Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 11, 2014 | Mar. 11, 2014 |
Class A Common Stock | Class B Common Stock | |||
Entity Registrant Name | 'WAVE SYSTEMS CORP | ' | ' | ' |
Entity Central Index Key | '0000919013 | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
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 | 'Non-accelerated Filer | ' | ' | ' |
Entity Public Float | ' | $35 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 40,346,149 | 8,885 |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $2,120,102 | $2,112,769 |
Accounts receivable, net of allowance for doubtful accounts of $-0- at December 31, 2013 and 2012, respectively | 2,730,077 | 5,034,422 |
Pledged receivables | 1,683,188 | 1,801,683 |
Prepaid expenses | 488,656 | 421,769 |
Total current assets | 7,022,023 | 9,370,643 |
Property and equipment, net | 596,820 | 871,568 |
Amortizable intangible assets, net | 2,590,920 | 4,028,333 |
Goodwill | 1,448,000 | 4,038,000 |
Other assets | 167,146 | 324,614 |
Total Assets | 11,824,909 | 18,633,158 |
Current Liabilities: | ' | ' |
Secured borrowings | 1,430,710 | 1,537,710 |
Accounts payable and accrued expenses | 6,789,274 | 7,570,723 |
Current portion of capital lease payable | ' | 44,658 |
Deferred revenue | 6,996,239 | 5,949,087 |
Total current liabilities | 15,216,223 | 15,102,178 |
Other long-term liabilities | 78,618 | 97,996 |
Royalty liability | 4,509,629 | 4,486,129 |
Long-term deferred revenue | 1,003,614 | 1,812,312 |
Total liabilities | 20,808,084 | 21,498,615 |
Stockholders' Deficit: | ' | ' |
Capital in excess of par value | 407,907,019 | 393,788,150 |
Accumulated deficit | -417,240,480 | -396,916,216 |
Total Stockholders' Deficit | -8,983,175 | -2,865,457 |
Total Liabilities and Stockholders' Deficit | 11,824,909 | 18,633,158 |
Class A Common Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Common Stock | 350,197 | 262,520 |
Class B Common Stock | ' | ' |
Stockholders' Deficit: | ' | ' |
Common Stock | $89 | $89 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | |
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 |
Common stock, Authorized shares | 150,000,000 | 150,000,000 | 13,000,000 | 13,000,000 |
Common stock, shares issued | 35,019,740 | 26,251,968 | 8,885 | 8,885 |
Common stock, shares outstanding | 35,019,740 | 26,251,968 | 8,885 | 8,885 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net revenues: | ' | ' | ' |
Licensing and maintenance | $22,591,914 | $27,480,732 | $35,100,518 |
Services | 1,808,938 | 1,363,781 | 1,038,497 |
Total net revenues | 24,400,852 | 28,844,513 | 36,139,015 |
Operating expenses: | ' | ' | ' |
Licensing and maintenance - cost of net revenues | 3,419,271 | 6,722,221 | 1,848,482 |
Services - cost of net revenues | 277,665 | 144,111 | 189,167 |
Adjustments to purchase accounting | ' | ' | 1,033,206 |
Selling, general and administrative | 26,829,636 | 32,632,237 | 27,871,223 |
Research and development | 11,380,258 | 19,055,894 | 16,087,129 |
Impairment of goodwill and intangible assets | 2,590,000 | 4,054,732 | ' |
Total operating expenses | 44,496,830 | 62,609,195 | 47,029,207 |
Operating loss | -20,095,978 | -33,764,682 | -10,890,192 |
Other income (expense): | ' | ' | ' |
Net currency transaction gain (loss) | -17,220 | 12,156 | 175,004 |
Net interest expense | -200,456 | -197,989 | -4,589 |
Total other income (expense) | -217,676 | -185,833 | 170,415 |
Loss before income tax expense | -20,313,654 | -33,950,515 | -10,719,777 |
Income tax expense | 10,610 | 12,033 | 74,959 |
Net loss | ($20,324,264) | ($33,962,548) | ($10,794,736) |
Loss per common share - basic and diluted (in dollars per share) | ($0.68) | ($1.41) | ($0.51) |
Weighted average number of common shares outstanding during the year (in shares) | 29,825,854 | 24,051,126 | 21,086,182 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) | 0 Months Ended | 12 Months Ended |
Jul. 02, 2013 | Dec. 31, 2013 | |
Consolidated Statements of Operations | ' | ' |
Reverse stock split ratio | 0.25 | 0.25 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Total | Capital in Excess of Par Value | Accumulated Deficit | Class A Common Stock | Class B Common Stock |
Common Stock | Common Stock | ||||
Balance at Dec. 31, 2010 | $2,696,771 | $354,652,286 | ($352,158,932) | $203,328 | $89 |
Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | 20,332,932 | 8,889 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -10,794,736 | ' | -10,794,736 | ' | ' |
Warrants exercised at $2.20 -$2.32 and $1.12 - $4.62 per share for the year 2012 and 2011 respectively | 1,260,288 | 1,255,360 | ' | 4,928 | ' |
Warrants exercised at $2.20 -$2.32 and $1.12 - $4.62 per share for the year 2012 and 2011 respectively (in shares) | ' | ' | ' | 492,788 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively | 806,119 | 804,872 | ' | 1,247 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively (in shares) | 124,655 | ' | ' | 124,655 | ' |
Cashless exercise of warrants at $2.20 and $1.60 - $2.20 per share for the year 2012 and 2011 respectively | ' | -301 | ' | 301 | ' |
Cashless exercise of warrants at $2.20 and $1.60 - $2.20 per share for the year 2012 and 2011 respectively (in shares) | ' | ' | ' | 30,097 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively | 436,771 | 436,302 | ' | 469 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 46,884 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively | 377,873 | 377,379 | ' | 494 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 49,395 | ' |
Shares of Class A Common Stock Issued for acquisition of Safend, Ltd. at $8.64 | 11,377,528 | 11,364,360 | ' | 13,168 | ' |
Shares of Class A Common Stock Issued for acquisition of Safend, Ltd. at $8.64 (in shares) | ' | ' | ' | 1,316,844 | ' |
Stock based compensation | 5,379,961 | 5,379,961 | ' | ' | ' |
Balance at Dec. 31, 2011 | 11,540,575 | 374,270,219 | -362,953,668 | 223,935 | 89 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | 22,393,595 | 8,889 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -33,962,548 | ' | -33,962,548 | ' | ' |
Issuance of Class A Common Stock at prices ranging from $0.90 to $2.90 and $2.60 to $9.12 per share, less issuance costs of $188,627 and $289,617 for the year 2013 and 2012 respectively | 9,053,593 | 9,033,860 | ' | 19,733 | ' |
Issuance of Class A Common Stock at prices ranging from $0.90 to $2.90 and $2.60 to $9.12 per share, less issuance costs of $188,627 and $289,617 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 1,973,267 | ' |
Issuance of Class A Common Stock at $2.00 and $2.57 per share, less issuance costs of $250,200 and $129,761 for the year 2013 and 2012 respectively | 1,532,916 | 1,526,446 | ' | 6,470 | ' |
Issuance of Class A Common Stock at $2.00 and $2.57 per share, less issuance costs of $250,200 and $129,761 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 646,956 | ' |
Issuance of Class A Common Stock at $1.27 and $4.01 per share, less issuance costs of $121,781 and $259,984 for the year 2013 and 2012 respectively | 3,073,078 | 3,064,766 | ' | 8,312 | ' |
Issuance of Class A Common Stock at $1.27 and $4.01 per share, less issuance costs of $121,781 and $259,984 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 831,188 | ' |
Warrants exercised at $2.20 -$2.32 and $1.12 - $4.62 per share for the year 2012 and 2011 respectively | 320,500 | 319,050 | ' | 1,450 | ' |
Warrants exercised at $2.20 -$2.32 and $1.12 - $4.62 per share for the year 2012 and 2011 respectively (in shares) | ' | ' | ' | 145,000 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively | 79,503 | 79,275 | ' | 228 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively (in shares) | 22,800 | ' | ' | 22,800 | ' |
Cashless exercise of warrants at $2.20 and $1.60 - $2.20 per share for the year 2012 and 2011 respectively | ' | -101 | ' | 101 | ' |
Cashless exercise of warrants at $2.20 and $1.60 - $2.20 per share for the year 2012 and 2011 respectively (in shares) | ' | ' | ' | 10,111 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively | 474,233 | 472,838 | ' | 1,395 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 139,480 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively | 191,862 | 190,966 | ' | 896 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 89,571 | ' |
Stock based compensation | 4,830,831 | 4,830,831 | ' | ' | ' |
Balance at Dec. 31, 2012 | -2,865,457 | 393,788,150 | -396,916,216 | 262,520 | 89 |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | 26,251,968 | 8,889 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' |
Net loss | -20,324,264 | ' | -20,324,264 | ' | ' |
Issuance of Class A Common Stock at prices ranging from $0.90 to $2.90 and $2.60 to $9.12 per share, less issuance costs of $188,627 and $289,617 for the year 2013 and 2012 respectively | 5,352,893 | 5,314,778 | ' | 38,115 | ' |
Issuance of Class A Common Stock at prices ranging from $0.90 to $2.90 and $2.60 to $9.12 per share, less issuance costs of $188,627 and $289,617 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 3,811,523 | ' |
Issuance of Class A Common Stock at $2.00 and $2.57 per share, less issuance costs of $250,200 and $129,761 for the year 2013 and 2012 respectively | 2,919,800 | 2,903,950 | ' | 15,850 | ' |
Issuance of Class A Common Stock at $2.00 and $2.57 per share, less issuance costs of $250,200 and $129,761 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 1,585,000 | ' |
Issuance of Class A Common Stock at $1.27 and $4.01 per share, less issuance costs of $121,781 and $259,984 for the year 2013 and 2012 respectively | 1,407,896 | 1,395,851 | ' | 12,045 | ' |
Issuance of Class A Common Stock at $1.27 and $4.01 per share, less issuance costs of $121,781 and $259,984 for the year 2013 and 2012 respectively (in shares) | ' | ' | ' | 1,204,470 | ' |
Issuance of Class A Common Stock at $0.9725 per share, less issuance costs of $103,133 | 1,115,750 | 1,103,217 | ' | 12,533 | ' |
Issuance of Class A Common Stock at $0.9725 per share, less issuance costs of $103,133 (in shares) | ' | ' | ' | 1,253,351 | ' |
Private placement of Class A Common Stock at $3.32 per share, less issuance costs of $90,000 | 910,001 | 906,989 | ' | 3,012 | ' |
Private placement of Class A Common Stock at $3.32 per share, less issuance costs of $90,000 (in shares) | ' | ' | ' | 301,205 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively | 42,039 | 41,909 | ' | 130 | ' |
Employee stock options exercised at $3.24, $2.08 - $7.80 and $2.00 - $14.16 per share for the year 2013, 2012 and 2011, respectively (in shares) | 12,983 | ' | ' | 12,983 | ' |
Issuance of Class A Common Stock for developed technology at $1.34 | 500,000 | 496,274 | ' | 3,726 | ' |
Issuance of Class A Common Stock for developed technology at $1.34 (in shares) | ' | ' | ' | 372,578 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively | 171,796 | 170,467 | ' | 1,329 | ' |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan at $1.29, $3.40 and $9.316 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 132,970 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively | 91,803 | 90,864 | ' | 939 | ' |
Shares of Class A Common Stock Issued pursuant To the Wave Employee Stock Purchase Plan at $0.98, $2.144 and $7.648 per share for the year 2013, 2012 and 2011, respectively (in shares) | ' | ' | ' | 93,916 | ' |
Cash paid for fractional shares in connection with reverse stock split | -274 | -272 | ' | -2 | ' |
Cash paid for fractional shares in connection with reverse stock split (in shares) | ' | ' | ' | -224 | -4 |
Stock based compensation | 1,694,842 | 1,694,842 | ' | ' | ' |
Balance at Dec. 31, 2013 | ($8,983,175) | $407,907,019 | ($417,240,480) | $350,197 | $89 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | 35,019,740 | 8,885 |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Consolidated Statement of Stockholders' Equity (Deficit) | ' | ' | ' |
Issuance of Class A Common Stock, per share, Lower range | $0.90 | $2.60 | ' |
Issuance of Class A Common Stock, per share, Upper range | $2.90 | $9.12 | ' |
Issuance of Class A Common Stock, issuance costs (in dollars) | $188,627 | $289,617 | ' |
Issuance of Class A Common Stock, per share | $2 | $2.57 | ' |
Issuance of Class A Common Stock, issuance costs (in dollars) | 250,200 | 129,761 | ' |
Issuance of Class A Common Stock, per share | $1.27 | $4.01 | ' |
Issuance of Class A Common Stock, issuance costs (in dollars) | 121,781 | 259,984 | ' |
Issuance of Class A Common Stock, per share | $0.97 | ' | ' |
Issuance of Class A Common Stock, issuance costs (in dollars) | 103,133 | ' | ' |
Private placement of Class A Common Stock, per share | $3.32 | ' | ' |
Private placement of Class A Common Stock, issuance costs (in dollars) | $90,000 | ' | ' |
Warrants exercised, Lower range | ' | $2.20 | $1.12 |
Warrants exercised, Upper range | ' | $2.32 | $4.62 |
Employee stock options exercised | $3.24 | ' | ' |
Employee stock options exercised, Lower range | ' | $2.08 | $2 |
Employee stock options exercised, Upper range | ' | $7.80 | $14.16 |
Issuance of Class A Common Stock for developed technology, per share | $1.34 | ' | ' |
Cashless exercise of warrants, per share | ' | $2.20 | ' |
Cashless exercise of warrants, Lower range | ' | ' | $1.60 |
Cashless exercise of warrants, Upper range | ' | ' | $2.20 |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan, per share | $1.29 | $3.40 | $9.32 |
Shares of Class A Common Stock Issued pursuant to the Wave Employee Stock Purchase Plan, per share | $0.98 | $2.14 | $7.65 |
Shares of Class A Common Stock Issued for acquisition of Safend, Ltd, per share | ' | ' | $8.64 |
Reverse stock split ratio | 0.25 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($20,324,264) | ($33,962,548) | ($10,794,736) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 1,009,876 | 2,132,136 | 1,005,068 |
Compensation associated with issuance of stock options | 1,694,842 | 4,830,831 | 5,379,961 |
Impairment of goodwill and purchased intangible assets | 4,205,000 | 7,477,832 | ' |
Accretion of royalty liability | 81,400 | 67,500 | ' |
Changes in assets and liabilities, net of effects from business acquisition: | ' | ' | ' |
Decrease in accounts receivable | 2,315,840 | 1,900,250 | 5,514,845 |
(Increase) decrease in prepaid expenses and other current assets | -66,887 | 401,992 | 152,601 |
(Increase) decrease in other assets | 157,468 | 11,993 | -209,941 |
Increase (decrease) in accounts payable and accrued expenses | -735,449 | 924,087 | 810,406 |
Increase (decrease) in deferred revenue | 238,454 | 106,922 | -3,331,530 |
Increase (decrease) in royalty liability | -103,900 | 321,076 | 264,553 |
Increase (decrease) in other long-term liabilities | -19,378 | 31,713 | -16,830 |
Net cash used in operating activities | -11,546,998 | -15,756,216 | -1,225,603 |
Cash flows from investing activities: | ' | ' | ' |
Acquisition of property and equipment | -186,715 | -169,660 | -995,403 |
Acquisition of Safend, Ltd., net of cash acquired | ' | ' | -803,315 |
Internal-use software development costs | -226,000 | ' | ' |
Net cash used in investing activities | -412,715 | -169,660 | -1,798,718 |
Cash flows from financing activities: | ' | ' | ' |
Payments on capital lease obligation | -44,658 | -72,075 | -66,771 |
Net proceeds from issuance of common stock | 11,706,066 | 13,659,587 | ' |
Proceeds from employee stock purchase plans | 263,599 | 666,095 | 814,644 |
Proceeds from employee stock option exercises | 42,039 | 79,503 | 806,119 |
Proceeds from exercise of warrants | ' | 320,500 | 1,260,288 |
Net cash provided by financing activities | 11,967,046 | 14,653,610 | 2,814,280 |
Net increase (decrease) in cash and cash equivalents | 7,333 | -1,272,266 | -210,041 |
Cash and cash equivalents at beginning of year | 2,112,769 | 3,385,035 | 3,595,076 |
Cash and cash equivalents at end of year | 2,120,102 | 2,112,769 | 3,385,035 |
Non-cash financing activities: | ' | ' | ' |
Issuance of common stock for developed technology | 500,000 | ' | ' |
Cashless exercise of warrants | ' | 404 | 1,204 |
Cash paid during the year for: | ' | ' | ' |
Interest | 108,462 | 119,763 | 11,758 |
Income taxes | $8,816 | $78,235 | $81,378 |
Business_of_the_Company
Business of the Company | 12 Months Ended |
Dec. 31, 2013 | |
Business of the Company | ' |
Business of the Company | ' |
(1) Business of the Company | |
        Wave Systems Corp. ("Wave" or "the Company") develops, produces and markets products for hardware-based digital security including security applications and services that are complementary to and compliant with the specifications of the Trusted Computing Group, www.trustedcomputinggroup.org ("TCG"). Specifications developed by the TCG are designed to address a broad range of current and evolving digital security issues facing the industry. These issues include the following: identity protection, data security, digital signatures, electronic transaction integrity, platform trustworthiness, network security, data leak prevention and protection and regulatory compliance. Wave's products are designed to solve many of these digital security issues. | |
        Safend, Ltd. ("Safend"), an Israeli company acquired by Wave on September 22, 2011, is engaged in research and sale of endpoint data loss protection products and services. | |
Reverse_Stock_Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2013 | |
Reverse Stock Split | ' |
Reverse Stock Split | ' |
(2) Reverse Stock Split | |
        On June 28, 2013, our Board of Directors approved a reverse stock split of our common stock at a ratio of 1-for-4, causing each four outstanding shares of Class A common stock and Class B common stock to convert automatically into one share of Class A common stock or Class B common stock, respectively. The par value of Class A common stock and Class B common stock remains $0.01 per share. The reverse split became effective on July 1, 2013. Stockholders' equity has been restated to give retroactive recognition to the reverse split for all periods presented by reclassifying the excess par value resulting from the reduced number of shares from common stock to paid-in capital. Except as otherwise noted, all references to common share and per common share amounts (including warrant shares, shares reserved for issuance and applicable exercise prices) for all periods presented have been retroactively restated to reflect this reverse split. | |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2013 | |
Liquidity | ' |
Liquidity | ' |
(3) Liquidity | |
        The accompanying consolidated financial statements have been prepared assuming that Wave will continue as a going concern. Wave has incurred substantial operating losses since its inception, and as of December 31, 2013, has an accumulated deficit of approximately $417,240,000. We also expect Wave will incur an operating loss for the fiscal year 2014. As of December 31, 2013, Wave had negative working capital of approximately $8,194,000. | |
        Wave does not expect to generate enough revenue to fund its cash flow requirements for the year ended December 31, 2014. As of December 31, 2013, we had approximately $2,120,000 of cash on hand. Given Wave's forecasted capital requirements for the twelve-months ending December 31, 2014, and our cash balance as of December 31, 2013, Wave will be required to raise additional capital prior to December 31, 2014 to continue to fund its operations. Wave's ability to raise additional capital is primarily based on three sources: | |
• | |
Sales of registered Class A Common Stock under a $20,000,000 shelf registration statement filed with the SEC on August 9, 2013 and declared effective by the Commission on September 12, 2013 ("2013 shelf registration statement"); | |
• | |
Sales of registered Class A Common Stock via the At the Market Sales Agreement with MLV & Co. LLC ("MLV") entered into during January, 2012. The At the Market Sales Agreement was amended on September 19, 2013 to authorize the issuance and sale of shares of the Company's Class A Common Stock under the At the Market Sales Agreement for aggregate gross sales proceeds of up to $15,000,000 in connection with the 2013 shelf registration statement; and | |
• | |
Sales of Class A Common Stock through private placements. | |
        During the year ended December 31, 2013, Wave sold 3,811,523 shares of its Class A common stock through its At the Market Sales Agreement with MLV at an average price of $1.45 per share, for net proceeds of approximately $5,353,000 after deducting offering costs of approximately $177,000. Subsequent to December 31, 2013, Wave sold 5,326,409 shares of its Class A common stock through MLV at an average price of $1.02 per share, for net proceeds of approximately $5,282,000 after deducting offering costs of approximately $167,000. As of March 11, 2014, Wave has sold a total of approximately 11.1 million shares of its common stock through MLV, raising net proceeds of approximately $19.7 million after deducting offering costs of approximately $634,000. | |
        On December 18, 2013, Wave sold 1,253,351 shares of Class A Common Stock at $0.9725 per share for gross proceeds of $1,218,884. This financing was completed under the 2013 shelf registration statement. Wave also issued warrants to the subscribers to purchase 626,674 shares of Class A common stock at an exercise price of $0.91 per share. These warrants expire on December 18, 2018. Security Research Associates, Inc. ("SRA") entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $1,116,000 in net proceeds after deducting the placement agent fees of approximately $73,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. In connection with the financing, Wave also issued warrants to SRA to purchase up to 75,201 shares of Wave Class A Common Stock for $0.91 per share. These warrants expire on December 18, 2018. At the time of the December 18, 2013 financing, Wave was required to calculate the amount of capital the Company was allowed to raise in accordance with the General Instruction I.B.6. on Form S-3 ("the one-third rule"). The one-third rule restricts the amount of capital that can be raised in a 12-month period provided that the registrant's aggregate market value of the common equity held by non-affiliates is less than $75 million. As a result of the December 18, 2013 financing and the application of the one-third rule, the funds available on the 2013 shelf registration statement were reduced. Until Wave attains an aggregate market value of $75 million or more for shares held by non-affiliates, its available funds under the 2013 shelf registration statement will remain restricted to the one-third rule computation. To determine the amount available under the one-third rule for future financings, the aggregate market value of the common equity is calculated using the price at which the common equity was last sold, or the average of the bid and asked prices of the common equity as of a date within 60 days prior to the date of filing. As of March 11, 2014, approximately $11,718,000 in gross proceeds remains under the 2013 shelf registration statement, however Wave is restricted to $6,721,000 as of such date due to the one-third rule. The total funds available under the 2013 shelf registration statement are all allocated to the At the Market Sales Agreement with MLV which may be utilized for future financings. | |
        On July 25, 2013, Wave sold 1,204,470 shares of Class A Common Stock at $1.27 per share for gross proceeds of $1,529,677. This financing was completed under the 2011 shelf registration statement. SRA entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $1,408,000 in net proceeds after deducting the placement agent fees of approximately $92,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. In connection with the financing, Wave also issued warrants to SRA to purchase up to 72,268 shares of Wave Class A Common Stock for $1.27 per share. These warrants expire on July 25, 2016. | |
        On April 23, 2013, Wave sold 1,585,000 shares of Class A Common Stock at $2.00 per share for gross proceeds of $3,170,000. This financing was completed under the 2011 shelf registration statement. Dawson James Securities, Inc. ("Dawson") entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay Dawson a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $2,920,000 in net proceeds after deducting the placement agent fees of $190,200 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. In connection with the financing, Wave also issued warrants to the subscribers to purchase up to 792,500 shares of Wave Class A Common Stock for $2.48 per share. These warrants expire on October 23, 2018. | |
        On March 13, 2013, Wave entered into agreements with certain institutional investors for a private placement of 301,205 shares of its Class A common stock at a price of $3.32 per share, yielding gross proceeds of $1,000,000. Wave agreed to pay Dawson, the placement agent, a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $910,000 in net proceeds after deducting the placement agent fees of $60,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. Wave also issued warrants to the subscribers to purchase 150,603 shares of Class A common stock at an exercise price of $3.32 per share. These warrants expire in October 2018. | |
        Wave will be required to sell shares of common stock, preferred stock, obtain debt financing or engage in a combination of these financing alternatives, to raise additional capital to continue to fund its operations for the twelve months ending December 31, 2014. If Wave is not successful in executing its business plan, it will be required to sell additional shares of common stock, preferred stock, obtain debt financing or engage in a combination of these financing alternatives or it could be forced to reduce expenses which may significantly impede its ability to meet its sales, marketing and development objectives, cease operations or merge with another company. No assurance can be provided that any of these initiatives will be successful. Due to its current cash position, capital needs over the next year and beyond, and the uncertainty as to whether it will achieve its sales forecast for its products and services, substantial doubt exists with respect to Wave's ability to continue as a going concern. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies | ' |
