to vigorously defend litigation and/or enter into settlements of claims where management deems appropriate. | |||||||||||
Future Obligations | |||||||||||
We have approximate future obligations over the next five years as follows (in thousands): | |||||||||||
Employment | Settlement | ||||||||||
Year | Contracts | Agreement | Total | ||||||||
2014 | $ | 1,025 | $ | 100 | $ | 1,125 | |||||
2015 | 555 | 100 | 655 | ||||||||
2016 | - | 100 | 100 | ||||||||
2017 | - | - | - | ||||||||
2018 | - | - | - | ||||||||
Total | $ | 1,580 | $ | 300 | $ | 1,880 | |||||
STOCKHOLDERS_EQUITY_AND_STOCK_
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders Equity Note [Abstract] | ' | |||||||||||||||||||
Transactions Affecting Stock Holders Equity [Text Block] | ' | |||||||||||||||||||
NOTE 6 – STOCKHOLDERS’ EQUITY AND STOCK COMPENSATION | ||||||||||||||||||||
Stockholder Rights Plan | ||||||||||||||||||||
On September 8, 1998, our Board of Directors declared a dividend distribution of Common Stock Purchase Rights (each individually, a “Right” and collectively, the “Rights”) payable to the stockholders of record on September 25, 1998, thereby creating a Stockholder Rights Plan (the “Rights Agreement”). The Plan was amended effective May 23, 2008 and further amended effective August 18, 2009. The Rights Agreement, as amended, provides that each Right entitles the stockholder of record to purchase from the Company that number of common shares having a combined market value equal to two times the Rights exercise price of $45. The Rights are not exercisable until the distribution date, which will be the earlier of a public announcement that a person or group of affiliated or associated persons has acquired 15% or more of the outstanding common shares, or the announcement of an intention by a similarly constituted party to make a tender or exchange offer resulting in the ownership of 15% or more of the outstanding common shares. The dividend has the effect of giving the stockholder a 50% discount on the share’s current market value for exercising such right. In the event of a cashless exercise of the Right, and the acquirer has acquired less than 50% beneficial ownership of the Company, a stockholder may exchange one Right for one common share of the Company. The Rights Agreement, as amended, includes a provision pursuant to which our Board of Directors may exempt from the provisions of the Rights Agreement an offer for all outstanding shares of our Common Stock that the directors determine to be fair and not inadequate and to otherwise be in the best interests of the Company and its stockholders, after receiving advice from one or more investment banking firms. The expiration date of the Rights Agreement, as amended, is September 25, 2018. | ||||||||||||||||||||
Equity Line of Credit | ||||||||||||||||||||
On November 21, 2012, we entered into the equity line of credit agreement (such arrangement, the “Equity Line”) with Dutchess Opportunity Fund II, LP (“Dutchess”) whereby Dutchess committed to purchase, subject to certain restrictions and conditions, up to 2,500,000 shares of our Common Stock, over a period of 36 months from the first trading day following the effectiveness of the registration statement registering the resale of shares purchased by Dutchess pursuant to the Equity Line. On November 26, 2012, we filed a registration statement with Securities and Exchange Commission (“SEC”) to register for sale for up to 2,500,000 shares of our Common Stock and the registration statement was deemed effective by the SEC on December 12, 2012. | ||||||||||||||||||||
We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Equity Line. The maximum amount that we are entitled to put to Dutchess in any one draw down notice is the greater of (i) 500% of the average daily volume of our Common Stock traded on the NASDAQ Global Market for the one (1) trading day prior to the date of delivery of the applicable draw down notice, multiplied by the closing price for such trading day, or (ii) $250,000. | ||||||||||||||||||||
The purchase price under the Equity Line is set at ninety-five percent (95%) of the lowest daily volume weighted average price (VWAP) of our Common Stock during the five (5) consecutive trading day period beginning on the date of delivery of the applicable draw down notice. We have the right to withdraw all or any portion of any put, except that portion of the put that has already been sold to a third party, including any portion of a put that is below the minimum acceptable price set forth on the put notice, before the closing. In the event Dutchess receives more than a five percent (5%) return on the net sales for a specific put, Dutchess must remit such excess proceeds to us; however, in the event Dutchess receives less than a five percent (5%) return on the net sales for a specific put Dutchess has the right to use any such excess proceeds to off-set against the aggregated deficit proceeds. | ||||||||||||||||||||
There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, we are not allowed to deliver another draw down notice. In addition, Dutchess is not obligated to purchase shares if its total number of shares beneficially held at that time would exceed 9.99% of the number of shares of our Common Stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, we are not permitted to draw on the facility unless there is an effective registration statement to cover the resale of the shares. | ||||||||||||||||||||
In December 2012, we sold an aggregate of 883,722 shares of Common Stock to Dutchess under and pursuant to the Equity Line. We derived approximately $1.1 million in net proceeds through the usage of the Equity Line of which we received $839,000 of such proceeds prior to December 31, 2012 and we have included in receivables the balance of $230,000 which we received on January 4, 2013. In March 2013 and December 2013, we sold an aggregate of 125,000 and 164,474 shares of our Common Stock, respectively, under and pursuant to the Equity Line and derived net proceeds of $195,000 and $250,000, respectively. We have included in receivables $250,000 derived from the December 2013 sale of shares; we received the proceeds on January 8, 2014. The sales of the shares under the Equity Line were deemed to be exempt from registration under the Securities Act of 1933, as amended in reliance upon Section 4(2) (or Regulation D promulgated thereunder). | ||||||||||||||||||||
During the period January 1, 2014 through to February 25, 2014, we sold an aggregate of 559,318 shares of Common Stock to Dutchess under and pursuant to the Equity Line and derived net proceeds of approximately $947,000. | ||||||||||||||||||||
At March 25, 2014, we have 767,486 shares of our Common Stock available for sale, at our discretion, under the terms of the Equity Line and covered pursuant to a registration statement. | ||||||||||||||||||||
The 1997 Option Plan | ||||||||||||||||||||
On December 2, 1997, our Board of Directors approved a Stock Option Plan (the “1997 Plan”), which was amended in 2005, and provided for the granting of up to 4.5 million shares of Common Stock. Under the 1997 Plan, we were permitted to grant options to employees, officers or directors of the Company at variable percentages of the market value of stock at the date of grant. No incentive stock option could be exercisable more than ten years after the date of grant or five years after the date of grant where the individual owns more than ten percent of the total combined voting power of all classes of stock. Stockholders approved the 1997 Plan in Fiscal 1998. No options were granted under this Plan during Fiscal 2013, 2012 or 2011. | ||||||||||||||||||||
At December 31, 2013, we are precluded from issuing any additional options or grants in the future under the 1997 Plan pursuant to the terms of the plan document. Options previously granted continue to be available for exercise at any time prior to such options’ respective expiration dates, but in no event later than ten years from the date granted. At December 31, 2013, there are 67,000 options outstanding with various expiration dates ranging from October 2014 through December 2015, depending upon the date of grant. | ||||||||||||||||||||
The 2010 Equity Compensation Plan | ||||||||||||||||||||
On May 5, 2010, our shareholders approved the 2010 Equity Compensation Plan which was subsequently amended, restated and approved by our shareholders on April 24, 2011 and further amended and approved by shareholders on May 6, 2013 (the “2010 Plan”). The 2010 Plan provides that the total number of shares of Common Stock that may be issued under the 2010 Plan is equal to 1.6 million shares plus up to 900,000 shares that are authorized for issuance but unissued under the 1997 Plan for an aggregate of 2.5 million shares. The 1997 Plan expired on December 2, 2007 and no additional awards may be made. As of December 31, 2013, 1,481,750 of the options issued under the 1997 Plan prior to December 2007 expired unexercised or were terminated. As a consequence, these shares are deemed and remain unissued which up to a maximum of 900,000 shares became available for issuance under the 2010 Plan and the remaining 581,750 options are deemed cancelled. | ||||||||||||||||||||
Stock Options | ||||||||||||||||||||
All of the Company’s employees, including employees who are officers or members of the Board are eligible to participate in the 2010 Plan. Consultants and advisors who perform services for the Company are also eligible to participate in the 2010 Plan. For Fiscal 2013, 2012 and 2011, we granted, 420,500, 15,000 and 220,000 options, respectively, to employees to acquire our Common Stock pursuant to the terms of 2010 Plan. Presented below is a summary of the terms of the grant of options: | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Number of options granted | 420,500 | 15,000 | 220,000 | |||||||||||||||||
Vesting period | 2 - 3 years | 3 years | 4 years | |||||||||||||||||
Maximum term of option from date of grant | 6 - 7 years | 7 years | 7 years | |||||||||||||||||
Exercise price per share | $1.48 - $1.65 | $1.36 | $0.87-$1.17 | |||||||||||||||||
Weighted average fair value per share of | $0.56 | $0.85 | $0.58 | |||||||||||||||||
options granted during the year | ||||||||||||||||||||
We used the Black-Scholes option pricing model during Fiscal 2013, 2012 and 2011 to determine the fair value of the stock options at the date of grant. Based upon our limited historical experience, we estimated approximately, 33,000 of the options granted in Fiscal 2011 may ultimately be forfeited and no options granted in Fiscal 2013 and 2012 are estimated to be forfeited. Additionally, we determined the expected term of the stock option grants to be a range between 3.75 to 6.5 years, calculated using the “simplified” method in accordance with the SEC Staff Accounting Bulletin 110. We use the “simplified” method since we changed the vesting terms, tax treatment and the recipients of our stock options beginning in Fiscal 2010 such that we believe our historical data does not provide a reasonable basis upon which to estimate expected term. | ||||||||||||||||||||
Presented below is a summary of assumptions used in determining the fair value of the stock options at the date of grant: | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Expected option life | 3.75 - 4.5 years | 4.5 years | 4.75 years | |||||||||||||||||
Weighted average risk free rate | 0.36 | % | 0.75 | % | 1.28 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||||||||
Expected volatility | 47.33% - 82.09 | % | 83.06 | % | 75.84% - 78.62 | % | ||||||||||||||
