Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 12, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | IMAGEWARE SYSTEMS INC | ||
Entity Central Index Key | 941685 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $87,655,831 | ||
Entity Common Stock, Shares Outstanding | 93,515,065 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $218 | $2,363 |
Accounts receivable, net of allowance for doubtful accounts of $3 at December 31, 2014 and December 31, 2013 | 266 | 302 |
Inventory, net | 916 | 505 |
Other current assets | 86 | 148 |
Total Current Assets | 1,486 | 3,318 |
Property and equipment, net | 211 | 245 |
Other assets | 153 | 395 |
Intangible assets, net of accumulated amortization | 144 | 172 |
Goodwill | 3,416 | 3,416 |
Total Assets | 5,410 | 7,546 |
Current Liabilities: | ||
Accounts payable | 459 | 486 |
Deferred revenue | 1,827 | 1,662 |
Accrued expenses | 1,013 | 924 |
Derivative Liabilities | 57 | |
Notes payable to related parties | 55 | |
Total Current Liabilities | 3,299 | 3,184 |
Convertible line of credit to related party, net of discount | 1,311 | |
Pension obligation | 1,834 | 1,031 |
Total Liabilities | 6,444 | 4,215 |
Shareholders' Equity (Deficit): | ||
Series B Convertible Redeemable Preferred Stock, $0.01 par value; designated 750,000 shares, 389,400 shares issued, and 239,400 shares outstanding at December 31, 2014 and December 31, 2013, respectively; liquidation preference $607 at December 31, 2014 and December 31, 2013. | 2 | 2 |
Common stock, $0.01 par value, 150,000,000 shares authorized; 93,513,854 and 87,555,317 shares issued at December 31, 2014 and December 31, 2013, respectively, and 93,507,150 and 87,548,613 shares outstanding at December 31, 2014 and December 31, 2013, respectively. | 934 | 874 |
Additional paid in capital | 135,982 | 131,652 |
Treasury stock, at cost 6,704 shares | -64 | -64 |
Accumulated other comprehensive loss | -1,594 | -830 |
Accumulated deficit | -136,294 | -128,303 |
Total Shareholders' Equity (Deficit) | -1,034 | 3,331 |
Total Liabilities and Shareholders' Equity (Deficit) | $5,410 | $7,546 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets: | ||
Accounts receivable, net of allowance for doubtful accounts | $3 | $3 |
Shareholders' equity: | ||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Series B convertible preferred , Par value | $0.01 | $0.01 |
Series B convertible preferred, designated | 750,000 | 750,000 |
Series B convertible preferred, shares issued | 389,400 | 389,400 |
Series B convertible preferred, shares outstanding | 239,400 | 239,400 |
Series B convertible preferred, liquidation preference | 607 | 607 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 93,513,854 | 87,555,317 |
Common stock, shares outstanding | 93,507,150 | 87,548,613 |
Treasury stock, shares | 6,704 | 6,704 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Product | $1,634 | $2,686 | $1,145 |
Maintenance | 2,525 | 2,618 | 2,806 |
Total | 4,159 | 5,304 | 3,951 |
Cost of revenues: | |||
Product | 257 | 319 | 227 |
Maintenance | 735 | 771 | 975 |
Gross profit | 3,167 | 4,214 | 2,749 |
Operating expenses: | |||
General and administrative | 3,818 | 3,378 | 3,430 |
Sales and marketing | 2,471 | 2,129 | 1,830 |
Research and development | 4,495 | 3,869 | 3,180 |
Depreciation and amortization | 179 | 125 | 69 |
Total | 10,963 | 9,501 | 8,509 |
Loss from operations | -7,796 | -5,287 | -5,760 |
Interest expense | 416 | 221 | 18 |
Change in fair value of derivative liabilities | -4,776 | -4,712 | |
Other income, net | -297 | -443 | -322 |
Loss before income taxes | -7,915 | -9,841 | -10,168 |
Income tax expense | 25 | 8 | 22 |
Net loss | -7,940 | -9,849 | -10,190 |
Preferred dividends | -51 | -51 | -51 |
Net loss available to common shareholders | ($7,991) | ($9,900) | ($10,241) |
Basic and diluted loss per common share see Note 2: | |||
Net loss | ($0.09) | ($0.12) | ($0.14) |
Preferred dividends | |||
Basic and diluted loss per share available to common shareholders | ($0.09) | ($0.12) | ($0.14) |
Basic and diluted weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements Of Comprehensive Income Loss | |||
Net loss | ($7,940,000) | ($9,849,000) | ($10,190,000) |
Other comprehensive income (loss): | |||
Additional minimum pension liability | -744,000 | -622,000 | 1,000 |
Foreign currency translation adjustment | -20,000 | -69,000 | -75,000 |
Comprehensive loss | ($8,704,000) | ($10,540,000) | ($10,264,000) |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERSb EQUITY (DEFICIT) (USD $) | Series B Preferred Stock [Member] | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
In Thousands, except Share data | |||||||
Beginning, amount at Dec. 31, 2011 | |||||||
Issuance of common stock pursuant to warrant exercises, Shares | 7,052,647 | ||||||
Issuance of common stock pursuant to warrant exercises, Amount | $70 | $3,457 | $3,527 | ||||
Issuance of common stock pursuant to cashless warrant exercises, Shares | 1,573,362 | ||||||
Issuance of common stock pursuant to cashless warrant exercises, Amount | 16 | 688 | 704 | ||||
Issuance of common stock pursuant to option exercises, Shares | 24,924 | ||||||
Issuance of common stock pursuant to option exercises, Amount | 7 | 7 | |||||
Recognition of beneficial conversion feature on convertible debt | |||||||
Warrants issued to consultants as compensation | 27 | 27 | |||||
Warrants issued as consideration for asset purchase | 87 | 87 | |||||
Reclassification of warrants previously classified as derivative liabilities | 13,588 | 13,588 | |||||
Stock-based compensation expense, amount | 608 | 608 | |||||
Additional minimum pension liability | 1 | 1 | |||||
Foreign currency translation adjustment | -75 | -75 | |||||
Dividends on preferred stock | -229 | -229 | |||||
Net loss | -10,190 | -10,190 | |||||
Ending, amount at Dec. 31, 2012 | 2 | 765 | -64 | 120,182 | -139 | -118,403 | 2,343 |
Ending, shares at Dec. 31, 2012 | 239,400 | 76,646,553 | -6,704 | ||||
Issuance of common stock pursuant to warrant exercises, Shares | 61 | ||||||
Issuance of common stock pursuant to warrant exercises, Amount | 61 | 3,230 | 3,291 | ||||
Settlement of derivative liabilities pursuant to warrants exercised for cash | 279 | 279 | |||||
Issuance of common stock pursuant to cashless warrant exercises, Shares | 45 | ||||||
Issuance of common stock pursuant to cashless warrant exercises, Amount | 4,458,493 | 6,453 | 6,498 | ||||
Warrants issued to secure line of credit borrowing facility | 580 | 580 | |||||
Issuance of common stock pursuant to option exercises, Shares | 35,310 | ||||||
Issuance of common stock pursuant to option exercises, Amount | 11 | 11 | |||||
Recognition of beneficial conversion feature on convertible debt | |||||||
Stock issued to consultants as compensation, shares | 246,000 | ||||||
Stock issued to consultants as compensation, amount | 3 | 38 | 41 | ||||
Warrants issued to consultants as compensation | 108 | 108 | |||||
Conversion of related party notes payable to common stock, shares | 18,182 | ||||||
Conversion of related party notes payable to common stock, amount | 10 | 10 | |||||
Reclassification of warrants previously classified as derivative liabilities | 186 | 186 | |||||
Stock-based compensation expense, amount | 575 | 575 | |||||
Additional minimum pension liability | -622 | -622 | |||||
Foreign currency translation adjustment | -69 | -69 | |||||
Dividends on preferred stock | -51 | -51 | |||||
Net loss | -9,849 | -9,849 | |||||
Ending, amount at Dec. 31, 2013 | 2 | 874 | -64 | 131,652 | -830 | -128,303 | 3,331 |
Ending, shares at Dec. 31, 2013 | 239,400 | 8,755,317 | -6,704 | ||||
Issuance of common stock pursuant to warrant exercises, Shares | 47 | ||||||
Issuance of common stock pursuant to warrant exercises, Amount | 4,742,632 | 2,801 | 28,484 | ||||
Settlement of derivative liabilities pursuant to warrants exercised for cash | 57 | 57 | |||||
Issuance of common stock pursuant to cashless warrant exercises, Shares | 868,565 | ||||||
Issuance of common stock pursuant to cashless warrant exercises, Amount | 9 | -9 | |||||
Warrants issued to secure line of credit borrowing facility | 128 | 128 | |||||
Issuance of common stock pursuant to option exercises, Shares | 98,617 | ||||||
Issuance of common stock pursuant to option exercises, Amount | 1 | 66 | 67 | ||||
Recognition of beneficial conversion feature on convertible debt | 296 | 296 | |||||
Warrants issued to consultants as compensation | 53 | 53 | |||||
Conversion of related party notes payable to common stock, shares | 154,607 | ||||||
Conversion of related party notes payable to common stock, amount | 2 | 83 | 85 | ||||
Stock-based compensation expense, shares | 94,116 | ||||||
Stock-based compensation expense, amount | 1 | 855 | 856 | ||||
