Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'INTEGRATED SURGICAL SYSTEMS INC | ' |
Entity Central Index Key | '0000894871 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'ISSM | ' |
Entity Common Stock, Shares Outstanding | ' | 8,650,417 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash and cash equivalents | $71,413 | $113,991 |
Investments in available-for-sale securities | 2,581,268 | 2,658,190 |
Other current assets | 41,123 | 36,331 |
Total current assets | 2,693,804 | 2,808,512 |
Total Assets | 2,693,804 | 2,808,512 |
Liabilities and stockholders’ equity | ' | ' |
Accounts payable | 11,000 | 0 |
Accrued stock compensation | 0 | 15,625 |
Income taxes payable | 0 | 682 |
Conversion feature liability | 71,884 | 108,839 |
Total current liabilities | 82,884 | 125,146 |
Commitments and contingencies | ' | ' |
Redeemable convertible preferred stock, $0.01 par value, 1,000,000 shares authorized; 168 shares issued and outstanding ($168,496 aggregate liquidation value) | 168,496 | 168,496 |
Stockholders’ equity: | ' | ' |
Common stock, $0.01 par value, 100,000,000 shares authorized; 8,561,131 and 8,318,073 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 85,611 | 83,180 |
Common stock to be issued | 12,500 | 0 |
Additional paid-in capital | 64,393,477 | 64,352,158 |
Accumulated deficit | -62,041,335 | -61,917,302 |
Accumulated other comprehensive loss | -7,829 | -3,166 |
Total stockholders’ equity | 2,442,424 | 2,514,870 |
Total liabilities and stockholders’ equity | $2,693,804 | $2,808,512 |
Balance_Sheets_Parenthetical
Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorised | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,561,131 | 8,318,073 |
Common stock, shares outstanding | 8,561,131 | 8,318,073 |
Redeemable Convertible Preferred Stock [Member] | ' | ' |
Temporary equity, par value (in dollars per share) | $0.01 | $0.01 |
Temporary equity, shares authorized | 1,000,000 | 1,000,000 |
Temporary equity, shares issued | 168 | 168 |
Temporary equity, shares outstanding | 168 | 168 |
Temporary equity, liquidation preference (in dollars) | $168,496 | $168,496 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Operating expenses | ' | ' | ' | ' |
General and administrative expenses | $54,825 | $54,934 | $202,220 | $203,189 |
Loss from operations | -54,825 | -54,934 | -202,220 | -203,189 |
Other income (expense) | ' | ' | ' | ' |
Interest and dividend income, net | 12,218 | 19,815 | 45,451 | 49,011 |
Change in fair value of conversion feature | -245 | 335 | 36,955 | -32,918 |
Gain on distribution of investment in ClearSign | ' | ' | 0 | 811,713 |
Realized losses on available-for-sale securities | -14,511 | -89 | -3,419 | -1,231 |
Income (loss) before provision for income taxes | -57,363 | -34,873 | -123,233 | 623,386 |
Provision for income taxes | 0 | 0 | 800 | 8,013 |
Net income (loss) | -57,363 | -34,873 | -124,033 | 615,373 |
Other comprehensive income | ' | ' | ' | ' |
Unrealized gain (loss) on available-for-sale securities | 21,063 | -5,580 | -4,663 | 6,737 |
Comprehensive gain (loss) | ($36,300) | ($40,453) | ($128,696) | $622,110 |
Basic earnings (loss) per common share (in dollars per share) | ($0.01) | $0 | ($0.01) | $0.08 |
Diluted earnings (loss) per common share (in dollars per share) | ($0.01) | $0 | ($0.01) | $0.07 |
Weighted average number of shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 8,548,393 | 8,229,757 | 8,469,173 | 8,155,137 |
Diluted (in shares) | 8,548,393 | 8,229,757 | 8,469,173 | 9,146,290 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($124,033) | $615,373 |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ' | ' |
Change in fair value of conversion feature | -36,955 | 32,918 |
Stock-based compensation | 40,625 | 46,875 |
Realized losses on available-for-sale securities | 3,419 | 1,231 |
Gain on distribution of investment in ClearSign | 0 | -811,713 |
Changes in operating assets and liabilities | ' | ' |
Other current assets | -4,792 | -5,228 |
Accounts payable | 11,000 | 8,500 |
Income taxes payable | -682 | 7,213 |
Net cash used in operating activities | -111,418 | -104,831 |
Cash flows from investing activities | ' | ' |
Purchases of available-for-sale securities | -1,478,303 | -1,492,106 |
Proceeds received from sales of available-for-sale securities | 240,633 | 0 |
Proceeds received from maturities of available-for-sale securities | 1,306,510 | 1,976,750 |
Net cash provided by investing activities | 68,840 | 484,644 |
Net increase (decrease) in cash and cash equivalents | -42,578 | 379,813 |
Cash and cash equivalents at beginning of period | 113,991 | 422,984 |
Cash and cash equivalents at end of period | 71,413 | 802,797 |
Supplemental cash flow disclosure: | ' | ' |
Income taxes paid | 2,800 | 800 |
Supplemental non-cash disclosure | ' | ' |
Unrealized gain (loss) on available-for-sale securities | -4,663 | 6,737 |
Dividend of investment in ClearSign common stock | $0 | $1,803,808 |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (USD $) | Total | Common Stock [Member] | Common Stock To Be Issued [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Comprehensive Income (Loss) [Member |
Balance at Dec. 31, 2012 | $2,514,870 | $83,180 | $0 | $64,352,158 | ($3,166) | ($61,917,302) | $0 |
Balance (in shares) at Dec. 31, 2012 | ' | 8,318,073 | 0 | ' | ' | ' | ' |
Stock-based compensation | 43,750 | 2,431 | 0 | 41,319 | 0 | 0 | 0 |
Stock-based compensation (in shares) | ' | 243,058 | 0 | ' | ' | ' | ' |
Common stock to be issued | 12,500 | 0 | 12,500 | 0 | 0 | 0 | 0 |
Common stock to be issued (in shares) | ' | 0 | 89,286 | ' | ' | ' | ' |
Comprehensive loss | ' | ' | ' | ' | ' | ' | ' |
Net loss | -124,033 | 0 | ' | 0 | 0 | -124,033 | -124,033 |
Other comprehensive income | ' | ' | ' | ' | ' | ' | ' |
Net unrealized loss oninvestments in securities | -4,663 | 0 | 0 | 0 | -4,663 | 0 | -4,663 |
Comprehensive loss | -128,696 | 0 | 0 | 0 | 0 | 0 | -128,696 |
Balance at Sep. 30, 2013 | $2,442,424 | $85,611 | $12,500 | $64,393,477 | ($7,829) | ($62,041,335) | ' |
Balance (in shares) at Sep. 30, 2013 | ' | 8,561,131 | 89,296 | ' | ' | ' | ' |
Organization_and_Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Nature of Operations [Text Block] | ' |
1. Organization and Operations | |
Integrated Surgical Systems, Inc. (the “Company”) was incorporated in Delaware in 1990 to design, manufacture, sell and service image-directed, computer-controlled robotic software and hardware products for use in orthopedic surgical procedures. On June 28, 2007, the Company completed the sale of substantially all of its operating assets. After completion of the sale, the Company no longer engaged in any business activities related to its former business described above. The Company’s current operations are limited to raising additional funds to be used to maintain the Company’s public company status and to complete a business combination or strategic alliance, if suitable candidates are identified. | |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Presentation and Significant Accounting Policies [Text Block] | ' | ||