The fair value of the stock options at the time of the grant in Fiscal 2013, 2012 and 2011 was approximately $237,000, $13,000 and $127,000, respectively. Each of the stock options granted were subject to vesting such that the fair value of the stock options granted is charged to operations over the vesting period. For Fiscal 2013, 2012 and 2011, we charged to operations $160,000, $153,000 and $131,000, respectively, for share-based compensation expense for the aggregate fair value of the vested stock options earned. | ||||||||||||||||||||
At December 31, 2013, of the options granted in Fiscal 2013, 2012 and 2011 686,250 were vested and 884,250 are subject to vesting. At December 31, 2013, there are 262,159 options available for grant to purchase shares of Common Stock that may be issued pursuant to the terms of the 2010 Plan. | ||||||||||||||||||||
A summary of the status of our stock options granted to both employees and non-employees as of December 31, 2013, 2012 and 2011 and changes during the years then ended is presented below (in thousands, except per share data): | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Weighted Average | Weighted Average | Weighted Average | ||||||||||||||||||
Shares | Exercise Price | Shares | Exercise Price | Shares | Exercise Price | |||||||||||||||
Options outstanding - beginning of year | 1,307 | $ | 1.72 | 1,333 | $ | 1.88 | 1,300 | $ | 2.99 | |||||||||||
Granted | 420 | 1.64 | 15 | 1.36 | 220 | 1.1 | ||||||||||||||
Exercised | -25 | 1.08 | - | - | - | - | ||||||||||||||
Cancelled | -64 | 4.53 | -41 | 8.11 | -187 | 8.67 | ||||||||||||||
Options outstanding - end of year | 1,638 | $ | 1.6 | 1,307 | $ | 1.72 | 1,333 | $ | 1.88 | |||||||||||
Options granted and subject to future vesting | 884 | $ | 1.32 | 719 | $ | 1.01 | 957 | $ | 1.02 | |||||||||||
Exercisable, at end of year | 754 | 588 | 376 | |||||||||||||||||
Available for grant | 262 | - | 14 | |||||||||||||||||
The unrecognized share-based compensation expense related to the options granted but not vested, (options to acquire 884,250 shares) was approximately $522,000 at December 31, 2013. These options subject to vesting (i) vest over the next 1 to 3 years, (ii) have a 6 to 7 year term from the date of grant, (iii) are exercisable at a weighted average price of $1.31 and (iv) the unrecognized share-based compensation expense is expected to be recognized over a weighted average period of 2.3 years. | ||||||||||||||||||||
The following table summarizes information about stock options outstanding and stock options exercisable at December 31, 2013 (in thousands, except remaining life and per share data): | ||||||||||||||||||||
Options Outstanding and Exercisable | ||||||||||||||||||||
Range of | Number | Weighted Average | Weighted Average | |||||||||||||||||
Exercise Prices | Outstanding | Remaining | Exercise Price Per | |||||||||||||||||
Contractual Life | Share | |||||||||||||||||||
$0.87 - $1.17 | 675 | 4.6 | $ | 1.01 | ||||||||||||||||
$1.18 - $1.65 | 11 | 6.1 | $ | 1.4 | ||||||||||||||||
$1.66 - $9.50 | 40 | 0.8 | $ | 9.5 | ||||||||||||||||
$9.51 - $13.80 | 27 | 2 | $ | 13.8 | ||||||||||||||||
Total | 753 | $ | 1.93 | |||||||||||||||||
The total intrinsic value of options exercised during Fiscal 2013 was $12,000. There were no options exercised during Fiscal 2012 or 2011. The aggregate intrinsic value of (i) options outstanding, (ii) options outstanding and expected to vest in the future and (iii) options outstanding and exercisable at December 31, 2013 was $678,000, $465,000 and $273,000, respectively. | ||||||||||||||||||||
Stock Grants | ||||||||||||||||||||
In April 2011, the Compensation Committee of the Board of Directors approved an amendment to Mr. Karkus’ then employment agreement, dated August 19, 2009 (the “Amendment”) to lower his annual salary by $150,000 (or $12,500 per month) in exchange for a grant of restricted stock equal in value to the salary reduction. Pursuant to the Amendment, Mr. Karkus’ annual base salary was decreased from $750,000 per year to $600,000 per year, effective May 1, 2011 thru July 15, 2012, which was the end of the term of his then employment agreement, as amended. As a consequence of the Amendment, a restricted stock grant under the 2010 Plan equal to $12,500 of shares per month thru the end of the term (14.5 months). The restricted stock grant was made in an upfront grant of 161,830 shares, subject to certain future vesting conditions, at a value of $181,000 as of the grant date. The grant was made in April 2011 and the amount of the shares issued was calculated based on the average closing price of our Common Stock for the last five (5) trading days prior to and including the issuance date of April 21, 2011. For Fiscal 2012 and 2011, we charged to operations $81,000 and $100,000, respectively, as share-based compensation expense for the restricted stock grant. | ||||||||||||||||||||
In addition, in April 2011, the Compensation Committee of the Board of Directors granted Mr. Karkus 133,928 shares of Common Stock under the 2010 Plan as payment for his Fiscal 2010 bonus. Furthermore, in December 2011, the Compensation Committee of the Board of Directors granted Mr. Karkus 134,409 shares of Common Stock under the 2010 Plan valued at $150,000 as payment for his Fiscal 2011 bonus. | ||||||||||||||||||||
In April 2011, Mr. Karkus also agreed to convert into shares of our Common Stock $144,000 of deferred and unpaid cash compensation owed to him thru April 2011, resulting in an issuance of 128,571 shares under the 2010 Plan. The amount of these shares issued to Mr. Karkus was calculated based on the average closing price of the Company’s shares for the last five (5) trading days prior to and including the issuance dates of April 21, 2011. | ||||||||||||||||||||
In December 2011, the Compensation Committee of the Board of Directors granted Mr. Cuddihy 33,603 shares of Common Stock, under the 2010 Plan valued at $37,500 as payment for 50% of his Fiscal 2011 bonus. | ||||||||||||||||||||
In December 2013, the Compensation Committee of the Board of Directors granted Mr. Karkus 50,000 shares of Common Stock, under the 2010 Plan valued at $82,000 as payment for a portion of his Fiscal 2013 bonus. | ||||||||||||||||||||
The 2010 Directors Equity Compensation Plan | ||||||||||||||||||||
On May 5, 2010, our shareholders approved the 2010 Directors’ Equity Compensation Plan which was subsequently amended and approved by shareholders on May 6, 2013. A primary purpose of the 2010 Directors’ Equity Compensation Plan is to provide us with the ability to pay all or a portion of the fees of Directors in restricted stock instead of cash. The 2010 Directors’ Equity Compensation Plan provides that the total number of shares of Common Stock that may be issued under the 2010 Directors’ Equity Compensation Plan is equal to 425,000 shares. In Fiscal 2013, 2012 and 2011, we granted 16,470, zero and 164,770 shares, respectively, of our Common Stock valued at $27,000, zero and $162,000, respectively, for director compensation. At December 31, 2013, there are 176,135 shares of Common Stock that may be issued pursuant to the terms of the 2010 Directors’ Equity Compensation Plan. | ||||||||||||||||||||
Stock Option Exercises and Other Grants | ||||||||||||||||||||
For Fiscal 2013, we derived net proceeds of $27,000, as a consequence of the exercise of options to acquire 25,000 of our Common Stock pursuant to the terms of our 2010 Option Plan. There were no stock options exercised in Fiscal 2012 or 2011. | ||||||||||||||||||||
In Fiscal 2011, pursuant to the terms of Mr. Cuddihy’s prior employment agreement dated August 19, 2009, Mr. Cuddihy received an annual grant of shares of Common Stock that is equal to $50,000, payable quarterly, promptly following the close of each quarter calculated based on the average closing price of our Common Stock for the last five (5) trading days of the quarter. For Fiscal, 2011, Mr. Cuddihy earned, 51,642 shares, valued at $50,000, as share-based compensation. | ||||||||||||||||||||
Purchase of Treasury Stock | ||||||||||||||||||||
In September 2011, we entered into a redemption agreement with PSI Parent. Under the terms of the redemption agreement, we redeemed 690,000 shares of our Common Stock held by PSI Parent for the aggregate redemption price of $448,500 in cash (see Note 8). The redemption price was equal to $0.65 per share. | ||||||||||||||||||||
DEFINED_CONTRIBUTION_PLANS
DEFINED CONTRIBUTION PLANS | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Pension and Other Postretirement Benefits Disclosure [Text Block] | ' |
NOTE 7 – DEFINED CONTRIBUTION PLANS | |
We maintain the ProPhase Labs, Inc 401(k) Savings and Retirement Plan, a defined contribution plan for our employees. Our contributions to the plan are based on the amount of the employee plan contributions and compensation. Our contributions to the plan in Fiscal 2013, 2012 and 2011 were $100,000, $104,000 and $88,000, respectively. | |
INVESTMENT_IN_PHUSION_LABORATO
INVESTMENT IN PHUSION LABORATORIES, LLC. | 12 Months Ended |
Dec. 31, 2013 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | ' |
Investments in and Advances to Affiliates, Schedule of Investments [Text Block] | ' |
NOTE 8 – INVESTMENT IN PHUSION LABORATORIES, LLC. | |
On March 22, 2010, we, PSI Parent, PSI and the Joint Venture entered into the LLC Agreement of the Joint Venture and additional related agreements for the purpose of developing and commercializing, for worldwide distribution and sale, a wide range of non-prescription remedies using PSI Parent’s proprietary patented TPM. | |
In connection with the LLC Agreement, PSI Parent granted to us, pursuant to the terms of a License Agreement, dated March 22, 2010 (the “Original License Agreement”), (i) an exclusive, royalty-free, world-wide (subject to certain limitations), paid-up license to exploit OTC drugs and certain other products that embody certain of PSI Parent’s TPM-related patents and related know-how (collectively, the “PSI Technology”) and (ii) a non-exclusive, royalty-free, world-wide (subject to certain limitations), paid-up license to exploit certain compounds that embody the PSI Technology for use in a product combining one or more of such compounds with an OTC drug or in a product that is part of a regimen that includes the application of an OTC drug. Pursuant to the terms of the Original License Agreement, we issued to PSI Parent 1,440,000 shares of our common stock, $0.005 par value (“Common Stock”) having an aggregate value of $2.6 million (such share, the “PSI Shares”) and made a one-time payment of $1.0 million. | |
The Joint Venture is managed by a four-person Board of Managers, with two managers appointed by each member. The LLC Agreement contains other standard terms in such arrangements, including provisions relating to the governance of the Joint Venture, indemnification obligations of the Joint Venture, allocation of profits and losses, the distribution of funds to the members and restrictions on transfer of a member’s interest. | |
On the date the PSI Shares were issued, PSI Parent agreed, pursuant to a Share Transfer Restriction Agreement, dated March 22, 2010 (the “Share Transfer Restriction Agreement”), between us and PSI Parent, that, with certain exceptions, it would not sell or otherwise dispose of any of the PSI Shares prior to June 1, 2012 (see discussion below). The PSI Shares were issued pursuant to an exemption from registration under the Securities Act, by virtue of Section 4(2) of the Securities Act and by virtue of Rule 506 of Regulation D under the Securities Act. Such sale and issuance did not involve any public offering and was made without general solicitation or advertising. Additionally, PSI Parent represented to us, among other things, that PSI Parent is not a US Person (as defined in Regulation S under the Securities Act), that PSI Parent is an accredited investor with access to all relevant information necessary to evaluate its investment and that the PSI Shares were being acquired for investment purposes only. | |