Significant Accounting Policies | ' |
(4) Significant Accounting Policies | |
(a)Â Â Â Â Basis of Consolidation | |
        The consolidated financial statements include the financial statements of Wave, Wave Systems Holdings, Inc., a wholly owned subsidiary, Safend, Ltd. (and its wholly owned subsidiary, Safend, Inc., collectively referred to as "Safend"), a wholly owned subsidiary (see note 8) and Wavexpress, Inc. a majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
(b)Â Â Â Â Foreign Currency Translation | |
        The functional currency of Safend is the U.S dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Foreign currency transaction gains or losses are credited or charged to the consolidated statements of operations as incurred as a component of other income (expense), net. | |
(c)Â Â Â Â Use of Estimates | |
        The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Estimates are used for, but not limited to, depreciation and amortization, revenue recognition, accounts receivable reserves, valuation of long-lived and intangible assets, software development, contingencies and share-based compensation. Actual results could differ from those estimates. | |
(d)Â Â Â Â Cash and Cash Equivalents | |
        Wave considers all highly liquid instruments with an original or remaining maturity of three months or less to be cash equivalents. Substantially all cash and cash equivalents are on deposit with two major financial institutions. | |
(e)Â Â Â Â Accounts Receivable and Allowance For Doubtful Accounts | |
        Included in accounts receivable at December 31, 2013 and 2012 are unbilled amounts totaling $125,497 and $118,088, respectively. | |
        The determination of the allowance for doubtful accounts is based on management's estimate of uncollectible accounts receivable. Management records specific reserves for receivable balances that are considered high risk due to known facts regarding the customer. | |
(f)Â Â Â Â Accounting for Transfers of Financial Assets | |
        Wave derecognizes financial assets, specifically accounts receivable, when control has been surrendered in compliance with ASC Topic 860, Transfers and Servicing. Transfers of accounts receivable that meet the requirements of ASC 860 for sale accounting treatment are removed from the balance sheet and gains or losses on the sale are recognized. If the conditions for sale accounting treatment are not met, or are no longer met, accounts receivable transferred are classified as collateralized receivables in the consolidated balance sheets and cash received from these transactions is classified as secured borrowings. All transfers of assets are accounted for as secured borrowings. Transaction costs associated with secured borrowings, if any, are treated as borrowing costs and recognized in interest expense. | |
(g)Â Â Â Â Concentrations of Credit Risks | |
        Sales to Wave's largest customer in 2013, 2012 and 2011, Dell, Inc., were approximately 46%, 55% and 62% of revenue, respectively. Accounts receivable at December 31, 2013, 2012 and 2011 included receivables from Dell, Inc. and its affiliates of $1,025,377, $1,187,398 and $4,189,388, respectively. At December 31, 2013 and 2012, $1,683,188 and $1,299,283, respectively, of Dell receivables are classified as pledged receivables on the consolidated balance sheet. | |
(h)Â Â Â Â Property and Equipment | |
        Property and equipment, including purchased computer software, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets which range from between three to five years. Amortization of leasehold improvements is computed using the shorter of the useful life or remaining lease term which range from between three and fifteen years. | |
(i)Â Â Â Â Capitalized internal-use software development costs | |
        The Company follows the provisions of ASC Topic 350-40, Intangibles Goodwill and Other—Internal Use Software. ASC Topic 350-40 provides guidance for determining whether computer software is internal-use software and also provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. These capitalized costs are related to Wave's cloud platform that is hosted by the Company and accessed by its clients on a subscription basis. The Company expenses all costs incurred during the preliminary project stage of development and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred. The Company records amortization of the software on a straight-line basis over five years, which is the estimated useful life of the software. At each balance sheet date, management evaluates the unamortized capitalized software costs for potential impairment by comparing the balance to the net realizable value of the products. The Company capitalized $726,000 of software development costs during the year ended December 31, 2013 (see Note 9). | |
(j)Â Â Â Â Income Taxes | |
        Wave accounts for income taxes under the asset and liability method. As such, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2013 and 2012, a full valuation allowance has been recorded against the gross deferred tax asset since management believes that, after considering all the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, it is more likely than not that these assets will not be realized. Wave classifies any interest and penalties related to uncertain tax positions as components of the income tax provision. | |
(k)Â Â Â Â Share-based Payments | |
        Wave recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan. Stock-based compensation expense recognized is based on the value of the portion of stock-based payment awards that is ultimately expected to vest and has been reduced for estimated forfeitures. Wave determines the fair value of stock-based payment awards on the date of grant using an option-pricing model that is affected by Wave's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to Wave's expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. | |
(l)Â Â Â Â Research and Development and Software Development Costs | |
        Research and development costs are expensed as incurred. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. | |
(m)Â Â Â Â Loss Per Share | |
        Basic net loss per common share has been calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is also computed using the weighted average number of common shares and includes dilutive potential common shares outstanding. Dilutive potential common shares consist primarily of employee stock options and stock warrants. Diluted net loss per share is equal to basic net loss per share and is therefore not presented separately in the financial statements. The weighted average number of potential common shares that would have been included in diluted loss per share had their effect not been anti-dilutive for each of the years ended December 31, 2013, 2012 and 2011 were approximately 99,000 shares, 615,000 shares and 1,676,000 shares, respectively. Employee stock options and other stock warrants to purchase a weighted average of approximately 5,504,000, 3,669,000 and 2,254,000 shares were outstanding for the years ended December 31, 2013, 2012 and 2011 respectively, but are not included in the computation of diluted loss per share because their exercise price was greater than the average share price of Wave's common shares and, therefore, their effect would have been anti-dilutive. | |
(n)Â Â Â Â Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |
        Wave reviews the valuation of long-lived assets, including property and equipment, amortizable intangible assets and capitalized software, whenever events and circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include the following: | |
• | |
significant underperformance relative to expected historical or projected future operating results; | |
• | |
significant changes in the manner of use of the acquired assets or the strategy of the overall business; | |
• | |
significant negative industry or economic trends; and | |
• | |
significant decline in the stock price for a sustained period. | |
        When Wave determines that the carrying value of applicable long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company evaluates whether the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of that asset. If such a circumstance exists, Wave would measure an impairment loss to the extent the carrying amount of the particular long-lived asset or group exceeds its fair value. Wave would determine the fair value based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in their current business model. When Wave determines that the carrying value of capitalized software development costs may not be recoverable, we evaluate whether the unamortized cost exceeds the expected future net realizable value of the products. If the unamortized costs exceed the expected future net realizable value of the products, the excess amount is written off. Changes in judgments on any of these factors could impact the value of the asset being evaluated. | |
(o)Â Â Â Â Goodwill | |
        Wave tests goodwill for impairment annually on September 30 and during interim periods whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Wave uses a fair value approach in testing goodwill for impairment in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
(p)Â Â Â Â Revenue Recognition | |
        Wave's business model targets revenues from various sources including: licensing of the EMBASSY Trust Suite, Safend's endpoint data loss protection suite, eTMS software products and development contracts. Many of these sales arrangements include multiple-elements and/or require significant modification or customization of Wave's software. | |
        Wave recognizes revenue when it is realized or realizable and earned. Wave considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue. | |
Licensing and Maintenance | |
        Wave receives revenue from licensing its EMBASSY Trust Suite software through distribution arrangements with its OEM partners, software development and other services including maintenance. Wave's distribution arrangements also gives rise to separate software license upgrade agreements with the end users of the products distributed by the OEMs. Wave applies software revenue recognition guidance to all transactions except those where no software is involved. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Persuasive evidence is generally a binding purchase order or license agreement. Delivery occurs when product is shipped, for its OEM distribution arrangements, or delivered via a license key, for our license upgrade agreements. | |
        Wave enters into perpetual software license agreements through direct sales to customers and indirect sales through its OEM partners, distributors and resellers with the end users of the products distributed by the OEMs. Wave has defined its two classes of end user customers as large and small based on those with orders in excess of 5,000 licenses and those with less than 5,000 licenses, respectively. These license upgrade agreements generally include a maintenance component. For arrangements with multiple elements, including software licenses, maintenance and/or services, revenue is allocated and deferred in amounts equivalent to the vendor specific objective evidence ("VSOE") of fair value for the undelivered elements and the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as license revenue. VSOE of fair value is based upon the price for which the undelivered element is sold separately. | |
        Beginning in the quarter ended March 31, 2011, Wave had sufficient independent maintenance renewals to establish VSOE of fair value of maintenance for its small class of customers. Through December 31, 2013, Wave continues to lack sufficient independent maintenance renewals to establish VSOE for its large customer class. As a result, beginning in the quarter ended March 31, 2011, for the small customer class, Wave has allocated the arrangement consideration to the elements in multi-element arrangements using the residual method. Under the residual method, the VSOE of the undelivered elements is deferred and the remaining portion of the arrangement fee for perpetual licenses is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. | |
        When VSOE of fair value for the undelivered elements does not exist, as is still the case for Wave's large customer class, the entire arrangement fee is recognized ratably over the performance period as licensing and maintenance revenue. At December 31, 2013, Wave's deferred revenue consists of the unamortized maintenance for sales to its small class of customers and bundled license and maintenance arrangements where VSOE does not exist. | |
        Safend receives revenue from licensing its endpoint data loss protection products and services through its distribution channels. Safend applies software revenue recognition guidance to all transactions except those where no software is involved. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Persuasive evidence is generally a binding purchase order or license agreement. Delivery occurs when product is delivered via a license key. | |
        Safend enters into perpetual software license agreements through direct sales to customers and indirect sales through its OEM partners, distributors and resellers. These license arrangements, generally also include a maintenance component. For arrangements with multiple elements, including software licenses, maintenance and/or services, revenue is allocated and deferred in amounts equivalent to the VSOE of fair value for the undelivered elements and the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as licensing revenue. VSOE of fair value is based upon the price for which the undelivered element is sold separately. | |
        Safend has VSOE of fair value of maintenance for Protector product. As a result Safend allocates the arrangement consideration among the elements in its multi-element arrangements using the residual method. Under the residual method, the VSOE of the undelivered elements is deferred and the remaining portion of the arrangement fee for perpetual licenses is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. When VSOE of fair value for the undelivered elements does not exist, as is the case for maintenance for its Safend's Encryptor, Inspector, Discover, Reporter and Auditor products, the entire arrangement fee is recognized ratably over the performance period as licensing and maintenance revenue. | |
        Licensing and maintenance—cost of net revenues includes customer support personnel costs, foreign tax withholdings, amortization expense of the developed technology intangible asset, costs associated with providing consulting services and related share-based compensation expense. | |
Services | |
        Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized using the percentage of completion method. The Company measures the percentage of completion by reference to the proportion of contract hours incurred for work performed to date to the estimated total contract hours expected to be incurred. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. | |
        Services—cost of net revenues includes non-recurring government time and materials costs incurred in connection with a contract with the United States Department of Defense and related share-based compensation expense. | |
(q)Â Â Â Â Reclassifications | |
        Certain amounts in the Company's prior period consolidated financial statements have been reclassified to conform to the current period presentation including $389,000 of support expense from selling, general and administrative expense to licensing and maintenance—cost of net revenue for the year ended December 31, 2012. | |
        All references to common shares and per common share amounts of the Company have been adjusted to give effect to the implementation of a 1-for-4 reverse stock split of the Company's authorized and issued common stock which was effected on July 1, 2013. See Note 2 above. | |
Secured_Borrowings_and_Pledged
Secured Borrowings and Pledged Receivables | 12 Months Ended |
Dec. 31, 2013 | |
Secured Borrowings and Pledged Receivables | ' |
Secured Borrowings and Pledged Receivables | ' |
(5) Secured Borrowings and Pledged Receivables | |
        Pursuant to agreements entered into on April 23, 2012 with The Receivables Exchange ("TRE") and on November 26, 2013 with CapFlow Funding Group Managers LLC ("CapFlow), both of which are unrelated third parties, Wave has transferred certain accounts receivable to buyers which are accounted for as secured borrowings. The transferred receivables are classified as pledged receivables and Wave's obligation to repurchase the transferred receivables is presented as secured borrowings on the consolidated balance sheet. The carrying value of each secured borrowing approximates 85% of each associated pledged receivable and takes into consideration a 15% holdback provision per the TRE and CapFlow agreements. The customers' payment of the pledged receivables constitutes the repayment of the related amounts borrowed. The respective financial institution will then remit the remaining 15% holdback to Wave less interest. Beginning on November 26, 2013 Wave no longer transfers accounts receivable to TRE and utilizes CapFlow exclusively. The interest rate on the secured borrowings was 1.50% for every thirty days outstanding. | |
        With Wave's approval, CapFlow establishes arrangements with buyers providing for borrowings that are secured by our accounts receivable, and for which recourse exists against Wave. Wave can be required to repurchase the receivables under certain circumstances in case of specific defaults by our customers as set forth in the program terms. CapFlow acts as the servicing agent for receivables transferred to buyers. CapFlow collects the pledged receivables from Wave's customers and makes the repayment to the buyers on its behalf once the receivables are collected. | |
        At December 31, 2013 and 2012, receivables totaling $1,683,188 and $1,801,683, respectively, were transferred to CapFlow, and TRE, respectively, remain uncollected and are subject to repurchase. The secured borrowings totaled $1,430,710 and $1,537,710 as of December 31, 2013 and 2012, respectively. Wave recognized $117,907 and $123,065 of interest expense associated with the secured borrowings for year ended December 31, 2013 and 2012, respectively. Proceeds from the transfer of receivables are included in cash provided by operating activities in the consolidated statements of cash flows. Proceeds from the transfer of pledged receivables were $8,316,898 and $10,531,356 for the years ended December 31, 2013 and 2012, respectively. CapFlow and TRE collected $6,886,188 and $8,993,646 of pledged receivables in the years ended December 31, 2013 and 2012, respectively, which thereby reduced Wave's repurchase obligation and were accounted for as reductions of pledged receivables and secured borrowings on the consolidated balance sheet. No pledged receivables were repurchased by the Company during the years ended December 31, 2013 and 2012. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
(6) Related Party Transactions | |
        Per an employment agreement with the Company, Steven Sprague, Wave's former President and Chief Executive Officer, was entitled to a lump sum payment equal to three (3) years base salary should his employment with the Company terminate without cause or in certain other circumstances. During the fourth quarter of 2013, the Company recorded an expense of approximately $1,013,000 as a result of Mr. Sprague's termination effective as of October 6, 2013. As of December 31, 2013, approximately $976,000 remains unpaid and is included in accounts payable and accrued expenses. Mr. Sprague continues to serve Wave as a member of the Board of Directors. | |
        Peter Sprague, the father of Steven Sprague, was paid a salary of $134,200, $134,200, and $134,160 for the years ended December 31, 2013, 2012, and 2011, respectively. Peter Sprague earned bonuses of $-0-, $30,000 and $125,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |
        Michael Sprague, the brother of Steven Sprague and the son of Peter Sprague, was paid a salary of $189,300, $189,300 and $189,280 for the years ended December 31, 2013, 2012 and 2011, respectively. Michael Sprague earned bonuses of $-0-, $45,000 and $55,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |
        On September 16, 2013 Wave entered into a Software Development and License Agreement ("the Development Agreement") with EXO5, LLC ("EXO5"). EXO5 is a company owned by Richard Lee, an experienced software project manager who joined Wave in September 2011 as Project Manager for Cloud Services. Pursuant to the Development Agreement, Wave issued EXO5 372,578 shares of Class A Common Stock valued at $500,000 to acquire a perpetual license for EXO5's Cloud Application Platform ("the Platform"). | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
(7) Property and Equipment | ||||||||
        Property and equipment as of December 31 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Computer equipment | $ | 4,391,637 | $ | 4,274,386 | ||||
Furniture, fixtures and improvements | 812,977 | 822,290 | ||||||
Computer software | 2,725,290 | 2,684,479 | ||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
7,929,904 | 7,781,155 | |||||||
Less: Accumulated depreciation and amortization | (7,333,084 | ) | (6,909,587 | ) | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 596,820 | $ | 871,568 | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        Depreciation and amortization expense on property and equipment amounted to approximately $461,000 $535,000 and $399,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
Acquisition_of_Safend_Ltd
Acquisition of Safend, Ltd. | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Acquisition of Safend, Ltd. | ' | ||||
Acquisition of Safend, Ltd. | ' | ||||
(8) Acquisition of Safend, Ltd. | |||||
        On September 22, 2011, Wave completed its acquisition of Safend, a company incorporated under the laws of Israel. Safend provides endpoint data loss protection solutions, including port and device control, encryption for removable media and content inspection and discovery. The goodwill recorded in connection with this business combination is primarily related to the ability of the acquired company to develop new products and technologies in the future and expected synergies to be achieved in connection with the acquisition. The goodwill recognized is not expected to be deductible for income tax purposes. Transaction costs associated with this business combination consisted primarily of legal fees which were expensed as incurred, and are included in general and administrative expenses in the consolidated statement of operations. Such transaction costs were approximately $405,000 for the year ended December 31, 2011. | |||||
        The fair value of consideration transferred was $12,477,528. The fair value of consideration consisted of $1.1 million in cash and 1,316,844 shares of Wave Class A common stock valued at the September 22, 2011 closing price of $8.64 per share. There is no contingent consideration related to this transaction. The assets, liabilities and operating results of Safend have been reflected in Wave's consolidated financial statements from the date of acquisition. | |||||
Allocation of Purchase Price | |||||
        The total purchase price paid for the 100% equity interest in Safend has been allocated to the acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition. As part of the process, Wave performed a preliminary valuation analysis to determine the fair values of certain assets and liabilities of Safend as of the acquisition date. The determination of the value of these components required Wave to make various estimates and assumptions. Critical estimates in valuing certain of the intangible assets include, but are not limited to, the net present value of future expected cash flows from product sales and services. The fair value of deferred revenue was determined based on the estimated direct cost of fulfilling the obligation to the customer plus a normal profit margin, while the fair value for all other assets and liabilities acquired was determined based on estimated future benefits or legal obligations associated with the respective asset or liability. The excess of the purchase price over the net identifiable intangible assets, other identifiable assets acquired and assumed liabilities has been recorded as goodwill. Goodwill has been reflected in the Safend segment. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. | |||||
Costs to acquire: | |||||
Cash payment | $ | 1,100,000 | |||
Stock-based consideration | 11,377,528 | ||||
​ | ​ | ​ | ​ | ​ | |
Total | $ | 12,477,528 | |||
Allocated to: | |||||
Cash and cash equivalents | $ | 296,685 | |||
Accounts receivable | 469,461 | ||||
Prepaid expenses and other current assets | 557,153 | ||||
Long-term prepaid expenses | 12,197 | ||||
Property and equipment | 133,235 | ||||
Acquired intangible assets | 10,578,000 | ||||
Accounts payable and accrued expenses | (1,209,764 | ) | |||
Royalty liability | (4,043,000 | ) | |||
Deferred revenue | (1,565,704 | ) | |||
​ | ​ | ​ | ​ | ​ | |
Net assets acquired | $ | 5,228,263 | |||
Charge for adjustments to working capital | $ | 1,033,206 | |||
Allocation to goodwill | $ | 6,216,059 | |||
Adjustments for Receivables and Deferred Revenue | |||||