Additional minimum pension liability | -744 | -744 | |||||
Foreign currency translation adjustment | -20 | -20 | |||||
Dividends on preferred stock | -51 | -51 | |||||
Net loss | -7,940 | -7,940 | |||||
Ending, amount at Dec. 31, 2014 | $2 | $934 | ($64) | $135,982 | ($1,594) | ($136,294) | ($1,034) |
Ending, shares at Dec. 31, 2014 | 239,400 | 93,513,854 | -6,704 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss | ($7,940) | ($9,849) | ($10,190) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 179 | 125 | 69 |
Amortization of debt discount and debt issuance costs | 426 | 217 | 15 |
Stock-based compensation | 856 | 616 | 608 |
Change in fair value of derivative liabilities | 4,776 | 4,712 | |
Reduction in accounts payable and accrued expenses from expiration of statute of limitations | -224 | -440 | -336 |
Warrants issued in lieu of cash as compensation for services | 53 | 108 | 27 |
Change in assets and liabilities | |||
Accounts receivable | 35 | 26 | 20 |
Inventory | -411 | -243 | -217 |
Other assets | 62 | -50 | -20 |
Accounts payable | 188 | -130 | -8 |
Accrued expenses | 130 | -116 | -737 |
Deferred revenue | 165 | 102 | 494 |
Pension obligation | 59 | 7 | 10 |
Total adjustments | 1,518 | 4,998 | 4,637 |
Net cash used in operating activities | -6,422 | -4,851 | -5,553 |
Cash flows from investing activities | |||
Purchase of property and equipment | -117 | -193 | -181 |
Net cash used in investing activities | -117 | -193 | -181 |
Cash flows from financing activities | |||
Proceeds from line of credit | 1,550 | ||
Repayment of notes payable | -45 | ||
Proceeds from exercise of stock options | 67 | 11 | 7 |
Dividends paid | -51 | -51 | -229 |
Proceeds from exercised warrants to purchase stock | 2,848 | 3,291 | 3,527 |
Net cash provided by financing activities | 4,414 | 3,251 | 3,260 |
Effect of exchange rate changes on cash and cash equivalents | -20 | -69 | -74 |
Net decrease in cash and cash equivalents | -2,145 | -1,862 | -2,548 |
Cash and cash equivalents at beginning of year | 2,363 | 4,225 | 6,773 |
Cash and cash equivalents at end of year | 218 | 2,363 | 4,225 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 2 | ||
Cash paid for income taxes | 1 | 1 | |
Summary of non-cash investing and financing activities: | |||
Conversion of related party notes payable into common stock | 85 | 10 | |
Warrants issued for intangible asset purchase | 87 | ||
Beneficial conversion feature of convertible debt | 296 | ||
Contingent royalty payment | 72 | ||
Acquisition of intangible assets with warrants | -159 | ||
Issuance of common stock pursuant to cashless warrant exercises | 9 | 45 | 704 |
Additional minimum pension liability | -744 | -622 | |
Reclassification of warrants previously classified as derivative liabilities to additional paid-in capital | 57 | 6,684 | 13,588 |
Issuance of common warrants securing line of credit borrowing facility | 128 | 580 | |
Issuance of restricted stock pursuant to achievement of vesting conditions | $1 | $1 |
DESCRIPTION_OF_BUSINESS_AND_OP
DESCRIPTION OF BUSINESS AND OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 1 - DESCRIPTION OF BUSINESS AND OPERATIONS | Overview |
ImageWare Systems, Inc. (the “Company”) is incorporated in the state of Delaware. The Company is a pioneer and leader in the emerging market for biometrically enabled software-based identity management solutions. Using those human characteristics that are unique to us all, the Company creates software that provides a highly reliable indication of a person’s identity. The Company’s “flagship” product is the patented IWS Biometric Engine®. The Company’s products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. The Company’s products also provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software using biometrics to secure physical and logical access to facilities or computer networks or internet sites. Biometric technology is now an integral part of all markets the Company addresses and all of the products are integrated into the IWS Biometric Engine. | |
Recent Developments | |
Series E Preferred Stock Financing | |
On January 29, 2015, the Company filed the Certificate of Designations, Preferences, and Rights of the Series E Convertible Preferred Stock (“Certificate of Designations”) with the Delaware Secretary of State, designating 12,000 shares of the Company’s preferred stock, par value $0.01 per share, as Series E Convertible Preferred Stock (“Series E Preferred”). Shares of Series E Preferred accrue dividends at a rate of 8% per annum if the Company chooses to pay accrued dividends in cash, and 10% per annum if the Company chooses to pay accrued dividends in shares of Common Stock. Each share of Series E Preferred has a liquidation preference of $1,000 per share and is convertible, at the option of the holder, into that number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), equal to the Liquidation Preference, divided by $1.90. | |
In February 2015 the Company consummated a registered direct offering conducted without an underwriter or placement agent. In connection therewith, the Company issued 12,000 shares of Series E Preferred to certain investors at a price of $1,000 per share, with each share convertible into 526.32 shares of the Company’s Common Stock at $1.90 per share (the ”Series E Financing”). Approximately 2,000 shares were issued in consideration for the exchange by the Company’s largest shareholder and a director of certain indebtedness of the Company totaling $1,950,000 in principal borrowing plus approximately $28,000 in accrued interest. As a result of the Series E Financing, the Company’s borrowing capacity under the Line of Credit, as defined below, was reduced to $3,050,000, and the $500K Line of Credit, as defined below, was terminated. | |
The Series E Financing resulted in gross proceeds to the Company of approximately $10.0 million, with net proceeds of approximately $9.925 million after deducting offering expenses of approximately $75,000. | |
Amendment to 1999 Stock Option Plan | |
On July 1, 2014, the Company solicited written consents from its shareholders to approve an amendment to the Company’s 1999 Stock Option Plan to increase the number of shares authorized for issuance thereunder from approximately 4.0 million to approximately 7.0 million, which amendment was approved on July 21, 2014, when the Company received approvals from over 50% of the Company’s stockholders. | |
Settlement of Blue Spike Matter | |
On August 21, 2012, a complaint for patent infringement was filed by Blue Spike, LLC (“Blue Spike”) against the Company in the United States District Court for the Eastern District of Texas, entitled Blue Spike, LLC v. ImageWare Systems, Inc., Case No. 12-cv-688-LED. The four patents-in-suit were related to digital signal abstracting technology (the “Patents”). On October 20, 2014, the Company and Blue Spike entered into a Settlement and License Agreement (the “Settlement Agreement), wherein Blue Spike agreed to release the Company from all present and/or future claims in exchange for the Company’s purchase of a license to the Patents for a one-time $40,000 royalty payment. In connection with the Settlement Agreement and Blue Spike’s release of all claims against the Company, on October 23, 2014, the Court dismissed all claims against the Company with prejudice. | |
Lines of Credit | |
At December 31, 2014, the Company had two unsecured lines of credit, one with maximum available borrowings of up to $5.0 million that matures in March 2017 (the “Line of Credit”) and another with maximum available borrowings of up to $500,000 that matures in March 2015 (the “$500K Line of Credit”) (together, the “Lines of Credit”). The Lines of Credit were extended by two existing members of our Board of Directors (the “Holders”) and, at the election of the Holders, are convertible into shares of the Company’s common stock at prices ranging from $0.95 per share to $2.30 per share, in accordance with the terms and conditions of the Lines of Credit. | |
Advances under the Lines of Credit are made at the Company’s request. Up to the date of the Series E Financing, the Company received $1.95 million in advances under the Line of Credit and no advances under the $500K Line of Credit. As a result of the Series E Financing, approximately 2,000 shares of Series E Preferred were issued in consideration for the exchange by the Company’s largest shareholder and a director of certain indebtedness of the Company totaling $1.95 million in principal borrowing plus approximately $28,000 in accrued interest. As a result of the Series E Financing, the Company’s borrowing capacity under the Line of Credit agreement was reduced to $3,050,000 with the maturity date unchanged and the $500K Line of Credit was terminated in accordance with its terms. | |