In September 2011, PSI Parent entered into certain Private Resale Agreements (“PSAs”) with seven third party purchasers, under which Phosphagenics sold, with our consent, an aggregate of 750,000 shares of our Common Stock. Under the PSAs, the purchasers may not, without the prior written consent of the Company, prior to the one year anniversary of the PSAs, directly or indirectly, sell, give, pledge, hypothecate, assign or otherwise transfer the purchased shares, in whole or in part. Contemporaneously with PSI Parent consummating the PSAs, we consummated an agreement with PSI Parent to redeem the then remaining 690,000 PSI Shares held by PSI Parent. | |
In accordance with a Contribution Agreement, dated March 22, 2010 (the “Contribution Agreement”), by and among us, PSI Parent, PSI, and the Joint Venture, we transferred, conveyed and assigned to the Joint Venture all of our rights, title and interest in, to and under the Original License Agreement, and the Joint Venture assumed, and undertook to pay, discharge and perform when due, all of our liabilities and obligations under and arising pursuant to the Original License Agreement (such actions, collectively, the “Assignment and Assumption”). | |
Pursuant to the Contribution Agreement and in order to reflect the Assignment and Assumption, we, PSI Parent and the Joint Venture entered into an Amended and Restated License Agreement, dated March 22, 2010 (the “Amended License Agreement”), which amends and restates the Original License Agreement to reflect that the Joint Venture is the licensee thereunder and which otherwise contains substantially the same terms as the Original License Agreement. The Joint Venture has the right to grant one or more sub-licenses of the rights granted under the Amended License Agreement to one or more third parties for reasonable consideration in any part of the applicable territory. The Amended License Agreement provides that PSI Parent shall not, directly or through third parties, exploit the covered intellectual property during the term thereof, subject to certain limitations. The Amended License Agreement will remain in effect until the expiration of the last to expire of the patents included within the PSI Technology or any extensions thereof. Either party may terminate the Amended License Agreement upon written notice to the other party in the event of certain events involving bankruptcy or insolvency. The Amended License Agreement also contains, among other things, provisions concerning the treatment of confidential information, the ownership of intellectual property and indemnification obligations. | |
Pursuant to the LLC Agreement, we and PSI each own a 50% membership interest in the Joint Venture. PSI Parent conducts and oversees much of the product development, formulation, testing and other research and development needed by the Joint Venture, and we will oversee much of the production, distribution, sales and marketing. The LLC Agreement provides that each member may be required, from time to time and subject to certain limitations, to make capital contributions to the Joint Venture to fund its operations, in accordance with agreed upon budgets for products to be developed. Specifically, we contributed in Fiscal 2010 $500,000 in cash as initial capital and we are committed to fund up to $2.0 million, subject to agreed upon budgets (which have not been established to date), toward the initial development and marketing costs of new products for the Joint Venture. The Joint Venture has not engaged in any financial transactions, other than organizational expenses and general market and initial product evaluation and analysis. At December 31, 2013, cash and equivalents includes $378,000 which is expected to be used by the Joint Venture to fund future product development initiatives currently under consideration by PSI Parent, PSI and us. | |
Our determination is that the Joint Venture qualifies as a VIE and that we are the primary beneficiary. We have consolidated the Joint Venture financial statements beginning with the quarter ended March 31, 2010. In Fiscal 2010, we recorded our $3.6 million payment representing the estimated fair value to acquire the product license as an intangible asset. We currently estimate the expected remaining useful life of the product license to be approximately 13 years which we will begin amortizing the cost of intangible asset once product development and commercialization begins. Thus far, the Joint Venture has not generated any revenues and its expenses, including organizational, marketing analysis and preliminary formulations have been absorbed by the respective Joint Venture members. Furthermore, the liabilities and other obligations incurred, if any, by the Joint Venture is without recourse to us and do not create a claim on our general assets. | |
During Fiscal 2012 and due to multiple factors affecting our capital position, including the payment we made in December 2012 under the Settlement Agreement and some of the product market research performed, we expect to modify the Joint Venture’s product development plans to stagger and/or defer into future periods certain product development initiatives due to the pre-commercialization investments required. We expect to continue pre-commercialization research and product development initiatives during the latter half of Fiscal 2014 or Fiscal 2015. Furthermore, we do not expect that the Joint Venture will derive any meaningful revenues, if any, until its commercialization efforts are completed which is not expected to occur until at the earliest the latter half of Fiscal 2014 or Fiscal 2015. | |
Due to multiple factors affecting our capital position, including (i) the $2.1 million payment we made in December 2012 under the Settlement Agreement and (ii) some of the product market research performed, we expect to modify the Joint Venture’s product development plans to stagger and/or defer into future periods certain product development initiatives due to the pre-commercialization investments required. As of December 31, 2013, we have not established a formal commercialization program timeline pending the results from additional clinical studies. We do not project that any such OTC products will be available for shipment within the next twelve months. We expect to continue pre-commercialization research and product development initiatives during the latter half of Fiscal 2014. Furthermore, we do not expect that the Joint Venture will derive any meaningful revenues, if any, until its commercialization efforts are completed which is not expected to occur until at the earliest the latter half of Fiscal 2014 or Fiscal 2015. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||
NOTE 9 – INCOME TAXES | |||||||||||
The components of the provision (benefit) for income taxes, in the consolidated statement of operations are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current | |||||||||||
Federal | $ | - | $ | - | $ | - | |||||
State | - | - | - | ||||||||
- | - | - | |||||||||
Deferred | |||||||||||
Federal | 1,216 | -618 | -877 | ||||||||
State | -999 | 1,377 | -21 | ||||||||
217 | 759 | -898 | |||||||||
Total | $ | 217 | $ | 759 | $ | -898 | |||||
Income taxes from continuing operations before valuation | $ | 217 | $ | 759 | $ | -898 | |||||
allowance | |||||||||||
Change in valuation allowance | -217 | -759 | 898 | ||||||||
Income tax (benefit) | - | - | - | ||||||||
Total | $ | - | $ | - | $ | - | |||||
A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Statutory rate - federal | $ | 138 | $ | -661 | $ | -925 | |||||
State taxes, net of federal benefit | 17 | 1,377 | -21 | ||||||||
Permanent differences and other | 62 | 43 | 48 | ||||||||
Income tax from continuing operation before valuation | 217 | 759 | -898 | ||||||||
allowance | |||||||||||
Change in valuation allowance | -217 | -759 | 898 | ||||||||
Income tax (benefit) | - | - | - | ||||||||
Total | $ | - | $ | - | $ | - | |||||
The components of permanent and other differences are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Permanent items: | |||||||||||
Meals and Entertainment | $ | 7 | $ | 6 | $ | 2 | |||||
Return to provision adjustment | - | -46 | - | ||||||||
Charitable contributions | 1 | 4 | - | ||||||||
Share-based compensation expense for stock options granted (1) | 54 | 79 | 46 | ||||||||
$ | 62 | $ | 43 | $ | 48 | ||||||
-1 | This item relates to share-based compensation expense for financial reporting purposes not deducted for tax purposes until such options are exercised. | ||||||||||
The tax effects of the primary “temporary differences” between values recorded for assets and liabilities for financial reporting purposes and values utilized for measurement in accordance with tax laws giving rise to our deferred tax assets are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net operating loss and capital loss carryforward | $ | 13,569 | $ | 14,158 | $ | 13,170 | |||||
Consulting-royalty costs | 80 | 121 | 1,431 | ||||||||
Trademark | 819 | - | - | ||||||||
Investment in Phusion | -387 | - | - | ||||||||
Depreciation | -34 | 60 | 235 | ||||||||
Other | 1,009 | 983 | 757 | ||||||||
Valuation allowance | -15,056 | -15,322 | -15,593 | ||||||||
Total | $ | - | $ | - | $ | - | |||||
A valuation allowance for all of our net deferred tax assets has been provided as we are unable to determine, at this time, that the generation of future taxable income against which the net operating loss (“NOL”) carryforwards could be used can be predicted to be more likely than not. The net change in the valuation allowance for Fiscal 2013, 2012 and 2011 was $266,000, $271,000 and ($898,000), respectively. Certain exercises of options and warrants, and restricted stock issued for services that became unrestricted resulted in reductions to taxes currently payable and a corresponding increase to additional-paid-in-capital for prior years. In addition, certain tax benefits for option and warrant exercises totaling $6.5 million are deferred and will be credited to additional-paid-in-capital when the NOL’s attributable to these exercises are utilized. As a result, these NOL’s will not be available to offset income tax expense. The net operating loss carry-forwards currently approximate $34.7 million for federal purposes will expire beginning in Fiscal 2020 through 2032. Additionally, there are net operating loss carry-forwards of $20.4 million for state purposes that will expire beginning in Fiscal 2018 through 2032. | |||||||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||||||||||||||||
NOTE 10 – EARNINGS PER SHARE | ||||||||||||||||||||||||||
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Diluted EPS also utilizes the treasury stock method which prescribes a theoretical buy back of shares from the theoretical proceeds of all options and warrants outstanding during the period. Since there is a large number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. | ||||||||||||||||||||||||||
A reconciliation of the applicable numerators and denominators of the income statement periods presented is as follows (in thousands, except per share amounts): | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||
Income | Shares | EPS | Loss | Shares | EPS | Loss | Shares | EPS | ||||||||||||||||||
Basic EPS | $ | 405 | 15,839 | $ | 0.03 | $ | -1,091 | 14,843 | $ | -0.07 | $ | -2,710 | 14,817 | $ | -0.18 | |||||||||||
Dilutives: | ||||||||||||||||||||||||||
Options/Warrants | - | 437 | - | - | - | - | - | - | - | |||||||||||||||||