        As previously reported, the Company determined that certain previously filed financial statements relating to Safend should not be relied upon due to certain accounting errors including: (i) improperly applied revenue recognition criteria, (ii) a bookkeeping error in the accounting for deferred revenue, and (iii) certain accounts receivable deemed to be uncollectible. As a result of these errors, in the preliminary purchase price allocation reported by the Company during the third quarter ended September 30, 2011, acquired accounts receivable were overstated by $649,480 and acquired deferred revenue was understated by $383,726. | |||||
        The Company corrected the initial allocation of the purchase price to properly state the acquired receivables and deferred revenue. The errors amounted to $1,033,206 in the aggregate, the details of which have been reflected in the table above. Pursuant to the terms of the Share Purchase Agreement to acquire Safend (SPA) as part of the closing, 150,181 Wave shares with a value at September 22, 2011 of approximately $1,300,000 were placed into escrow with two thirds of the amount to be released 12 months subsequent to the closing date and one third to be released after an additional 6 months. Pursuant to the terms of the SPA, the Company was provided 60 days subsequent to the closing date of September 22, 2011 to present a final working capital statement and any negative adjustment to the purchase price based on final working capital being below an agreed upon target. The selling shareholders would have 45 days to review and dispute any such adjustment. The SPA called for adjudication by an independent accounting firm of any proposed adjustments to the working capital statement if not agreed upon by the Company and the selling shareholders. Once determined, any adjustment to the purchase price based upon working capital being below the agreed upon target would have resulted in a return of that value to the Company from the shares held in escrow. Because management did not identify the errors during the 60 day period, the Company did not propose to adjust the final working capital statement or the purchase price. The errors were subsequently identified during the preparation of the Company's consolidated financial statements for the year ended December 31, 2011. As a result of the foregoing, the financial impact of these errors was recorded in the Company's consolidated statement of operations during the three months ended December 31, 2011. None of the escrow shares have been released as of December 31, 2013. | |||||
Adjustment for Royalty Obligation | |||||
        Safend has received grants from the government of Israel through the Office of the Chief Scientist of Israel's Ministry of Industry, Trade and Labor ("OCS"), for the financing of a portion of its research and development expenditures in Israel. Safend is required to pay back the grants to the Israeli government based on royalty rate of 3.5% of total Safend revenues and there is no termination date for the payments. The Israeli government charges interest at LIBOR for any outstanding grant amounts due to be repaid. As part of the preliminary purchase price allocation recorded in the third quarter ended September 30, 2011, the Company did not record the fair value of the obligation to the Israeli government associated with these grants. The total value of the grants owed as of September 22, 2011 was approximately $5.4 million and the Company determined the fair value of this liability was $4,043,000. In connection with this adjustment, the Company also revised the amounts which had previously been recorded for acquired intangible assets in the amount of $1,770,000 and goodwill in the amount of $2,273,000. These amounts have been reflected in the table above. The Company concluded that while the adjustment to the OCS liability and corresponding adjustments to intangible assets and goodwill affected the purchase price allocation and the balance sheet at September 30, 2011, they were not the result of new information obtained during the measurement period. At December 31, 2013 and 2012 this liability amounted to $4,673,629 and $4,696,127, respectively, reflecting additional grants received since the acquisition date, less amounts repaid since the acquisition date and accretion of the discount. The Company's discount is accreted using the effective interest method. | |||||
Unaudited Pro Forma Financial Information | |||||
        The consolidated results of operations include the results of Safend since the acquisition date of September 22, 2011. Had the Company completed the acquisition at the beginning of 2011, in its consolidated results of operations, the net revenue, net loss and loss per share would have been as follows: | |||||
Twelve Months | |||||
Ended | |||||
December 31, | |||||
2011 | |||||
Net revenue | $ | 40,378,944 | |||
Operating loss | $ | (13,242,454 | ) | ||
Net loss | $ | (13,095,178 | ) | ||
Basic and diluted EPS—Net loss | $ | (0.60 | ) |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
(9) Goodwill and Intangible Assets | |||||||||||||||||
Goodwill | |||||||||||||||||
        The following schedule presents the changes in the carrying amount of goodwill associated with the Safend unit during the years ended December 31, 2013 and 2012: | |||||||||||||||||
Balance as of December 31, 2011 | $ | 6,216,059 | |||||||||||||||
Impairment loss | (2,178,059 | ) | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Balance as of December 31, 2012 | 4,038,000 | ||||||||||||||||
Impairment loss | (2,590,000 | ) | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Balance as of December 31, 2013 | $ | 1,448,000 | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
        Wave tests goodwill for impairment annually on September 30 and during interim periods whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Wave uses a fair value approach in testing goodwill for impairment in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. The Company completed its annual goodwill impairment test as of September 30, 2013 which resulted in no impairment of goodwill. | |||||||||||||||||
        During the fourth quarter of 2012 and the first quarter of 2013, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for the Safend reporting unit. These indicators included, among others, significantly lower than expected revenue, identification of increased competition for transactions involving Safend products, inability of the combined sales force to close large transactions and downward revisions to management's short-term and long-term forecast for Safend. The revised forecast reflected changes related to revenue growth rates, current market trends, expected deal synergies and other expectations impacting the anticipated short-term and long-term operating results of Safend. Due to the aforementioned indicators, the Company concluded that there were qualitative factors for the Safend unit that indicated it is more likely than not that the fair value of the Safend reporting unit was less than its carrying amount. | |||||||||||||||||
        The Company estimates the fair value of its reporting units using the income approach. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows. The inputs used for the income approach are significant unobservable inputs, or Level 3 inputs, as described in ASC Topic 820, Fair Value Measurement. | |||||||||||||||||
        When indicators of impairment are present, such as those noted above, the Company tests long-lived assets (other than goodwill) for recoverability by comparing the carrying value of an asset group to its undiscounted cash flows. Based on the results of the recoverability test during the first quarter of 2013 and fourth quarter of 2012, the Company determined that the carrying value of the Safend asset group exceeded its undiscounted cash flows and was therefore not recoverable. The Company estimated the fair value of the intangible assets under an income approach as described above. Based on the analysis, the Company recorded impairment charges of $1.6 million and $5.3 million on intangible assets during the first quarter of 2013 and fourth quarter of 2012, respectively. The decline in the fair value of the Safend intangible assets is attributable to the same factors as discussed above for the fair value of the Safend reporting unit. | |||||||||||||||||
        After adjusting the carrying value of the reporting unit for the impairment of the intangibles noted above in the first quarter of 2013 and the fourth quarter of 2012, the Company completed the two step goodwill impairment test for the Safend reporting unit. This test resulted in an implied fair value of goodwill substantially below the carrying value of the goodwill. As a result, the Company recorded a goodwill impairment charge of $2.2 million during the fourth quarter of 2012, which resulted in a $4.0 million remaining carrying value of Safend goodwill as of December 31, 2012 and an additional goodwill impairment charge of $2.6 million during the first quarter of 2013, which resulted in a $1.4 million remaining carrying value of Safend goodwill as of December 31, 2013. The goodwill impairment charge totaling approximately $2.6 million for the year ended December 31, 2013 and the impairment charge totaling approximately $4.1 million for the year ended December 31, 2012 which consists of the goodwill impairment of approximately $2.2 million and an additional $1.9 million of impairment on the customer relationship and in-process technology intangible assets, are included in the impairment of goodwill and intangible assets line item in the consolidated statements of operations. The developed technology impairment charge of approximately $1.6 million and $3.4 million for the years ended December 31, 2013 and 2012, respectively, are included in the licensing and maintenance—cost of net revenues line item in the consolidated statements of operations. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
        The following schedule presents the details of intangible assets as of December 31, 2013 and 2012: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Intangible Asset | Gross | Accumulated | Accumulated | Net | Weighted | ||||||||||||
Carrying | Amortization | Impairment | Average | ||||||||||||||
Amount | Loss | Remaining | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Developed Technology | $ | 6,426,000 | $ | (1,266,803 | ) | $ | (5,038,100 | ) | $ | 121,097 | 4.8 | ||||||
In-Process Technology | 90,000 | — | (90,000 | ) | — | — | |||||||||||
Customer Relationships | 3,972,000 | (697,327 | ) | (1,786,673 | ) | 1,488,000 | 7.8 | ||||||||||
Trade Name | 90,000 | (90,000 | ) | — | — | — | |||||||||||
Internal-use software | 726,000 | (37,510 | ) | — | 688,490 | 4.8 | |||||||||||
Acquired Patents | 1,100,000 | (806,667 | ) | — | 293,333 | 1.4 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | 12,404,000 | $ | (2,898,307 | ) | $ | (6,914,773 | ) | $ | 2,590,920 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
December 31, 2012 | |||||||||||||||||
Intangible Asset | Gross | Accumulated | Accumulated | Net | Weighted | ||||||||||||
Carrying | Amortization | Impairment | Average | ||||||||||||||
Amount | Loss | Remaining | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Developed Technology | $ | 6,426,000 | $ | (1,167,900 | ) | $ | (3,423,100 | ) | $ | 1,835,000 | 5.8 | ||||||
In-Process Technology | 90,000 | — | (90,000 | ) | — | — | |||||||||||
Customer Relationships | 3,972,000 | (505,327 | ) | (1,786,673 | ) | 1,680,000 | 8.8 | ||||||||||
Trade Name | 90,000 | (90,000 | ) | — | — | ||||||||||||
Acquired Patents | 1,100,000 | (586,667 | ) | 513,333 | 2.4 | ||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | 11,678,000 | $ | (2,349,894 | ) | $ | (5,299,773 | ) | $ | 4,028,333 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        Amortization expense associated with intangible assets was approximately $548,000, $1,597,000 and $606,000 for the years ended December 31, 2013, 2012 and 2011 respectively. The estimated amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands): | |||||||||||||||||
Period | Estimated | ||||||||||||||||
Amortization | |||||||||||||||||
Expense | |||||||||||||||||
2014 | $ | 583 | |||||||||||||||
2015 | 436 | ||||||||||||||||
2016 | 363 | ||||||||||||||||
2017 | 363 | ||||||||||||||||
2018 | 319 | ||||||||||||||||
Thereafter | 527 | ||||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Total | $ | 2,591 | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Payable and Accrued Expenses | ' | |||||||
Accounts Payable and Accrued Expenses | ' | |||||||
(10) Accounts Payable and Accrued Expenses | ||||||||
        The following schedule presents the details of accounts payable and accrued expenses as of December 31, 2013 and 2012: | ||||||||
2013 | 2012 | |||||||
Accounts payable | $ | 1,808,335 | $ | 1,973,106 | ||||
Accrued payroll and related costs | 3,878,131 | 4,100,859 | ||||||
Accrued consulting and professional fees | 50,000 | 25,000 | ||||||
Royalty liability | 164,000 | 210,000 | ||||||
State & local taxes payable | 23,300 | 29,734 | ||||||
Funded software development | — | 600,000 | ||||||
Other accrued expenses | 865,508 | 632,024 | ||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total accounts payable and accrued expenses | $ | 6,789,274 | $ | 7,570,723 | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Preferred Stock | ' |
Preferred Stock | ' |
(11) Preferred Stock | |
        Wave has authorized the issuance of 2,000 shares of convertible preferred stock having a par value of $.01 per share. At December 31, 2013, 2012 and 2011, -0- shares of convertible preferred stock are issued and outstanding. | |
Common_Stock
Common Stock | 12 Months Ended |
Dec. 31, 2013 | |
Common Stock | ' |
Common Stock | ' |
(12) Common Stock | |
        During the year ended December 31, 2013, Wave received proceeds of $5,352,893 after deducting offering costs of approximately $177,000, in connection with the issuance of 3,811,523 shares of Class A Common Stock in its at the market offerings through MLV. The shares were sold at prices ranging from $0.90 - $2.90 per share. | |
        On December 18, 2013, Wave sold 1,253,351 shares of Class A Common Stock at $0.9725 per share for gross proceeds of $1,218,884. This financing was completed under the 2013 shelf registration statement. Wave also issued warrants to the subscribers to purchase 626,674 shares of Class A common stock at an exercise price of $0.91 per share. These warrants expire on December 18, 2018. SRA entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $1,116,000 in net proceeds after deducting the placement agent fees of approximately $73,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. In connection with the financing, Wave also issued warrants to SRA to purchase up to 75,201 shares of Wave Class A Common Stock for $0.91 per share. These warrants expire on December 18, 2018. | |
        On September 16, 2013 Wave entered into the Development Agreement with EXO5. EXO5 is a company owned by Richard Lee, an experienced software project manager who joined Wave in September 2011 as Project Manager for Cloud Services. Pursuant to the Development Agreement, Wave issued EXO5 372,578 shares of Class A Common Stock valued at $500,000 to acquire a perpetual license for EXO5's Platform. Wave also entered into separate statements of work with EXO5 to develop a SED Management Feature to incorporate with the licensed Platform to allow for the management of SED's in the cloud. The cost associated with the issuance of Class A Common Stock and the development costs, which were paid in cash, have been accounted for in accordance with ASC Topic 350-40 Internal-Use Software and these costs have led to the creation of Wave's hosted cloud platform. Customers can access Wave's cloud platform on a subscription basis. | |
        On July 25, 2013, Wave sold 1,204,470 shares of Class A Common Stock at $1.27 per share for gross proceeds of $1,529,677. This financing was completed under the 2011 shelf registration statement. SRA entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay SRA a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $1,408,000 in net proceeds after deducting the placement agent fees of approximately $92,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. In connection with the financing, Wave also issued warrants to SRA to purchase up to 72,268 shares of Wave Class A Common Stock for $1.27 per share. These warrants expire on July 25, 2016. | |
        On April 23, 2013, Wave sold 1,585,000 shares of Class A Common Stock at $2.00 per share for gross proceeds of $3,170,000. This financing was completed under the 2011 shelf registration statement. Dawson entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. Wave agreed to pay Dawson a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $2,920,000 in net proceeds after deducting the placement agent fees of $190,200 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. In connection with the financing, Wave also issued warrants to the subscribers to purchase up to 792,500 shares of Wave Class A Common Stock for $2.48 per share. These warrants expire on October 23, 2018. | |
        On March 13, 2013, Wave entered into agreements with certain institutional investors for a private placement of 301,205 shares of its Class A Common Stock at a price of $3.32 per share, yielding gross proceeds of $1,000,000. Wave agreed to pay Dawson, the placement agent, a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $910,000 in net proceeds after deducting the placement agent fees of $60,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. Wave also issued warrants to the subscribers to purchase 150,603 shares of Class A common stock at an exercise price of $3.32 per share. These warrants expire in October 2018. | |
        During year ended December 31, 2013, Wave received gross proceeds of $42,039 in connection with the issuance of 12,983 shares of Class A Common Stock upon the exercise of employee stock options. The employee stock options were exercised at $3.24 per share. | |
        During the year ended December 31, 2012, Wave received proceeds of $9,053,593 after deducting offering costs of approximately $290,000, in connection with the issuance of 1,973,267 shares of Class A Common Stock in its at the market offerings through MLV & Co. LLC ("MLV"). The shares were sold at prices ranging from $2.60 - $9.12 per share. | |
        On October 23, 2012, Wave sold 831,188 shares of Class A Common Stock at $4.01 per share for gross proceeds of $3,333,062. This financing was completed under a shelf registration filed with the SEC on June 21, 2011. Wave realized approximately $3,073,000 in net proceeds after deducting the placement agent fees of $199,984 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. Wave also issued warrants to the subscribers to purchase 415,594 shares of Class A common stock at an exercise price of $3.76 per share. These warrants expire in October 2017. | |
        On August 8, 2012, Wave sold 646,956 shares of Class A Common Stock at $2.57 per share for gross proceeds of $1,662,677. This financing was completed under a shelf registration filed with the SEC on June 21, 2011. Wave realized approximately $1,533,000 in net proceeds after deducting the placement agent fees of $99,761 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. In connection with the financing, Wave also issued warrants to the subscribers to purchase 323,478 shares of Wave Class A Common Stock for $2.32 per share. These warrants expire on August 8, 2015. Wave also issued a warrant to the placement agent (as part of the fees paid to the placement agent) that will allow the placement agent to acquire 38,817 shares of Wave Class A Common Stock for $2.32 per share. This warrant expires on August 8, 2015. | |
        During 2012, Wave received gross proceeds of $320,500 in connection with the issuance of 145,000 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of Wave's 2012 and 2009 financings. The warrants were exercised at prices ranging from $2.20 - $2.32 per share. Additionally, 10,111 shares of Class A Common Stock were issued to SRA upon the partial cashless exercise of warrants that were granted to SRA in its capacity as placement agent as part of Wave's 2009 financings (See Note 14). | |
        During 2012, Wave received gross proceeds of $79,503 in connection with the issuance of 22,800 shares of Class A Common Stock upon the exercise of employee stock options. The employee stock options were exercised at exercise prices ranging from $2.08 - $7.80 per share. | |
        On September 22, 2011, Wave paid consideration with an aggregate value of U.S. $12,477,528, subject to post-closing adjustments for working capital, cash, indebtedness and transaction expenses (the "total consideration") to Safend in exchange for all of the issued and outstanding share capital of Safend. The total consideration consisted of $1,100,000 in cash and 1,316,844 shares of Wave's Class A Common Stock with a deemed value equal to $11,377,528 (based on the September 22, 2011 closing price). | |
        During 2011, Wave received gross proceeds of $1,260,288 in connection with the issuance of 502,059 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of Wave's 2009 and 2008 financings. The warrants were exercised at exercise prices ranging from $1.12 - $4.62 per share. Additionally, 20,826 shares of Class A Common Stock were issued to SRA upon the partial cashless exercise of warrants that were granted to SRA in its capacity as placement agent as part of Wave's 2009 and 2008 financings (See Note 14). | |
        During 2011, Wave received gross proceeds of $806,119 in connection with the issuance of 124,655 shares of Class A Common Stock upon the exercise of employee stock options. The employee stock options were exercised at exercise prices ranging from $2.00 - $14.16 per share. | |
        On December 1, 2013, Wave issued 93,916 shares of Class A common stock to Wave employees for $0.9775 per share, pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $91,803 from the sale of these shares. | |
        On June 1, 2013, Wave issued 132,970 shares of Class A common stock to Wave employees for $1.29 per share, pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $171,796 from the sale of these shares. | |
        On December 1, 2012, Wave issued 89,571 shares of Class A Common Stock to Wave employees for $2.144 per share, pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $191,862 from the issuance of these shares. | |
        On June 1, 2012, Wave issued 139,480 shares of Class A Common Stock to Wave employees for $3.40 per share pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $474,233 from the issuance of these shares. | |
        On December 1, 2011, Wave issued 49,395 shares of Class A Common Stock to Wave employees for $7.648 per share, pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $377,873 from the issuance of these shares. | |
        On June 1, 2011, Wave issued 46,884 shares of Class A Common Stock to Wave employees for $9.316 per share pursuant to the Wave 2004 Employee Stock Purchase Plan. Wave received proceeds of $436,771 from the issuance of these shares. | |
Sharebased_Compensation
Share-based Compensation | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Share-based Compensation | ' | |||||||||||||||||||
Share-based Compensation | ' | |||||||||||||||||||
(13) Share-based Compensation | ||||||||||||||||||||
Employee Stock Option Plans | ||||||||||||||||||||
1994 Employee Stock Option Plan | ||||||||||||||||||||
        In January 1994, Wave adopted the 1994 Employee Stock Option Plan (the "1994 Plan"). The total number of shares of Class A Common Stock reserved for issuance under the 1994 Plan, as amended is 6,000,000 shares. The 1994 Plan Expires on July 1, 2014. Under the 1994 Plan, both incentive stock options and non-qualified stock options may be granted to officers, key employees and other persons providing services to Wave. Options granted under the plan generally vest over three years and expire ten years from the date of grant. In January 1994, Wave adopted the Non-Employee Directors Stock Option Plan (the "Directors' Plan"). The total number of shares of Class A Common Stock reserved for issuance under the Directors' Plan, as amended, is 250,000 shares. Under the Directors' Plan, as amended, each director who is not an employee of Wave receives an initial grant of options to purchase 15,000 shares of Class A Common Stock; and an additional annual grant to purchase 15,000 shares on the day immediately following each of the dates on which an incumbent director is reelected. The options granted to non-employee directors vest on the day following the grant and expire ten years from the date of grant. Under all of Wave's stock option plans, options are granted with exercise prices that approximate fair market value at the date of grant. All of Wave's stock option plans and amendments thereto have been approved by shareholder vote. | ||||||||||||||||||||
        Wave recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Purchase Plan. Wave estimates the fair value of stock-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations. | ||||||||||||||||||||
        Stock-based compensation expense recognized for the years ended December 31, 2013, 2012 and 2011 was $1,694,842, $4,830,831 and $5,379,961, respectively. The classification of the cost of share based compensation, in the statement of operations, is consistent with the nature of the services being rendered in exchange for the share based payment. | ||||||||||||||||||||
        The following table summarizes the effect of share based compensation in Wave's statement of operations for the years ended December 31: | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Cost of Sales | $ | 28,084 | $ | 47,371 | $ | 54,454 | ||||||||||||||
Selling, General & Administrative | 1,250,543 | 3,400,978 | 3,845,116 | |||||||||||||||||
Research & Development | 416,215 | 1,382,482 | 1,480,391 | |||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