2. Significant Accounting Policies | |||
Basis of Presentation | |||
The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of September 30, 2013, the results of operations and cash flows for the nine months then ended have been included. These financial statements should be read in conjunction with the financial statements of the Company and the Company’s management discussion and analysis included in the Company’s Form 10-K for the year ended December 31, 2012. Interim results are not necessarily indicative of the results for a full year. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the reporting period. Actual results could differ from those estimates. | |||
Cash and cash equivalents | |||
Cash and cash equivalents include checking and money market accounts held in two financial institutions. The Company has a checking account at one institution with a balance of approximately $22,000 at September 30, 2013. The funds in this account are fully guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company has a money market account in a brokerage account with a second financial institution, with a money market cash balance of approximately $50,000 at September 30, 2013. Assets in this brokerage account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000. The Company had no uninsured cash and cash equivalents at September 30, 2013. | |||
Stock-Based Compensation | |||
Compensation costs for stock, warrants or options issued to employees and non-employees are based on the fair value method and accounted for in accordance with FASB ASC 718, “ Compensation – Stock Compensation .” The value of warrants and options are calculated using a Black-Scholes Model, using the market price of the Company’s common stock on the date of issuance for the employee options and the date of commitment for non-employee options, an expected dividend yield of zero, the expected life of the warrants or options and the expected volatility of the Company’s common stock. | |||
Investment in Available-for-Sale Securities | |||
The Company has a portfolio of investments in available-for-sale debt securities, which consist of fixed income debt securities and equity securities, which are accounted for in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, if any, are reported as other comprehensive income, a separate component of stockholders’ equity. | |||
Fair Value Measurement | |||
FASB ASC 820“Fair Value Measurements and Disclosures” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | |||
⋅ | Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
⋅ | Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. | ||
⋅ | Level 3 - Unobservable inputs which are supported by little or no market activity. | ||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||
In accordance with FASB ASC 820, the Company measures its cash equivalents, investments in available-for-sale securities, and derivative liability at fair value. The Company’s cash equivalents and investments in available-for-sale securities are classified within Level 1 by using quoted market prices. The Company’s derivative liability is classified within Level 3. | |||
The carrying value of other current assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. | |||
Income Taxes | |||
Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not. | |||
The Company applies the provisions of FASB ASC 740, “Income Taxes.” ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with ASC 740, “Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
The Company’s policy is to classify expenses as a result of income tax assessments as interest expense for interest charges and as penalties in general and administrative expenses for penalty assessments. | |||
Cost-Basis Method Valuation | |||
The Company’s non-marketable equity investment was previously recorded using the cost-basis method of accounting, and was classified as a long-term asset on the accompanying balance sheet as permitted by FASB ASC 325, “Cost Method Investments”, as the Company owned less than 20% of the voting securities and did not have the ability to exercise significant influence over operating and financial policies of the entity. In 2012, the Company distributed a majority of this investment to its stockholders and reclassified the remaining shares as available-for-sale securities. During the same period, the investee’s stock became publicly traded and its fair value became readily available. Therefore, these shares have been accounted for in accordance with FASB ASC 320, “Investment – Debt and Equity Securities”. See Note 5, “Investment in ClearSign” for more information. The remaining shares were sold during the three months ended June 30, 2013. | |||
Recently Adopted Accounting Pronouncements | |||
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2011-04, “Fair Value Measurement” (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This guidance amends the disclosure requirements related to recurring and nonrecurring fair value measurements and includes the following provisions: application of the concepts of highest and best use and valuation premise, introduction of an option to measure groups of offsetting assets and liabilities on a net basis, incorporation of certain premiums and discounts in fair value measurements, and the measurement of fair value of certain instruments classified in shareholders’ equity. In addition, the amended guidance includes several new fair value disclosure requirements, including, among other things, information about valuation techniques and unobservable inputs used in Level 3 fair value measurements and a narrative description of Level 3 measurements’ sensitivity to changes in unobservable inputs. The guidance became effective for the reporting period beginning January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements. | |||
In June 2011, the FASB issued Accounting Standards Update 2011-05, “Comprehensive Income” (Topic 220): Presentation of Comprehensive Income. This amended guidance eliminates the option for reporting entities to present components of other comprehensive income in the statement of stockholders’ equity. Instead, this amended guidance now requires reporting entities to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. The guidance became effective for the reporting period beginning January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements. | |||