Diluted EPS | $ | 405 | 16,276 | $ | 0.03 | $ | -1,091 | 14,843 | $ | -0.07 | $ | -2,710 | 14,817 | $ | -0.18 | |||||||||||
For Fiscal 2012 and 2011, diluted earnings per share is the same as basic earnings per share due to the inclusion of common stock, in the form of stock options and warrants (“Common Stock Equivalents”), would have an anti-dilutive effect on the loss per share. For Fiscal 2012 and 2011, there were Common Stock Equivalents in the amount of 177,035 and 48,375, respectively, which were in the money, that were excluded in the earnings per share computation due to their dilutive effect. | ||||||||||||||||||||||||||
SIGNIFICANT_CUSTOMERS
SIGNIFICANT CUSTOMERS | 12 Months Ended |
Dec. 31, 2013 | |
Significant Customers [Abstract] | ' |
Significant Customers [Text Block] | ' |
NOTE 11 – SIGNIFICANT CUSTOMERS | |
Our products are distributed through national chain, regional, specialty and local retail stores throughout the United States. Revenues for Fiscal 2013, 2012 and 2011 were $25.0 million, $22.4 million and $17.5 million, respectively. Walgreen Company (“Walgreens”), Wal-Mart Stores Inc (“Wal-Mart”) and CVS Caremark Corporation (“CVS”) accounted for approximately 20.4%, 14.3% and 11.6%, respectively, of our Fiscal 2013 revenues. Walgreens, Wal-Mart and CVS accounted for approximately 19.3%, 13.8% and 13.4%, respectively, of our Fiscal 2012 revenues. Walgreens, Wal-Mart, CVS and Rite-Aid Corp (“Rite Aid”) accounted for approximately 17%, 14%, 13% and 12%, respectively, of our Fiscal 2011 revenues. The loss of sales to any one or more of these large retail customers could have a material adverse effect on our business operations and financial condition. | |
We are subject to account receivable credit concentrations from time-to-time as a consequence of the timing, payment pattern and ultimate purchase volumes or shipping schedules with our customers. These concentrations may impact our overall exposure to credit risk, either positively or negatively, in that our customers may be similarly affected by changes in economic, regulatory or other conditions that may impact the timing and collectability of amounts due to us. Customers comprising the five largest accounts receivable balances represented 68% and 65% of total trade receivable balances at December 31, 2013 and 2012, respectively. Management believes that the provision for possible losses on uncollectible accounts receivable is adequate for our credit loss exposure. The allowance for doubtful accounts was zero for both December 31, 2013 and 2012. | |
QUARTERLY_INFORMATION_UNAUDITE
QUARTERLY INFORMATION (UNAUDITED) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||
Quarterly Financial Information [Text Block] | ' | |||||||||||||
NOTE 12 – QUARTERLY INFORMATION (UNAUDITED) | ||||||||||||||
The following table presents unaudited quarterly financial information for Fiscal 2013 and Fiscal 2012 (in thousands, except per share amounts): | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Fiscal 2013 | ||||||||||||||
Net sales | $ | 7,542 | $ | 1,939 | $ | 5,949 | $ | 9,602 | ||||||
Gross profit | $ | 5,339 | $ | 928 | $ | 3,817 | $ | 6,587 | ||||||
Net income (loss) | $ | 290 | $ | -1,719 | $ | 1,237 | $ | 597 | ||||||
Basic and diluted income (loss) per share: | ||||||||||||||
Basic income (loss) per share | $ | 0.02 | $ | -0.11 | $ | 0.08 | $ | 0.04 | ||||||
Diluted income (loss) per share | $ | 0.02 | $ | -0.11 | $ | 0.08 | $ | 0.04 | ||||||
Fiscal 2012 | ||||||||||||||
Net sales | $ | 6,018 | $ | 1,894 | $ | 5,415 | $ | 9,079 | ||||||
Gross profit | $ | 4,340 | $ | 825 | $ | 3,399 | $ | 5,688 | ||||||
Net income (loss) | $ | -688 | $ | -1,930 | $ | 1,074 | $ | 453 | ||||||
Basic and diluted income (loss) per share: | ||||||||||||||
Net income (loss) | $ | -0.05 | $ | -0.13 | $ | 0.07 | $ | 0.04 | ||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Policy Text Block] | ' |
Basis of Presentation | |
The consolidated financial statements (“Financial Statements”) include the accounts of the Company and its wholly owned subsidiaries and its Joint Venture, a variable interest entity (see Note 8). All intercompany transactions and balances have been eliminated. | |
Nature Of Operations [Policy Text Block] | ' |
Seasonality of the Business | |
Our net sales are derived principally from our OTC cold remedy products. Currently, our sales are influenced by and subject to fluctuations in the timing of purchase and the ultimate level of demand for our products which are a function of the timing, length and severity of each cold season. Generally, a cold season is defined as the period of September to March when the incidence of the common cold rises as a consequence of the change in weather and other factors. We generally experience in the third and fourth quarter higher levels of net sales along with a corresponding increase in marketing and advertising expenditures designed to promote its products during the cold season. Revenues and related marketing costs are generally at their lowest levels in the second quarter when consumer demand generally declines. We track health and wellness trends and develop retail promotional strategies to align our production scheduling, inventory management and marketing programs to optimize consumer purchases. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements and the accompanying notes thereto, in conformity with generally accepted accounting principles in the United States (“GAAP”), requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the respective reporting periods. Examples include the provision for bad debt, sales returns and allowances, inventory obsolescence, useful lives of property and equipment and intangible assets, impairment of property and equipment and intangible assets, income tax valuations and assumptions related to accrued advertising. When providing for the appropriate sales returns, allowances, cash discounts and cooperative incentive promotion costs (“Sales Allowances”), we apply a uniform and consistent method for making certain assumptions for estimating these provisions. These estimates and assumptions are based on historical experience, current trends and other factors that management believes to be relevant at the time the financial statements are prepared. Management reviews the accounting policies, assumptions, estimates and judgments on a quarterly basis. Actual results could differ from those estimates. | |
Our primary product, Cold-EEZEÒ Cold Remedy lozenges, utilizes a proprietary zinc gluconate formulation which has been clinically proven to reduce the severity and duration of common cold symptoms. Factors considered in estimating the appropriate sales returns and allowances for this product include it being (i) a unique product with limited competitors, (ii) competitively priced, (iii) promoted, (iv) unaffected for remaining shelf-life as there is no product expiration date and (v) monitored for inventory levels at major customers and third-party consumption data. In addition to Cold-EEZE® Cold Remedy lozenges, we market and distribute a variety of Cold-EEZE® Cold Remedy QuickMelts® and a Cold-EEZE® Cold Remedy Oral Spray. We also manufacture, market and distribute an organic cough drop and a Vitamin C supplement (“Organix®”). Each of the Cold-EEZE® Cold Remedy Oral Spray and QuickMelts® products, and Organix® products carry shelf-life expiration dates for which we aggregate such new product market experience data and update our sales returns and allowances estimates accordingly. Sales allowances estimates are tracked at the specific customer and product line levels and are tested on an annual historical basis, and reviewed quarterly. Additionally, we monitor current developments by customer, market conditions and any other occurrences that could affect the expected provisions relative to net sales for the period presented. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash Equivalents | |
We consider all highly liquid investments with an initial maturity of three months or less at the time of purchase to be cash equivalents. Cash equivalents include cash on hand and monies invested in money market funds. The carrying amount approximates the fair market value due to the short-term maturity of these investments. | |
Inventory, Policy [Policy Text Block] | ' |
Inventory | |
Inventory is valued at the lower of cost, determined on a first-in, first-out basis (FIFO), or market. Inventory items are analyzed to determine cost and the market value and appropriate valuation adjustments are established. At December 31, 2013 and 2012 the financial statements include adjustments to reduce inventory for excess or obsolete inventory of $635,000 and $890,000, respectively. At December 31, 2013 and 2012, inventory included raw material, work in progress and packaging amounts of $1.6 million and $1.0 million, respectively, and finished goods of $958,000 and $1.0 million, respectively. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property, Plant and Equipment | |
Property, plant and equipment are recorded at cost. We use the straight-line method in computing depreciation for financial reporting purposes. The depreciation expense is computed in accordance with the estimated asset lives (see Note 3). | |
Concentration Risk Disclosure [Policy Text Block] | ' |
Concentration of Risks | |
Future revenues, costs, margins and profits will continue to be influenced by our ability to maintain our manufacturing availability and capacity together with our marketing and distribution capabilities and the requirements associated with the development of OTC and other personal care products in order to continue to compete on a national and/or international level. | |
Our business is subject to federal and state laws and regulations adopted for the health and safety of users of our products. Our OTC cold remedy products are subject to regulations by various federal, state and local agencies, including the Food and Drug Administration (“FDA”) and, as applicable, the Homeopathic Pharmacopoeia of the United States. | |
Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash investments and trade accounts receivable. | |
We maintain cash and cash equivalents with certain major financial institutions. As of December 31, 2013, our cash was $1.6 million and our bank balance was $1.8 million. Of the total bank balance, $554,000 was covered by federal depository insurance and $1.2 million was uninsured. | |
Trade accounts receivable potentially subjects us to credit risk. We extend credit to our customers based upon an evaluation of the customer’s financial condition and credit history and generally we do not require collateral. Our broad range of customers includes many national chain, regional, specialty and local retail stores (see Note 11). During Fiscal 2013, 2012 and 2011, effectively all of our net revenues were related to domestic markets. | |
Our revenues are principally generated from the sale of OTC cold remedy products which approximated 94%, 95% and 95% of total revenues for Fiscal 2013, 2012 and 2011, respectively. A significant portion of our business is highly seasonal, which causes major variations in operating results from quarter to quarter. The third and fourth quarters generally represent the largest sales volume for the OTC cold remedy products. | |
Raw materials used in the production of the products are available from numerous sources. Certain raw material active ingredients used in connection with Cold-EEZE® Cold Remedy products are purchased from a single unaffiliated supplier. Should the relationship terminate or the vendor become unable supply material, we believe that the current contingency plans would prevent a termination from materially affecting our operations. However, if the relationship was terminated, there may be delays in production of our products until an acceptable replacement supplier is located. | |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' |