Total | $ | 1,694,842 | $ | 4,830,831 | $ | 5,379,961 | ||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
        Wave uses the Black-Scholes-Merton option pricing model to value stock options. The Black-Scholes-Merton model requires the use of employee exercise behavior data and the use of a number of assumptions including volatility of the company's stock price, the weighted-average risk-free interest rate and the weighted-average expected term of the options. As Wave does not pay dividends on its Class A common stock, the dividend rate variable in the Black-Scholes-Merton model is zero. | ||||||||||||||||||||
        The following values for the indicated variables were used to value options granted during the years ended December 31: | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Stock Option | Stock Purchase | Stock Option | Stock Purchase | |||||||||||||||||
Plans | Plan | Plans | Plan | |||||||||||||||||
Expected Term | 4.5 Years | 6 Months | 4.9 Years | 6 Months | ||||||||||||||||
Risk-free Rate—range | 0.65% - 1.68% | 0.08% - 0.10% | 0.57% - 1.20% | 0.12% - 0.14% | ||||||||||||||||
Risk-free Rate—wt. avg. | 1.09% | 0.10% | 0.85% | 0.13% | ||||||||||||||||
Expected Volatility—range | 88.4% - 98.1% | 89.6% - 90.8% | 91.8% - 96.0% | 62.6% - 95.6% | ||||||||||||||||
Expected Volatility—wt. avg. | 93.90% | 90.50% | 92.50% | 75.50% | ||||||||||||||||
Dividend Yield | 0% | 0% | 0% | 0% | ||||||||||||||||
        The volatility assumptions are based on the historical daily price data of Wave's stock over a period equivalent to the weighted average expected term of the options. Management did not identify any factors during that period which were unusual and which would distort the volatility figure if used to estimate future volatility. | ||||||||||||||||||||
        The risk-free interest rate assumption is based upon the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of the option granted. | ||||||||||||||||||||
        The expected term of employee stock options represents the weighted average period that the stock options are expected to remain outstanding. For Wave's stock option plans, it is based upon an analysis of the historical behavior of option holders during the period from January 1, 2009 to December 31, 2013. Management believes historical data is representative of future exercise behavior. For Wave's Employee Stock Purchase Plan, the expected term of six months, is the length of each purchase period, pursuant to the plan. | ||||||||||||||||||||
        As stock-based compensation expense recognized in the consolidated statement of operations is based on awards ultimately expected to vest, stock-based compensation expense reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience. | ||||||||||||||||||||
        A summary of option activity for all Wave option plans through December 31, 2013 follows: | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | |||||||||||||||
Shares | Average | Shares | Average | Shares | Average | |||||||||||||||
Exercise | Exercise | Exercise | ||||||||||||||||||
Price | Price | Price | ||||||||||||||||||
Balance at beginning of year | 3,341,575 | $ | 9.51 | 2,936,392 | $ | 10.2 | 2,510,583 | $ | 9.88 | |||||||||||
Granted | 950,222 | 2.69 | 732,081 | 8.2 | 714,036 | 15.92 | ||||||||||||||
Forfeited | (495,396 | ) | 7.63 | (123,875 | ) | 10.88 | (41,990 | ) | 12.76 | |||||||||||
Expired | (399,864 | ) | 10.55 | (180,223 | ) | 15.2 | (121,582 | ) | 40.8 | |||||||||||
Exercised | (12,983 | ) | 3.24 | (22,800 | ) | 3.48 | (124,655 | ) | 6.48 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Balance at end of year | 3,383,554 | 7.78 | 3,341,575 | 9.51 | 2,936,392 | 10.2 | ||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Exercisable at end of year | 2,304,154 | 8.94 | 2,129,510 | $ | 8.68 | 1,667,443 | $ | 9.12 | ||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Additional shares available for grant at end of year | 2,371,405 | 1,146,683 | 1,384,504 | |||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        The weighted average grant date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 was $1.89, $5.72 and $10.28, respectively. | ||||||||||||||||||||
        The weighted average remaining contractual term for options outstanding and options exercisable at December 31, 2013 were 6.0 and 4.6 years, respectively. | ||||||||||||||||||||
        As of December 31, 2013, unrecognized stock-based compensation related to stock options was approximately $1,355,000. At December 31, 2013, the weighted average period this cost is expected to be expensed is 1.3 years. The total fair value of shares that vested during the years ended December 31, 2013, 2012 and 2011 was approximately $4,405,000, $3,996,000 and $2,054,000, respectively. | ||||||||||||||||||||
        As of December 31, 2013, the intrinsic value of outstanding, vested and currently exercisable share options was $-0-. | ||||||||||||||||||||
        The following table summarizes information about stock options outstanding under the Wave stock options plans as of December 31, 2013: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||
Exercise Price Range | Number | Weighted | Weighted | Number | Weighted | |||||||||||||||
Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
Remaining | Exercise | Exercise | ||||||||||||||||||
Contractual Life | Price | Price | ||||||||||||||||||
$0.25 - $3.50 | 862,763 | 6.7 | $ | 2.24 | 477,177 | $ | 3.14 | |||||||||||||
$3.51 - $7.00 | 427,385 | 8.4 | $ | 3.99 | 81,852 | $ | 4.54 | |||||||||||||
$7.01 - $8.00 | 784,312 | 3.2 | $ | 7.65 | 783,479 | $ | 7.65 | |||||||||||||
$8.01 - $12.00 | 727,738 | 5.7 | $ | 9.2 | 473,193 | $ | 9.34 | |||||||||||||
$12.01 - $18.00 | 161,010 | 3.4 | $ | 13.2 | 149,861 | $ | 13.19 | |||||||||||||
$18.01 - $20.00 | 355,083 | 5.3 | $ | 18.36 | 272,329 | $ | 18.36 | |||||||||||||
$20.01 - $25.00 | 65,263 | 0.1 | $ | 20.13 | 65,263 | $ | 20.16 | |||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
3,383,554 | 2,304,154 | |||||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
1999 Wavexpress Stock Incentive Plan | ||||||||||||||||||||
        In April 2000, the board of directors of Wavexpress authorized the establishment of a stock option plan. The total number of shares of Wavexpress' Class A Common Stock subject to the Plan was 2,500,000. Options terminated upon the earlier of the date of expiration of the option or upon termination of the employment relationship between Wavexpress and the optionee for any reason other than death, disability or retirement. | ||||||||||||||||||||
        Employees were entitled to exercise their options on dates determined by Wavexpress' Compensation Committee of the Board of Directors. Vesting provisions for options granted generally ranged from immediate vesting to pro rata vesting over a three-year period. | ||||||||||||||||||||
        No options were granted under the Wavexpress stock option plan during the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||||
        In November 2004, the Board of Directors adopted the Wave Systems Corp. 2004 Employee Stock Purchase sold to eligible employees at a 15% discount from the market value of the shares. The Purchase Plan was ratified by a shareholder vote at Wave's 2005 annual shareholder meeting on May 23, 2005. Under the terms of the Purchase Plan, employees may elect to have withheld, up to 15% of their base earnings to purchase these shares during each offering period, up to a maximum of $25,000 in market value of Wave's Class A Common Stock. Offering periods commence on June 1st and December 1st and are for a period of six months. The purchase price under the Purchase Plan is 85% of the lesser of the market price on the beginning or the ending of the offering period. | ||||||||||||||||||||
        Approximately 26%, 43% and 50% of eligible employees participated in the Purchase Plan for the years ended December 31, 2013, 2012 and 2011, respectively. For the year ended December 31, 2013 employees purchased 226,886 shares of Wave Class A Common Stock at an average share price of $1.16 per share, for an aggregate of $263,599 in proceeds to Wave. For the year ended December 31, 2012 employees purchased 229,052 shares of Wave Class A Common Stock at an average share price of $2.92 per share, for an aggregate of $666,095 in proceeds to Wave. For the year ended December 31, 2011 employees purchased 96,279 shares of Wave Class A Common Stock at an average share price of $8.48 per share, for an aggregate of $814,644 in proceeds to Wave. | ||||||||||||||||||||
Warrants
Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Warrants | ' | ||||||||||||||||
Warrants | ' | ||||||||||||||||
(14) Warrants | |||||||||||||||||
        On December 18, 2013, Wave issued warrants to investors to purchase 626,674 shares of Class A Common Stock pursuant to which Wave sold and issued 1,253,351 shares of Class A Common Stock for net proceeds of approximately $1,116,000 after deducting the placement agent fees of $73,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. The warrants are exercisable at an exercise price of $0.91 per share and expire on December 18, 2018. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $570,273, at the exercise price. Wave also issued to SRA, the placement agent, warrants to purchase 75,201 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants are exercisable at an exercise price of $0.91 per share and expire on December 18, 2018. If exercised in full, the warrants granted to the placement agent may generate up to an additional $68,433, at the exercise price. | |||||||||||||||||
        On July 25, 2013, Wave issued warrants to SRA, the placement agent, to purchase 72,268 shares of Class A Common Stock pursuant to which Wave sold and issued 1,204,470 shares of Class A Common Stock, par value $0.01 per share for net proceeds of approximately $1,408,000 after deducting the placement agent fees of $92,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. The warrants are exercisable at an exercise price of $1.27 per share and expire on July 25, 2018. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $91,780, at the exercise price. | |||||||||||||||||
        On April 23, 2013, Wave issued warrants to investors to purchase 792,500 shares of Class A Common Stock pursuant to which Wave sold and issued 1,585,000 shares of Class A Common Stock, par value $0.01 per share for net proceeds of approximately $2,920,000 after deducting the placement agent fees of $190,200 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. The warrants are exercisable at an exercise price of $2.48 per share and expire on October 23, 2018. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $1,965,400, at the exercise price. | |||||||||||||||||
        On March 13, 2013, Wave issued warrants to investors to purchase 150,603 shares of Class A Common Stock pursuant to which Wave sold and issued 301,205 shares of Class A Common Stock, par value $0.01 per share for net proceeds of approximately $910,000 after deducting the placement agent fees of $60,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. The warrants are exercisable at an exercise price of $3.32 per share and expire in October 2018. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $500,002, at the exercise price. | |||||||||||||||||
        On October 23, 2012, Wave issued warrants to investors to purchase 415,594 shares of Class A Common Stock pursuant to which Wave sold and issued 831,188 shares of Class A Common Stock, par value $0.01 per share for net proceeds of $3,073,000 after deducting the placement agent fees of $199,984 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. The warrants are exercisable at an exercise price of $3.76 per share and expire on October 23, 2017. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $1,562,633, at the exercise price. | |||||||||||||||||
        On August 8, 2012, Wave issued warrants to investors to purchase 323,478 shares of Class A Common Stock pursuant to which Wave sold and issued 646,956 shares of Class A Common Stock for net proceeds of $1,533,000 after deducting the placement agent fees of $99,761 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000. The warrants are exercisable at an exercise price of $2.32 per share and expire on August 8, 2015. If exercised in full, the investor warrants granted in connection with this financing may generate up to an additional $750,469, at the exercise price. Wave also issued to a placement agent warrants to purchase 38,817 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants are exercisable at an exercise price of $2.32 per share and expire on August 8, 2015. If exercised in full, the warrants granted to the placement agent may generate up to an additional $90,056, at the exercise price. During 2012, Wave received gross proceeds of $29,000 in connection with the issuance of 12,500 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        On July 21, 2009, Wave issued warrants to investors to purchase 223,967 shares of Class A Common Stock pursuant to which Wave sold and issued 447,935 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $1,648,400. The warrants are exercisable at an exercise price of $4.62 per share and expire on January 21, 2015. If exercised in full, the investor warrants granted in connection with this financing may generate an additional $1,034,728, at the exercise price. During 2011 Wave received gross proceeds of $226,605 in connection with the issuance of 49,049 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        On July 16, 2009, Wave issued warrants to investors to purchase 431,006 shares of Class A Common Stock pursuant to which Wave sold and issued 862,011 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $3,172,199. The warrants are exercisable at an exercise price of $4.62 per share and expire on January 16, 2015. If exercised in full, the investor warrants granted in connection with this financing may generate an additional $1,991,248, at the exercise price. During 2011 Wave received gross proceeds of $408,018 in connection with the issuance of 88,316 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        On April 8, 2009, Wave issued warrants to investors to purchase 235,142 shares of Class A Common Stock pursuant to which Wave sold and issued 470,284 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $1,034,625. The warrants were exercisable at an exercise price of $2.20 per share and expired on April 8, 2012. If exercised in full, the investor warrants granted in connection with this financing would have generated an additional $517,312, at the exercise price. Wave also issued to a placement agent warrants to purchase 28,217 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $2.20 per share and expired on April 8, 2012. If exercised in full, the warrants granted to the placement agent would have generated an additional $62,077, at the exercise price. During 2012 and 2011, Wave received gross proceeds of $217,250, and $58,813, respectively, in connection with the issuance of 98,750, and 26,733 shares, respectively, of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. Also, 6,786 and 7,518 shares of Class A Common Stock were issued to SRA during 2012 and 2011, respectively, upon the partial cashless exercise of the warrants that were granted to SRA as part of this financing. | |||||||||||||||||
        On March 13, 2009, Wave issued warrants to investors to purchase 98,125 shares of Class A Common Stock pursuant to which Wave sold and issued 196,250 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $431,750. The warrants were exercisable at an exercise price of $2.20 per share and expired on March 13, 2012. If exercised in full, the investor warrants granted in connection with this financing would have generated an additional $215,875, at the exercise price. Wave also issued to a placement agent warrants to purchase 11,775 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $2.20 per share and expired on March 13, 2012. If exercised in full, the warrants granted to the placement agent would have generated an additional $25,905, at the exercise price. During 2012 and 2011, Wave received gross proceeds of $74,250 and $2,750, respectively, in connection with the issuance of 33,750 and 1,250 shares, respectively, of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. Also, 3,325 and 5,426 shares, respectively, of Class A Common Stock were issued to SRA during 2012 and 2011 upon the partial cashless exercise of the warrants that were granted to SRA as part of this financing. | |||||||||||||||||
        On December 24, 2008, Wave issued warrants to investors to purchase 285,000 shares of Class A Common Stock pursuant to which Wave sold and issued 456 shares of 8% Series K Convertible Preferred Stock, par value $.01 per share for an aggregate purchase price of $1,276,800. The warrants were exercisable at an exercise price of $1.12 per share and expired on December 24, 2011. Wave also issued to a placement agent warrants to purchase 68,400 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $1.12 per share and expired on December 24, 2011. If exercised in full and in cash, the warrants granted to the placement agent would have generated an additional $76,608, at the exercise price. During 2011 Wave received gross proceeds of $268,100 in connection with the issuance of 239,375 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        On October 30, 2008, Wave issued warrants to investors to purchase 555,000 shares of Class A Common Stock pursuant to which Wave sold and issued 111 shares of Series J Convertible Preferred Stock, par value $.01 per share for an aggregate purchase price of $721,500. The warrants were exercisable at an exercise price of $1.60 per share and expired on October 30, 2013. If exercised in full, the investor warrants granted in connection with this financing would have generated an additional $888,000, at the exercise price. Wave also issued to a placement agent warrants to purchase 16,650 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $1.60 per share and expired on October 30, 2011. If exercised in full and in cash, the warrants granted to the placement agent would have generated an additional $26,640, at the exercise price. During 2011 7,883 shares of Class A Common Stock were issued to SRA upon the complete and cashless exercise of the warrants that were granted to SRA as part of this financing. | |||||||||||||||||
        On June 30, 2008, Wave issued warrants to investors to purchase 117,531 shares of Class A Common Stock pursuant to which Wave sold and issued 470,125 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $1,598,425. The warrants were exercisable at an exercise price of $3.60 per share and expired on June 30, 2011. If exercised in full and in cash, the investor warrants granted in connection with this financing would have generated an additional $423,113, at the exercise price. Wave also issued to a placement agent warrants to purchase 28,208 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $3.60 per share and would have expired on December 31, 2009. If exercised in full and in cash, the warrants granted to the placement agent would have generated an additional $101,547, at the exercise price. During 2011, Wave received gross proceeds of $27,350 in connection with the issuance of 16,868 shares of Class A Common Stock upon the complete and partial cashless exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        On May 23, 2008, Wave issued warrants to investors to purchase 134,453 shares of Class A Common Stock pursuant to which Wave sold and issued 537,913 shares of Class A Common Stock, par value $.01 per share for an aggregate purchase price of $1,721,000. The warrants were exercisable at an exercise price of $3.40 per share and expired on May 23, 2011. If exercised in full, the investor warrants granted in connection with this financing would have generated an additional $457,140, at the exercise price. Wave also issued to a placement agent warrants to purchase 32,269 shares of Class A Common Stock, in connection with a securities purchase agreement. The warrants were exercisable at an exercise price of $3.40 per share and would have expired on November 23, 2009. If exercised in full and in cash, the warrants granted to the placement agent would have generated an additional $109,714, at the exercise price. During 2011, Wave received gross proceeds of $273,594 in connection with the issuance of 80,469 shares of Class A Common Stock upon the exercise of warrants that were granted to investors as part of this financing. | |||||||||||||||||
        A summary of warrants outstanding at December 31, 2013, follows: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||
Shares | Average | Average | Shares | Average | |||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||
Contractual Life | Price | Price | |||||||||||||||
(in years) | |||||||||||||||||
$0.25 - $2.00 | 774,144 | 4.5 | $ | 0.94 | 774,144 | $ | 0.94 | ||||||||||
$2.01 - $4.00 | 1,708,492 | 3.7 | $ | 2.83 | 1,708,492 | $ | 2.83 | ||||||||||
$4.01 - $4.62 | 117,934 | 1.1 | $ | 4.62 | 117,934 | $ | 4.62 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
2,600,570 | 3.8 | $ | 2.35 | 2,600,570 | $ | 2.35 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
(15) Commitments and Contingencies | |||||
Royalty Liability | |||||
        Safend is required to pay back grants received from the Israeli government through the OCS for the financing of a portion of its research and development expenditures in Israel. Safend's repayments are based on a royalty rate of 3.5% of total Safend revenues and there is no termination date for the payments. Wave determined the fair value of this liability to be $4,043,000 at September 22, 2011. At December 31, 2013 and 2012, the book value of the liability amounted to $4,673,629 and $4,696,129, respectively, reflecting additional grants received since the acquisition date, less amounts repaid since the acquisition date and accretion of the discount. During the years ended December 31, 2013 and 2012 approximately $183,000 and $202,000, respectively, was repaid to the OCS while approximately $80,000 and $79,000, respectively, was received as additional grants from the OCS. During the years ended December 31, 2013 and 2012 approximately $81,000 and $68,000, respectively, of accretion is included in the net interest expense on the consolidated statements of operations. | |||||
Operating Leases | |||||
        Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2013 are as follows: | |||||
2014 | $ | 915,000 | |||
2015 | 830,000 | ||||
2016 | 396,000 | ||||
2017 | 14,000 | ||||
Thereafter | 2,000 | ||||
​ | ​ | ​ | ​ | ​ | |
Total minimum lease payments | $ | 2,157,000 | |||
​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | |
        Rent expense for the years ended December 31, 2013, 2012 and 2011 amounted to approximately $1,123,000, $1,143,000 and $1,177,000, respectively. Rent expense for the year ended December 31, 2011 included a $100,000 termination fee in connection with the cancellation of an operating lease for Wave's Cupertino facility. During November 2011, Wave completed a move to a new facility in Cupertino where it continues to conduct research and development activities. | |||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
(16) Income Taxes | |||||||||||
        Loss before income tax expense for the United States of America and the State of Israel for the years ended December 31, 2013, 2012 and 2011 consisted of: | |||||||||||
2013 | 2012 | 2011 | |||||||||
Loss before income tax expense: | |||||||||||
United States of America | $ | (15,416,885 | ) | $ | (23,482,045 | ) | $ | (8,729,693 | ) | ||
State of Israel | (4,896,769 | ) | (10,468,470 | ) | (1,990,084 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | (20,313,654 | ) | $ | (33,950,515 | ) | $ | (10,719,777 | ) | |||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        Income tax expense attributable to income from continuing operations for the years ended December 31, 2013, 2012 and 2011 consisted of: | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current income tax expense: | |||||||||||
Federal | $ | — | $ | — | $ | — | |||||
State | 10,610 | 12,033 | 74,959 | ||||||||
Foreign | — | — | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
10,610 | 12,033 | 74,959 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Deferred income tax expense: | |||||||||||
Federal | — | — | — | ||||||||
State | — | — | — | ||||||||
Foreign | — | — | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
— | — | — | |||||||||
Total income tax expense | $ | 10,610 | $ | 12,033 | $ | 74,959 | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        The following table summarizes the significant differences between the United States federal statutory tax rate and the Company's effective tax rate for financial statement reporting purposes: | |||||||||||
2013 | 2012 | 2011 | |||||||||
Statutory tax rate | 34 | % | 34 | % | 34 | % | |||||
Stock-based compensation on ISO's | (4 | ) | (7 | ) | (17 | ) | |||||
State tax, net of federal benefit | — | — | (1 | ) | |||||||
Change in valuation allowance | (30 | ) | (27 | ) | (17 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | — | % | — | % | (1 | )% | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        The tax effects of temporary differences that give rise to the deferred tax asset at December 31, 2013 and 2012 are as follows: | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 106,210,000 | $ | 101,486,000 | |||||||
Accrued expenses | 2,463,000 | 2,569,000 | |||||||||
Intangibles | 289,000 | 284,000 | |||||||||
Reserves | 846,000 | 858,000 | |||||||||
Depreciation | 159,000 | 140,000 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net deferred tax assets | 109,967,000 | 105,337,000 | |||||||||