Liquidity, Capital Resources and Going Concern Uncertainty | |
Historically, our principal sources of cash have included customer payments from the sale of our products, proceeds from the issuance of common and preferred stock and proceeds from the issuance of debt. Our principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. We expect that our principal uses of cash in the future will be for product development including customization of identity management products for enterprise and consumer applications, further development of intellectual property, development of Software-as-a-Service (“SaaS”) capabilities for existing products as well as general working capital and capital expenditure requirements. We expect that, as our revenues grow, our sales and marketing and research and development expenses will continue to grow, albeit at a slower rate and, as a result, we will need to generate significant net revenues to achieve and sustain income from operations. | |
With the February 2015 consummation of the Series E Financing and existing Line of Credit borrowing facility, management believes that the Company’s current cash and cash equivalents will be sufficient to meet working capital and capital expenditure requirements for at least the next 12 months from the date of this filing and that we will have sufficient liquidity to fund our business and meet our contractual obligations over a period beyond the next 12 months. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. | |||||||||||||
Operating Cycle | |||||||||||||
Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, although they will be liquidated in the normal course of contract completion which may take more than one operating cycle. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. Significant estimates include the allowance for doubtful accounts receivable, inventory carrying values, deferred tax asset valuation allowances, accounting for loss contingencies, recoverability of goodwill and acquired intangible assets and amortization periods, assumptions used in the Black-Scholes model to calculate the fair value of share based payments, assumptions used in the application of fair value methodologies to calculate the fair value of derivative liabilities, revenue and cost of revenues recognized under the percentage of completion method and assumptions used in the application of fair value methodologies to calculate the fair value of pension assets and obligations. Actual results could differ from estimates. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company defines cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. | |||||||||||||
Accounts Receivable | |||||||||||||
In the normal course of business, the Company extends credit without collateral requirements to its customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. Accounts receivable are considered delinquent when the due date on the invoice has passed. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are written off against the allowance for doubtful accounts when all collection efforts by the Company have been unsuccessful. | |||||||||||||
Inventories | |||||||||||||
Finished goods inventories are stated at the lower of cost, determined using the average cost method, or market. See Note 6. | |||||||||||||
Property, Equipment and Leasehold Improvements | |||||||||||||
Property and equipment, consisting of furniture and equipment, are stated at cost and are being depreciated on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged to expense as incurred. Major renewals or improvements are capitalized. When assets are sold or abandoned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Expenditures for leasehold improvements are capitalized. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
For certain of the Company’s financial instruments, including accounts receivable, accounts payable, accrued expenses, deferred revenues and notes payable to related parties, the carrying amounts approximate fair value due to their relatively short maturities. | |||||||||||||
Derivative Financial Instruments | |||||||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. | |||||||||||||
The Company reviews the terms of the common and preferred stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||||||
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. | |||||||||||||
The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue from the following major revenue sources: | |||||||||||||
● | Long-term fixed-price contracts involving significant customization | ||||||||||||
● | Fixed-price contracts involving minimal customization | ||||||||||||
● | Software licensing | ||||||||||||
● | Sales of computer hardware and identification media | ||||||||||||
● | Postcontract customer support (“PCS”) | ||||||||||||
The Company’s revenue recognition policies are consistent with U.S. GAAP including the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-605, “Software Revenue Recognition”, ASC 605-35 “Revenue Recognition, Construction-Type and Production-Type Contracts”, “Securities and Exchange Commission Staff Accounting Bulletin 104”, and ASC 605-25 “Revenue Recognition, Multiple Element Arrangements”. Accordingly, the Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured. | |||||||||||||
The Company recognizes revenue and profit as work progresses on long-term, fixed-price contracts involving significant amount of hardware and software customization using the percentage of completion method based on costs incurred to date compared to total estimated costs at completion. The primary components of costs incurred are third party software and direct labor cost including fringe benefits. Revenues recognized in excess of amounts billed are classified as current assets under “Costs and estimated earnings in excess of billings on uncompleted contracts”. Amounts billed to customers in excess of revenues recognized are classified as current liabilities under “Billings in excess of costs and estimated earnings on uncompleted contracts”. Revenue from contracts for which the Company cannot reliably estimate total costs or there are not significant amounts of customization are recognized upon completion. The Company also generates non-recurring revenue from the licensing of its software. Software license revenue is recognized upon the execution of a license agreement, upon deliverance, when fees are fixed and determinable, when collectability is probable, when all other significant obligations have been fulfilled and the Company has obtained vendor specific objective evidence (“VSOE”) of the fair value of the undelivered element. VSOE of fair value for customer support services is determined by reference to the price the customer pays for such element when sold separately; that is, the renewal rate offered to customers. In those instances when objective and reliable evidence of fair value exists for the undelivered items but not for the delivered items, the residual method is used to allocate the arrangement consideration. Under the residual method, the amount of arrangement consideration allocated to the delivered items equals the total arrangement consideration less the aggregate fair value of the undelivered items. The Company also generates revenue from the sale of computer hardware and identification media. Revenue for these items is recognized upon delivery of these products to the customer. The Company’s revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectability of the related receivable is probable. Pricing of maintenance contracts is consistent period to period and calculated as a percentage of the software or hardware revenue. Amounts collected in advance for maintenance services are included in current liabilities under "Deferred revenue". Sales tax collected from customers is excluded from revenue. | |||||||||||||
Goodwill | |||||||||||||
The Company accounts for its intangible assets under the provisions of ASC 350, “Intangibles - Goodwill and Other”. In accordance with ASC 350, intangible assets with a definite life are analyzed for impairment under ASC 360-10-05 “Property, Plant and Equipment” and intangible assets with an indefinite life are analyzed for impairment under ASC 360 annually, or more often if circumstances dictate. The Company performs its annual goodwill impairment test in the fourth quarter of each year, or if required, at the end of each fiscal quarter. In accordance with ASC 350, goodwill, or the excess of cost over fair value of net assets acquired is tested for impairment using a fair value approach at the “reporting unit” level. A reporting unit is the operating segment, or a business one level below that operating segment (referred to as a component) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company’s reporting unit is at the entity level. The Company recognizes an impairment charge for any amount by which the carrying amount of a reporting unit’s goodwill exceeds its fair value. The Company uses fair value methodologies to establish fair values. | |||||||||||||