Long-lived Assets | |
We review the carrying value of our long-lived assets with definite lives whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When indicators of impairment exist, we determine whether the estimated undiscounted sum of the future cash flows of such assets is less than their carrying amounts. If less, an impairment loss is recognized in the amount, if any, by which the carrying amount of such assets exceeds their respective fair values. The determination of fair value is based on quoted market prices in active markets, if available, or independent appraisals; sales price negotiations; or projected future cash flows discounted at a rate determined by management to be commensurate with our business risk. The estimation of fair value utilizing discounted forecasted cash flows includes significant judgments regarding assumptions of revenue, operating and marketing costs; selling and administrative expenses; interest rates; property and equipment additions and retirements; industry competition; and general economic and business conditions, among other factors. | |
Fair value is based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a three-tier fair value hierarchy prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
Sales are recognized at the time ownership is transferred to the customer. Revenue is reduced for trade promotions, estimated sales returns, cash discounts and other allowances in the same period as the related sales are recorded. We make estimates of potential future product returns and other allowances related to current period revenue. We analyze historical returns, current trends, and changes in customer and consumer demand when evaluating the adequacy of the sales returns and other allowances. | |
Our return policy accommodates returns for (i) discontinued products, (ii) store closings and (iii) products that have reached or exceeded their designated expiration date. We do not impose a period of time within which product may be returned. All requests for product returns must be submitted to us for pre-approval. The main components of our returns policy are: (i) we will accept returns that are due to damaged product that is un-saleable and such return request activity fall within an acceptable range, (ii) we will accept returns for products that have reached or exceeded designated expiration dates and (iii) we will accept returns in the event that we discontinue a product provided that the customer will have the right to return only such items that it purchased directly from us. We will not accept return requests pertaining to customer inventory “Overstocking” or “Resets”. We will only accept return requests for product in its intended package configuration. We reserve the right to terminate shipment of product to customers who have made unauthorized deductions contrary to our return policy or pursue other methods of reimbursement. We compensate the customer for authorized returns by means of a credit applied to amounts owed or to be owed and in the case of discontinued product only, also by way of an exchange. We do not have any significant product exchange history. | |
As of December 31, 2013 and December 31, 2012, we included a provision for sales allowances of $128,000 and $109,000, respectively, which are reported as a reduction to account receivables. Additionally, accrued advertising and other allowances as of December 31, 2013 include $1.5 million for estimated future sales returns and $1.3 million for cooperative incentive promotion costs. As of December 31, 2012, accrued advertising and other allowances include $1.3 million for estimated future sales returns and $1.5 million for cooperative incentive promotion costs. | |
Shipping and Handling Cost, Policy [Policy Text Block] | ' |
Shipping and Handling | |
Product sales carry shipping and handling charges to the purchaser, included as part of the invoiced price, which is classified as revenue. In all cases, costs related to this revenue are recorded in cost of sales. | |
Compensation Related Costs, Policy [Policy Text Block] | ' |
Stock Compensation | |
We recognize all share-based payments to employees and directors, including grants of stock options, as compensation expense in the financial statements based on their fair values. Fair values of stock options are determined through the use of the Black-Scholes option pricing model. The compensation cost is recognized as an expense over the requisite service period of the award, which usually coincides with the vesting period. | |
Stock and stock options for purchase of our common stock, $0.0005 par value, (“Common Stock”) have been granted to both employees and non-employees pursuant to the terms of certain agreements and stock option plans (see Note 6). Stock options are exercisable during a period determined by us, but in no event later than ten years from the date granted. In Fiscal 2013, 2012 and 2011, we charged to operations $269,000, $246,000 and $631,000, respectively, for share-based compensation expense for the aggregate fair value of stock grants issued and vested stock options earned. | |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | ' |
Variable Interest Entity | |
The Joint Venture, of which we own a 50% membership interest, qualifies as a variable interest entity (“VIE”) and we have consolidated the Joint Venture beginning with the quarter ended March 31, 2010 (see Note 8). | |
Advertising and Incentive Promotions [Policy Text Block] | ' |
Advertising and Incentive Promotions | |
Advertising and incentive promotion costs are expensed within the period in which they are utilized. Advertising and incentive promotion expense is comprised of media advertising, presented as part of sales and marketing expense; cooperative incentive promotions and coupon program expenses, which are accounted for as part of net sales; and free product, which is accounted for as part of cost of sales. Advertising and incentive promotion costs incurred for Fiscal 2013, 2012 and 2011 were $10.8 million, $10.2 million, and $8.8 million, respectively. Included in prepaid expenses and other current assets was $1.3 million and $2.2 million at December 31, 2013 and 2012, respectively, relating to prepaid deposits for advertising and promotion programs scheduled principally for the first quarter of Fiscal 2014 and 2013, respectively. | |
Research and Development Expense, Policy [Policy Text Block] | ' |
Research and Development | |
Research and development costs are charged to operations in the period incurred. Expenditures for Fiscal 2013, 2012 and 2011 were $824,000, $1.3 million and $1.1 million, respectively. For Fiscal 2013, Fiscal 2012 and Fiscal 2011, research and development costs are related principally to new product development initiatives and costs associated with OTC cold remedy products. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
We utilize the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns. In estimating future tax consequences, we generally consider all expected future events other than enactments of changes in the tax law or rates. Until sufficient taxable income to offset the temporary timing differences attributable to operations and the tax deductions attributable to option, warrant and stock activities are assured, a valuation allowance equaling the total net current and non-current deferred tax asset is being provided (see Note 9). | |
We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than fifty percent likely of being realized upon ultimate settlement. Any interest or penalties related to uncertain tax positions will be recorded as interest or administrative expense, respectively. | |
The major jurisdiction for which we file income tax returns is the United States. The Internal Revenue Service (“IRS”) has examined our then tax year ended September 30, 2005 and has made no changes to the filed tax returns. The tax years 2006 and forward remain open to examination by the IRS. The tax years 2004 and forward remain open to examination by the various state taxing authorities to which we are subject. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments | |
Cash and cash equivalents, accounts receivable, accounts payable and long term obligations are reflected in the Financial Statements at carrying value which approximates fair value because of the short-term maturity of these instruments. Determination of the fair value of related party payables, if any, is not practicable due to their related party nature. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Standards | |
In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-05, “Comprehensive Income (ASU Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”) which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, comprehensive income must be presented in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 was effective for fiscal periods beginning after December 15, 2011 with early adoption permitted. In December 2011, the FASB issued ASU 2011-12 “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” This accounting update stated that the specific requirement to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income will be deferred. In February 2013, the FASB issued ASU 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This accounting update requires companies to present the effects on the line items of net income of significant reclassifications out of accumulated other comprehensive income if the amount being reclassified is required under U.S. generally accepted accounting principles to be reclassified in its entirety to net income in the same reporting period. ASU 2013-02 is effective prospectively for fiscal years beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on our consolidated financial position, results of operations or cash flows. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 amends Accounting Standards Codification 740, “Income Taxes,” to require that in certain cases, an unrecognized tax benefit, or portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward when such items exist in the same taxing jurisdiction. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date, and retrospective application is permitted. We are currently evaluating the impact, if any this update will have on our financial statements. | |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||||
The components of property and equipment are as follows (in thousands): | ||||||||||
December 31, | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Land | $ | 504 | $ | 504 | ||||||
Buildings and improvements | 2,852 | 2,597 | 10 - 39 years | |||||||
Machinery and equipment | 2,812 | 2,771 | 3 - 7 years | |||||||
Computer software | 271 | 164 | 3 years | |||||||
Furniture and fixtures | 189 | 189 | 5 years | |||||||
6,628 | 6,225 | |||||||||
Less: Accumulated depreciation | 4,064 | 3,860 | ||||||||
$ | 2,564 | $ | 2,365 | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||
Schedule Of Future Contingency Obligation [Table Text Block] | ' | ||||||||||
We have approximate future obligations over the next five years as follows (in thousands): | |||||||||||
Employment | Settlement | ||||||||||
Year | Contracts | Agreement | Total | ||||||||
2014 | $ | 1,025 | $ | 100 | $ | 1,125 | |||||
2015 | 555 | 100 | 655 | ||||||||
2016 | - | 100 | 100 | ||||||||
2017 | - | - | - | ||||||||
2018 | - | - | - | ||||||||
Total | $ | 1,580 | $ | 300 | $ | 1,880 | |||||
STOCKHOLDERS_EQUITY_AND_STOCK_1