Recently Announced Accounting Pronouncements | |||
In July 2013, the FASB issued Accounting Standards Update 2013-11, “Income Taxes” (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This amended guidance will require an unrecognized tax benefit, or a portion of an unrecognized tax benefit to 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. The guidance will become effective for the reporting period beginning January 1, 2014. The adoption of this guidance is not estimated to have a material impact on the Company’s financial statements. | |||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. | |||
Income_Loss_Per_Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' |
Earnings Per Share [Text Block] | ' |
3. Income (Loss) Per Share | |
Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period plus dilutive common stock equivalents, using the treasury stock method. | |
Common stock equivalents for convertible preferred stock of 1,158,845 and 1,217,457 shares were excluded from the calculation of loss per share for the nine months ended September 30, 2013 and the three months ended September 30, 2013, respectively, because they were not dilutive; these shares would have been dilutive if the Company had not had a net loss for the this period. Common stock equivalents for convertible preferred stock of 991,153 shares were included in calculation of gain per share for the nine months and three months ended September 30, 2012. | |
A warrant for 30,000 shares was excluded from the calculation of loss per share for the nine months and three months ended September 30, 2013, and a warrant for 30,000 shares, and stock options of 100,000 were excluded from the calculation of income (loss) per share for the nine months and three months ended September 30, 2012, respectively, because their effect was anti-dilutive. | |
Investment_in_AvailableforSale
Investment in Available-for-Sale Securities | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Available-For-Sale Securities [Abstract] | ' | |||||||||||||
Available For Sale Securities Disclosure [Text Block] | ' | |||||||||||||
4. Investments in Available-for-Sale Securities | ||||||||||||||
The following is a summary of the Company’s investment in available-for-sale securities as of September 30, 2013: | ||||||||||||||
Cost | Unrealized Gains | Unrealized | Fair Value | |||||||||||
Losses | ||||||||||||||
U.S. federal agency securities | $ | 90,778 | $ | 129 | $ | -339 | $ | 90,568 | ||||||
Municipal securities | 722,321 | 2,506 | -659 | 724,168 | ||||||||||
Certificates of deposit | 1,567,570 | 12,821 | -12,821 | 1,567,570 | ||||||||||
Corporate debt securities | 208,428 | 426 | -9,892 | 198,962 | ||||||||||
$ | 2,589,097 | $ | 15,882 | $ | -23,711 | $ | 2,581,268 | |||||||
The following is a summary of the Company’s investment in available-for-sale securities as of December 31, 2012: | ||||||||||||||
Cost | Unrealized Gains | Unrealized | Fair Value | |||||||||||
Losses | ||||||||||||||
U.S. federal agency securities | $ | 19,592 | $ | 196 | $ | - | $ | 19,788 | ||||||
Municipal securities | 1,154,841 | 2,882 | -2,090 | 1,155,633 | ||||||||||
Certificates of deposit | 1,193,494 | 8,734 | -16,904 | 1,185,324 | ||||||||||
Corporate debt securities | 285,524 | 4,164 | -9,633 | 280,055 | ||||||||||
Equity securities – ClearSign common stock | 7,905 | 9,485 | - | 17,390 | ||||||||||
$ | 2,661,356 | $ | 25,461 | $ | -28,627 | $ | 2,658,190 | |||||||
The Company’s investment portfolio had a net realized loss of $3,419 and $1,231 for the nine months ended September 30, 2013 and 2012, respectively. The Company’s investment portfolio had a net realized loss of $14,511 and $89 for the three months ended September 30, 2013 and 2012, respectively. | ||||||||||||||
The cost and fair value of investments in available-for-sale securities, by contractual maturity, as of September 30, 2013, were as follows: | ||||||||||||||
Cost | Fair Value | |||||||||||||
Due within one year | $ | 528,115 | $ | 526,184 | ||||||||||
Due after one year through three years | 1,045,080 | 1,042,919 | ||||||||||||
Due after three years | 1,015,902 | 1,012,165 | ||||||||||||
$ | 2,589,097 | $ | 2,581,268 | |||||||||||
Expected maturities will differ from contractual maturities because the issuers of certain debt securities have the right to call or prepay their obligations without any penalties. Accordingly, the Company has classified the entire fair value of its investments in available-for-sale securities as current assets in the accompanying balance sheets. | ||||||||||||||
CostBasis_Investment
Cost-Basis Investment | 9 Months Ended |
Sep. 30, 2013 | |
Investments, All Other Investments [Abstract] | ' |
Cost-method Investments, Description [Text Block] | ' |
5. Cost-Basis Investment | |
On April 20, 2011, the Company purchased 363,636 shares of common stock of ClearSign Combustion Corporation, a privately-held Washington corporation (“ClearSign”), for an aggregate purchase price of $1,000,000, or $2.75 per share, in connection with ClearSign’s private offering of up to $3,000,000 of its common stock (the “ClearSign Offering”). Due to a 1.25-for-one stock split, which occurred subsequent to this purchase, the Company held 454,545 shares of common stock of ClearSign. Prior to June 30, 2012, this investment had been accounted for using the cost method, as the Company owned less than 20% of the voting securities and did not have the ability to exercise significant influence over operating and financial policies of the entity. | |
ClearSign filed a registration statement on Form S-1 (as amended) for the initial public offering of its common stock that was declared effective April 24, 2012. On April 25, 2012, ClearSign Combustion Corporation (“ClearSign”) completed an initial public offering selling 3,000,000 shares of its common stock at $4.00 per share, and trading under the symbol CLIR on NASDAQ. The shares of common stock of ClearSign previously acquired in a private placement by the Company were registered for resale or distribution as part of the offering. | |
On April 24, 2012, the Company’s board of directors declared a dividend to the shareholders of the Company, of an aggregate of 450,000 shares of common stock of ClearSign. The dividend was at the rate of 0.05513475 shares of ClearSign for each share of common stock of the Company, which equates to one share of common stock of ClearSign for approximately 18.137 shares of the Company’s common stock. The record date of the dividend was May 9, 2012, and the payment date of the dividend was May 23, 2012. A total of 450,952 shares of ClearSign were distributed, including 952 rounding shares. In 2012, the Company recorded a gain of $811,713 equal to the increase in the fair value of the ClearSign investment which had been distributed, or $1,803,808, as measured on April 25, 2012 less the cost basis of the investment. | |