The Company did not record any goodwill impairment charges for the years ended December 31, 2014, 2013 or 2012. | |||||||||||||
Intangible and Long Lived Assets | |||||||||||||
Intangible assets are carried at their cost less any accumulated amortization. Any costs incurred to renew or extend the life of an intangible or long lived asset are reviewed for capitalization. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets. | |||||||||||||
Concentration of Credit Risk | |||||||||||||
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high quality financial institutions and at times during the years ended December 31, 2014 and 2013 exceeded the FDIC insurance limits of $250,000 for 2014 and 2013. Sales are typically made on credit and the Company generally does not require collateral. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are presented net of an allowance for doubtful accounts of approximately $3,000 at December 31, 2014 and 2013. | |||||||||||||
For the year ended December 31, 2014 one customer accounted for approximately 17% or $725,000 of total revenues and had trade receivables of $0 as of the end of the year. For the year ended December 31, 2013 one customer accounted for approximately 42% or $2,211,000 of total revenues and had trade receivables of $0 as of the end of the year. For the year ended December 31, 2012, one customer accounted for approximately 15% or 611,000 of total revenues and $0 trade receivables as of the end of the year. | |||||||||||||
Stock-Based Compensation | |||||||||||||
At December 31, 2014, the Company had two stock-based compensation plans for employees and nonemployee directors, which authorize the granting of various equity-based incentives including stock options and restricted stock. | |||||||||||||
The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “Compensation – Stock Compensation”. The fair value of stock options granted is recognized to expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method. Stock-based compensation expense is reported in operating expenses based upon the departments to which substantially all of the associated employees report and credited to additional paid-in-capital. Stock-based compensation expense related to equity options was approximately $618,000, $575,000 and $571,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s common stock. Historical volatility factors utilized in the Company’s Black-Scholes computations for options granted during the years ended December 31, 2014, 2013 and 2012 ranged from 71% to 103%. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 110. The expected term used by the Company during the years ended December 31, 2014, 2013 and 2012 was 5.9 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2014, 2013 and 2012 averaged 2.6%. Dividend yield is zero as the Company does not expect to declare any dividends on the Company’s common shares in the foreseeable future. | |||||||||||||
In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has estimated an annualized forfeiture rate of approximately 0% for corporate officers, 4.1% for members of the Board of Directors and 6.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. | |||||||||||||
In December 2014, the Company issued 94,116 shares of its common stock to certain members of the Company’s Board of Directors as compensation for services to be rendered through December 2015. Such shares are forfeitable should the Board members’ service be terminated. | |||||||||||||
In December 2013, the Company issued 144,000 shares of its common stock to certain members of the Company’s Board of Directors as compensation for services to be rendered through December 2014. Such shares are forfeitable should the Board members’ service be terminated. For the year ended December 31, 2014, the Company recorded approximately $238,000 as compensation expense. | |||||||||||||
Income Taxes | |||||||||||||
Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits and loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |||||||||||||
Foreign Currency Translation | |||||||||||||
The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. The Company translates foreign currencies of its German, Canadian and Mexican subsidiaries. The cumulative translation adjustment, which is recorded in accumulated other comprehensive income, decreased approximately $20,000 for the year ended December 31, 2014, decreased approximately $69,000 for the year ended December 31, 2013 and decreased approximately $75,000 for the year ended December 31, 2012. | |||||||||||||
Comprehensive Income | |||||||||||||
Comprehensive income consists of net gains and losses affecting shareholders’ equity that, under generally accepted accounting principles, are excluded from net loss. For the Company, the only items are the cumulative translation adjustment and the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, "Compensation - Retirement Benefits - Defined Benefit Plans – Pension". | |||||||||||||
Advertising Costs | |||||||||||||
The Company expenses advertising costs as incurred. The Company incurred approximately $9,000 in advertising expenses during the year ended December 31, 2014 and $12,000 in advertising expenses during the years ended December 31, 2013 and 2012. | |||||||||||||
Loss Per Share | |||||||||||||
Basic loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period, adjusted to include, if dilutive, potential dilutive shares consisting of convertible preferred stock, convertible notes payable, stock options and warrants, calculated using the treasury stock and if-converted methods. For diluted loss per share calculation purposes, the net loss available to commons shareholders is adjusted to add back any preferred stock dividends and any interest on convertible debt reflected in the consolidated statement of operations for the respective periods. | |||||||||||||
(Amounts in thousands, except share and per share amounts) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for basic and diluted loss per share: | |||||||||||||
Net loss | $ | (7,940 | ) | $ | (9,849 | ) | $ | (10,190 | ) | ||||
Preferred dividends | (51 | ) | (51 | ) | (51 | ) | |||||||
Net loss available to common shareholders | $ | (7,991 | ) | $ | (9,900 | ) | $ | (10,241 | ) | ||||
Denominator for basic loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Effect of dilutive securities | — | — | — | ||||||||||
Denominator for diluted loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Basic and diluted loss per share: | |||||||||||||
Net loss | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
Preferred dividends | (— | ) | (— | ) | (— | ) | |||||||
Net loss available to common shareholders | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
The following potential dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as their effect would have been antidilutive: | |||||||||||||
Common Share Equivalents at December 31, 2014 | Common Share Equivalents at December 31, 2013 | Common Share Equivalents at December 31, 2012 | |||||||||||
Potential Dilutive Securities: | |||||||||||||
Convertible notes payable and lines of credit | 1,649,548 | 101,185 | 100,018 | ||||||||||
Convertible preferred stock – Series B | 46,029 | 46,139 | 47,880 | ||||||||||
Stock options | 4,057,296 | 1,782,221 | 1,135,077 | ||||||||||
Restricted stock grants | — | 80,932 | 324,863 | ||||||||||
Warrants | 977,778 | 8,455,124 | 24,996,737 | ||||||||||
Total Potential Dilutive Securities | 6,730,651 | 10,465,601 | 26,604,575 | ||||||||||
Recently Issued Accounting Standards | |||||||||||||
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”), or other standard setting bodies, which are adopted by us as of the specified effective date. Unless otherwise discussed, the Company’s management believes the impact of recently issued standards not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. | |||||||||||||
FASB ASU 2014-09. In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures. | |||||||||||||