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders Equity Note [Abstract] | ' | |||||||||||||||||||
Schedule Of Share Based Compensation Terms Of Grant Of Stock Options [Table Text Block] | ' | |||||||||||||||||||
Presented below is a summary of the terms of the grant of options: | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Number of options granted | 420,500 | 15,000 | 220,000 | |||||||||||||||||
Vesting period | 2 - 3 years | 3 years | 4 years | |||||||||||||||||
Maximum term of option from date of grant | 6 - 7 years | 7 years | 7 years | |||||||||||||||||
Exercise price per share | $1.48 - $1.65 | $1.36 | $0.87-$1.17 | |||||||||||||||||
Weighted average fair value per share of | $0.56 | $0.85 | $0.58 | |||||||||||||||||
options granted during the year | ||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||||||||||||
Presented below is a summary of assumptions used in determining the fair value of the stock options at the date of grant: | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Expected option life | 3.75 - 4.5 years | 4.5 years | 4.75 years | |||||||||||||||||
Weighted average risk free rate | 0.36 | % | 0.75 | % | 1.28 | % | ||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||||||||
Expected volatility | 47.33% - 82.09 | % | 83.06 | % | 75.84% - 78.62 | % | ||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||||
A summary of the status of our stock options granted to both employees and non-employees as of December 31, 2013, 2012 and 2011 and changes during the years then ended is presented below (in thousands, except per share data): | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Weighted Average | Weighted Average | Weighted Average | ||||||||||||||||||
Shares | Exercise Price | Shares | Exercise Price | Shares | Exercise Price | |||||||||||||||
Options outstanding - beginning of year | 1,307 | $ | 1.72 | 1,333 | $ | 1.88 | 1,300 | $ | 2.99 | |||||||||||
Granted | 420 | 1.64 | 15 | 1.36 | 220 | 1.1 | ||||||||||||||
Exercised | -25 | 1.08 | - | - | - | - | ||||||||||||||
Cancelled | -64 | 4.53 | -41 | 8.11 | -187 | 8.67 | ||||||||||||||
Options outstanding - end of year | 1,638 | $ | 1.6 | 1,307 | $ | 1.72 | 1,333 | $ | 1.88 | |||||||||||
Options granted and subject to future vesting | 884 | $ | 1.32 | 719 | $ | 1.01 | 957 | $ | 1.02 | |||||||||||
Exercisable, at end of year | 754 | 588 | 376 | |||||||||||||||||
Available for grant | 262 | - | 14 | |||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | |||||||||||||||||||
The following table summarizes information about stock options outstanding and stock options exercisable at December 31, 2013 (in thousands, except remaining life and per share data): | ||||||||||||||||||||
Options Outstanding and Exercisable | ||||||||||||||||||||
Range of | Number | Weighted Average | Weighted Average | |||||||||||||||||
Exercise Prices | Outstanding | Remaining | Exercise Price Per | |||||||||||||||||
Contractual Life | Share | |||||||||||||||||||
$0.87 - $1.17 | 675 | 4.6 | $ | 1.01 | ||||||||||||||||
$1.18 - $1.65 | 11 | 6.1 | $ | 1.4 | ||||||||||||||||
$1.66 - $9.50 | 40 | 0.8 | $ | 9.5 | ||||||||||||||||
$9.51 - $13.80 | 27 | 2 | $ | 13.8 | ||||||||||||||||
Total | 753 | $ | 1.93 | |||||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||
The components of the provision (benefit) for income taxes, in the consolidated statement of operations are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current | |||||||||||
Federal | $ | - | $ | - | $ | - | |||||
State | - | - | - | ||||||||
- | - | - | |||||||||
Deferred | |||||||||||
Federal | 1,216 | -618 | -877 | ||||||||
State | -999 | 1,377 | -21 | ||||||||
217 | 759 | -898 | |||||||||
Total | $ | 217 | $ | 759 | $ | -898 | |||||
Income taxes from continuing operations before valuation | $ | 217 | $ | 759 | $ | -898 | |||||
allowance | |||||||||||
Change in valuation allowance | -217 | -759 | 898 | ||||||||
Income tax (benefit) | - | - | - | ||||||||
Total | $ | - | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||
A reconciliation of the statutory federal income tax expense (benefit) to the effective tax is as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Statutory rate - federal | $ | 138 | $ | -661 | $ | -925 | |||||
State taxes, net of federal benefit | 17 | 1,377 | -21 | ||||||||
Permanent differences and other | 62 | 43 | 48 | ||||||||
Income tax from continuing operation before valuation | 217 | 759 | -898 | ||||||||
allowance | |||||||||||
Change in valuation allowance | -217 | -759 | 898 | ||||||||
Income tax (benefit) | - | - | - | ||||||||
Total | $ | - | $ | - | $ | - | |||||
Income Tax Reconciliation Components Permanent And Other Differences [Table Text Block] | ' | ||||||||||
The components of permanent and other differences are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Permanent items: | |||||||||||
Meals and Entertainment | $ | 7 | $ | 6 | $ | 2 | |||||
Return to provision adjustment | - | -46 | - | ||||||||
Charitable contributions | 1 | 4 | - | ||||||||
Share-based compensation expense for stock options granted (1) | 54 | 79 | 46 | ||||||||
$ | 62 | $ | 43 | $ | 48 | ||||||
-1 | This item relates to share-based compensation expense for financial reporting purposes not deducted for tax purposes until such options are exercised. | ||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||
The tax effects of the primary “temporary differences” between values recorded for assets and liabilities for financial reporting purposes and values utilized for measurement in accordance with tax laws giving rise to our deferred tax assets are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net operating loss and capital loss carryforward | $ | 13,569 | $ | 14,158 | $ | 13,170 | |||||
Consulting-royalty costs | 80 | 121 | 1,431 | ||||||||
Trademark | 819 | - | - | ||||||||
Investment in Phusion | -387 | - | - | ||||||||
Depreciation | -34 | 60 | 235 | ||||||||
Other | 1,009 | 983 | 757 | ||||||||
Valuation allowance | -15,056 | -15,322 | -15,593 | ||||||||
Total | $ | - | $ | - | $ | - | |||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block] | ' | |||||||||||||||||||||||||
A reconciliation of the applicable numerators and denominators of the income statement periods presented is as follows (in thousands, except per share amounts): | ||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||||||||
Income | Shares | EPS | Loss | Shares | EPS | Loss | Shares | EPS | ||||||||||||||||||
Basic EPS | $ | 405 | 15,839 | $ | 0.03 | $ | -1,091 | 14,843 | $ | -0.07 | $ | -2,710 | 14,817 | $ | -0.18 | |||||||||||
Dilutives: | ||||||||||||||||||||||||||
Options/Warrants | - | 437 | - | - | - | - | - | - | - | |||||||||||||||||
Diluted EPS | $ | 405 | 16,276 | $ | 0.03 | $ | -1,091 | 14,843 | $ | -0.07 | $ | -2,710 | 14,817 | $ | -0.18 | |||||||||||
QUARTERLY_INFORMATION_UNAUDITE1
QUARTERLY INFORMATION (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||
Schedule of Quarterly Financial Information [Table Text Block] | ' | |||||||||||||
The following table presents unaudited quarterly financial information for Fiscal 2013 and Fiscal 2012 (in thousands, except per share amounts): | ||||||||||||||
Quarter Ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||
Fiscal 2013 | ||||||||||||||
Net sales | $ | 7,542 | $ | 1,939 | $ | 5,949 | $ | 9,602 | ||||||
Gross profit | $ | 5,339 | $ | 928 | $ | 3,817 | $ | 6,587 | ||||||
Net income (loss) | $ | 290 | $ | -1,719 | $ | 1,237 | $ | 597 | ||||||
Basic and diluted income (loss) per share: | ||||||||||||||
Basic income (loss) per share | $ | 0.02 | $ | -0.11 | $ | 0.08 | $ | 0.04 | ||||||
Diluted income (loss) per share | $ | 0.02 | $ | -0.11 | $ | 0.08 | $ | 0.04 | ||||||
Fiscal 2012 | ||||||||||||||
Net sales | $ | 6,018 | $ | 1,894 | $ | 5,415 | $ | 9,079 | ||||||
Gross profit | $ | 4,340 | $ | 825 | $ | 3,399 | $ | 5,688 | ||||||
Net income (loss) | $ | -688 | $ | -1,930 | $ | 1,074 | $ | 453 | ||||||
Basic and diluted income (loss) per share: | ||||||||||||||
Net income (loss) | $ | -0.05 | $ | -0.13 | $ | 0.07 | $ | 0.04 | ||||||
ORGANIZATION_AND_BUSINESS_Deta
ORGANIZATION AND BUSINESS (Details Textual) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2010 | Dec. 31, 2013 | |
Organization And Business [Line Items] | ' | ' |
Entity, Principal Product Proven Efficiency Percentage Description | ' | 'Our flagship brand is Cold-EEZE Cold Remedy and our principal product is Cold-EEZE Cold Remedy zinc gluconate lozenges, proven in clinical studies to reduce the duration of the common cold by 42% |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Inventory Adjustments | ' | $635,000 | $890,000 | ' | ' |
Cash and Cash Equivalents, At Carrying Value | ' | 1,638,000 | 572,000 | 5,541,000 | 8,232,000 |
Cash, FDIC Insured Amount | ' | 554,000 | ' | ' | ' |
Cash, Uninsured Amount | ' | 1,200,000 | ' | ' | ' |
Inventory, Work in Process and Raw Materials | ' | 1,600,000 | 1,000,000 | ' | ' |
Inventory, Finished Goods | ' | 958,000 | 1,000,000 | ' | ' |
Due from Banks | ' | 1,800,000 | ' | ' | ' |
Provision of Sales Allowance | ' | 128,000 | 109,000 | ' | ' |
Allocated Share-based Compensation Expense | ' | 269,000 | 246,000 | 631,000 | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% | ' | ' | ' | ' |
Marketing and Advertising Expense | ' | 10,800,000 | 10,200,000 | 8,800,000 | ' |
Prepaid expenses and other current assets (Note 2) | ' | 1,801,000 | 2,687,000 | ' | ' |
Research and development | ' | 824,000 | 1,301,000 | 1,088,000 | ' |
Common Stock, par value (in dollars per share) | ' | $0.00 | $0.00 | ' | ' |
Estimated Future Sales Return [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Accrued Liabilities | ' | 1,500,000 | 1,300,000 | ' | ' |
Cooperative Incentive [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Accrued Liabilities | ' | 1,300,000 | 1,500,000 | ' | ' |
Accounts Receivable [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | 68.00% | 65.00% | ' | ' |
Sales Revenue, Goods, Net [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | 94.00% | 95.00% | 95.00% | ' |
Advertising and Incentive Promotion Costs [Member] | ' | ' | ' | ' | ' |
Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets (Note 2) | ' | $1,300,000 | $2,200,000 | ' | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $6,628 | $6,225 |
Less: Accumulated depreciation | 4,064 | 3,860 |
Property, Plant and Equipment, Net | 2,564 | 2,365 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 504 | 504 |
Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 2,852 | 2,597 |
Building Improvements [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '39 | ' |
Building Improvements [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '10 | ' |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 2,812 | 2,771 |
Machinery and Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '7 | ' |
Machinery and Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '3 | ' |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 189 | 189 |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '5 | ' |
Computer Software, Intangible Asset [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $271 | $164 |
Property, Plant and Equipment, Estimated Useful Lives (in years) | '3 | ' |
PROPERTY_PLANT_AND_EQUIPMENT_D1
PROPERTY, PLANT AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation | $243,000 | $252,000 | $355,000 |
OTHER_CURRENT_LIABILITIES_Deta
OTHER CURRENT LIABILITIES (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Other Current Liabilities [Line Items] | ' | ' |
Employee-related Liabilities, Current | $350,000 | $548,000 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies [Line Items] | ' |
2014 | $1,125 |
2015 | 655 |
2016 | 100 |
2017 | 0 |
2018 | 0 |
Total | 1,880 |
Employment Contracts [Member] | ' |