The Company retained 3,593 shares of ClearSign common stock, which were then sold on April 29, 2013. A realized gain of $24,475 was recorded during the nine months ended September 30, 2013. | |
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Temporary Equity Disclosure [Abstract] | ' | ||||
Temporary Equity Disclosure [Text Block] | ' | ||||
6. Redeemable Convertible Preferred Stock | |||||
The Company’s Certificate of Incorporation authorized 1,000,000 shares of undesignated, serial preferred stock. Preferred stock may be issued from time to time in one or more series. The Board of Directors is authorized to determine the rights, preferences, privileges, and restrictions granted to and imposed upon any wholly unissued series of preferred stock and designation of any such series without any further vote or action by the Company’s stockholders. | |||||
As of September 30, 2013 and December 31, 2012, the Company’s only outstanding series of convertible preferred stock is the Series G Convertible Preferred Stock (“Series G”). | |||||
The Series G stock has a stated value of $1,000 per share, and is convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock on its listed market over the five trading days preceding the date of conversion ("Beneficial Conversion Feature"), subject to a maximum conversion price. The number of shares of common stock that may be converted is determined by dividing the stated value of the number of shares of Series G to be converted by the conversion price. The Company may elect to pay the Series G holder in cash at the current market price multiplied by the number of shares of common stock issuable upon conversion. | |||||
For the period ended September 30, 2013 and the year ended December 31, 2012, no shares of Series G were converted into shares of common stock. At September 30, 2013 and December 31, 2012, the outstanding Series G shares were convertible into a minimum of 1,415,933 and 991,153 shares of common stock, respectively. | |||||
Upon a change in control, sale of or similar transaction, as defined in the Certificate of Designation for the Series G, each holder of the Series G has the option to deem such transaction as a liquidation and may redeem his or her shares at the liquidation value of $1,000, per share, for an aggregate amount of $168,496. The sale of all the assets on June 28, 2007 triggered the preferred stockholders’ redemption option. As such redemption is not in the control of the Company, the Series G stock has been accounted for as if it was redeemable preferred stock and is classified on the balance sheet between liabilities and stockholders’ equity. | |||||
The conversion feature of the preferred stock is considered a derivative according to ASC 815 “Derivatives and Hedging”, therefore, the fair value of the derivative is reflected in the financial statements as a liability, which was determined to be $71,884 as of September 30, 2013, and has been included as “conversion feature liability” on the accompanying balance sheets. As of December 31, 2012, the fair value of the derivative was determined to be $108,839. | |||||
The fair value of the conversion feature liability is calculated under a Black-Scholes Model, using the market price of the Company’s common stock on each of the balance sheet dates presented, the expected dividend yield, the expected life of the redemption and the expected volatility of the Company’s common stock. | |||||
The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and considering factors specific to the conversion feature liability. Since some of the assumptions used by the Company are unobservable, the conversion feature liability is classified within level 3 hierarchy in the fair value measurement. | |||||
The expected volatility of the conversion feature liability was based on the historical volatility of the Company’s common stock. The expected life assumption was based on the remaining life of the underlying preferred stock redemption. The risk-free interest rate for the expected term of the conversion feature liability was based on the average market rate on U.S. treasury securities in effect during the applicable quarter. The dividend yield reflected historical experience as well as future expectations over the expected term of the underlying preferred stock redemption. Therefore, the fair value of the conversion feature liability is sensitive to changes in above assumptions and changes of the Company’s common stock price. | |||||
The table below shows the quantitative information about the significant unobservable inputs used in the fair value measurement of level 3 conversion feature liability: | |||||
Expected life of the redemption in years | 1 | ||||
Risk free interest rate | 0.1 | % | |||
Expected annual volatility | 78.24 | % | |||
Annual rate of dividends | 0 | % | |||
The changes in the fair value of the derivative are as follows: | |||||
Balance as of January 1, 2013 | $ | 108,839 | |||
Decrease of fair value | -36,955 | ||||
Ending balance as of September 30, 2013 | $ | 71,884 | |||
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||
7. Stock-based Compensation | ||||||||||
On August 15, 2008, the Company granted 25,000 non-qualified stock options to each of its four directors. These options had a vesting period of one year from the date of grant, and they became fully vested and exercisable on August 15, 2009. These options expired on August 15, 2013. As of December 31, 2012, 100,000 options remained outstanding under this grant, and as of September 30, 2013 no options remain outstanding under this grant. | ||||||||||
FASB ASC 718 “Compensation-Stock Compensation” requires entities to estimate the number of forfeitures expected to occur and record expense based upon the number of awards expected to vest. The outstanding stock options under the 1998 Plan have been fully vested and related expenses were fully amortized for the nine months and three months ended September 30, 2013. | ||||||||||
For the nine months and three months ended September 30, 2013, option activity was as follows: | ||||||||||
Shares | Weighted- | Remaining | ||||||||
Average | Contractual | |||||||||
Exercise | Term | |||||||||
Price | ||||||||||
Outstanding at beginning of period | 100,000 | $ | 0.38 | 0.13 | ||||||
Granted | - | - | ||||||||
Expired and forfeited | -100,000 | 0.38 | ||||||||
Exercised | - | - | ||||||||
Outstanding at end of period | - | $ | - | - | ||||||
Exercisable at September 30, 2013 | - | $ | - | - | ||||||
The Company has outstanding 30,000 warrants issued in lieu of consulting fees, which expire in July 2014 and have an exercise price of $0.63 per share. | ||||||||||