FASB ASU No. 2014-12. In June 2014, FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We do not expect adoption of ASU No. 2014-12 to have a significant impact on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2014-15. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective in the fourth quarter of 2016, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2014-16. In November 2014, the FASB issued ASU No. 2014-16 (“ASU 2014-16”), "Derivatives and Hedging (Topic 815) - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity". ASU 2014-16 was issued to clarify how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risk of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, ASU 2014-16 was issued to clarify that in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. ASU 2014-16 is effective with fiscal year beginning after December 15, 2015. Early adoption in an interim period is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-16 on its consolidated financial statements. | |||||||||||||
FASB ASU No. 2015-01. In January 2015, the FASB issued ASU No. 2015-01, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. We do not expect adoption of ASU No. 2015-01 to have a significant impact on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2015-02. In February 2015, the FASB issued ASU No. 2015-02 which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. We are still evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. |
FAIR_VALUE_ACCOUNTING
FAIR VALUE ACCOUNTING | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Note 3 - FAIR VALUE ACCOUNTING | The Company accounts for fair value measurements in accordance with ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. | ||||||||||||||||
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below: | |||||||||||||||||
Level 1 | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | ||||||||||||||||
Level 2 | Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. | ||||||||||||||||
Level 3 | Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). | ||||||||||||||||
The following table sets forth the Company’s financial assets and liabilities measured at fair value by level within the fair value hierarchy. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
Fair Value at December 31, 2014 | |||||||||||||||||
($ in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Pension assets | $ | 1,654 | $ | 1,654 | $ | — | $ | — | |||||||||
Totals | $ | 1,654 | $ | 1,654 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||
Totals | $ | — | $ | — | $ | — | $ | — | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
($ in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Pension assets | $ | 1,790 | $ | 1,790 | $ | — | $ | — | |||||||||
Totals | $ | 1,790 | $ | 1,790 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | 57 | $ | — | $ | — | $ | 57 | |||||||||
Totals | $ | 57 | $ | — | $ | — | $ | 57 | |||||||||
The Company’s pension assets are classified within Level 1 of the fair value hierarchy because they are valued using market prices. The pension assets are primarily comprised of the cash surrender value of insurance contracts. All plan assets are managed in a policyholder pool in Germany by outside investment managers. The investment objectives for the plan are the preservation of capital, current income and long-term growth of capital. | |||||||||||||||||
As of December 31, 2013, the Company had 40,000 outstanding warrants to purchase shares of the Company’s common stock that qualified for derivative liability treatment. The recorded fair market value of those warrants at December 31, 2013 was approximately $57,000 which is reflected as a current liability in the consolidated balance sheet as of December 31, 2013. The fair value of the Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because they are valued using pricing models that incorporate management assumptions that cannot be corroborated with observable market data. The Company uses Monte-Carlo simulation methodologies and the Black-Scholes valuation model in the determination of the fair value of the derivative liabilities. During the year ended December 31, 2014, all remaining warrants qualifying for derivative liability treatment were exercised by their holders. | |||||||||||||||||
The Monte-Carlo simulation methodology is affected by the Company’s stock price as well as assumptions regarding the expected stock price volatility over the term of the derivative liabilities in addition to the probability of future financings. The Black-Scholes valuation model is affected by the Company’s stock price as well as assumptions regarding the expected stock price volatility over the term of the derivative liabilities in addition to expected dividend yield and risk free interest rates appropriate for the expected term. | |||||||||||||||||
The Company monitors the activity within each level and any changes with the underlying valuation techniques or inputs utilized to recognize if any transfers between levels are necessary. That determination is made, in part, by working with outside valuation experts for Level 3 instruments and monitoring market related data and other valuation inputs for Level 1 and Level 2 instruments. | |||||||||||||||||
A reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows: | |||||||||||||||||
($ in thousands) | Derivative Liabilities | ||||||||||||||||
Balance December 31, 2011 | $ | 11,824 | |||||||||||||||
Included in earnings | 4,712 | ||||||||||||||||
Settlements | (14,292 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and /or out of Level 3 | — | ||||||||||||||||
Balance December 31, 2012 | $ | 2,244 | |||||||||||||||
Included in earnings | 4,776 | ||||||||||||||||
Settlements | (6,963 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and /or out of Level 3 | — | ||||||||||||||||
Balance at December 31, 2013 | $ | 57 | |||||||||||||||
Included in earnings | — | ||||||||||||||||
Settlements | (57 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and/or out of Level 3 | — | ||||||||||||||||
Balance at December 31, 2014 | $ | — | |||||||||||||||
All unrealized gains or losses resulting from changes in value of any Level 3 instruments are reflected as a separate line in the consolidated statement of operations in arriving at net loss. The Company is not a party to any hedge arrangements, commodity swap agreements or any other derivative financial instruments. See further disclosures regarding the Company’s derivative liabilities in Note 10. | |||||||||||||||||
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 4 - INTANGIBLE ASSETS AND GOODWILL | The Company has intangible assets in the form of trademarks, trade names and patents. The carrying amount of the Company’s acquired trademarks and trade names were approximately $15,000, $31,000 and $47,000 as of December 31, 2014, 2013 and 2012, respectively, which include accumulated amortization of $332,000, $316,000 and $300,000 as of December 31, 2014, 2013 and 2012, respectively. Amortization expense related to trademarks and tradenames was $16,000 for the years ended December 31, 2014, 2013 and 2012. All intangible assets are amortized over their estimated useful lives with no estimated residual values. Any costs incurred by the Company to renew or extend the life of intangible assets will be evaluated under ASC No. 350, Intangibles – Goodwill and Other, for proper treatment. | ||||
In June 2012, the Company entered into an asset purchase agreement with Vocel, Inc., a Delaware corporation, whereby the Company purchased certain assets, consisting primarily of certain patents and trademarks. The Company evaluated this transaction under ASC No. 805, Business Combinations, and determined that this transaction constituted an asset purchase. | |||||
As consideration for this asset purchase: | |||||
● | The Company issued to Vocel a warrant to purchase 150,000 shares of the Company’s common stock (“Purchaser Warrant”). The Purchaser Warrant is exercisable at $0.88 per share and vests 100% when the Company has derived $500,000 of gross revenue from the sale or license of the purchased intellectual property (“Warrant Vesting Date”). The Purchaser Warrant is exercisable for a period of three years from the Warrant Vesting Date; and | ||||
● | The Company agreed to pay Vocel a royalty of 7.5% of gross revenue received by the Company from any third party sale or license of the purchased intellectual property. | ||||
The Company determined the aggregate fair value of the consideration issued to be approximately $159,000 and allocated this amount to the relative fair value of the assets acquired resulting in $159,000 being allocated to patents. The Company began amortization of the acquired patents in the third quarter of 2012 on a straight-line basis over their weighted-average remaining life of approximately 13.5 years. | |||||