Commitments And Contingencies [Line Items] | ' |
2014 | 1,025 |
2015 | 555 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
Total | 1,580 |
Settlement Agreement [Member] | ' |
Commitments And Contingencies [Line Items] | ' |
2014 | 100 |
2015 | 100 |
2016 | 100 |
2017 | 0 |
2018 | 0 |
Total | $300 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Dec. 20, 2012 | Jul. 19, 2012 | Aug. 23, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | $160,000 | $153,000 | $131,000 |
Payments for Legal Settlements | 2,100,000 | ' | ' | ' | 2,100,000 | ' |
Settlement benefit (Note 3) | ' | ' | ' | 0 | 1,024,000 | 0 |
Additional Royalties and Commissions, Accrual Interest Percentage | ' | ' | ' | 3.25% | ' | ' |
Additional Royalties and Commissions Payable, Installment Amount | 100,000 | ' | ' | 100,000 | ' | ' |
Accrued royalties and sales commissions (Note 3) | 3,500,000 | ' | ' | ' | ' | ' |
Additional Annual Installment Includes In Other Current Liability | ' | ' | ' | 100,000 | ' | ' |
Employment Agreements Clauses Of Non-Competition Restrictions Description | ' | ' | ' | 'Each executive is subject to non-competition restrictions for up to a period of either six (6) months or eighteen (18) months following termination of employment depending on the nature of the termination. Each executive is also eligible for a gross up payment in the event that any amounts payable under the agreements (or any other plan, program, policy or arrangement with the Company) become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code. The Employment Agreements also provide for payments upon certain terminations and change in control benefits to ensure that they work to secure the best outcome for stockholders in the event of a possible change in control, even if it means that they lose their jobs as a result. Under the Employment Agreements, in the event of the termination by the Company of the employment of Mr. Karkus or Mr. Cuddihy without cause or due to a voluntary resignation by either executive with Good Reason (as defined in the agreements), each executive will be paid a lump sum severance payment in cash equal to the greater of (A) the amount equal to eighteen (18) months base salary or (B) the amount equal to the his base salary for the remainder of the term as if the agreement had not been terminated. Additionally, each executive is entitled to receive a lump sum severance payment in cash equal to the greater of A or B, if he, within twenty four (24) months of a Change in Control (as defined in the agreements) of the Company, is terminated without cause or due to a voluntary resignation by him with Good Reason (as defined in the agreements). Each executive may also participate at Company expense in all medical and dental plans for the remainder of the term of his employment agreement in the event the Company terminates the employment agreement for any reason, except for the Companys termination for Cause (as defined in the agreements) or a voluntary resignation by him without Good Reason (as defined in the agreements). | ' | ' |
Defendants Percentage Of Ownership Held By Former Officers And Directors | ' | 17.40% | 17.40% | ' | ' | ' |
Additional Annual Installment Includes In Other Long Term Obligation | ' | ' | ' | 200,000 | ' | ' |
Litigation Settlement Interest | ' | ' | ' | 13,000 | ' | ' |
Employment Agreements Dated November 8, 2011 [Member] | Chief Executive Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Base Annual Compensation | ' | ' | ' | 750,000 | ' | ' |
Employment Agreements Dated August 19, 2009 Amendment 1 April 2011 [Member] | Chief Executive Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | ' | 81,000 | 100,000 |
Base Annual Compensation | ' | ' | ' | 600,000 | ' | ' |
Mr Karkus [Member] | Employment Agreements Dated November 8, 2011 [Member] | Chief Executive Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Officers Compensation | ' | ' | ' | 675,000 | ' | ' |
Mr Karkus [Member] | Employment Agreements Dated August 19, 2009 [Member] | Chief Executive Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | 150,000 | ' | ' |
Base Annual Compensation | ' | ' | ' | 750,000 | ' | ' |
Officers Compensation | ' | ' | ' | 600,000 | ' | ' |
Mr Cuddihy [Member] | Employment Agreements Dated November 8, 2011 [Member] | Chief Operating Officer and Chief Financial Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Officers Compensation | ' | ' | ' | 350,000 | ' | ' |
Mr Cuddihy [Member] | Employment Agreements Dated August 19, 2009 [Member] | Chief Operating Officer and Chief Financial Officer [Member] | ' | ' | ' | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | 50,000 | ' | ' |
Base Annual Compensation | ' | ' | ' | 325,000 | ' | ' |
Officers Compensation | ' | ' | ' | $275,000 | ' | ' |
STOCKHOLDERS_EQUITY_AND_STOCK_2
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Number of options granted | 420,500 | 15,000 | 220,000 |
Vesting period | ' | '3 years | '4 years |
Maximum term of option from date of grant | ' | '7 years | '7 years |
Exercise price per share | $1.64 | $1.36 | $1.10 |
Weighted average fair value per share of options granted during the year | $0.56 | $0.85 | $0.58 |
Maximum [Member] | ' | ' | ' |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Maximum term of option from date of grant | '7 years | ' | ' |
Exercise price per share | $1.65 | ' | $1.17 |
Minimum [Member] | ' | ' | ' |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Vesting period | '2 years | ' | ' |
Maximum term of option from date of grant | '6 years | ' | ' |
Exercise price per share | $1.48 | ' | $0.87 |
STOCKHOLDERS_EQUITY_AND_STOCK_3
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Details 1) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Expected option life | ' | '4 years 6 months | ' |
Weighted average risk free rate (in years) | 0.36% | 0.75% | 1.28% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | ' | 83.06% | ' |
Maximum [Member] | ' | ' | ' |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Expected option life | '4 years 6 months | ' | '4 years 9 months |
Expected volatility | 82.09% | ' | 78.62% |
Minimum [Member] | ' | ' | ' |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Expected option life | '3 years 9 months | ' | ' |
Expected volatility | 47.33% | ' | 75.84% |
STOCKHOLDERS_EQUITY_AND_STOCK_4
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stockholdersb Equity [Line Items] | ' | ' | ' |
Options outstanding - beginning of year (in shares) | 1,307,000 | 1,333,000 | 1,300,000 |
Granted (in shares) | 420,500 | 15,000 | 220,000 |
Exercised (in shares) | -25,000 | 0 | 0 |
Cancelled, Shares | -64,000 | -41,000 | -187,000 |
Options outstanding - end of year (in shares) | 1,638,000 | 1,307,000 | 1,333,000 |
Options granted and subject to future vesting (in shares) | 884,000 | 719,000 | 957,000 |
Exercisable, at end of year (in shares) | 754,000 | 588,000 | 376,000 |
Available for grant, Shares (in shares) | 262,000 | 0 | 14,000 |
Options outstanding - beginning of year (in dollars pre share) | $1.72 | $1.88 | $2.99 |
Granted (in dollars pre share) | $1.64 | $1.36 | $1.10 |
Exercised (in dollars pre share) | $1.08 | $0 | $0 |
Cancelled (in dollars pre share) | $4.53 | $8.11 | $8.67 |
Options outstanding - end of year (in dollars pre share) | $1.60 | $1.72 | $1.88 |
Options granted and subject to future vesting (in dollars pre share) | $1.32 | $1.01 | $1.02 |
STOCKHOLDERS_EQUITY_AND_STOCK_5
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Details 3) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Stockholdersb Equity [Line Items] | ' |
Number Outstanding | 753 |
Weighted Average Exercise Price | $1.93 |
Exercise Price Range One [Member] | ' |
Stockholdersb Equity [Line Items] | ' |
Number Outstanding | 675 |
Weighted Average Remaining Contractual Life | '4 years 7 months 6 days |
Weighted Average Exercise Price | $1.01 |
Range of excercise price Lower | $0.87 |
Range of Excercise Price Upper | $1.17 |
Exercise Price Range Two [Member] | ' |
Stockholdersb Equity [Line Items] | ' |
Number Outstanding | 11 |
Weighted Average Remaining Contractual Life | '6 years 1 month 6 days |
Weighted Average Exercise Price | $1.40 |
Range of excercise price Lower | $1.18 |
Range of Excercise Price Upper | $1.65 |
Exercise Price Range Three [Member] | ' |
Stockholdersb Equity [Line Items] | ' |
Number Outstanding | 40 |
Weighted Average Remaining Contractual Life | '9 months 18 days |
Weighted Average Exercise Price | $9.50 |
Range of excercise price Lower | $1.66 |
Range of Excercise Price Upper | $9.50 |
Exercise Price Range Four [Member] | ' |
Stockholdersb Equity [Line Items] | ' |
Number Outstanding | 27 |
Weighted Average Remaining Contractual Life | '2 years |
Weighted Average Exercise Price | $13.80 |
Range of excercise price Lower | $9.51 |
Range of Excercise Price Upper | $13.80 |
STOCKHOLDERS_EQUITY_AND_STOCK_6
STOCKHOLDERS' EQUITY AND STOCK COMPENSATION (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 15 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 31, 2012 | Nov. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Aug. 18, 2009 | Feb. 25, 2014 | Mar. 25, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 15, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 5-May-10 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2011 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Apr. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Operating Officer and Chief Financial Officer [Member] | Chief Operating Officer [Member] | Plan 1997 [Member] | Plan 2010 [Member] | Plan 2010 [Member] | Plan 2010 [Member] | Directors Plan 2010 [Member] | Directors Plan 2010 [Member] | Directors Plan 2010 [Member] | Directors Plan 2010 [Member] | Directors Plan 2010 Fiscal 2010 Bonus [Member] | Directors Plan 2010 Fiscal 2010 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Fiscal 2011 Bonus [Member] | Directors Plan 2010 Deferred and Unpaid Cash Compensation [Member] | 2010 Equity Compensation Plan [member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||||||
Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employment Agreements Dated November 8, 2011 [Member] | Employment Agreements Dated August 19, 2009 Amendment 1 April 2011 [Member] | Employment Agreements Dated August 19, 2009 Amendment 1 April 2011 [Member] | Employment Agreements Dated August 19, 2009 Amendment 1 April 2011 [Member] | Employment Agreements Dated August 19, 2009 Amendment 1 April 2011 [Member] | Employment Agreements Dated August 19, 2009 [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Operating Officer and Chief Financial Officer [Member] | Chief Operating Officer and Chief Financial Officer [Member] | Chief Executive Officer [Member] | Dutchess [Member] | Dutchess [Member] | Dutchess [Member] | Dutchess [Member] | Dutchess [Member] | |||||||||||||||||||||||||
Stockholdersb Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Number Of Common Stock Authorized For Issuance Over 36 Months | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Amount Entitled To Put To Investor In One Draw Down Notice, Percentage Of Average Daily Volume On Trading Day | ' | ' | 500.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Amount Entitled To Put To Investor In One Draw Down Notice | ' | ' | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investory Right To Use Excess Proceeds, Maximum Percentage | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Purchase Put Restrictions Maximum Percentage Of Ownership Held By Investor To Purchase Shares In Equity Line Of Credit | ' | ' | 9.99% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Under Specific Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | 883,722 | ' | 164,474 |