The Company agreed to compensate two of its four directors by issuing common stock and one director in cash for services rendered in 2013 and 2012. Two of these directors are affiliated with the advisory services firm that is currently providing investment banking services to the Company. The Company agreed to compensate the fourth director in a combination of cash and common stock for services rendered in the first quarter 2013 and 2012. Beginning in the second quarter of 2013 and continuing through 2013, the Company agreed to compensate this director in cash instead of cash and common stock. The number of shares issued to each director was determined based upon the equivalent cash compensation accrued divided by the closing price of the Company’s common stock on the date that the compensation is fully earned each quarter, which is the last day of such quarter. The Company recorded stock-based compensation as common of $12,500 for the quarter ending September 30, 2013 for two directors, which is recorded as common stock to be issued. | ||||||||||
On January 17, 2013, the Company issued 31,250 shares of common stock to each of two directors, and 15,626 shares of common stock to another director, as compensation for the three months ended December 31, 2012. These shares, totaling 78,126, were valued at a per share price of $0.20, or a total of $15,625. | ||||||||||
On April 12, 2013, the Company issued 34,722 shares of common stock to each of two directors, and 17,362 shares of common stock to another director, as compensation for the three months ended March 31, 2013. These shares, totaling 86,806, were valued at a per share price of $0.18, or a total of $15,625. | ||||||||||
On July 15, 2013, the Company issued 39,063 shares of common stock to each of two directors as compensation for the three months ended June 30, 2013. These shares, totaling 78,126, were valued at a per share price of $0.16, or a total of $12,500. | ||||||||||
On October 11, 2013, the Company issued 44,643 shares of common stock to each of two directors as compensation for the three months ended September 30, 2013. These shares, totaling 89,286, were valued at a per share price of $0.14, or a total of $12,500. | ||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
8. Income Taxes | |
The Company accounts for income taxes under FASB ASC 740 “Accounting for Income Taxes.” Deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities in the Company’s financial statements and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
The Company is no longer subject to U.S. federal and state income tax examination by tax authorities for years before 2008. | |
The Company has evaluated and concluded that there are no uncertain tax positions requiring recognition in the Company’s financial statements for nine months and three months ended September 30, 2013 and 2012. The provision for income tax expense for the nine months ended September 30, 2013 was $800, and for the nine months ended September 30, 2012 was $8,013. The provision for income tax expense for the nine months ended September 30, 2012 includes a provision for alternative minimum tax. | |
As of September 30, 2013, and December 31, 2012, the Company had deferred tax assets primarily consisting of its net operating loss carryforwards. However, because of the cumulative losses in several consecutive years, the Company has recorded a full valuation allowance such that its net deferred tax asset is zero. | |
The Company must make judgments as to whether the deferred tax assets will be recovered from future taxable income. To the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. A valuation allowance has been established for deferred tax assets which the Company does not believe meet the “more likely than not” criteria. The Company’s judgments regarding future taxable income may change due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If the Company’s assumptions and consequently its estimates change in the future, the valuation allowances it has established may be increased or decreased, resulting in a respective increase or decrease in income tax expense. | |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
9. Related Party Transactions | |
The Company entered into an Investment Banking Advisory Services agreement in November 2007 with MDB Capital Group, LLC (“MDB”), and the parties extended this agreement indefinitely in April 2009. The agreement may be terminated by either party upon 30-days written notice. The Company has not paid, nor is it currently obligated to pay, any fees to MDB pursuant to this agreement and no services have been provided by MDB. | |
The Company has a securities investment account with MDB, consisting of (a) available-for-sale investments totaling $2,581,268, that include short-term federal securities of $90,568, certificates of deposit, municipal securities and corporate bonds totaling $2,490,700 at September 30, 2013, and (b) available-for-sale investments totaling $2,658,190, that included short-term federal securities of $19,788, certificates of deposit, municipal securities and corporate bonds totaling $2,621,012, and equity securities of $17,390 at December 31, 2012. | |
Mr. Christopher Marlett, the Chief Executive Officer and director of the Company, is also the Chief Executive Officer of MDB. Mr. Gary Schuman, who is the Chief Financial Officer of the Company, is also the Chief Financial Officer and Chief Compliance Officer of MDB. The Company reimburses MDB for Mr. Schuman’s services in the amount of $3,000 per month, totaling $27,000 for the nine months and $9,000 for each of the three months ended September 30, 2013 and 2012. Mr. Robert Levande, who is an officer and director of the Company, is also a senior managing director of MDB. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
10. Commitments and Contingencies | |
From time to time, the Company may be subject to other claims and litigation arising in the ordinary course of business. The Company is not currently a party to any legal proceedings that it believes would reasonably be expected to have a material adverse effect on the Company’s business, financial condition or results of operations. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Accounting, Policy [Policy Text Block] | ' | ||
Basis of Presentation | |||
The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of September 30, 2013, the results of operations and cash flows for the nine months then ended have been included. These financial statements should be read in conjunction with the financial statements of the Company and the Company’s management discussion and analysis included in the Company’s Form 10-K for the year ended December 31, 2012. Interim results are not necessarily indicative of the results for a full year. | |||