Less valuation allowance | (109,565,000 | ) | (104,458,000 | ) | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Deferred tax assets | 402,000 | 879,000 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Deferred tax liabilities: | |||||||||||
Acquired intangible assets | (402,000 | ) | (879,000 | ) | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
        The valuation allowance increased by approximately $5.1 million during the year ended December 31, 2013 and increased approximately $6.1 million during the year ended December 31, 2012. | |||||||||||
        Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets and liabilities. At December 31, 2013 and 2012, Wave's historical operating results, its cumulative loss positions and uncertainty surrounding its forecasts, led management to conclude that a valuation allowance of $109,565,000 and $104,458,000, respectively, is needed to offset its deferred tax assets. Subsequently reported tax benefits relating to the valuation allowance for deferred tax assets as of December 31, 2013 will be allocated as follows: $108,825,000 to continuing operations and $740,000 to additional paid-in-capital for amounts attributable to exercises of employee stock options. | |||||||||||
        Wave has federal and state net operating loss carryforwards of approximately $300.1 million, which expire beginning in 2014 through 2033 and include approximately $8.2 million of net operating loss carryforwards of Safend, Inc., a wholly owned US-based subsidiary of Safend. Pursuant to Section 382 of the Internal Revenue Code, the annual utilization of Wave's net operating and capital loss carryforwards may be substantially limited if a cumulative change in ownership of more than 50% occurs within any three-year period. Wave has not determined whether there have been such cumulative changes in ownership or the impact on the utilization of the loss carryforwards if such changes have occurred. However, in considering Section 382 of the Internal Revenue Code, Wave believes that it is likely that such a change in ownership has occurred thus raising the likelihood that such net operating and capital loss carryforwards are subject to annual limitations. In addition, the Company maintains approximately $16.0 million of operating loss carryforwards associated with Safend, Ltd. which may be carried forward indefinitely. | |||||||||||
        The Company had no gross unrecognized tax benefits at December 31, 2013, 2012 and 2011. | |||||||||||
        The Company's policy is to recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. The Company files United States Federal and state income tax returns. In general, the statute of limitations with respect to the Company's United States Federal income taxes has expired for years prior to 2009, and the relevant state statutes vary. However, preceding years remain open to examination by United States Federal and state taxing authorities to the extent of future utilization of net operating losses and capital losses generated in each preceding year. The Company does not anticipate that the total unrecognized tax benefits will change significantly prior to December 31, 2014. As described above, utilization of the Company's loss carryforwards may be limited pursuant to Section 382 of the Internal Revenue Code. Any limitation may result in expiration of a portion of the net operating and capital loss carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being presented as an uncertain tax position. | |||||||||||
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2013 | |
Defined Contribution Plan | ' |
Defined Contribution Plan | ' |
(17) Defined Contribution Plan | |
        Wave adopted the Wave Systems Corp. 401(k) Savings and Investment Plan, a defined contribution plan, to which substantially all employees can contribute, on January 1, 1995. Employees of Wave become eligible immediately on employment. Wave has the option to make discretionary matching contributions; no contributions were made in 2013, 2012 or 2011. | |
Disclosures_about_the_Fair_Val
Disclosures about the Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2013 | |
Disclosures about the Fair Value of Financial Instruments | ' |
Disclosures about the Fair Value of Financial Instruments | ' |
(18) Disclosures about the Fair Value of Financial Instruments | |
        As of December 31, 2013 and 2012, Wave's financial assets that are measured at fair value on a recurring basis are comprised of overnight money market fund investments. Wave invests excess cash from its operating cash accounts in overnight money market funds and reflects these amounts (approximately $1,417,000 and $1,017,000 at December 31, 2013 and 2012, respectively) within cash and cash equivalents on the consolidated balance sheet using quoted prices in active markets for identical assets (Level 1) at a net value of 1:1 for each dollar invested. | |
        Financial instruments not measured or recorded at fair value in the accompanying unaudited consolidated financial statements consist of accounts receivable, collateralized receivables, accounts payable and secured borrowings. The estimated fair value of accounts receivable, collateralized receivables, accounts payable and secured borrowings approximates their carrying value. | |
        Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. | |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting | ' | |||||||||||||
Segment Reporting | ' | |||||||||||||
(19) Segment Reporting | ||||||||||||||
        Wave's products include the Wave EMBASSY® digital security products and services ("EMBASSY®") and Safend's endpoint data loss protection products and services. These products and services constitute Wave's reportable segments as of December 31, 2013, 2012 and 2011. | ||||||||||||||
        Net losses for reportable segments exclude net interest income (expense) and other income. These items are not reported by segment since they are excluded from the measurement of segment performance reviewed by Wave's Chief Financial Officer. | ||||||||||||||
        The following sets forth reportable segment data: | ||||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Operating Revenues: | ||||||||||||||
EMBASSY® digital security products and services | $ | 19,755,513 | $ | 23,185,461 | $ | 34,415,818 | ||||||||
Safend endpoint data loss protection products and services | 4,645,339 | 5,659,052 | 1,723,197 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Operating Revenues | $ | 24,400,852 | $ | 28,844,513 | $ | 36,139,015 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net Loss: | ||||||||||||||
EMBASSY® digital security products and services | (15,319,925 | ) | (23,351,556 | ) | (8,734,824 | ) | ||||||||
Safend endpoint data loss protection products and services | (4,776,053 | ) | (10,413,126 | ) | (2,155,368 | ) | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Segments Net Loss | (20,095,978 | ) | (33,764,682 | ) | (10,890,192 | ) | ||||||||
Net other income (expense) | (17,220 | ) | 12,156 | 175,004 | ||||||||||
Net interest expense | (200,456 | ) | (197,989 | ) | (4,589 | ) | ||||||||
Income tax expense | (10,610 | ) | (12,033 | ) | (74,959 | ) | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net Loss | $ | (20,234,264 | ) | $ | (33,962,548 | ) | $ | (10,794,736 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Impairment of Goodwill and Intangible Assets: | ||||||||||||||
EMBASSY® digital security products and services | — | — | — | |||||||||||
Safend endpoint data loss protection products and services | 2,590,000 | 4,054,732 | — | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Impairment of Goodwill and Intangible Assets | $ | 2,590,000 | $ | 4,054,732 | $ | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Depreciation and Amortization Expense: | ||||||||||||||
EMBASSY® digital security products and services | 681,303 | 705,319 | 592,227 | |||||||||||
Safend endpoint data loss protection products and services | 328,573 | 1,426,817 | 412,841 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Depreciation and Amortization Expense | $ | 1,009,876 | $ | 2,132,136 | $ | 1,005,068 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Capital Expenditures: | ||||||||||||||
EMBASSY® digital security products and services | 165,338 | 137,567 | 982,821 | |||||||||||
Safend endpoint data loss protection products and services | 21,377 | 32,093 | 12,582 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Capital Expenditures | $ | 186,715 | $ | 169,660 | $ | 995,403 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
As of | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Assets: | ||||||||||||||
EMBASSY® digital security products and services | $ | 7,733,322 | $ | 9,695,864 | $ | 12,373,734 | ||||||||
Safend endpoint data loss protection products and services | 4,091,587 | 8,937,294 | 17,748,523 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Assets | $ | 11,824,909 | $ | 18,633,158 | $ | 30,122,257 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
        The following table details Wave's sales by geographic area for the years ended December 31, 2013, 2012 and 2011. Geographic area is based on the location of where the products were shipped or services rendered. | ||||||||||||||
United States | Europe | Asia | Total | |||||||||||
of America | ||||||||||||||
2013 | ||||||||||||||
EMBASSY® digital security products and services | $ | 14,422,288 | $ | 3,951,305 | $ | 1,381,920 | $ | 19,755,513 | ||||||
Safend endpoint data loss protection products and services | 1,845,373 | 2,413,402 | 386,564 | 4,645,339 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 16,267,661 | $ | 6,364,707 | $ | 1,768,484 | $ | 24,400,852 | ||||||
% of Total | 67 | % | 26 | % | 7 | % | 100 | % | ||||||
2012 | ||||||||||||||
EMBASSY® digital security products and services | $ | 18,857,487 | $ | 3,892,693 | $ | 435,281 | $ | 23,185,461 | ||||||
Safend endpoint data loss protection products and services | 2,332,216 | 2,656,320 | 670,516 | 5,659,052 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 21,189,703 | $ | 6,549,013 | $ | 1,105,797 | $ | 28,844,513 | ||||||
% of Total | 73 | % | 23 | % | 4 | % | 100 | % | ||||||
2011 | ||||||||||||||
EMBASSY® digital security products and services | $ | 30,260,537 | $ | 3,813,236 | $ | 342,045 | $ | 34,415,818 | ||||||
Safend endpoint data loss protection products and services | 743,404 | 872,494 | 107,299 | 1,723,197 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 31,003,941 | $ | 4,685,730 | $ | 449,344 | $ | 36,139,015 | ||||||
% of Total | 86 | % | 13 | % | 1 | % | 100 | % | ||||||
        Approximately 90% of all long-lived assets of Wave are located within the United States of America and approximately 10% are located in the State of Israel. | ||||||||||||||
        Customers, by segment, from which Wave derived revenue in excess of 10% for the years ended December 31st are as follows: | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Customer | Segment | Revenue | ||||||||||||
Dell, Inc. | EMBASSY® | $ | 11,175,396 | $ | 15,829,535 | $ | 22,259,058 | |||||||
% of Total Revenue | 46 | % | 55 | % | 62 | % |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Selected Quarterly Financial Data (unaudited) | ' | |||||||||||||
Selected Quarterly Financial Data (unaudited) | ' | |||||||||||||
(20) Selected Quarterly Financial Data (unaudited) | ||||||||||||||
Quarter-ended | ||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Revenues | $ | 5,613,559 | $ | 6,251,325 | $ | 6,742,242 | $ | 5,793,726 | ||||||
Cost of net revenues* | 313,310 | 471,200 | 579,466 | 2,332,960 | ||||||||||
Loss from operations | (3,611,657 | ) | (2,895,031 | ) | (3,432,071 | ) | (10,157,219 | ) | ||||||
Net loss | (3,676,389 | ) | (2,943,823 | ) | (3,490,297 | ) | (10,213,755 | ) | ||||||
Net loss per common share—basic and diluted | $ | (0.11 | ) | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.39 | ) | ||
Quarter-ended | ||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||
2012 | 2012 | 2012 | 2012 | |||||||||||
Revenues | $ | 7,130,639 | $ | 6,970,263 | $ | 7,761,474 | $ | 6,982,137 | ||||||
Cost of net revenues* | 4,510,166 | 737,209 | 867,497 | 751,460 | ||||||||||
Loss from operations | (12,909,486 | ) | (6,073,772 | ) | (6,446,839 | ) | (8,334,585 | ) | ||||||
Net loss | (13,019,811 | ) | (6,108,492 | ) | (6,521,155 | ) | (8,313,090 | ) | ||||||
Net loss per common share—basic and diluted | $ | (0.50 | ) | $ | (0.25 | ) | $ | (0.28 | ) | $ | (0.37 | ) | ||
* | ||||||||||||||
Beginning in the quarter ended September 30, 2013, the Company reclassified support expense from selling, general and administrative expense to cost of net revenues. For conformity with the 2013 presentation, this resulted in a reclassification of $92,000 for the quarter ended June 30, 2013; $187,000 for the quarter ended March 31, 2013; $179,000 for the quarter ended December 31, 2012; $105,000 for the quarter ended September 30, 2012 and $105,000 for the quarter ended June 30, 2012. The quarters ended March 31, 2013 and December 31, 2012 include the developed technology impairment losses of $1,615,000 and $3,423,100, respectively. | ||||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
(21) Subsequent Events | |
        On March 7, 2014, Wave named Lorraine Hariton and David Côté to its Board of Directors. Their appointments increase the size of Wave's Board of Directors to eight members. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies | ' |
Basis of Consolidation | ' |
(a)Â Â Â Â Basis of Consolidation | |
        The consolidated financial statements include the financial statements of Wave, Wave Systems Holdings, Inc., a wholly owned subsidiary, Safend, Ltd. (and its wholly owned subsidiary, Safend, Inc., collectively referred to as "Safend"), a wholly owned subsidiary (see note 8) and Wavexpress, Inc. a majority-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |
Foreign Currency Translation | ' |
(b)Â Â Â Â Foreign Currency Translation | |
        The functional currency of Safend is the U.S dollar. Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Foreign currency transaction gains or losses are credited or charged to the consolidated statements of operations as incurred as a component of other income (expense), net. | |
Use of Estimates | ' |
(c)Â Â Â Â Use of Estimates | |
        The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Estimates are used for, but not limited to, depreciation and amortization, revenue recognition, accounts receivable reserves, valuation of long-lived and intangible assets, software development, contingencies and share-based compensation. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
(d)Â Â Â Â Cash and Cash Equivalents | |
        Wave considers all highly liquid instruments with an original or remaining maturity of three months or less to be cash equivalents. Substantially all cash and cash equivalents are on deposit with two major financial institutions. | |
Accounts Receivable and Allowance For Doubtful Accounts | ' |
(e)Â Â Â Â Accounts Receivable and Allowance For Doubtful Accounts | |
        Included in accounts receivable at December 31, 2013 and 2012 are unbilled amounts totaling $125,497 and $118,088, respectively. | |
        The determination of the allowance for doubtful accounts is based on management's estimate of uncollectible accounts receivable. Management records specific reserves for receivable balances that are considered high risk due to known facts regarding the customer. | |
Accounting for Transfers of Financial Assets | ' |
(f)Â Â Â Â Accounting for Transfers of Financial Assets | |
        Wave derecognizes financial assets, specifically accounts receivable, when control has been surrendered in compliance with ASC Topic 860, Transfers and Servicing. Transfers of accounts receivable that meet the requirements of ASC 860 for sale accounting treatment are removed from the balance sheet and gains or losses on the sale are recognized. If the conditions for sale accounting treatment are not met, or are no longer met, accounts receivable transferred are classified as collateralized receivables in the consolidated balance sheets and cash received from these transactions is classified as secured borrowings. All transfers of assets are accounted for as secured borrowings. Transaction costs associated with secured borrowings, if any, are treated as borrowing costs and recognized in interest expense. | |
Concentrations of Credit Risks | ' |
(g)Â Â Â Â Concentrations of Credit Risks | |
        Sales to Wave's largest customer in 2013, 2012 and 2011, Dell, Inc., were approximately 46%, 55% and 62% of revenue, respectively. Accounts receivable at December 31, 2013, 2012 and 2011 included receivables from Dell, Inc. and its affiliates of $1,025,377, $1,187,398 and $4,189,388, respectively. At December 31, 2013 and 2012, $1,683,188 and $1,299,283, respectively, of Dell receivables are classified as pledged receivables on the consolidated balance sheet. | |
Property and Equipment | ' |
(h)Â Â Â Â Property and Equipment | |
        Property and equipment, including purchased computer software, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets which range from between three to five years. Amortization of leasehold improvements is computed using the shorter of the useful life or remaining lease term which range from between three and fifteen years. | |
Capitalized internal-use software development costs | ' |
(i)Â Â Â Â Capitalized internal-use software development costs | |
        The Company follows the provisions of ASC Topic 350-40, Intangibles Goodwill and Other—Internal Use Software. ASC Topic 350-40 provides guidance for determining whether computer software is internal-use software and also provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. These capitalized costs are related to Wave's cloud platform that is hosted by the Company and accessed by its clients on a subscription basis. The Company expenses all costs incurred during the preliminary project stage of development and capitalizes the costs incurred during the application development stage. Costs incurred relating to upgrades and enhancements to the software are capitalized if it is determined that these upgrades or enhancements add additional functionality to the software. Costs incurred to improve and support products after they become available are charged to expense as incurred. The Company records amortization of the software on a straight-line basis over five years, which is the estimated useful life of the software. At each balance sheet date, management evaluates the unamortized capitalized software costs for potential impairment by comparing the balance to the net realizable value of the products. The Company capitalized $726,000 of software development costs during the year ended December 31, 2013 (see Note 9). | |
Income Taxes | ' |
(j)Â Â Â Â Income Taxes | |
        Wave accounts for income taxes under the asset and liability method. As such, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At December 31, 2013 and 2012, a full valuation allowance has been recorded against the gross deferred tax asset since management believes that, after considering all the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, it is more likely than not that these assets will not be realized. Wave classifies any interest and penalties related to uncertain tax positions as components of the income tax provision. | |
Share-based Payments | ' |
(k)Â Â Â Â Share-based Payments | |
        Wave recognizes compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee Stock Purchase Plan. Stock-based compensation expense recognized is based on the value of the portion of stock-based payment awards that is ultimately expected to vest and has been reduced for estimated forfeitures. Wave determines the fair value of stock-based payment awards on the date of grant using an option-pricing model that is affected by Wave's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to Wave's expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. | |
Research and Development and Software Development Costs | ' |
(l)Â Â Â Â Research and Development and Software Development Costs | |
        Research and development costs are expensed as incurred. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products, is generally shortly before the products are released. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products. | |
Loss Per Share | ' |
(m)Â Â Â Â Loss Per Share | |
        Basic net loss per common share has been calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is also computed using the weighted average number of common shares and includes dilutive potential common shares outstanding. Dilutive potential common shares consist primarily of employee stock options and stock warrants. Diluted net loss per share is equal to basic net loss per share and is therefore not presented separately in the financial statements. The weighted average number of potential common shares that would have been included in diluted loss per share had their effect not been anti-dilutive for each of the years ended December 31, 2013, 2012 and 2011 were approximately 99,000 shares, 615,000 shares and 1,676,000 shares, respectively. Employee stock options and other stock warrants to purchase a weighted average of approximately 5,504,000, 3,669,000 and 2,254,000 shares were outstanding for the years ended December 31, 2013, 2012 and 2011 respectively, but are not included in the computation of diluted loss per share because their exercise price was greater than the average share price of Wave's common shares and, therefore, their effect would have been anti-dilutive. | |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | ' |
(n)Â Â Â Â Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | |
        Wave reviews the valuation of long-lived assets, including property and equipment, amortizable intangible assets and capitalized software, whenever events and circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include the following: | |
• | |
significant underperformance relative to expected historical or projected future operating results; | |
• | |
significant changes in the manner of use of the acquired assets or the strategy of the overall business; | |
• | |
significant negative industry or economic trends; and | |
• | |
significant decline in the stock price for a sustained period. | |
        When Wave determines that the carrying value of applicable long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company evaluates whether the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of that asset. If such a circumstance exists, Wave would measure an impairment loss to the extent the carrying amount of the particular long-lived asset or group exceeds its fair value. Wave would determine the fair value based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in their current business model. When Wave determines that the carrying value of capitalized software development costs may not be recoverable, we evaluate whether the unamortized cost exceeds the expected future net realizable value of the products. If the unamortized costs exceed the expected future net realizable value of the products, the excess amount is written off. Changes in judgments on any of these factors could impact the value of the asset being evaluated. | |
Goodwill | ' |
(o)Â Â Â Â Goodwill | |
        Wave tests goodwill for impairment annually on September 30 and during interim periods whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Wave uses a fair value approach in testing goodwill for impairment in accordance with the provisions of ASC Topic 350, Intangibles—Goodwill and Other. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. | |
Revenue Recognition | ' |
(p)Â Â Â Â Revenue Recognition | |
        Wave's business model targets revenues from various sources including: licensing of the EMBASSY Trust Suite, Safend's endpoint data loss protection suite, eTMS software products and development contracts. Many of these sales arrangements include multiple-elements and/or require significant modification or customization of Wave's software. | |
        Wave recognizes revenue when it is realized or realizable and earned. Wave considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. In addition to the aforementioned general policy, the following are the specific revenue recognition policies for each major category of revenue. | |
Licensing and Maintenance | |
        Wave receives revenue from licensing its EMBASSY Trust Suite software through distribution arrangements with its OEM partners, software development and other services including maintenance. Wave's distribution arrangements also gives rise to separate software license upgrade agreements with the end users of the products distributed by the OEMs. Wave applies software revenue recognition guidance to all transactions except those where no software is involved. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Persuasive evidence is generally a binding purchase order or license agreement. Delivery occurs when product is shipped, for its OEM distribution arrangements, or delivered via a license key, for our license upgrade agreements. | |
        Wave enters into perpetual software license agreements through direct sales to customers and indirect sales through its OEM partners, distributors and resellers with the end users of the products distributed by the OEMs. Wave has defined its two classes of end user customers as large and small based on those with orders in excess of 5,000 licenses and those with less than 5,000 licenses, respectively. These license upgrade agreements generally include a maintenance component. For arrangements with multiple elements, including software licenses, maintenance and/or services, revenue is allocated and deferred in amounts equivalent to the vendor specific objective evidence ("VSOE") of fair value for the undelivered elements and the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as license revenue. VSOE of fair value is based upon the price for which the undelivered element is sold separately. | |