The carrying amounts of the Company’s patent intangible assets were $129,000, $141,000 and $147,000 as of December 31, 2014, 2013 and 2012, respectively, which includes accumulated amortization of $530,000, 518,000, and $512,000 as of December 31, 2014, 2013 and 2012, respectively. Amortization expense for patent intangible assets was $12,000 for the years ended December 31, 2014 and 2013 and $6,000 for the year ended December 31, 2012. Patent intangible assets are being amortized on a straight-line basis over their remaining life of approximately 11.5 years. | |||||
The following table presents the changes in the carrying amounts of the Company’s acquired intangible assets for the years ended December 31, 2014, 2013 and 2012. All intangible assets are being amortized over their estimated useful lives with no estimated residual values. | |||||
($ in thousands) | Total | ||||
Balance of intangible assets as of December 31, 2011 | $ | 63 | |||
Intangible assets acquired | 159 | ||||
Amortization | (22 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2012 | $ | 200 | |||
Intangible assets acquired | — | ||||
Amortization | (28 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2013 | $ | 172 | |||
Intangible assets acquired | — | ||||
Amortization | (28 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2014 | $ | 144 | |||
The Company annually, or more frequently if events or circumstances indicate a need, tests the carrying amount of goodwill for impairment. The Company performs its annual impairment test in the fourth quarter of each year. A two-step impairment test is used to first identify potential goodwill impairment and then measure the amount of goodwill impairment loss, if any. The first step was conducted by determining and comparing the fair value, employing the market approach, of the Company’s reporting unit to the carrying value of the reporting unit. The Company continues to have only one reporting unit, Identity Management. Based on the results of this impairment test, the Company determined that its goodwill was not impaired as of December 31, 2014, 2013 and 2012. | |||||
The estimated acquired intangible amortization expense for the next five fiscal years is as follows: | |||||
Fiscal Year Ended December 31, | Estimated Amortization | ||||
Expense | |||||
($ in thousands) | |||||
2015 | $ | 27 | |||
2016 | 12 | ||||
2017 | 12 | ||||
2018 | 12 | ||||
2019 | 12 | ||||
Thereafter | 69 | ||||
Totals | $ | 144 |
RELATED_PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 5 - RELATED PARTIES | Related Party Convertible Notes. As more fully described in Note 9 to these consolidated financial statements, on November 14, 2008, the Company entered into Related-Party Convertible Notes in the principal aggregate amount of $110,000, with certain officers and members of the Company’s Board of Directors. The Related-Party Convertible Notes bear interest at 7.0% per annum and were due February 14, 2009. The principal amount of the Related-Party Convertible Notes plus accrued but unpaid interest is convertible at the option of the holder into common stock of the Company. The number of shares into which the Related-Party Convertible Notes are convertible shall be calculated by dividing the outstanding principal and accrued but unpaid interest by $0.50 (the “Conversion Price”). |
In conjunction with the issuance of the Related-Party Convertible Notes, the Company issued an aggregate of 149,996 warrants to the note holders to purchase common stock of the Company, which were exercised in their entirety, on a cashless basis, between October and November 2013 resulting in the issuance of 111,783 shares of the Company’s common stock. | |
The Company, in 2008, initially recorded the convertible notes net of a discount equal to the fair value allocated to the warrants of approximately $13,000. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model using the following assumptions: term of 5 years, a risk free interest rate of 2.53%, a dividend yield of 0%, and volatility of 96%. The convertible notes also contained a beneficial conversion feature, resulting in an additional debt discount of $12,000. The beneficial conversion amount was measured using the accounting intrinsic value, i.e. the excess of the aggregate fair value of the common stock into which the debt is convertible over the proceeds allocated to the security. The Company has accreted the beneficial conversion feature over the life of the Related-Party Convertible Notes. | |
The Company did not repay the Related-Party Convertible Notes on the due date. In August 2009, the Company received from the Related-Party Convertible Note holders a waiver of default and extension of the Maturity Date to January 31, 2010. As consideration for the waiver and note extension, the Company issued to the Related-Party Convertible Note holders warrants to purchase an aggregate of 150,000 shares of the Company’s common stock. The warrants have an exercise price of $0.50 per share and expire on August 25, 2014. | |
The Company did not repay the notes on January 31, 2010. During the year ended December 31, 2012, the Company repaid $45,000 in principal to certain holders of the Related-Party Convertible Notes. On January 21, 2013, the holders of the Related-Party Convertible Notes agreed to extend the due date on their respective convertible notes to be due and payable no later than June 30, 2014 however, the Related-Party Convertible Notes will be callable at any time, at the option of the note holder, prior to June 30, 2014. In December 2013, a holder converted $10,000 of the Related-Party Convertible Notes into 18,182 shares of common stock of the Company and exercised 13,636 warrants, on a cashless basis, resulting in the issuance of 9,969 shares of the Company’s common stock. | |
In June 2014 the holders of the remaining Related-Party Convertible Notes converted the remaining principal balance of $55,000 into 100,000 shares of common stock of the Company. The holders also elected to convert approximately $30,000 in accrued interest into 54,607 shares of the Company’s common stock and in August 2014 the holders exercised 136,364 warrants, on a cashless basis, resulting in the issuance of 105,451 shares of the Company’s common stock. | |
Cronin Agreement. During the year ended December 31, 2012 the Company entered into a series of professional service contracts with an entity that a member of the Company’s Board of Directors has an ownership interest in. The aggregate contract value was $370,000 for the year ended December 31, 2012. The Company paid the professional services firm $0 in 2014, $0 in 2013 and approximately $188,000 in 2012. | |
Lines of Credit. The Company currently has two unsecured lines of credit, the Line of Credit with maximum available borrowings of up to $3,050,000 (reduced to $3,050,000 from $5,000,000 as a result of the February 2015 Series E financing) that matures in March 2017 and the $500K Line of Credit with maximum available borrowings of up to $500,000 that matures in March 2015. The Lines of Credit were extended by two existing members of our Board of Directors and, at the election of the Holders, are convertible into shares of the Company’s common stock at prices ranging from $0.95 per share to $2.30 per share, in accordance with the terms and conditions of the Lines of Credit. | |
In February 2015 the Company consummated the Series E Financing, resulting in the issuance of 12,000 shares of Series E Preferred Stock to certain investors at a price of $1,000 per share, with each share convertible into 526.32 shares of the Company’s Common Stock at $1.90 per share. Approximately 2,000 shares of Series E Preferred were issued in consideration for the exchange by the Company’s largest shareholder and a director of certain indebtedness of the Company totaling $1,950,000 in principal borrowing plus approximately $28,000 in accrued interest. As a result of the Series E Financing the Company’s borrowing capacity under the Line of Credit agreement was reduced to $3,050,000 with the maturity date unchanged and the $500K Line of Credit was terminated in accordance with its terms. | |