Use of Estimates, Policy [Policy Text Block] | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses for the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
Cash and cash equivalents | |||
Cash and cash equivalents include checking and money market accounts held in two financial institutions. The Company has a checking account at one institution with a balance of approximately $22,000 at September 30, 2013. The funds in this account are fully guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company has a money market account in a brokerage account with a second financial institution, with a money market cash balance of approximately $50,000 at September 30, 2013. Assets in this brokerage account are protected by the Securities Investor Protection Corporation (“SIPC”) up to $500,000. The Company had no uninsured cash and cash equivalents at September 30, 2013. | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||
Stock-Based Compensation | |||
Compensation costs for stock, warrants or options issued to employees and non-employees are based on the fair value method and accounted for in accordance with FASB ASC 718, “ Compensation – Stock Compensation .” The value of warrants and options are calculated using a Black-Scholes Model, using the market price of the Company’s common stock on the date of issuance for the employee options and the date of commitment for non-employee options, an expected dividend yield of zero, the expected life of the warrants or options and the expected volatility of the Company’s common stock. | |||
Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block] | ' | ||
Investment in Available-for-Sale Securities | |||
The Company has a portfolio of investments in available-for-sale debt securities, which consist of fixed income debt securities and equity securities, which are accounted for in accordance with FASB ASC 320, “Investments - Debt and Equity Securities.” Management determines the appropriate classification of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, if any, are reported as other comprehensive income, a separate component of stockholders’ equity. | |||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||
Fair Value Measurement | |||
FASB ASC 820“Fair Value Measurements and Disclosures” clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, FASB ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | |||
⋅ | Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
⋅ | Level 2 - Include other inputs that are directly or indirectly observable in the marketplace. | ||
⋅ | Level 3 - Unobservable inputs which are supported by little or no market activity. | ||
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | |||
In accordance with FASB ASC 820, the Company measures its cash equivalents, investments in available-for-sale securities, and derivative liability at fair value. The Company’s cash equivalents and investments in available-for-sale securities are classified within Level 1 by using quoted market prices. The Company’s derivative liability is classified within Level 3. | |||
The carrying value of other current assets and liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. | |||
Income Tax, Policy [Policy Text Block] | ' | ||
Income Taxes | |||
Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not. | |||
The Company applies the provisions of FASB ASC 740, “Income Taxes.” ASC 740 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with ASC 740, “Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||
The Company’s policy is to classify expenses as a result of income tax assessments as interest expense for interest charges and as penalties in general and administrative expenses for penalty assessments. | |||
Cost Basis Method Valuation [Policy Text Block] | ' | ||
Cost-Basis Method Valuation | |||
The Company’s non-marketable equity investment was previously recorded using the cost-basis method of accounting, and was classified as a long-term asset on the accompanying balance sheet as permitted by FASB ASC 325, “Cost Method Investments”, as the Company owned less than 20% of the voting securities and did not have the ability to exercise significant influence over operating and financial policies of the entity. In 2012, the Company distributed a majority of this investment to its stockholders and reclassified the remaining shares as available-for-sale securities. During the same period, the investee’s stock became publicly traded and its fair value became readily available. Therefore, these shares have been accounted for in accordance with FASB ASC 320, “Investment – Debt and Equity Securities”. See Note 5, “Investment in ClearSign” for more information. The remaining shares were sold during the three months ended June 30, 2013. | |||
Recently Announced Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
Recently Adopted Accounting Pronouncements | |||
In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2011-04, “Fair Value Measurement” (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This guidance amends the disclosure requirements related to recurring and nonrecurring fair value measurements and includes the following provisions: application of the concepts of highest and best use and valuation premise, introduction of an option to measure groups of offsetting assets and liabilities on a net basis, incorporation of certain premiums and discounts in fair value measurements, and the measurement of fair value of certain instruments classified in shareholders’ equity. In addition, the amended guidance includes several new fair value disclosure requirements, including, among other things, information about valuation techniques and unobservable inputs used in Level 3 fair value measurements and a narrative description of Level 3 measurements’ sensitivity to changes in unobservable inputs. The guidance became effective for the reporting period beginning January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements. | |||
In June 2011, the FASB issued Accounting Standards Update 2011-05, “Comprehensive Income” (Topic 220): Presentation of Comprehensive Income. This amended guidance eliminates the option for reporting entities to present components of other comprehensive income in the statement of stockholders’ equity. Instead, this amended guidance now requires reporting entities to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. The guidance became effective for the reporting period beginning January 1, 2012. The adoption of this guidance did not have a material impact on the Company’s financial statements. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