Stock Issued During Period Value Specific Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 195,000 | ' | ' | ' | 250,000 |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | 767,486 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding - Shares | 1,307,000 | ' | 1,638,000 | 1,307,000 | 1,333,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | 425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award, Options, Deemed Cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 581,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued During Period Share Based Compensation, Bonus Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 420,500 | 15,000 | 220,000 | ' | 16,470 | 0 | 164,770 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Common Stock Shares Unissued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment Ownership Percentage Required For Rights Exercisable Under Right Agreement | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,481,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | 45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Line, Purchase Price Percentage | ' | 95.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,000 | ' | ' | 176,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available for grant, Shares (in shares) | 0 | ' | 262,000 | 0 | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 262,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options (In shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 1.1 | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,000 | ' | 839,000 | ' |
Vesting period | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' | '2 years | '1 year | '3 years 9 months | '3 years | '3 years | '6 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award Options Expected To Be Forfeited | ' | ' | 6 | 0 | 33,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award Options Grants In Period Grant Date Fair Value | 13,000 | ' | 237,000 | 13,000 | 127,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation, Total | ' | ' | 160,000 | 153,000 | 131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | ' | ' | 522,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value | ' | ' | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '2 years 3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | ' | 678,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | ' | ' | 465,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | ' | ' | 273,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Base Annual Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | 160,000 | 153,000 | 131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per Month Equivalent Value Of Restricted Stock Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Of Restricted Stock Granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '14 months 15 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 161,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 133,928 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 181,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 144,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 134,409 | 50,000 | ' | 33,603 | ' | ' | 128,571 | ' | 66,470 | ' | 466,710 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | 27,000 | 0 | 162,000 | ' | 150,000 | ' | ' | 150,000 | ' | 82,000 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 690,000 | ' | ' | ' | ' | ' |
Treasury Stock Acquired, Average Cost Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.65 | ' | ' | ' | ' | ' |
Share-Based Option Vested During Period | ' | ' | 686,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Option Subject To Vesting During Period | ' | ' | 884,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 21,056,115 | ' | 21,437,059 | 21,056,115 | ' | ' | ' | 559,318 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Common Stock | ' | ' | $444,000 | $1,070,000 | $0 | ' | ' | $947,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,100,000 | ' | ' | ' | ' | ' | ' |
Share-based Compensation Options Granted Subject To Vesting Date Of Grant Minimum Term | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation Options Granted Subject To Vesting Date Of Grant Maximum Term | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investory Right To Use Excess Proceeds Maximum Percentage | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | ' | ' | $1.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Call or Exercise Features | ' | ' | 'The Rights Agreement, as amended, provides that each Right entitles the stockholder of record to purchase from the Company that number of common shares having a combined market value equal to two times the Rights exercise price of $45. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | ' | ' | 884,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | ' | ' | $1.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Redeemed or Called During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 448,500 | ' | ' | ' | ' | ' |
DEFINED_CONTRIBUTION_PLANS_Det
DEFINED CONTRIBUTION PLANS (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Pension expense | $100,000 | $104,000 | $88,000 |
INVESTMENT_IN_PHUSION_LABORATO1
INVESTMENT IN PHUSION LABORATORIES, LLC. (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Dec. 20, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2010 | Dec. 31, 2013 | |
PSI Parent [Member] | PSI Parent [Member] | Corporate Joint Venture [Member] | Corporate Joint Venture [Member] | ||||||
Investment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | 1,440,000 | ' | ' |
Stock Issued During Period, Value, New Issues | ' | $444,000 | $1,070,000 | ' | ' | ' | $2,600,000 | ' | ' |
Payments To Fund Joint Venture Investments | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Maximum Amount Committed Towards Contributions In Joint Venture | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | 1,638,000 | 572,000 | 8,232,000 | 5,541,000 | ' | ' | ' | 378,000 |
Acquisition of product license | ' | ' | ' | ' | ' | ' | 1,000,000 | 3,600,000 | ' |
Finite-Lived Intangible Assets, Useful Life (in years) | ' | ' | ' | ' | ' | ' | ' | '13 years | ' |
Ownership Percentage In Joint Venture | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Common Stock Number Of Shares Transferred To Third Party | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' |
Equity Redemption, Number Of Shares, Redeem | ' | ' | ' | ' | ' | 690,000 | ' | ' | ' |
Payments For Legal Settlements | $2,100,000 | ' | $2,100,000 | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | ' | ' | ' | $0.01 | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current | ' | ' | ' |
Federal | $0 | $0 | $0 |
State | 0 | 0 | 0 |
Current Income Tax Expense (Benefit) | 0 | 0 | 0 |
Deferred | ' | ' | ' |
Federal | 1,216 | -618 | -877 |
State | -999 | 1,377 | -21 |
Deferred Income Tax Expense (Benefit) | 217 | 759 | -898 |
Total | 217 | 759 | -898 |
Income taxes from continuing operations before valuation allowance | 217 | 759 | -898 |
Change in valuation allowance | -217 | -759 | 898 |
Income tax (benefit) | 0 | 0 | 0 |
Total | $0 | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes [Line Items] | ' | ' | ' |
Statutory rate - federal | $138 | ($661) | ($925) |
State taxes, net of federal benefit | 17 | 1,377 | -21 |
Permanent differences and other | 62 | 43 | 48 |
Income tax from continuing operation before valuation allowance | 217 | 759 | -898 |
Change in valuation allowance | -217 | -759 | 898 |
Income tax (benefit) | 0 | 0 | 0 |
Total | $0 | $0 | $0 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Permanent items: | ' | ' | ' | |||
Meals and Entertainment | $7 | $6 | $2 | |||
Return to provision adjustment | 0 | -46 | 0 | |||
Charitable contributions | 1 | 4 | 0 | |||
Share-based compensation expense for stock options granted (1) | 54 | [1] | 79 | [1] | 46 | [1] |
Income Tax Reconciliation, Nondeductible Expense | $62 | $43 | $48 | |||
[1] | This item relates to share-based compensation expense for financial reporting purposes not deducted for tax purposes until such options are exercised. |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Income Taxes [Line Items] | ' | ' | ' |
Net operating loss and capital loss carryforward | $13,569 | $14,158 | $13,170 |
Consulting-royalty costs | 80 | 121 | 1,431 |
Trademark | 819 | 0 | 0 |
Investment in Phusion | -387 | 0 | 0 |
Depreciation | -34 | 60 | 235 |
Other | 1,009 | 983 | 757 |
Valuation allowance | -15,056 | -15,322 | -15,593 |
Total | $0 | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Line Items] | ' | ' | ' |
Deferred Tax Benefits From Options and Warrants Exercises | $6,500,000 | ' | ' |
Valuation Allowance, Amount | 266,000 | 271,000 | 898,000 |
State and Local Jurisdiction [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Operating Loss Carry forwards Expiration Dates Description | 'Fiscal 2018 through 2032 | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 20,400,000 | ' | ' |
Domestic Tax Authority [Member] | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $34,700,000 | ' | ' |
Operating Loss Carry forwards Expiration Dates Description | 'Fiscal 2020 through 2032 | ' | ' |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Earnings Loss Per Share [Line Items] | ' | ' | ' |
Basic EPS | $405 | ($1,091) | ($2,710) |
Basic EPS - Share (in shares) | 15,839 | 14,843 | 14,817 |
Basic EPS - EPS (in dollars per share) | $0.03 | ($0.07) | ($0.18) |
Dilutives: | ' | ' | ' |
Options/Warrants | 0 | 0 | 0 |
Options/Warrants - Share (in shares) | 437 | 0 | 0 |
Options/Warrants - EPS (in dollars per share) | $0 | $0 | $0 |
Diluted EPS - Loss | $405 | ($1,091) | ($2,710) |
Diluted EPS - EPS (in dollars per share) | $0.03 | ($0.07) | ($0.18) |
Diluted EPS - EPS (in shares) | 16,276 | 14,843 | 14,817 |
EARNINGS_PER_SHARE_Details_Tex
EARNINGS PER SHARE (Details Textual) (Common Stock Equivalents [Member]) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Common Stock Equivalents [Member] | ' | ' |
Earnings Loss Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 177,035 | 48,375 |
SIGNIFICANT_CUSTOMERS_Details_
SIGNIFICANT CUSTOMERS (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue, Net | $9,602 | $5,949 | $1,939 | $7,542 | $9,079 | $5,415 | $1,894 | $6,018 | $25,032 | $22,406 | $17,453 |
Accounts Receivable [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 68.00% | 65.00% | ' |
Sales [Member] | Walgreens [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 20.40% | 19.30% | 17.00% |
Sales [Member] | Wal Mart [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 14.30% | 13.80% | 14.00% |
Sales [Member] | CVS Caremark Corporation [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 11.60% | 13.40% | 13.00% |
Sales [Member] | Rite Aid Corp [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Customers [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% |
QUARTERLY_INFORMATION_UNAUDITE2
QUARTERLY INFORMATION (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $9,602 | $5,949 | $1,939 | $7,542 | $9,079 | $5,415 | $1,894 | $6,018 | $25,032 | $22,406 | $17,453 |
Gross profit | 6,587 | 3,817 | 928 | 5,339 | 5,688 | 3,399 | 825 | 4,340 | 16,671 | 14,252 | 11,282 |
Net income (loss) | $597 | $1,237 | ($1,719) | $290 | $453 | $1,074 | ($1,930) | ($688) | $405 | ($1,091) | ($2,710) |
Basic and diluted income (loss) per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic income (loss) per share (in dollars per share) | $0.04 | $0.08 | ($0.11) | $0.02 | ' | ' | ' | ' | ' | ' | ' |
Diluted income (loss) per share (in dollars per share) | $0.04 | $0.08 | ($0.11) | $0.02 | ' | ' | ' | ' | $0.03 | ($0.07) | ($0.18) |
Net income (Loss) (in dollars per share) | ' | ' | ' | ' | $0.04 | $0.07 | ($0.13) | ($0.05) | ' | ' | ' |