        Beginning in the quarter ended March 31, 2011, Wave had sufficient independent maintenance renewals to establish VSOE of fair value of maintenance for its small class of customers. Through December 31, 2013, Wave continues to lack sufficient independent maintenance renewals to establish VSOE for its large customer class. As a result, beginning in the quarter ended March 31, 2011, for the small customer class, Wave has allocated the arrangement consideration to the elements in multi-element arrangements using the residual method. Under the residual method, the VSOE of the undelivered elements is deferred and the remaining portion of the arrangement fee for perpetual licenses is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. | |
        When VSOE of fair value for the undelivered elements does not exist, as is still the case for Wave's large customer class, the entire arrangement fee is recognized ratably over the performance period as licensing and maintenance revenue. At December 31, 2013, Wave's deferred revenue consists of the unamortized maintenance for sales to its small class of customers and bundled license and maintenance arrangements where VSOE does not exist. | |
        Safend receives revenue from licensing its endpoint data loss protection products and services through its distribution channels. Safend applies software revenue recognition guidance to all transactions except those where no software is involved. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Persuasive evidence is generally a binding purchase order or license agreement. Delivery occurs when product is delivered via a license key. | |
        Safend enters into perpetual software license agreements through direct sales to customers and indirect sales through its OEM partners, distributors and resellers. These license arrangements, generally also include a maintenance component. For arrangements with multiple elements, including software licenses, maintenance and/or services, revenue is allocated and deferred in amounts equivalent to the VSOE of fair value for the undelivered elements and the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as licensing revenue. VSOE of fair value is based upon the price for which the undelivered element is sold separately. | |
        Safend has VSOE of fair value of maintenance for Protector product. As a result Safend allocates the arrangement consideration among the elements in its multi-element arrangements using the residual method. Under the residual method, the VSOE of the undelivered elements is deferred and the remaining portion of the arrangement fee for perpetual licenses is recognized as revenue upon delivery of the software, assuming all other revenue recognition criteria are met. When VSOE of fair value for the undelivered elements does not exist, as is the case for maintenance for its Safend's Encryptor, Inspector, Discover, Reporter and Auditor products, the entire arrangement fee is recognized ratably over the performance period as licensing and maintenance revenue. | |
        Licensing and maintenance—cost of net revenues includes customer support personnel costs, foreign tax withholdings, amortization expense of the developed technology intangible asset, costs associated with providing consulting services and related share-based compensation expense. | |
Services | |
        Revenue from time and material service contracts is recognized as the services are provided. Revenue from fixed price, long-term service or development contracts is recognized using the percentage of completion method. The Company measures the percentage of completion by reference to the proportion of contract hours incurred for work performed to date to the estimated total contract hours expected to be incurred. Losses on fixed price contracts are recognized during the period in which the loss first becomes apparent. | |
        Services—cost of net revenues includes non-recurring government time and materials costs incurred in connection with a contract with the United States Department of Defense and related share-based compensation expense. | |
Reclassifications | ' |
(q)Â Â Â Â Reclassifications | |
        Certain amounts in the Company's prior period consolidated financial statements have been reclassified to conform to the current period presentation including $389,000 of support expense from selling, general and administrative expense to licensing and maintenance—cost of net revenue for the year ended December 31, 2012. | |
        All references to common shares and per common share amounts of the Company have been adjusted to give effect to the implementation of a 1-for-4 reverse stock split of the Company's authorized and issued common stock which was effected on July 1, 2013. See Note 2 above. | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment | ' | |||||||
2013 | 2012 | |||||||
Computer equipment | $ | 4,391,637 | $ | 4,274,386 | ||||
Furniture, fixtures and improvements | 812,977 | 822,290 | ||||||
Computer software | 2,725,290 | 2,684,479 | ||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
7,929,904 | 7,781,155 | |||||||
Less: Accumulated depreciation and amortization | (7,333,084 | ) | (6,909,587 | ) | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 596,820 | $ | 871,568 | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        | ||||||||
Acquisition_of_Safend_Ltd_Tabl
Acquisition of Safend, Ltd. (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Acquisition of Safend, Ltd. | ' | ||||
Schedule of fair values of the assets acquired and liabilities assumed at the acquisition date | ' | ||||
Costs to acquire: | |||||
Cash payment | $ | 1,100,000 | |||
Stock-based consideration | 11,377,528 | ||||
​ | ​ | ​ | ​ | ​ | |
Total | $ | 12,477,528 | |||
Allocated to: | |||||
Cash and cash equivalents | $ | 296,685 | |||
Accounts receivable | 469,461 | ||||
Prepaid expenses and other current assets | 557,153 | ||||
Long-term prepaid expenses | 12,197 | ||||
Property and equipment | 133,235 | ||||
Acquired intangible assets | 10,578,000 | ||||
Accounts payable and accrued expenses | (1,209,764 | ) | |||
Royalty liability | (4,043,000 | ) | |||
Deferred revenue | (1,565,704 | ) | |||
​ | ​ | ​ | ​ | ​ | |
Net assets acquired | $ | 5,228,263 | |||
Charge for adjustments to working capital | $ | 1,033,206 | |||
Allocation to goodwill | $ | 6,216,059 | |||
Schedule of unaudited pro forma financial information | ' | ||||
Twelve Months | |||||
Ended | |||||
December 31, | |||||
2011 | |||||
Net revenue | $ | 40,378,944 | |||
Operating loss | $ | (13,242,454 | ) | ||
Net loss | $ | (13,095,178 | ) | ||
Basic and diluted EPS—Net loss | $ | (0.60 | ) |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||
Schedule of changes in the carrying amount of goodwill | ' | ||||||||||||||||
Balance as of December 31, 2011 | $ | 6,216,059 | |||||||||||||||
Impairment loss | (2,178,059 | ) | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Balance as of December 31, 2012 | 4,038,000 | ||||||||||||||||
Impairment loss | (2,590,000 | ) | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Balance as of December 31, 2013 | $ | 1,448,000 | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
        | |||||||||||||||||
Schedule of the details of intangible assets | ' | ||||||||||||||||
December 31, 2013 | |||||||||||||||||
Intangible Asset | Gross | Accumulated | Accumulated | Net | Weighted | ||||||||||||
Carrying | Amortization | Impairment | Average | ||||||||||||||
Amount | Loss | Remaining | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Developed Technology | $ | 6,426,000 | $ | (1,266,803 | ) | $ | (5,038,100 | ) | $ | 121,097 | 4.8 | ||||||
In-Process Technology | 90,000 | — | (90,000 | ) | — | — | |||||||||||
Customer Relationships | 3,972,000 | (697,327 | ) | (1,786,673 | ) | 1,488,000 | 7.8 | ||||||||||
Trade Name | 90,000 | (90,000 | ) | — | — | — | |||||||||||
Internal-use software | 726,000 | (37,510 | ) | — | 688,490 | 4.8 | |||||||||||
Acquired Patents | 1,100,000 | (806,667 | ) | — | 293,333 | 1.4 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | 12,404,000 | $ | (2,898,307 | ) | $ | (6,914,773 | ) | $ | 2,590,920 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
December 31, 2012 | |||||||||||||||||
Intangible Asset | Gross | Accumulated | Accumulated | Net | Weighted | ||||||||||||
Carrying | Amortization | Impairment | Average | ||||||||||||||
Amount | Loss | Remaining | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Developed Technology | $ | 6,426,000 | $ | (1,167,900 | ) | $ | (3,423,100 | ) | $ | 1,835,000 | 5.8 | ||||||
In-Process Technology | 90,000 | — | (90,000 | ) | — | — | |||||||||||
Customer Relationships | 3,972,000 | (505,327 | ) | (1,786,673 | ) | 1,680,000 | 8.8 | ||||||||||
Trade Name | 90,000 | (90,000 | ) | — | — | ||||||||||||
Acquired Patents | 1,100,000 | (586,667 | ) | 513,333 | 2.4 | ||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | 11,678,000 | $ | (2,349,894 | ) | $ | (5,299,773 | ) | $ | 4,028,333 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
        | |||||||||||||||||
Summary of estimated amortization expense for intangible assets | ' | ||||||||||||||||
The estimated amortization expense for intangible assets for the next five years and thereafter is as follows (in thousands): | |||||||||||||||||
Period | Estimated | ||||||||||||||||
Amortization | |||||||||||||||||
Expense | |||||||||||||||||
2014 | $ | 583 | |||||||||||||||
2015 | 436 | ||||||||||||||||
2016 | 363 | ||||||||||||||||
2017 | 363 | ||||||||||||||||
2018 | 319 | ||||||||||||||||
Thereafter | 527 | ||||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Total | $ | 2,591 | |||||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
​ | ​ | ​ | ​ | ​ | |||||||||||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Payable and Accrued Expenses | ' | |||||||
Schedule of accounts payable and accrued expenses | ' | |||||||
2013 | 2012 | |||||||
Accounts payable | $ | 1,808,335 | $ | 1,973,106 | ||||
Accrued payroll and related costs | 3,878,131 | 4,100,859 | ||||||
Accrued consulting and professional fees | 50,000 | 25,000 | ||||||
Royalty liability | 164,000 | 210,000 | ||||||
State & local taxes payable | 23,300 | 29,734 | ||||||
Funded software development | — | 600,000 | ||||||
Other accrued expenses | 865,508 | 632,024 | ||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total accounts payable and accrued expenses | $ | 6,789,274 | $ | 7,570,723 | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Sharebased_Compensation_Tables
Share-based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Share-based Compensation | ' | |||||||||||||||||||
Summary of effect of share based compensation in the entity's statement of operations | ' | |||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Cost of Sales | $ | 28,084 | $ | 47,371 | $ | 54,454 | ||||||||||||||
Selling, General & Administrative | 1,250,543 | 3,400,978 | 3,845,116 | |||||||||||||||||
Research & Development | 416,215 | 1,382,482 | 1,480,391 | |||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
Total | $ | 1,694,842 | $ | 4,830,831 | $ | 5,379,961 | ||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||||||||
Schedule of values for the variables that were used to value options granted | ' | |||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Stock Option | Stock Purchase | Stock Option | Stock Purchase | |||||||||||||||||
Plans | Plan | Plans | Plan | |||||||||||||||||
Expected Term | 4.5 Years | 6 Months | 4.9 Years | 6 Months | ||||||||||||||||
Risk-free Rate—range | 0.65% - 1.68% | 0.08% - 0.10% | 0.57% - 1.20% | 0.12% - 0.14% | ||||||||||||||||
Risk-free Rate—wt. avg. | 1.09% | 0.10% | 0.85% | 0.13% | ||||||||||||||||
Expected Volatility—range | 88.4% - 98.1% | 89.6% - 90.8% | 91.8% - 96.0% | 62.6% - 95.6% | ||||||||||||||||
Expected Volatility—wt. avg. | 93.90% | 90.50% | 92.50% | 75.50% | ||||||||||||||||
Dividend Yield | 0% | 0% | 0% | 0% | ||||||||||||||||
Share-based Compensation | ' | |||||||||||||||||||
Summary of stock option activity | ' | |||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | |||||||||||||||
Shares | Average | Shares | Average | Shares | Average | |||||||||||||||
Exercise | Exercise | Exercise | ||||||||||||||||||
Price | Price | Price | ||||||||||||||||||
Balance at beginning of year | 3,341,575 | $ | 9.51 | 2,936,392 | $ | 10.2 | 2,510,583 | $ | 9.88 | |||||||||||
Granted | 950,222 | 2.69 | 732,081 | 8.2 | 714,036 | 15.92 | ||||||||||||||
Forfeited | (495,396 | ) | 7.63 | (123,875 | ) | 10.88 | (41,990 | ) | 12.76 | |||||||||||
Expired | (399,864 | ) | 10.55 | (180,223 | ) | 15.2 | (121,582 | ) | 40.8 | |||||||||||
Exercised | (12,983 | ) | 3.24 | (22,800 | ) | 3.48 | (124,655 | ) | 6.48 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Balance at end of year | 3,383,554 | 7.78 | 3,341,575 | 9.51 | 2,936,392 | 10.2 | ||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Exercisable at end of year | 2,304,154 | 8.94 | 2,129,510 | $ | 8.68 | 1,667,443 | $ | 9.12 | ||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Additional shares available for grant at end of year | 2,371,405 | 1,146,683 | 1,384,504 | |||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Summary of information about stock options outstanding | ' | |||||||||||||||||||
The following table summarizes information about stock options outstanding under the Wave stock options plans as of December 31, 2013: | ||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||
Exercise Price Range | Number | Weighted | Weighted | Number | Weighted | |||||||||||||||
Outstanding | Average | Average | Exercisable | Average | ||||||||||||||||
Remaining | Exercise | Exercise | ||||||||||||||||||
Contractual Life | Price | Price | ||||||||||||||||||
$0.25 - $3.50 | 862,763 | 6.7 | $ | 2.24 | 477,177 | $ | 3.14 | |||||||||||||
$3.51 - $7.00 | 427,385 | 8.4 | $ | 3.99 | 81,852 | $ | 4.54 | |||||||||||||
$7.01 - $8.00 | 784,312 | 3.2 | $ | 7.65 | 783,479 | $ | 7.65 | |||||||||||||
$8.01 - $12.00 | 727,738 | 5.7 | $ | 9.2 | 473,193 | $ | 9.34 | |||||||||||||
$12.01 - $18.00 | 161,010 | 3.4 | $ | 13.2 | 149,861 | $ | 13.19 | |||||||||||||
$18.01 - $20.00 | 355,083 | 5.3 | $ | 18.36 | 272,329 | $ | 18.36 | |||||||||||||
$20.01 - $25.00 | 65,263 | 0.1 | $ | 20.13 | 65,263 | $ | 20.16 | |||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
3,383,554 | 2,304,154 | |||||||||||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Warrants | ' | ||||||||||||||||
Schedule of warrants outstanding | ' | ||||||||||||||||
A summary of warrants outstanding at December 31, 2013, follows: | |||||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||||
Exercise Price | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||
Shares | Average | Average | Shares | Average | |||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||
Contractual Life | Price | Price | |||||||||||||||
(in years) | |||||||||||||||||
$0.25 - $2.00 | 774,144 | 4.5 | $ | 0.94 | 774,144 | $ | 0.94 | ||||||||||
$2.01 - $4.00 | 1,708,492 | 3.7 | $ | 2.83 | 1,708,492 | $ | 2.83 | ||||||||||
$4.01 - $4.62 | 117,934 | 1.1 | $ | 4.62 | 117,934 | $ | 4.62 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
2,600,570 | 3.8 | $ | 2.35 | 2,600,570 | $ | 2.35 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) | ' | ||||
Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2013 are as follows: | |||||
2014 | $ | 915,000 | |||
2015 | 830,000 | ||||
2016 | 396,000 | ||||
2017 | 14,000 | ||||
Thereafter | 2,000 | ||||
​ | ​ | ​ | ​ | ​ | |
Total minimum lease payments | $ | 2,157,000 | |||
​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of Loss before income tax expense | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Loss before income tax expense: | |||||||||||
United States of America | $ | (15,416,885 | ) | $ | (23,482,045 | ) | $ | (8,729,693 | ) | ||
State of Israel | (4,896,769 | ) | (10,468,470 | ) | (1,990,084 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
$ | (20,313,654 | ) | $ | (33,950,515 | ) | $ | (10,719,777 | ) | |||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Schedule of components of income tax expense attributable to income from continuing operations | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Current income tax expense: | |||||||||||
Federal | $ | — | $ | — | $ | — | |||||
State | 10,610 | 12,033 | 74,959 | ||||||||
Foreign | — | — | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
10,610 | 12,033 | 74,959 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Deferred income tax expense: | |||||||||||
Federal | — | — | — | ||||||||
State | — | — | — | ||||||||
Foreign | — | — | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
— | — | — | |||||||||
Total income tax expense | $ | 10,610 | $ | 12,033 | $ | 74,959 | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Schedule of significant differences between the United States federal statutory tax rate and the Company's effective tax rate for financial statement reporting purposes | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Statutory tax rate | 34 | % | 34 | % | 34 | % | |||||
Stock-based compensation on ISO's | (4 | ) | (7 | ) | (17 | ) | |||||
State tax, net of federal benefit | — | — | (1 | ) | |||||||
Change in valuation allowance | (30 | ) | (27 | ) | (17 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | — | % | — | % | (1 | )% | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Schedule of tax effects of temporary differences that give rise to the deferred tax asset | ' | ||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 106,210,000 | $ | 101,486,000 | |||||||
Accrued expenses | 2,463,000 | 2,569,000 | |||||||||
Intangibles | 289,000 | 284,000 | |||||||||
Reserves | 846,000 | 858,000 | |||||||||
Depreciation | 159,000 | 140,000 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net deferred tax assets | 109,967,000 | 105,337,000 | |||||||||
Less valuation allowance | (109,565,000 | ) | (104,458,000 | ) | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Deferred tax assets | 402,000 | 879,000 | |||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Deferred tax liabilities: | |||||||||||
Acquired intangible assets | (402,000 | ) | (879,000 | ) | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net deferred tax assets (liabilities) | $ | — | $ | — | |||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting | ' | |||||||||||||
Schedule of reportable segment data | ' | |||||||||||||
For the years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Operating Revenues: | ||||||||||||||
EMBASSY® digital security products and services | $ | 19,755,513 | $ | 23,185,461 | $ | 34,415,818 | ||||||||
Safend endpoint data loss protection products and services | 4,645,339 | 5,659,052 | 1,723,197 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Operating Revenues | $ | 24,400,852 | $ | 28,844,513 | $ | 36,139,015 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net Loss: | ||||||||||||||
EMBASSY® digital security products and services | (15,319,925 | ) | (23,351,556 | ) | (8,734,824 | ) | ||||||||
Safend endpoint data loss protection products and services | (4,776,053 | ) | (10,413,126 | ) | (2,155,368 | ) | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Segments Net Loss | (20,095,978 | ) | (33,764,682 | ) | (10,890,192 | ) | ||||||||
Net other income (expense) | (17,220 | ) | 12,156 | 175,004 | ||||||||||
Net interest expense | (200,456 | ) | (197,989 | ) | (4,589 | ) | ||||||||
Income tax expense | (10,610 | ) | (12,033 | ) | (74,959 | ) | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Net Loss | $ | (20,234,264 | ) | $ | (33,962,548 | ) | $ | (10,794,736 | ) | |||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Impairment of Goodwill and Intangible Assets: | ||||||||||||||
EMBASSY® digital security products and services | — | — | — | |||||||||||
Safend endpoint data loss protection products and services | 2,590,000 | 4,054,732 | — | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Impairment of Goodwill and Intangible Assets | $ | 2,590,000 | $ | 4,054,732 | $ | — | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Depreciation and Amortization Expense: | ||||||||||||||
EMBASSY® digital security products and services | 681,303 | 705,319 | 592,227 | |||||||||||
Safend endpoint data loss protection products and services | 328,573 | 1,426,817 | 412,841 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Depreciation and Amortization Expense | $ | 1,009,876 | $ | 2,132,136 | $ | 1,005,068 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Capital Expenditures: | ||||||||||||||
EMBASSY® digital security products and services | 165,338 | 137,567 | 982,821 | |||||||||||
Safend endpoint data loss protection products and services | 21,377 | 32,093 | 12,582 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Capital Expenditures | $ | 186,715 | $ | 169,660 | $ | 995,403 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
As of | ||||||||||||||
December 31, | December 31, | December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Assets: | ||||||||||||||
EMBASSY® digital security products and services | $ | 7,733,322 | $ | 9,695,864 | $ | 12,373,734 | ||||||||
Safend endpoint data loss protection products and services | 4,091,587 | 8,937,294 | 17,748,523 | |||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Total Assets | $ | 11,824,909 | $ | 18,633,158 | $ | 30,122,257 | ||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ||||
Schedule of sales by geographic area | ' | |||||||||||||
United States | Europe | Asia | Total | |||||||||||
of America | ||||||||||||||
2013 | ||||||||||||||
EMBASSY® digital security products and services | $ | 14,422,288 | $ | 3,951,305 | $ | 1,381,920 | $ | 19,755,513 | ||||||
Safend endpoint data loss protection products and services | 1,845,373 | 2,413,402 | 386,564 | 4,645,339 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 16,267,661 | $ | 6,364,707 | $ | 1,768,484 | $ | 24,400,852 | ||||||
% of Total | 67 | % | 26 | % | 7 | % | 100 | % | ||||||
2012 | ||||||||||||||
EMBASSY® digital security products and services | $ | 18,857,487 | $ | 3,892,693 | $ | 435,281 | $ | 23,185,461 | ||||||
Safend endpoint data loss protection products and services | 2,332,216 | 2,656,320 | 670,516 | 5,659,052 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 21,189,703 | $ | 6,549,013 | $ | 1,105,797 | $ | 28,844,513 | ||||||
% of Total | 73 | % | 23 | % | 4 | % | 100 | % | ||||||
2011 | ||||||||||||||
EMBASSY® digital security products and services | $ | 30,260,537 | $ | 3,813,236 | $ | 342,045 | $ | 34,415,818 | ||||||
Safend endpoint data loss protection products and services | 743,404 | 872,494 | 107,299 | 1,723,197 | ||||||||||
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |
Total | $ | 31,003,941 | $ | 4,685,730 | $ | 449,344 | $ | 36,139,015 | ||||||
% of Total | 86 | % | 13 | % | 1 | % | 100 | % | ||||||
Schedule of customers by segment, from which Wave derived revenue in excess of 10% | ' | |||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Customer | Segment | Revenue | ||||||||||||
Dell, Inc. | EMBASSY® | $ | 11,175,396 | $ | 15,829,535 | $ | 22,259,058 | |||||||
% of Total Revenue | 46 | % | 55 | % | 62 | % |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Selected Quarterly Financial Data (unaudited) | ' | |||||||||||||
Schedule of selected quarterly financial data | ' | |||||||||||||
Quarter-ended | ||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||
2013 | 2013 | 2013 | 2013 | |||||||||||
Revenues | $ | 5,613,559 | $ | 6,251,325 | $ | 6,742,242 | $ | 5,793,726 | ||||||
Cost of net revenues* | 313,310 | 471,200 | 579,466 | 2,332,960 | ||||||||||
Loss from operations | (3,611,657 | ) | (2,895,031 | ) | (3,432,071 | ) | (10,157,219 | ) | ||||||
Net loss | (3,676,389 | ) | (2,943,823 | ) | (3,490,297 | ) | (10,213,755 | ) | ||||||
Net loss per common share—basic and diluted | $ | (0.11 | ) | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.39 | ) | ||
Quarter-ended | ||||||||||||||
December 31, | September 30, | June 30, | March 31, | |||||||||||
2012 | 2012 | 2012 | 2012 | |||||||||||
Revenues | $ | 7,130,639 | $ | 6,970,263 | $ | 7,761,474 | $ | 6,982,137 | ||||||
Cost of net revenues* | 4,510,166 | 737,209 | 867,497 | 751,460 | ||||||||||
Loss from operations | (12,909,486 | ) | (6,073,772 | ) | (6,446,839 | ) | (8,334,585 | ) | ||||||
Net loss | (13,019,811 | ) | (6,108,492 | ) | (6,521,155 | ) | (8,313,090 | ) | ||||||
Net loss per common share—basic and diluted | $ | (0.50 | ) | $ | (0.25 | ) | $ | (0.28 | ) | $ | (0.37 | ) | ||
* | ||||||||||||||
Beginning in the quarter ended September 30, 2013, the Company reclassified support expense from selling, general and administrative expense to cost of net revenues. For conformity with the 2013 presentation, this resulted in a reclassification of $92,000 for the quarter ended June 30, 2013; $187,000 for the quarter ended March 31, 2013; $179,000 for the quarter ended December 31, 2012; $105,000 for the quarter ended September 30, 2012 and $105,000 for the quarter ended June 30, 2012. The quarters ended March 31, 2013 and December 31, 2012 include the developed technology impairment losses of $1,615,000 and $3,423,100, respectively. | ||||||||||||||
Reverse_Stock_Split_Details
Reverse Stock Split (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||
Jul. 02, 2013 | Dec. 31, 2013 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B Common Stock | Class B Common Stock | Class B Common Stock | |||
Reverse stock split | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.25 | 0.25 | 0.25 | ' | ' | 0.25 | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Liquidity_Details
Liquidity (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 18, 2013 | Dec. 18, 2013 | Jul. 25, 2013 | Mar. 13, 2013 | Apr. 23, 2013 | Mar. 11, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 19, 2013 | Jul. 25, 2013 | Apr. 23, 2013 | Oct. 23, 2012 | Aug. 08, 2012 | Jul. 25, 2013 | Apr. 23, 2013 | Dec. 18, 2013 | Aug. 09, 2013 | Mar. 31, 2014 | Dec. 18, 2013 | Dec. 18, 2013 | Dec. 18, 2013 | Mar. 13, 2013 | |
Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | At the Market Sales Agreement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | Equity issuance | |||||
Warrants - December 2013 financing - Subscribers | SRA Warrants - 2013 financing | Warrants - July 2013 financing - Subscribers | Warrants Issued, March 2013 | Warrants - April 2013 financing - Subscribers | Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Common Stock | Common Stock | Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | |||||
Subsequent event | Subsequent event | Average | Average | Maximum | Maximum | Funding plan | Warrants - July 2013 financing - Subscribers | Warrants - April 2013 financing - Subscribers | Funding plan | Funding plan | Warrants - December 2013 financing - Subscribers | SRA Warrants - 2013 financing | SRA Warrants - 2013 financing | ||||||||||||||||||
Subsequent event | Maximum | Subsequent event | Maximum | ||||||||||||||||||||||||||||
Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | $417,240,480 | $396,916,216 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative working capital | 8,194,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash on hand | 2,120,102 | 2,112,769 | 3,385,035 | 3,595,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shelf registration statement, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' |
Number of shares sold | ' | ' | ' | ' | 1,253,351 | ' | 1,204,470 | 301,205 | 1,585,000 | 11,100,000 | 3,811,523 | 1,973,267 | 5,326,409 | ' | ' | ' | ' | ' | 1,204,470 | 1,585,000 | 831,188 | 646,956 | ' | ' | ' | ' | ' | 1,253,351 | ' | ' | 301,205 |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.45 | $1.02 | $2.90 | $9.12 | ' | $1.27 | $2 | $4.01 | $2.57 | ' | ' | ' | ' | ' | $0.97 | ' | ' | $3.32 |
Gross proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 1,529,677 | 3,170,000 | 3,333,062 | 1,662,677 | ' | ' | ' | ' | ' | 1,218,884 | ' | ' | 1,000,000 |
Placement agent fees equal to gross proceeds from offering (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | 6.00% |
Net proceeds from issuance of common stock | 11,706,066 | 13,659,587 | ' | ' | 1,116,000 | ' | 1,408,000 | 910,000 | 2,920,000 | 19,700,000 | 5,352,893 | 9,053,593 | 5,282,006 | ' | ' | ' | ' | ' | 1,408,000 | 2,920,000 | 3,073,000 | 1,533,000 | ' | ' | ' | ' | ' | 1,116,000 | ' | ' | 910,000 |
Offering costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 634,000 | 177,000 | 290,000 | 167,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent fees | ' | ' | ' | ' | 73,000 | ' | 92,000 | 60,000 | 190,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 92,000 | 190,200 | 199,984 | 99,761 | ' | ' | ' | ' | ' | 73,000 | ' | ' | 60,000 |
Legal and other fees | ' | ' | ' | ' | 30,000 | ' | 30,000 | 30,000 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | 60,000 | 60,000 | 30,000 | ' | ' | ' | ' | ' | 30,000 | ' | ' | 30,000 |
Common stock agreed to be issued against warrants (in shares) | ' | ' | ' | ' | 626,674 | 75,201 | 72,268 | 150,603 | 792,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72,268 | 792,500 | ' | ' | ' | 626,674 | ' | 75,201 | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | $0.91 | $0.91 | $1.27 | $3.32 | $2.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.27 | $2.48 | ' | ' | ' | $0.91 | $0.91 | ' | ' |
Period of restricted capital raising under one-third rule | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restrict market value of the common equity held by non-affiliates in accordance with one third rule | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' |
Number of days prior to the date of filing of registration statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' |
Gross proceeds available under the shelf registration statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,718,000 | ' | ' | ' | ' |
Restricted amount under the shelf registration statement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,721,000 | ' | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash and Cash Equivalents | ' | ' | ' |
Number of institutions in which the company has cash deposits | 2 | ' | ' |
Accounts Receivable and Allowance For Doubtful Accounts | ' | ' | ' |
Unbilled amounts included in accounts receivable | 125,497 | 118,088 | ' |
Dell, Inc. | ' | ' | ' |
Concentrations of credit risks | ' | ' | ' |
Receivables, classified as pledged receivables | 1,683,188 | 1,299,283 | ' |
Sales revenue | Customer concentration | Dell, Inc. | ' | ' | ' |
Concentrations of credit risks | ' | ' | ' |
Concentration risk (as a percent) | 46.00% | 55.00% | 62.00% |
Accounts receivable | Dell Inc. and its affiliates | ' | ' | ' |
Concentrations of credit risks | ' | ' | ' |
Accounts receivable | 1,025,377 | 1,187,398 | 4,189,388 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Property, plant and equipment other than leasehold improvements | Minimum | ' |
Property and equipment | ' |
Useful life | '3 years |
Property, plant and equipment other than leasehold improvements | Maximum | ' |
Property and equipment | ' |
Useful life | '5 years |
Leasehold improvements | Minimum | ' |
Property and equipment | ' |
Useful life | '3 years |
Leasehold improvements | Maximum | ' |
Property and equipment | ' |
Useful life | '15 years |
Significant_Accounting_Policie4
Significant Accounting Policies (Details 3) (Capitalized internal-use software development costs, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Capitalized internal-use software development costs | ' |
Capitalized internal-use software development costs | ' |
Estimated useful life | '5 years |
Capitalized costs | $726,000 |
Significant_Accounting_Policie5
Significant Accounting Policies (Details 4) (USD $) | 0 Months Ended | 12 Months Ended | |||||||
Jul. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
item | Weighted average potential common shares | Weighted average potential common shares | Weighted average potential common shares | Weighted average employee stock options and other stock warrants | Weighted average employee stock options and other stock warrants | Weighted average employee stock options and other stock warrants | |||
Loss per share | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities excluded from earnings per share | ' | ' | ' | 99,000 | 615,000 | 1,676,000 | 5,504,000 | 3,669,000 | 2,254,000 |
Revenue Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of classes of end user customers | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Minimum order of licenses of end user customers defined as large | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' |
Maximum order of licenses of end user customers defined as small | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' |
Reclassifications | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassifications of support expense | ' | ' | $389,000 | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.25 | 0.25 | ' | ' | ' | ' | ' | ' | ' |
Secured_Borrowings_and_Pledged1
Secured Borrowings and Pledged Receivables (Details) (Secured borrowings collateralized by receivables, USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Secured borrowings collateralized by receivables | ' | ' |
Secured Borrowings and Collateralized Receivables | ' | ' |
Carrying value of secured borrowing as a percentage of associated pledged receivable | 85.00% | ' |
Percentage of holdback provision as per the TRE agreement | 15.00% | ' |
Interest rate on secured borrowings for every thirty days outstanding (as a percent) | 1.50% | ' |
Receivables transferred to CapFlow and TRE, remain uncollected | $1,683,188 | $1,801,683 |
Secured borrowings | 1,430,710 | 1,537,710 |
Interest expense associated with the secured borrowings | 117,907 | 123,065 |
Proceeds from the transfer of pledged receivables | 8,316,898 | 10,531,356 |
Amount of pledged receivables collected by CapFlow and TRE | 6,886,188 | 8,993,646 |
Pledged receivables repurchased | $0 | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Sep. 16, 2013 | Oct. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Class A Common Stock | Steven Sprague | Peter Sprague | Peter Sprague | Peter Sprague | Michael Sprague | Michael Sprague | Michael Sprague | ||
EXO5 | |||||||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of years annual base salary to be paid in lump sum in case of termination of employment | ' | ' | '3 years | ' | ' | ' | ' | ' | ' |
Expenses recognized on termination of employment | ' | ' | $1,013,000 | ' | ' | ' | ' | ' | ' |
Related party transaction accounts payable and accrued expense | ' | ' | 976,000 | ' | ' | ' | ' | ' | ' |
Salary paid | ' | ' | ' | 134,200 | 134,200 | 134,160 | 189,300 | 189,300 | 189,280 |
Bonus earned | ' | ' | ' | 0 | 30,000 | 125,000 | 0 | 45,000 | 55,000 |
Number of shares issued to acquire a perpetual license under the agreement | ' | 372,578 | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued to acquire a perpetual license under the agreement | $500,000 | $500,000 | ' | ' | ' | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property and equipment | ' | ' | ' |
Property and equipment, gross | $7,929,904 | $7,781,155 | ' |
Less: Accumulated depreciation and amortization | -7,333,084 | -6,909,587 | ' |
Total | 596,820 | 871,568 | ' |
Depreciation and amortization expense on property and equipment | 461,000 | 535,000 | 399,000 |
Computer equipment | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 4,391,637 | 4,274,386 | ' |
Furniture, fixtures and improvements | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 812,977 | 822,290 | ' |
Computer software | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | $2,725,290 | $2,684,479 | ' |
Acquisition_of_Safend_Ltd_Deta
Acquisition of Safend, Ltd. (Details) (USD $) | 0 Months Ended | |||
Sep. 22, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Allocated to: | ' | ' | ' | ' |
Allocation to goodwill | ' | $1,448,000 | $4,038,000 | ' |
Safend | ' | ' | ' | ' |
Acquisition of Safend, Ltd. | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | 405,000 |
Contingent consideration | 0 | ' | ' | ' |
Equity interest acquired (as a percent) | 100.00% | ' | ' | ' |
Costs to acquire: | ' | ' | ' | ' |
Cash payment | 1,100,000 | ' | ' | ' |
Stock-based consideration | 11,377,528 | ' | ' | ' |
Total | 12,477,528 | ' | ' | ' |
Allocated to: | ' | ' | ' | ' |
Cash and cash equivalents | 296,685 | ' | ' | ' |
Accounts receivable | 469,461 | ' | ' | ' |
Prepaid expenses and other current assets | 557,153 | ' | ' | ' |
Long-term prepaid expenses | 12,197 | ' | ' | ' |
Property and equipment | 133,235 | ' | ' | ' |
Acquired intangible assets | 10,578,000 | ' | ' | ' |
Accounts payable and accrued expenses | -1,209,764 | ' | ' | ' |
Royalty liability | -4,043,000 | ' | ' | ' |
Deferred revenue | -1,565,704 | ' | ' | ' |
Net assets acquired | 5,228,263 | ' | ' | ' |
Charge for adjustments to working capital | 1,033,206 | ' | ' | ' |
Allocation to goodwill | 6,216,059 | 1,448,000 | 4,038,000 | 6,216,059 |
Safend | Class A Common Stock | ' | ' | ' | ' |
Acquisition of Safend, Ltd. | ' | ' | ' | ' |
Fair value of consideration transferred in shares | 1,316,844 | ' | ' | ' |
Closing price (in dollars per share) | $8.64 | ' | ' | ' |
Costs to acquire: | ' | ' | ' | ' |
Stock-based consideration | $11,377,528 | ' | ' | ' |
Acquisition_of_Safend_Ltd_Deta1
Acquisition of Safend, Ltd. (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 22, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2011 | Sep. 22, 2011 |
Safend | Safend | Safend | Safend | Safend | Safend | |||
Adjustments to Preliminary Purchase Price Allocation | Adjustments to Preliminary Purchase Price Allocation | |||||||
Acquisition of Safend, Ltd. | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable, overstated | ' | ' | ($469,461) | ' | ' | ' | $649,480 | ' |
Deferred revenue, understated | ' | ' | 1,565,704 | ' | ' | ' | 383,726 | ' |
Charge for adjustments to working capital | ' | ' | 1,033,206 | ' | ' | ' | 1,033,206 | ' |
Number of shares placed into escrow | ' | ' | 150,181 | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | 1,300,000 | ' | ' | ' | ' | ' |
Portion of the amount of escrow to be released 12 months subsequent to the closing date (as a percent) | ' | ' | 66.67% | ' | ' | ' | ' | ' |
Escrow deposit release period one | ' | ' | '12 months | ' | ' | ' | ' | ' |
Portion of the amount of escrow to be released after an additional 6 months (as a percent) | ' | ' | 33.33% | ' | ' | ' | ' | ' |
Escrow deposit release period two | ' | ' | '6 months | ' | ' | ' | ' | ' |
Period provided to the entity to present a final working capital statement and any negative adjustment to the purchase price based upon final working capital being below an agreed upon target | ' | ' | '60 days | ' | ' | ' | ' | ' |
Period available to selling shareholders to review and dispute any adjustment | ' | ' | '45 days | ' | ' | ' | ' | ' |
Royalty rate (as a percent) | ' | ' | 3.50% | ' | ' | ' | ' | ' |
Rate at which interest is charged | ' | ' | 'LIBOR | ' | ' | ' | ' | ' |
Total value of grants owed | ' | ' | ' | ' | ' | ' | ' | 5,400,000 |
Fair value of royalty liability | ' | ' | 4,043,000 | ' | ' | ' | ' | 4,043,000 |
Acquired intangible assets | ' | ' | 10,578,000 | ' | ' | ' | ' | 1,770,000 |
Goodwill | 1,448,000 | 4,038,000 | 6,216,059 | 6,216,059 | 1,448,000 | 4,038,000 | ' | 2,273,000 |
Royalty liability | 4,509,629 | 4,486,129 | ' | ' | 4,673,629 | 4,696,129 | ' | ' |
Unaudited pro forma financial information | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenue | ' | ' | ' | 40,378,944 | ' | ' | ' | ' |
Operating loss | ' | ' | ' | -13,242,454 | ' | ' | ' | ' |
Net loss | ' | ' | ' | ($13,095,178) | ' | ' | ' | ' |
Basic and diluted EPS - Net loss | ' | ' | ' | ($0.60) | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 22, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Developed Technology | Developed Technology | In-Process Technology | In-Process Technology | Customer Relationships | Customer Relationships | Trade Name | Trade Name | Internal-use software | Acquired Patents | Acquired Patents | Safend | Safend | Safend | Safend | Safend | Safend | Safend | Safend | Safend | ||||||
Customer relationship and in-process technology | Developed Technology | Developed Technology | |||||||||||||||||||||||
Changes in the carrying amount of goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | $4,038,000 | ' | $4,038,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,038,000 | ' | $4,038,000 | $6,216,059 | $6,216,059 | ' | ' | ' |
Impairment loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 2,600,000 | 2,200,000 | -2,590,000 | -2,178,059 | ' | ' | ' | ' |
Balance at the end of the period | ' | 4,038,000 | 1,448,000 | 4,038,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,038,000 | 1,448,000 | 4,038,000 | 6,216,059 | ' | ' | ' |
Impairment charge on intangible assets | 1,615,000 | 3,423,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | 5,300,000 | ' | ' | ' | 1,900,000 | 1,600,000 | 3,400,000 |
Goodwill impairment charge and the intangible assets impairment charge | ' | ' | 2,590,000 | 4,054,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,100,000 | ' | ' | ' | ' |
Intangible Asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Carrying Amount | ' | 11,678,000 | 12,404,000 | 11,678,000 | ' | 6,426,000 | 6,426,000 | 90,000 | 90,000 | 3,972,000 | 3,972,000 | 90,000 | 90,000 | 726,000 | 1,100,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | ' | -2,349,894 | -2,898,307 | -2,349,894 | ' | -1,266,803 | -1,167,900 | ' | ' | -697,327 | -505,327 | -90,000 | -90,000 | -37,510 | -806,667 | -586,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Impairment loss | ' | -5,299,773 | -6,914,773 | -5,299,773 | ' | -5,038,100 | -3,423,100 | -90,000 | -90,000 | -1,786,673 | -1,786,673 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net | ' | 4,028,333 | 2,590,920 | 4,028,333 | ' | 121,097 | 1,835,000 | ' | ' | 1,488,000 | 1,680,000 | ' | ' | 688,490 | 293,333 | 513,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Useful Life | ' | ' | ' | ' | ' | '4 years 9 months 18 days | '5 years 9 months 18 days | ' | ' | '7 years 9 months 18 days | '8 years 9 months 18 days | ' | ' | '4 years 9 months 18 days | '1 year 4 months 24 days | '2 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets amortization expense | ' | ' | $548,000 | $1,597,000 | $606,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Estimated Amortization Expense | ' | ' |
2014 | $583,000 | ' |
2015 | 436,000 | ' |
2016 | 363,000 | ' |
2017 | 363,000 | ' |
2018 | 319,000 | ' |
Thereafter | 527,000 | ' |
Net | $2,590,920 | $4,028,333 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts Payable and Accrued Expenses | ' | ' |
Accounts payable | $1,808,335 | $1,973,106 |
Accrued payroll and related costs | 3,878,131 | 4,100,859 |
Accrued consulting and professional fees | 50,000 | 25,000 |
Royalty liability | 164,000 | 210,000 |
State & local taxes payable | 23,300 | 29,734 |
Funded software development | ' | 600,000 |
Other accrued expenses | 865,508 | 632,024 |
Total accounts payable and accrued expenses | $6,789,274 | $7,570,723 |
Preferred_Stock_Details
Preferred Stock (Details) (Convertible preferred stock, USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Convertible preferred stock | ' | ' | ' |
Preferred Stock | ' | ' | ' |
Shares authorized for issuance | 2,000 | ' | ' |
Par value (in dollars per share) | $0.01 | ' | ' |
Shares issued | 0 | 0 | 0 |
Shares outstanding | 0 | 0 | 0 |
Common_Stock_Details
Common Stock (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 22, 2011 | Sep. 22, 2011 | Dec. 01, 2013 | Jun. 01, 2013 | Dec. 02, 2012 | Jun. 02, 2012 | Dec. 02, 2011 | Jun. 02, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 16, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 18, 2013 | Dec. 18, 2013 | Jul. 25, 2013 | Apr. 23, 2013 | Mar. 13, 2013 | Oct. 23, 2012 | Aug. 08, 2012 | Dec. 31, 2012 | Aug. 08, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 18, 2013 | Dec. 18, 2013 | Dec. 18, 2013 | Jul. 25, 2013 | Apr. 23, 2013 | Oct. 23, 2012 | Aug. 08, 2012 | Jul. 25, 2013 | Apr. 23, 2013 | Oct. 23, 2012 | Aug. 08, 2012 | Aug. 08, 2012 | Mar. 13, 2013 | |
Safend | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | ||||
Safend | 2004 Employee Stock Purchase Plan | 2004 Employee Stock Purchase Plan | 2004 Employee Stock Purchase Plan | 2004 Employee Stock Purchase Plan | 2004 Employee Stock Purchase Plan | 2004 Employee Stock Purchase Plan | Stock Options | Stock Options | Stock Options | EXO5 | Minimum | Minimum | Maximum | Maximum | Warrants - December 2013 financing - Subscribers | SRA Warrants - 2013 financing | Warrants - July 2013 financing - Subscribers | Warrants - April 2013 financing - Subscribers | Warrants Issued, March 2013 | Warrants - October 2012 financing | Warrants - August 2012 financing - Subscribers | Warrants - August 2012 financing - Subscribers | Warrants - August 2012 financing - Placement Agent | Warrants - 2012 and 2009 financing | Warrants - 2012 and 2009 financing | Warrants - 2012 and 2009 financing | SRA Warrants - 2009 financing | Warrants - 2009 and 2008 financing | Warrants - 2009 and 2008 financing | Warrants - 2009 and 2008 financing | Warrants - 2009 2008 Security Research Associates | At the market offerings through MLV | At the market offerings through MLV | At the market offerings through MLV | At the market offerings through MLV | At the market offerings through MLV | At the market offerings through MLV | 2013 shelf registration statement | 2013 shelf registration statement | 2013 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | 2011 shelf registration statement | Equity issuance | |||||
Stock Options | Stock Options | Minimum | Maximum | Minimum | Maximum | Minimum | Minimum | Maximum | Maximum | Warrants - December 2013 financing - Subscribers | SRA Warrants - 2013 financing | SRA Warrants - 2013 financing | Warrants - July 2013 financing - Subscribers | Warrants - April 2013 financing - Subscribers | Warrants - October 2012 financing | Warrants - August 2012 financing - Subscribers | Warrants - August 2012 financing - Placement Agent | ||||||||||||||||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of common stock | $11,706,066 | $13,659,587 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,116,000 | ' | $1,408,000 | $2,920,000 | $910,000 | $3,073,000 | $1,533,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,352,893 | $9,053,593 | ' | ' | ' | ' | $1,116,000 | ' | ' | $1,408,000 | $2,920,000 | $3,073,000 | $1,533,000 | ' | ' | ' | ' | ' | $910,000 |
Offering costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 177,000 | 290,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,253,351 | ' | 1,204,470 | 1,585,000 | 301,205 | 831,188 | 646,956 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,811,523 | 1,973,267 | ' | ' | ' | ' | 1,253,351 | ' | ' | 1,204,470 | 1,585,000 | 831,188 | 646,956 | ' | ' | ' | ' | ' | 301,205 |
Share price (in dollars per share) | ' | ' | ' | ' | $8.64 | $0.98 | $1.29 | $2.14 | $3.40 | $7.65 | $9.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.90 | $2.60 | $2.90 | $9.12 | $0.97 | ' | ' | $1.27 | $2 | $4.01 | $2.57 | ' | ' | ' | ' | ' | $3.32 |
Gross proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,218,884 | ' | ' | 1,529,677 | 3,170,000 | 3,333,062 | 1,662,677 | ' | ' | ' | ' | ' | 1,000,000 |
Number of shares under warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 626,674 | 75,201 | 72,268 | 792,500 | 150,603 | 415,594 | 323,478 | ' | 38,817 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 626,674 | ' | 75,201 | ' | ' | ' | ' | 72,268 | 792,500 | 415,594 | 323,478 | 38,817 | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.91 | $0.91 | $1.27 | $2.48 | $3.32 | $3.76 | $2.32 | ' | $2.32 | ' | $2.20 | $2.32 | ' | ' | $1.12 | $4.62 | ' | ' | ' | ' | ' | ' | ' | $0.91 | $0.91 | ' | ' | ' | ' | ' | $1.27 | $2.48 | $3.76 | $2.32 | $2.32 | ' |
Placement agent fees equal to gross proceeds from offering (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | 6.00% | 6.00% | ' | ' | ' | ' | ' | ' | ' | 6.00% |
Placement agent fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,000 | ' | 92,000 | 190,200 | 60,000 | 199,984 | 99,761 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,000 | ' | ' | 92,000 | 190,200 | 199,984 | 99,761 | ' | ' | ' | ' | ' | 60,000 |
Legal and other fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | 30,000 | 60,000 | 30,000 | 60,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | 30,000 | 60,000 | 60,000 | 30,000 | ' | ' | ' | ' | ' | 30,000 |
Gross proceeds received from exercise of warrants | ' | 320,500 | 1,260,288 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,000 | ' | 320,500 | ' | ' | ' | 1,260,288 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued to acquire a perpetual license under the agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 372,578 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,826 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued to acquire a perpetual license under the agreement | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares upon exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | 145,000 | ' | ' | 10,111 | 502,059 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from employee stock option exercises | 42,039 | 79,503 | 806,119 | ' | ' | ' | ' | ' | ' | ' | ' | 42,039 | 79,503 | 806,119 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares upon exercise of employee stock options | 12,983 | 22,800 | 124,655 | ' | ' | ' | ' | ' | ' | ' | ' | 12,983 | 22,800 | 124,655 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of employee stock options exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.24 | ' | ' | ' | $2 | $2.08 | $14.16 | $7.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | 12,477,528 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of consideration paid in cash | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration transferred in shares | ' | ' | ' | ' | 1,316,844 | ' | ' | 358,285 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deemed value of consideration transferred in shares | ' | ' | ' | 11,377,528 | 11,377,528 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares | ' | ' | ' | ' | ' | 93,916 | 132,970 | 89,571 | 139,480 | 49,395 | 46,884 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from employee stock purchase plans | $263,599 | $666,095 | $814,644 | ' | ' | $91,803 | $171,796 | $191,862 | $474,233 | $377,873 | $436,771 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sharebased_Compensation_Detail
Share-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2013 | |
1994 Employee Stock Option Plan | ' |
Share-based Compensation | ' |
Vesting period | '3 years |
Expiration period | '10 years |
1994 Employee Stock Option Plan | Class A common stock | ' |
Share-based Compensation | ' |
Shares reserved for issuance | 6,000,000 |
Directors' Plan | Class A common stock | ' |
Share-based Compensation | ' |
Shares reserved for issuance | 250,000 |
Directors' Plan | Options | ' |
Share-based Compensation | ' |
Expiration period | '10 years |
Directors' Plan | Options | Class A common stock | ' |
Share-based Compensation | ' |
Options granted (in shares) | 15,000 |
Additional annual grant (in shares) | 15,000 |
Sharebased_Compensation_Detail1
Share-based Compensation (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation | ' | ' | ' |
Share-based Compensation expense | $1,694,842 | $4,830,831 | $5,379,961 |
Cost of Sales | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Share-based Compensation expense | 28,084 | 47,371 | 54,454 |
Selling, General & Administrative | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Share-based Compensation expense | 1,250,543 | 3,400,978 | 3,845,116 |
Research & Development | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Share-based Compensation expense | $416,215 | $1,382,482 | $1,480,391 |