Recently Announced Accounting Pronouncements | |||
In July 2013, the FASB issued Accounting Standards Update 2013-11, “Income Taxes” (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This amended guidance will require an unrecognized tax benefit, or a portion of an unrecognized tax benefit to 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. The guidance will become effective for the reporting period beginning January 1, 2014. The adoption of this guidance is not estimated to have a material impact on the Company’s financial statements. | |||
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements. | |||
Investment_in_AvailableforSale1
Investment in Available-for-Sale Securities (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Available-For-Sale Securities [Abstract] | ' | |||||||||||||
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | ' | |||||||||||||
The following is a summary of the Company’s investment in available-for-sale securities as of September 30, 2013: | ||||||||||||||
Cost | Unrealized Gains | Unrealized | Fair Value | |||||||||||
Losses | ||||||||||||||
U.S. federal agency securities | $ | 90,778 | $ | 129 | $ | -339 | $ | 90,568 | ||||||
Municipal securities | 722,321 | 2,506 | -659 | 724,168 | ||||||||||
Certificates of deposit | 1,567,570 | 12,821 | -12,821 | 1,567,570 | ||||||||||
Corporate debt securities | 208,428 | 426 | -9,892 | 198,962 | ||||||||||
$ | 2,589,097 | $ | 15,882 | $ | -23,711 | $ | 2,581,268 | |||||||
The following is a summary of the Company’s investment in available-for-sale securities as of December 31, 2012: | ||||||||||||||
Cost | Unrealized Gains | Unrealized | Fair Value | |||||||||||
Losses | ||||||||||||||
U.S. federal agency securities | $ | 19,592 | $ | 196 | $ | - | $ | 19,788 | ||||||
Municipal securities | 1,154,841 | 2,882 | -2,090 | 1,155,633 | ||||||||||
Certificates of deposit | 1,193,494 | 8,734 | -16,904 | 1,185,324 | ||||||||||
Corporate debt securities | 285,524 | 4,164 | -9,633 | 280,055 | ||||||||||
Equity securities – ClearSign common stock | 7,905 | 9,485 | - | 17,390 | ||||||||||
$ | 2,661,356 | $ | 25,461 | $ | -28,627 | $ | 2,658,190 | |||||||
Available-for-sale Securities [Table Text Block] | ' | |||||||||||||
The cost and fair value of investments in available-for-sale securities, by contractual maturity, as of September 30, 2013, were as follows: | ||||||||||||||
Cost | Fair Value | |||||||||||||
Due within one year | $ | 528,115 | $ | 526,184 | ||||||||||
Due after one year through three years | 1,045,080 | 1,042,919 | ||||||||||||
Due after three years | 1,015,902 | 1,012,165 | ||||||||||||
$ | 2,589,097 | $ | 2,581,268 | |||||||||||
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Temporary Equity Disclosure [Abstract] | ' | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | ' | ||||
The table below shows the quantitative information about the significant unobservable inputs used in the fair value measurement of level 3 conversion feature liability: | |||||
Expected life of the redemption in years | 1 | ||||
Risk free interest rate | 0.1 | % | |||
Expected annual volatility | 78.24 | % | |||
Annual rate of dividends | 0 | % | |||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||
The changes in the fair value of the derivative are as follows: | |||||
Balance as of January 1, 2013 | $ | 108,839 | |||
Decrease of fair value | -36,955 | ||||
Ending balance as of September 30, 2013 | $ | 71,884 | |||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||
For the nine months and three months ended September 30, 2013, option activity was as follows: | ||||||||||
Shares | Weighted- | Remaining | ||||||||
Average | Contractual | |||||||||
Exercise | Term | |||||||||
Price | ||||||||||
Outstanding at beginning of period | 100,000 | $ | 0.38 | 0.13 | ||||||
Granted | - | - | ||||||||
Expired and forfeited | -100,000 | 0.38 | ||||||||
Exercised | - | - | ||||||||
Outstanding at end of period | - | $ | - | - | ||||||
Exercisable at September 30, 2013 | - | $ | - | - | ||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | Sep. 30, 2013 |
Checking Account | $22,000 |
Money Market Funds, at Carrying Value | 50,000 |
Maximum Amount Of Assets Protected By Securities Investor Protection Corporation In Brokerage Account | 500,000 |
Equity Method Investment, Ownership Percentage | 20.00% |
Assets Guaranteed By Federal Deposit Insurance Corporation Maximum | $250,000 |
Income_Loss_Per_Share_Details_
Income (Loss) Per Share (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Incremental Common Shares Attributable to Conversion of Preferred Stock | 1,217,457 | ' | 1,158,845 | ' |
Gain On Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | ' | 991,153 | ' | 991,153 |
Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,000 | 30,000 | 30,000 | 30,000 |
Equity Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 100,000 | ' | 100,000 |
Investment_in_AvailableforSale2
Investment in Available-for-Sale Securities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Available-for-sale Securities, Cost | $2,589,097 | $2,661,356 |
Available-for-sale Securities, Gross Unrealized Gains | 15,882 | 25,461 |
Available-for-sale Securities, Gross Unrealized Losses | -23,711 | -28,627 |
Available-for-sale Securities, Fair Value | 2,581,268 | 2,658,190 |
U.S. federal agency securities [Member] | ' | ' |
Available-for-sale Securities, Cost | 90,778 | 19,592 |
Available-for-sale Securities, Gross Unrealized Gains | 129 | 196 |
Available-for-sale Securities, Gross Unrealized Losses | -339 | 0 |
Available-for-sale Securities, Fair Value | 90,568 | 19,788 |
Municipal securities [Member] | ' | ' |
Available-for-sale Securities, Cost | 722,321 | 1,154,841 |
Available-for-sale Securities, Gross Unrealized Gains | 2,506 | 2,882 |
Available-for-sale Securities, Gross Unrealized Losses | -659 | -2,090 |
Available-for-sale Securities, Fair Value | 724,168 | 1,155,633 |
Certificates of Deposit [Member] | ' | ' |
Available-for-sale Securities, Cost | 1,567,570 | 1,193,494 |
Available-for-sale Securities, Gross Unrealized Gains | 12,821 | 8,734 |
Available-for-sale Securities, Gross Unrealized Losses | -12,821 | -16,904 |
Available-for-sale Securities, Fair Value | 1,567,570 | 1,185,324 |
Corporate Debt Securities [Member] | ' | ' |
Available-for-sale Securities, Cost | 208,428 | 285,524 |
Available-for-sale Securities, Gross Unrealized Gains | 426 | 4,164 |
Available-for-sale Securities, Gross Unrealized Losses | -9,892 | -9,633 |
Available-for-sale Securities, Fair Value | 198,962 | 280,055 |
Equity securities - ClearSign common stock [Member] | ' | ' |
Available-for-sale Securities, Cost | ' | 7,905 |
Available-for-sale Securities, Gross Unrealized Gains | ' | 9,485 |
Available-for-sale Securities, Gross Unrealized Losses | ' | 0 |