Advances under the Lines of Credit are made at the Company’s request. As of December 31, 2014, the Company has received $1,550,000 in advances under the Line of Credit and no advances under the $500K Line of Credit. See Note 9, “Notes Payable and Lines of Credit”, below for a complete description of the Lines of Credit and related transactions. | |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 6 - INVENTORY | Inventories of $916,000 as of December 31, 2014 were comprised of work in process of $909,000. Work in process inventories are comprised of direct labor costs on in-process projects of $881,000 and equipment on in-process projects of $28,000. Finished goods inventories were $7,000 net of reserves for obsolete and slow-moving items of $3,000. Inventories of $505,000 as of December 31, 2013 were comprised of work in process of $499,000 representing direct labor costs on in-process projects and finished goods of $6,000 net of reserves for obsolete and slow-moving items of $3,000. Appropriate consideration is given to obsolescence, excessive levels, deterioration and other factors in evaluating net realizable value and required reserve levels. |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 7 - PROPERTY AND EQUIPMENT | Property and equipment at December 31, 2014 and 2013, consists of: | ||||||||
($ in thousands) | 2014 | 2013 | |||||||
Equipment | $ | 818 | $ | 700 | |||||
Leasehold improvements | 5 | 5 | |||||||
Furniture | 103 | 103 | |||||||
926 | 808 | ||||||||
Less accumulated depreciation | (715 | ) | (563 | ) | |||||
$ | 211 | $ | 245 | ||||||
Total depreciation expense for the years ended December 31, 2014, 2013 and 2012 was approximately $152,000, $97,000 and $47,000, respectively. |
ACCRUED_EXPENSES
ACCRUED EXPENSES | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 8 - ACCRUED EXPENSES | Principal components of accrued expenses consist of: | ||||||||
($ in thousands) | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Compensated absences | $ | 290 | $ | 241 | |||||
Wages, payroll taxes and sales commissions | 4 | 4 | |||||||
Customer deposits | 68 | 38 | |||||||
Liquidated damages | 200 | 200 | |||||||
Royalties | 147 | 147 | |||||||
Pension and employee benefit plans | 35 | 33 | |||||||
Income and sales taxes | 171 | 142 | |||||||
Interest and dividends | 38 | 52 | |||||||
Other | 60 | 67 | |||||||
$ | 1,013 | $ | 924 |
NOTES_PAYABLE_AND_LINE_OF_CRED
NOTES PAYABLE AND LINE OF CREDIT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes to Financial Statements | |||||||||
Note 9 - NOTES PAYABLE AND LINE OF CREDIT | Outstanding notes payable and line of credit consist of the following: | ||||||||
($ in thousands) | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Notes payable to related parties: | |||||||||
7% convertible promissory notes. Face value of notes $0 and $55 at December 31, 2014 and 2013, respectively. Discount on notes is $0 at December 31, 2014 and 2013. In January 2013, the Company received an extension to June 30, 2014. Notes were converted in their entirety as of June 30, 2014. | $ | — | $ | 55 | |||||
Line of Credit to a related party | |||||||||
8% convertible line of credit. Face value of advances under line of credit $1,550 at December 31, 2014 and $0 at December 31, 2013. Discount on advances under line of credit is $239 at December 31, 2014 and $0 at December 31, 2013. Maturity date is March 27, 2017. | 1,311 | — | |||||||
Total notes payable and line of credit to related parties | 1,311 | 55 | |||||||
Less current portion | (— | ) | (55 | ) | |||||
Long-term notes payable and line of credit to related parties | $ | 1,311 | $ | — | |||||
7% Convertible Promissory Notes to Related Parties | |||||||||
On November 14, 2008, the Company entered into Related-Party Convertible Notes in the principal aggregate amount of $110,000, with certain officers and members of the Company’s Board of Directors. The Related-Party Convertible Notes bear interest at 7.0% per annum and were due February 14, 2009. The principal amount of the Related-Party Convertible Notes plus accrued but unpaid interest is convertible at the option of the holder into common stock of the Company. The number of shares into which the Related-Party Convertible Notes are convertible shall be calculated by dividing the outstanding principal and accrued but unpaid interest by $0.50 (the “Conversion Price”). | |||||||||
In conjunction with the issuance of the Related-Party Convertible Notes, the Company issued an aggregate of 149,996 warrants to the note holders to purchase common stock of the Company, which were exercised in their entirety, on a cashless basis, between October and November 2013 resulting in the issuance of 111,783 shares of the Company’s common stock. | |||||||||
The Company, in 2008, initially recorded the convertible notes net of a discount equal to the fair value allocated to the warrants of approximately $13,000. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model using the following assumptions: term of 5 years, a risk free interest rate of 2.53%, a dividend yield of 0%, and volatility of 96%. The convertible notes also contained a beneficial conversion feature, resulting in an additional debt discount of $12,000. The beneficial conversion amount was measured using the accounting intrinsic value, i.e. the excess of the aggregate fair value of the common stock into which the debt is convertible over the proceeds allocated to the security. The Company has accreted the beneficial conversion feature over the life of the Related-Party Convertible Notes. | |||||||||
The Company did not repay the Related-Party Convertible Notes on the due date. In August 2009, the Company received from the Related-Party Convertible Note holders a waiver of default and extension of the Maturity Date to January 31, 2010. As consideration for the waiver and note extension, the Company issued to the Related-Party Convertible Note holders warrants to purchase an aggregate of 150,000 shares of the Company’s common stock. The warrants have an exercise price of $0.50 per share and expire on August 25, 2014. | |||||||||
The Company did not repay the notes on January 31, 2010. During the year ended December 31, 2012, the Company repaid $45,000 in principal to certain holders of the Related-Party Convertible Notes. On January 21, 2013, the holders of the Related-Party Convertible Notes agreed to extend the due date on their respective convertible notes to be due and payable no later than June 30, 2014 however, the Related-Party Convertible Notes will be callable at any time, at the option of the note holder, prior to June 30, 2014. In December 2013, a holder converted $10,000 of the Related-Party Convertible Notes into 18,182 shares of common stock of the Company and exercised 13,636 warrants, on a cashless basis, resulting in the issuance of 9,969 shares of the Company’s common stock. | |||||||||
In June 2014 the holders of the remaining Related-Party Convertible Notes converted the remaining principal balance of $55,000 into 100,000 shares of common stock of the Company. The holders also elected to convert approximately $30,000 in accrued interest into 54,607 shares of the Company’s common stock and in August 2014 the holders exercised 136,364 warrants, on a cashless basis, resulting in the issuance of 105,451 shares of the Company’s common stock. | |||||||||
Lines of Credit | |||||||||
In March 2013, the Company entered into a new unsecured line of credit agreement with available borrowings of up to $2,500,000 (the “Line of Credit”). The Line of Credit was extended by an existing shareholder and member of our Board of Directors (the “Holder”). In March 2014, the Line of Credit’s borrowing was increased to an aggregate total of $3,500,000 (the “Amendment”). Pursuant to the terms and conditions of the Amendment, the Holder has the right to convert up to $2.5 million of the outstanding balance of the Line of Credit into shares of the Company's common stock for $0.95 per share. Any remaining outstanding balance will be convertible into shares of the Company's common stock for $2.25 per share. | |||||||||
As consideration for the initial Line of Credit, the Company issued to the Holder the Line of Credit Warrant, exercisable for 1,052,632 shares of the Company’s common stock. The Line of Credit Warrant has a term of two years from the date of issuance and an exercise price of $0.95 per share. As consideration for entering into the Amendment, the Company issued to the Holder the Amendment Warrant, exercisable for 177,778 shares of the Company’s common stock. The Amendment Warrant expires on March 27, 2015 and has an exercise price of $2.25 per share. | |||||||||
In April 2014, the Company and the Holder entered into a further amendment to the Line of Credit to decrease the available borrowings to $3,000,000 (the “Second Amendment”). Contemporaneous with the execution of the Second Amendment, the Company entered into a new unsecured line of credit with available borrowings of up to $500,000 (the”500K Line of Credit”) with a second member of the Company’s Board of Directors (the “Second Holder”), which amount is convertible into shares of the Company’s common stock for $2.25 per share. As a result of these amendments, total available borrowings under aggregate lines of credit available to the Company remain unchanged at a total of $3,500,000. In connection with the Second Amendment, the Holder assigned and transferred to the Second Holder one-half of the 177,778 warrants issued by the Company to the Holder to purchase shares of the Company’s common stock, originally granted to the Holder upon execution of the Amendment. | |||||||||