Sharebased_Compensation_Detail2
Share-based Compensation (Details 3) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock option plans | ' | ' |
Share-based Compensation | ' | ' |
Expected Term | '4 years 6 months | '4 years 10 months 24 days |
Risk-free Rate - minimum (as a percent) | 0.65% | 0.57% |
Risk-free Rate - maximum (as a percent) | 1.68% | 1.20% |
Expected Volatility - minimum (as a percent) | 88.40% | 91.80% |
Expected Volatility - maximum (as a percent) | 98.10% | 96.00% |
Dividend Yield (as a percent) | 0.00% | 0.00% |
Stock option plans | Wt. avg. | ' | ' |
Share-based Compensation | ' | ' |
Risk-free Rate (as a percent) | 1.09% | 0.85% |
Expected Volatility (as a percent) | 93.90% | 92.50% |
Stock purchase plan | ' | ' |
Share-based Compensation | ' | ' |
Expected Term | '6 months | '6 months |
Risk-free Rate - minimum (as a percent) | 0.08% | 0.12% |
Risk-free Rate - maximum (as a percent) | 0.10% | 0.14% |
Expected Volatility - minimum (as a percent) | 89.60% | 62.60% |
Expected Volatility - maximum (as a percent) | 90.80% | 95.60% |
Dividend Yield (as a percent) | 0.00% | 0.00% |
Stock purchase plan | Wt. avg. | ' | ' |
Share-based Compensation | ' | ' |
Risk-free Rate (as a percent) | 0.10% | 0.13% |
Expected Volatility (as a percent) | 90.50% | 75.50% |
Sharebased_Compensation_Detail3
Share-based Compensation (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Shares | ' | ' | ' |
Balance at beginning of year (in shares) | 3,341,575 | 2,936,392 | 2,510,583 |
Granted (in shares) | 950,222 | 732,081 | 714,036 |
Forfeited (in shares) | -495,396 | -123,875 | -41,990 |
Expired (in shares) | -399,864 | -180,223 | -121,582 |
Exercised (in shares) | -12,983 | -22,800 | -124,655 |
Balance at end of year (in shares) | 3,383,554 | 3,341,575 | 2,936,392 |
Exercisable at end of year (in shares) | 2,304,154 | 2,129,510 | 1,667,443 |
Additional shares available for grant at end of year | 2,371,405 | 1,146,683 | 1,384,504 |
Weighted Average Exercise Price | ' | ' | ' |
Balance at beginning of year (in dollars per share) | $9.51 | $10.20 | $9.88 |
Granted (in dollars per share) | $2.69 | $8.20 | $15.92 |
Forfeited (in dollars per share) | $7.63 | $10.88 | $12.76 |
Expired (in dollars per share) | $10.55 | $15.20 | $40.80 |
Exercised (in dollars per share) | $3.24 | $3.48 | $6.48 |
Balance at end of year (in dollars per share) | $7.78 | $9.51 | $10.20 |
Exercisable at end of year (in dollars per share) | $8.94 | $8.68 | $9.12 |
Additional disclosures | ' | ' | ' |
Weighted average grant date fair value (in dollars per share) | $1.89 | $5.72 | $10.28 |
Weighted average remaining contractual term for options outstanding | '6 years | ' | ' |
Weighted average remaining contractual term for options exercisable | '4 years 7 months 6 days | ' | ' |
Unrecognized stock-based compensation cost | $1,355,000 | ' | ' |
Weighted average period over which unrecognized stock-based compensation cost is expected to be expensed | '1 year 3 months 18 days | ' | ' |
Total fair value of shares vested | 4,405,000 | 3,996,000 | 2,054,000 |
Intrinsic value of outstanding, vested and currently exercisable share options | $0 | ' | ' |
1999 Wave express Stock Incentive Plan | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Shares reserved for issuance | 2,500,000 | ' | ' |
Vesting period | '3 years | ' | ' |
Number of Shares | ' | ' | ' |
Granted (in shares) | 0 | 0 | 0 |
Sharebased_Compensation_Detail4
Share-based Compensation (Details 5) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Options outstanding | ' |
Number Outstanding (in shares) | 3,383,554 |
Options Exercisable | ' |
Number Exercisable (in shares) | 2,304,154 |
$0.25 - $3.50 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $0.25 |
Exercise price, high end of range (in dollars per share) | $3.50 |
Options outstanding | ' |
Number Outstanding (in shares) | 862,763 |
Weighted Average Remaining Contractual life | '6 years 8 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $2.24 |
Options Exercisable | ' |
Number Exercisable (in shares) | 477,177 |
Weighted Average Exercise Price (in dollars per share) | $3.14 |
$3.51 - $7.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $3.51 |
Exercise price, high end of range (in dollars per share) | $7 |
Options outstanding | ' |
Number Outstanding (in shares) | 427,385 |
Weighted Average Remaining Contractual life | '8 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $3.99 |
Options Exercisable | ' |
Number Exercisable (in shares) | 81,852 |
Weighted Average Exercise Price (in dollars per share) | $4.54 |
$7.01 - $8.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $7.01 |
Exercise price, high end of range (in dollars per share) | $8 |
Options outstanding | ' |
Number Outstanding (in shares) | 784,312 |
Weighted Average Remaining Contractual life | '3 years 2 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $7.65 |
Options Exercisable | ' |
Number Exercisable (in shares) | 783,479 |
Weighted Average Exercise Price (in dollars per share) | $7.65 |
$8.01 - $12.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $8.01 |
Exercise price, high end of range (in dollars per share) | $12 |
Options outstanding | ' |
Number Outstanding (in shares) | 727,738 |
Weighted Average Remaining Contractual life | '5 years 8 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $9.20 |
Options Exercisable | ' |
Number Exercisable (in shares) | 473,193 |
Weighted Average Exercise Price (in dollars per share) | $9.34 |
$12.01 - $18.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $12.01 |
Exercise price, high end of range (in dollars per share) | $18 |
Options outstanding | ' |
Number Outstanding (in shares) | 161,010 |
Weighted Average Remaining Contractual life | '3 years 4 months 24 days |
Weighted Average Exercise Price (in dollars per share) | $13.20 |
Options Exercisable | ' |
Number Exercisable (in shares) | 149,861 |
Weighted Average Exercise Price (in dollars per share) | $13.19 |
$18.01- $20.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $18.01 |
Exercise price, high end of range (in dollars per share) | $20 |
Options outstanding | ' |
Number Outstanding (in shares) | 355,083 |
Weighted Average Remaining Contractual life | '5 years 3 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $18.36 |
Options Exercisable | ' |
Number Exercisable (in shares) | 272,329 |
Weighted Average Exercise Price (in dollars per share) | $18.36 |
$20.01- $25.00 | ' |
Share-based Compensation | ' |
Exercise price, low end of range (in dollars per share) | $20.01 |
Exercise price, high end of range (in dollars per share) | $25 |
Options outstanding | ' |
Number Outstanding (in shares) | 65,263 |
Weighted Average Remaining Contractual life | '1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $20.13 |
Options Exercisable | ' |
Number Exercisable (in shares) | 65,263 |
Weighted Average Exercise Price (in dollars per share) | $20.16 |
Sharebased_Compensation_Detail5
Share-based Compensation (Details 6) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation | ' | ' | ' |
Aggregate proceeds | $263,599 | $666,095 | $814,644 |
Employee Stock Purchase Plan | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Discount from the market value of the shares sold to eligible employees (as a percent) | 15.00% | ' | ' |
Maximum percentage of base earnings which employees may elect to have withheld to purchase shares | 15.00% | ' | ' |
Purchase price of share awards expressed as a percentage of market price | 85.00% | ' | ' |
Eligible employees (as a percent) | 26.00% | 43.00% | 50.00% |
Employee Stock Purchase Plan | Class A common stock | ' | ' | ' |
Share-based Compensation | ' | ' | ' |
Maximum amount of market value of shares which employees may elect to have withheld to purchase shares | 25,000 | ' | ' |
Shares purchased | 226,886 | 229,052 | 96,279 |
Average share price (in dollars per share) | $1.16 | $2.92 | $8.48 |
Aggregate proceeds | $263,599 | $666,095 | $814,644 |
Warrants_Details
Warrants (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 28, 2013 | Dec. 31, 2012 | Mar. 13, 2013 | Apr. 23, 2013 | Jul. 25, 2013 | Dec. 18, 2013 | Dec. 18, 2013 | Oct. 23, 2012 | Aug. 08, 2012 | Dec. 31, 2012 | Aug. 08, 2012 | Jul. 21, 2009 | Dec. 31, 2011 | Jul. 16, 2009 | Dec. 31, 2011 | Apr. 08, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 08, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 13, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 13, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 24, 2008 | Dec. 24, 2008 | Oct. 30, 2008 | Oct. 30, 2008 | Dec. 31, 2011 | Jun. 30, 2008 | Dec. 31, 2011 | Jun. 30, 2008 | 23-May-08 | Dec. 31, 2011 | 23-May-08 | Dec. 24, 2008 | Oct. 30, 2008 | |
Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | 8% Series K Convertible Preferred Stock | Series J Convertible Preferred Stock | ||||
Warrants Issued, March 2013 | Warrants - April 2013 financing | Warrants - July 2013 financing | Warrants - December 2013 financing | Warrants - December 2013 financing - SRA Placement Agent | Warrants - October 2012 financing | Warrants - August 2012 financing | Warrants - August 2012 financing | Warrants - August 2012 financing - Placement Agent | Warrants - 21 July 2009 financing | Warrants - 21 July 2009 financing | Warrants - 16 July 2009 financing | Warrants - 16 July 2009 financing | Warrants - April 2009 financing | Warrants - April 2009 financing | Warrants - April 2009 financing | Warrants - April 2009 financing - Placement Agent | SRA Warrants - April 2009 financing | SRA Warrants - April 2009 financing | Warrants - March 2009 financing | Warrants - March 2009 financing | Warrants - March 2009 financing | Warrants - March 2009 financing - Placement Agent | SRA Warrants - March 2009 financing | SRA Warrants - March 2009 financing | Warrants - December 2008 financing | Warrants - December 2008 financing | Warrants - December 2008 financing - Placement Agent | Warrants - October 2008 financing | Warrants - October 2008 financing - Placement Agent | SRA Warrants - October 2008 financing | Warrants - June 2008 financing | Warrants - June 2008 financing | Warrants - June 2008 financing - Placement Agent | Warrants - May 2008 financing | Warrants - May 2008 financing | Warrants - May 2008 financing - Placement Agent | Warrants - December 2008 financing | Warrants - October 2008 financing | |||||||
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued or agreed to be issued against warrants (in shares) | ' | ' | ' | ' | ' | ' | 150,603 | 792,500 | 72,268 | 626,674 | 75,201 | 415,594 | 323,478 | ' | 38,817 | 223,967 | ' | 431,006 | ' | 235,142 | ' | ' | 28,217 | ' | ' | 98,125 | ' | ' | 11,775 | ' | ' | ' | 285,000 | 68,400 | 555,000 | 16,650 | ' | 117,531 | ' | 28,208 | 134,453 | ' | 32,269 | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | 301,205 | 1,585,000 | 1,204,470 | 1,253,351 | ' | 831,188 | 646,956 | ' | ' | 447,935 | ' | 862,011 | ' | 470,284 | ' | ' | ' | ' | ' | 196,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 470,125 | ' | ' | 537,913 | ' | ' | 456 | 111 |
Common stock, par value (in dollars per share) | ' | ' | ' | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 | ' | ' | $0.01 | ' | ' | ' | $0.01 | ' | $0.01 | ' | $0.01 | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' |
Net proceeds from issuance of common stock | $11,706,066 | $13,659,587 | ' | ' | ' | ' | $910,000 | $2,920,000 | $1,408,000 | $1,116,000 | ' | $3,073,000 | $1,533,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Placement agent fees | ' | ' | ' | ' | ' | ' | 60,000 | 190,200 | 92,000 | 73,000 | ' | 199,984 | 99,761 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal and other fees | ' | ' | ' | ' | ' | ' | 30,000 | 60,000 | 30,000 | 30,000 | ' | 60,000 | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | $3.32 | $2.48 | $1.27 | $0.91 | $0.91 | $3.76 | $2.32 | ' | $2.32 | $4.62 | ' | $4.62 | ' | $2.20 | ' | ' | $2.20 | ' | ' | $2.20 | ' | ' | $2.20 | ' | ' | ' | $1.12 | $1.12 | $1.60 | $1.60 | ' | $3.60 | ' | $3.60 | $3.40 | ' | $3.40 | ' | ' |
Additional proceeds, if warrants are exercised in full | ' | ' | ' | ' | ' | ' | 500,002 | 1,965,400 | 91,780 | 570,273 | 68,433 | 1,562,633 | 750,469 | ' | 90,056 | 1,034,728 | ' | 1,991,248 | ' | 517,312 | ' | ' | 62,077 | ' | ' | 215,875 | ' | ' | 25,905 | ' | ' | ' | ' | 76,608 | 888,000 | 26,640 | ' | 423,113 | ' | 101,547 | 457,140 | ' | 109,714 | ' | ' |
Gross proceeds received from exercise of warrants | ' | 320,500 | 1,260,288 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,000 | ' | ' | 226,605 | ' | 408,018 | ' | 217,250 | 58,813 | ' | ' | ' | ' | 74,250 | 2,750 | ' | ' | ' | 268,100 | ' | ' | ' | ' | ' | ' | 27,350 | ' | ' | 273,594 | ' | ' | ' |
Aggregate purchase price | $5,352,893 | $9,053,593 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,648,400 | ' | $3,172,199 | ' | $1,034,625 | ' | ' | ' | ' | ' | $431,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,598,425 | ' | ' | $1,721,000 | ' | ' | $1,276,800 | $721,500 |
Issuance of shares upon exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | 49,049 | ' | 88,316 | ' | 98,750 | 26,733 | ' | 6,786 | 7,518 | ' | 33,750 | 1,250 | ' | 3,325 | 5,426 | 239,375 | ' | ' | ' | ' | 7,883 | ' | 16,868 | ' | ' | 80,469 | ' | ' | ' |
Dividend rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Preferred stock, par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 |
Warrants_Details_2
Warrants (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants | ' |
Warrants Outstanding (in shares) | 2,600,570 |
Weighted Average Remaining Contractual Life | '3 years 9 months 18 days |
Weighted Average Exercise Price (in dollars per share) | $2.35 |
Warrants Exercisable (in shares) | 2,600,570 |
Weighted Average Exercise Price (in dollars per share) | $2.35 |
$0.25 - $2.00 | ' |
Warrants | ' |
Warrants Outstanding (in shares) | 774,144 |
Weighted Average Remaining Contractual Life | '4 years 6 months |
Weighted Average Exercise Price (in dollars per share) | $0.94 |
Warrants Exercisable (in shares) | 774,144 |
Weighted Average Exercise Price (in dollars per share) | $0.94 |
$0.25 - $2.00 | Minimum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $0.25 |
$0.25 - $2.00 | Maximum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $2 |
$2.01 - $4.00 | ' |
Warrants | ' |
Warrants Outstanding (in shares) | 1,708,492 |
Weighted Average Remaining Contractual Life | '3 years 8 months 12 days |
Weighted Average Exercise Price (in dollars per share) | $2.83 |
Warrants Exercisable (in shares) | 1,708,492 |
Weighted Average Exercise Price (in dollars per share) | $2.83 |
$2.01 - $4.00 | Minimum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $2.01 |
$2.01 - $4.00 | Maximum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $4 |
$4.01 - $4.62 | ' |
Warrants | ' |
Warrants Outstanding (in shares) | 117,934 |
Weighted Average Remaining Contractual Life | '1 year 1 month 6 days |
Weighted Average Exercise Price (in dollars per share) | $4.62 |
Warrants Exercisable (in shares) | 117,934 |
Weighted Average Exercise Price (in dollars per share) | $4.62 |
$4.01 - $4.62 | Minimum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $4.01 |
$4.01 - $4.62 | Maximum | ' |
Warrants | ' |
Exercise price of warrants (in dollars per share) | $4.62 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Sep. 22, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Royalty Liability | ' | ' | ' |
Royalty liability | ' | $4,509,629 | $4,486,129 |
Accretion of royalty liability | ' | 81,400 | 67,500 |
Safend | ' | ' | ' |
Royalty Liability | ' | ' | ' |
Royalty rate (as a percent) | 3.50% | ' | ' |
Fair value of royalty liability | 4,043,000 | ' | ' |
Royalty liability | ' | 4,673,629 | 4,696,129 |
Amount repaid to OCS | ' | 183,000 | 202,000 |
Additional grants received from OCS | ' | 80,000 | 79,000 |
Accretion of royalty liability | ' | $81,000 | $68,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) | ' | ' | ' |
2014 | $915,000 | ' | ' |
2015 | 830,000 | ' | ' |
2016 | 396,000 | ' | ' |
2017 | 14,000 | ' | ' |
Thereafter | 2,000 | ' | ' |
Total minimum lease payments | 2,157,000 | ' | ' |
Leases Operating Expense | ' | ' | ' |
Rent expense | 1,123,000 | 1,143,000 | 1,177,000 |
Termination fee | ' | ' | $100,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Loss before income tax expense: | ' | ' | ' |
United States of America | ($15,416,885) | ($23,482,045) | ($8,729,693) |
State of Israel | -4,896,769 | -10,468,470 | -1,990,084 |
Loss before income tax expense | -20,313,654 | -33,950,515 | -10,719,777 |
Current income tax expense: | ' | ' | ' |
State | 10,610 | 12,033 | 74,959 |
Total | 10,610 | 12,033 | 74,959 |
Total income tax expenses | 10,610 | 12,033 | 74,959 |
Significant differences between the United States federal statutory tax rate and the company's effective tax rate | ' | ' | ' |
Statutory tax rate (as a percent) | 34.00% | 34.00% | 34.00% |
Stock-based compensation on ISO's (as a percent) | -4.00% | -7.00% | -17.00% |
State tax, net of federal benefit (as a percent) | ' | ' | -1.00% |
Change in valuation allowance (as a percent) | -30.00% | -27.00% | -17.00% |
Total (as a percent) | ' | ' | -1.00% |
Deferred tax assets: | ' | ' | ' |
Net operating loss carryforwards | 106,210,000 | 101,486,000 | ' |
Accrued expenses | 2,463,000 | 2,569,000 | ' |
Intangibles | 289,000 | 284,000 | ' |
Reserves | 846,000 | 858,000 | ' |
Depreciation | 159,000 | 140,000 | ' |
Net deferred tax assets | 109,967,000 | 105,337,000 | ' |
Less valuation allowance | -109,565,000 | -104,458,000 | ' |
Deferred tax assets | 402,000 | 879,000 | ' |
Deferred tax liabilities: | ' | ' | ' |
Acquired intangible assets | -402,000 | -879,000 | ' |
Valuation Allowance | ' | ' | ' |
Increase in valuation allowance | 5,100,000 | 6,100,000 | ' |
Valuation allowance for deferred tax assets allocated to continuing operations | 108,825,000 | ' | ' |
Valuation allowance for deferred tax assets allocated to additional paid-in-capital for amounts attributable to exercises of employee stock options | $740,000 | ' | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Taxes | ' | ' | ' |
Net operating loss | $16,000,000 | ' | ' |
Gross unrecognized tax benefits | 0 | 0 | 0 |
Amount of uncertain tax position | 0 | ' | ' |
Safend, Inc. | ' | ' | ' |
Income Taxes | ' | ' | ' |
Net operating loss | 8,200,000 | ' | ' |
Safend | ' | ' | ' |
Income Taxes | ' | ' | ' |
Net operating loss | $300,100,000 | ' | ' |
Defined_Contribution_Plan_Deta
Defined Contribution Plan (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Defined Contribution Plan | ' | ' | ' |
Employer discretionary matching contribution | $0 | $0 | $0 |
Disclosures_about_the_Fair_Val1
Disclosures about the Fair Value of Financial Instruments (Details) (Recurring basis, Level 1, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Recurring basis | Level 1 | ' | ' |
Disclosures about the Fair Value of Financial Instruments | ' | ' |
Overnight money market funds | $1,417,000 | $1,017,000 |
Ratio for the net value of money market funds for each dollar invested based on quoted prices in active markets for identical assets (level 1) | 1 | 1 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
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 | |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | $5,613,559 | $6,251,325 | $6,742,242 | $5,793,726 | $7,130,639 | $6,970,263 | $7,761,474 | $6,982,137 | $24,400,852 | $28,844,513 | $36,139,015 |
Segments Net Loss | -3,611,657 | -2,895,031 | -3,432,071 | -10,157,219 | -12,909,486 | -6,073,772 | -6,446,839 | -8,334,585 | -20,095,978 | -33,764,682 | -10,890,192 |
Net other income (expense) | ' | ' | ' | ' | ' | ' | ' | ' | -17,220 | 12,156 | 175,004 |
Net interest expense | ' | ' | ' | ' | ' | ' | ' | ' | -200,456 | -197,989 | -4,589 |
Income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | -10,610 | -12,033 | -74,959 |
Net loss | -3,676,389 | -2,943,823 | -3,490,297 | -10,213,755 | -13,019,811 | -6,108,492 | -6,521,155 | -8,313,090 | -20,324,264 | -33,962,548 | -10,794,736 |
Total Impairment of Goodwill and Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | 2,590,000 | 4,054,732 | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' | ' | ' | ' | ' | 1,009,876 | 2,132,136 | 1,005,068 |
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 186,715 | 169,660 | 995,403 |
Assets | 11,824,909 | ' | ' | ' | 18,633,158 | ' | ' | ' | 11,824,909 | 18,633,158 | 30,122,257 |
EMBASSY digital security products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | ' | ' | ' | ' | ' | ' | ' | ' | 19,755,513 | 23,185,461 | 34,415,818 |
Segments Net Loss | ' | ' | ' | ' | ' | ' | ' | ' | -15,319,925 | -23,351,556 | -8,734,824 |
Depreciation and Amortization Expense | ' | ' | ' | ' | ' | ' | ' | ' | 681,303 | 705,319 | 592,227 |
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 165,338 | 137,567 | 982,821 |
Assets | 7,733,322 | ' | ' | ' | 9,695,864 | ' | ' | ' | 7,733,322 | 9,695,864 | 12,373,734 |
Safend endpoint data loss protection products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating revenues | ' | ' | ' | ' | ' | ' | ' | ' | 4,645,339 | 5,659,052 | 1,723,197 |
Segments Net Loss | ' | ' | ' | ' | ' | ' | ' | ' | -4,776,053 | -10,413,126 | -2,155,368 |
Total Impairment of Goodwill and Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | 2,590,000 | 4,054,732 | ' |
Depreciation and Amortization Expense | ' | ' | ' | ' | ' | ' | ' | ' | 328,573 | 1,426,817 | 412,841 |
Capital Expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 21,377 | 32,093 | 12,582 |
Assets | $4,091,587 | ' | ' | ' | $8,937,294 | ' | ' | ' | $4,091,587 | $8,937,294 | $17,748,523 |
Segment_Reporting_Details_2
Segment Reporting (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
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 | |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | $5,613,559 | $6,251,325 | $6,742,242 | $5,793,726 | $7,130,639 | $6,970,263 | $7,761,474 | $6,982,137 | $24,400,852 | $28,844,513 | $36,139,015 |
United States of America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 16,267,661 | 21,189,703 | 31,003,941 |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 6,364,707 | 6,549,013 | 4,685,730 |
Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,768,484 | 1,105,797 | 449,344 |
Revenue | Geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 100.00% |
Revenue | Geographic area | United States of America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | 73.00% | 86.00% |
Revenue | Geographic area | Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 26.00% | 23.00% | 13.00% |
Revenue | Geographic area | Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 7.00% | 4.00% | 1.00% |
Long-lived assets | Geographic area | United States of America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' |
Long-lived assets | Geographic area | ISRAEL | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
% of Total Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
EMBASSY digital security products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 19,755,513 | 23,185,461 | 34,415,818 |
EMBASSY digital security products and services | United States of America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 14,422,288 | 18,857,487 | 30,260,537 |
EMBASSY digital security products and services | Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 3,951,305 | 3,892,693 | 3,813,236 |
EMBASSY digital security products and services | Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,381,920 | 435,281 | 342,045 |
Safend endpoint data loss protection products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 4,645,339 | 5,659,052 | 1,723,197 |
Safend endpoint data loss protection products and services | United States of America | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 1,845,373 | 2,332,216 | 743,404 |
Safend endpoint data loss protection products and services | Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | 2,413,402 | 2,656,320 | 872,494 |
Safend endpoint data loss protection products and services | Asia | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net revenues | ' | ' | ' | ' | ' | ' | ' | ' | $386,564 | $670,516 | $107,299 |
Segment_Reporting_Details_3
Segment Reporting (Details 3) (EMBASSY digital security products and services, Dell, Inc., USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
EMBASSY digital security products and services | Dell, Inc. | ' | ' | ' |
Major customers, by segment | ' | ' | ' |
Revenue | $11,175,396 | $15,829,535 | $22,259,058 |
% of Total Revenue | 46.00% | 55.00% | 62.00% |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
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 | |
Selected quarterly financial data (unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $5,613,559 | $6,251,325 | $6,742,242 | $5,793,726 | $7,130,639 | $6,970,263 | $7,761,474 | $6,982,137 | $24,400,852 | $28,844,513 | $36,139,015 |
Cost of net revenues | 313,310 | 471,200 | 579,466 | 2,332,960 | 4,510,166 | 737,209 | 867,497 | 751,460 | ' | ' | ' |
Loss from operations | -3,611,657 | -2,895,031 | -3,432,071 | -10,157,219 | -12,909,486 | -6,073,772 | -6,446,839 | -8,334,585 | -20,095,978 | -33,764,682 | -10,890,192 |
Net loss | -3,676,389 | -2,943,823 | -3,490,297 | -10,213,755 | -13,019,811 | -6,108,492 | -6,521,155 | -8,313,090 | -20,324,264 | -33,962,548 | -10,794,736 |
Net loss per common share - basic and diluted (in dollars per share) | ($0.11) | ($0.09) | ($0.12) | ($0.39) | ($0.50) | ($0.25) | ($0.28) | ($0.37) | ($0.68) | ($1.41) | ($0.51) |
Developed technology impairment loss | ' | ' | ' | 1,615,000 | 3,423,100 | ' | ' | ' | ' | ' | ' |
Reclassification of amortization on the developed technology intangible asset | ' | ' | $92,000 | $187,000 | $179,000 | $105,000 | $105,000 | ' | ' | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event) | Mar. 07, 2014 |
item | |
Subsequent event | ' |
Subsequent events | ' |
Number of members in board of directors | 8 |