Available-for-sale Securities, Fair Value | ' | $17,390 |
Investment_in_AvailableforSale3
Investment in Available-for-Sale Securities (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Due within one year, Cost | $528,115 | ' |
Due after one year through three years, Cost | 1,045,080 | ' |
Due after three years, Cost | 1,015,902 | ' |
Available-for-sale Securities, Amortized Cost, Total | 2,589,097 | ' |
Due within one year, Fair Value | 526,184 | ' |
Due after one year through three years, Fair Value | 1,042,919 | ' |
Due after three years, Fair Value | 1,012,165 | ' |
Available-for-sale Securities, Fair Value, Total | $2,581,268 | $2,658,190 |
Investments_in_AvailableforSal
Investments in Available-for-Sale Securities (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Gain (Loss) on Investments | $14,511 | $89 | $3,419 | $1,231 |
CostBasis_Investment_Details_T
Cost-Basis Investment (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 29, 2013 | Apr. 25, 2012 | Apr. 20, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 24, 2012 | |
Stockholders Equity Note, Stock Split, Conversion Ratio | ' | ' | 1.25 | ' | ' | ' |
Equity Method Investments Shares Acquired After Stock Split | ' | ' | 454,545 | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 20.00% | ' | ' |
Clearsign Combustion Corporation [Member] | ' | ' | ' | ' | ' | ' |
Equity Method Investments Shares Acquired | ' | ' | 363,636 | ' | ' | ' |
Equity Method Investment, Aggregate Cost | ' | ' | $1,000,000 | ' | ' | ' |
Equity Method Investments Per Share Value Of Shares Acquired | ' | ' | $2.75 | ' | ' | ' |
Stock Issued During Period, Value, Private Offering Issues | ' | ' | 3,000,000 | ' | ' | ' |
Sale of Stock, Number of Shares Issued in Transaction | ' | 3,000,000 | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | $4 | ' | ' | ' | ' |
Common Stock Dividend Declared | ' | ' | ' | ' | ' | 450,000 |
Common Stock Dividend Rate Percentage | ' | ' | ' | ' | ' | $0.06 |
Shares Issuable For One Share Of Equity Method Investee | ' | ' | ' | ' | ' | 18.137 |
Common Stock Dividends, Shares | ' | ' | ' | 450,952 | ' | ' |
Common Stock Dividend Rounding Shares | ' | ' | ' | 952 | ' | ' |
Equity Method Investment, Realized Gain (Loss) on Disposal | ' | ' | ' | ' | 811,713 | ' |
Equity Method Investment Measured Cost Basis | ' | 1,803,808 | ' | ' | ' | ' |
Equity Method Investment Shares Retained After Dividend Distribution | 3,593 | ' | ' | ' | ' | ' |
Available-for-sale Securities, Gross Realized Gains | ' | ' | ' | $24,475 | ' | ' |
Redeemable_Convertible_Preferr2
Redeemable Convertible Preferred Stock (Details) (Fair Value, Inputs, Level 3 [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value, Inputs, Level 3 [Member] | ' |
Expected life of the redemption in years | '1 year |
Risk free interest rate | 0.10% |
Expected annual volatility | 78.24% |
Annual rate of dividends | 0.00% |
Redeemable_Convertible_Preferr3
Redeemable Convertible Preferred Stock (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Balance as of January 1, 2013 | ' | ' | $108,839 | ' |
Decrease of fair value | -245 | 335 | 36,955 | -32,918 |
Ending balance as of September 30, 2013 | $71,884 | ' | $71,884 | ' |
Redeemable_Convertible_Preferr4
Redeemable Convertible Preferred Stock (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Conversion feature liability | $71,884 | 108,839 |
Series G Preferred Stock [Member] | ' | ' |
Preferred Stock, Shares Authorized | 1,000,000 | ' |
Preferred Stock, Par or Stated Value Per Share | $1,000 | ' |
Convertible Preferred Stock, Terms of Conversion | 'convertible into common stock at a conversion price equal to 85% of the lowest sale price of the common stock on its listed market over the five trading days preceding the date of conversion ("Beneficial Conversion Feature"), subject to a maximum conversion price. | ' |
Preferred Stock, Shares Outstanding | 1,415,933 | 991,153 |
Preferred Stock, Liquidation Preference Per Share | $1,000 | ' |
Preferred Stock, Liquidation Preference, Value | $168,496 | ' |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Outstanding at beginning of period, Shares | 100,000 | ' |
Granted, Shares | 0 | ' |
Expired and forfeited, Shares | -100,000 | ' |
Exercised, Shares | 0 | ' |
Outstanding at end of period, Shares | 0 | 100,000 |
Exercisable, Shares | 0 | ' |
Outstanding at beginning of period, Weighted-Average Exercise Price | $0.38 | ' |
Granted, Weighted-Average Exercise Price | $0 | ' |
Expired and forfeited, Weighted-Average Exercise Price | $0.38 | ' |
Exercised, Weighted-Average Exercise Price | $0 | ' |
Outstanding at end of period | $0 | $0.38 |
Exercisable, Weighted-Average Exercise Price | $0 | ' |
Outstanding, Remaining Contractual Term (in years) | '0 years | '1 month 17 days |
Exercisable, Remaining Contractual Term (in years) | '0 years | ' |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details Textual) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2008 | Oct. 11, 2013 | Jul. 15, 2013 | Apr. 12, 2013 | Jan. 17, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Director [Member] | Director One [Member] | Director One [Member] | Director One [Member] | Director One [Member] | Director Two [Member] | Director Two [Member] | Director Two [Member] | Director Two [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award Exercisable Date | ' | ' | ' | ' | 15-Aug-09 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | ' | ' | ' | ' | 15-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Value To Be Issued | $12,500 | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 89,286 | 78,126 | 86,806 | 78,126 | ' | 44,643 | 39,063 | 34,722 | 31,250 | 44,643 | 39,063 | 17,362 | 15,626 |
Stock Issued During Period Per Share Value Of New Issues | $0.14 | $0.16 | $0.18 | $0.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $12,500 | $12,500 | $15,625 | $15,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Deferred Tax Assets, Valuation Allowance | $0 | ' | $0 | ' |
Income Tax Expense (Benefit) | $0 | $0 | $800 | $8,013 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Available-For-Sale Securities, Current | $2,581,268 | ' | $2,581,268 | ' | $2,658,190 |
MDB Capital Group LLC [Member] | ' | ' | ' | ' | ' |
Available-For-Sale Securities, Current | 2,581,268 | ' | 2,581,268 | ' | 2,658,190 |
Federal Securities Current | 90,568 | ' | 90,568 | ' | 19,788 |
Certificates Of Deposit Municipal Securities and Corporate Bonds | 2,490,700 | ' | 2,490,700 | ' | 2,621,012 |
Reimbursement For Related Party Services Per Month | ' | ' | 3,000 | ' | ' |
Reimbursement For Related Party Services | 9,000 | 9,000 | 27,000 | 27,000 | ' |
Available-for-sale Securities, Equity Securities | ' | ' | ' | ' | $17,390 |