In December, 2014, the Company and the Holder entered into a further amendment to the Line of Credit to increase the available borrowing to $5,000,000 and extend the maturity date of Line of Credit to March 27, 2017 (the “Third Amendment”). Also, as a result of the Third Amendment, the Holder has the right to convert up to $2,500,000 outstanding principal, plus any accrued but unpaid interest (“Outstanding Balance”) into shares of the Company’s common stock for $0.95 per share, the next $500,000 Outstanding Balance into shares of common stock for $2.25 per share and any remaining outstanding balance thereafter into shares of common stock for $2.30 per share. The Third Amendment also modified the definition of a “Qualified Financing” to mean a debt or equity financing resulting in gross proceeds to the Company of at least $5,000,000. | |||||||||
Advances under the credit facility are made at the Company’s request. The line of credit shall terminate, and no further advances shall be made, upon the earlier of the Maturity Date or such date that the Company consummates a Qualified Financing. | |||||||||
The Company estimated the fair value of the warrants using the Black-Scholes option pricing model using the following assumptions: term of two years, a risk free interest rate of 2.58%, a dividend yield of 0%, and volatility of 79%. The Company recorded the fair value of the warrants as a deferred financing fee of approximately $580,000 to be amortized over the life of the line of credit agreement. During the years ended December 31, 2014 and 2013, the Company recorded approximately $369,000 and $217,000 in deferred financing fee amortization expense which is recorded as a component of interest expense in the Company’s consolidated statements of operation. | |||||||||
The Company evaluated the lines of credit agreements and determined that the instrument contains a contingent beneficial conversion feature, i.e. an embedded conversion right that enables the holder to obtain the underlying common stock at a price below market value. The beneficial conversion feature is contingent as the terms of the conversion do not permit the Company to compute the number of shares that the holder would receive if the contingent event occurs (i.e. future borrowings under the line of credit agreement). The Company has considered the accounting for this contingent beneficial conversion feature using the guidance in ASC 470, Debt. The guidance in ASC 470 states that a contingent beneficial conversion feature in an instrument shall not be recognized in earnings until the contingency is resolved. The beneficial conversion features of future borrowings under the line of credit agreement will be measured using the intrinsic value calculated at the date the contingency is resolved using the exercise price and trading value of the Company’s common stock at the date the line of credit agreement was issued (commitment date). As of December 31, 2014, the Company had recognized approximately $296,000 in beneficial conversion feature as debt discount. | |||||||||
As of December 31, 2014, advances made under the Line of Credit agreement aggregated $1,550,000 and there were no borrowings under the 500K Line of Credit. During the year ended December 31, 2014, the Company recorded approximately $56,000 in beneficial conversion feature amortization expense which is recorded as a component of interest expense in the Company’s consolidated statement of operations. For activity under the Lines of Credit subsequent to December 31, 2014, see Note 19, “Subsequent Events” below. | |||||||||
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 10 - DERIVATIVE LIABILITIES | The Company accounts for its derivative instruments under the provisions of ASC 815, “Derivatives and Hedging-Contracts in Entity’s Own Equity-Scope and Scope Exceptions”. Under the provisions of ASC 815, the anti-dilution and cash settlement provisions in certain warrants (collectively the “Derivative Liabilities”) qualify as derivative instruments. |
The Company is required to mark-to-market, at the end of each reporting period, the value of the Derivative Liabilities. The Company revalues these Derivative Liabilities at the end of each reporting period by using available market information and commonly accepted valuation methodologies. The periodic change in value of the Derivative Liabilities is recorded as either non-cash derivative income (if the value of the embedded derivative and warrants decrease) or as non-cash derivative expense (if the value of the embedded derivative and warrants increase). Although the values of the embedded derivative and warrants are affected by interest rates, the remaining contractual conversion period and the Company’s stock volatility, the primary cause of the change in the values of the Derivative Liabilities will be the value of the Company’s common stock. If the stock price goes up, the value of these derivatives will generally increase and if the stock price goes down the value of these derivatives will generally decrease. | |
The Company uses a Monte-Carlo simulation methodology and the Black-Scholes valuation model in the determination of the fair value of the Derivative Liabilities. The Monte-Carlo simulation methodology is affected by the Company’s stock price as well as assumptions regarding the expected stock price volatility over the term of the Derivative Liabilities and assumptions regarding future financings. The Company utilized the services of an independent valuation firm, Vantage Point Advisors, Inc. to perform the Monte-Carlo simulations. | |
The Black-Scholes valuation model is affected by the Company’s stock prices as well as assumptions regarding the expected stock price volatility of the term of the derivative liabilities in addition to interest rates and dividend yields. | |
As of December 31, 2013, the Company had 40,000 outstanding warrants to purchase shares of the Company’s common stock that qualified for derivative liability treatment. The recorded fair market value of those warrants at December 31, 2013 was approximately $57,000, which was reflected as a current liability in the consolidated balance sheet as of December 31, 2013. During the year ended December 31, 2014, all remaining warrants qualifying for derivative liability treatment were exercised for cash proceeds of approximately $20,000 resulting in the issuance of 40,000 shares of the Company’s common stock with an aggregate fair value of approximately $57,000. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 11 - INCOME TAXES | The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes, (ASC 740). Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary based on the weight of available evidence, if it is considered more likely than not that all or some portion of the deferred tax assets will not be realized. Income tax expense is the sum of current income tax plus the change in deferred tax assets and liabilities. The Company has established a valuation allowance against its deferred tax asset due to the uncertainty surrounding the realization of such asset. | ||||||||||||
ASC 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. The amount accrued for uncertain tax positions was zero at December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The Company’s uncertain position relative to unrecognized tax benefits and any potential increase in these liabilities relates primarily to the allocations of revenue and costs among the Company’s global operations and the impact of tax rulings made during the period affecting its tax positions. The Company’s existing tax position could result in liabilities for unrecognized tax benefits. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties accrued as of December 31, 2014 and 2013 was $11,000 and $12,000, respectively. | |||||||||||||
Significant judgment is required in evaluating the Company’s uncertain tax positions and determining the Company’s provision for income taxes. No assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in the Company’s historical income tax provisions and accruals. The Company adjusts these items in light of changing facts and circumstances. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such determination is made. | |||||||||||||
The significant components of the income tax provision are as follows: | |||||||||||||
($ in thousands) | Year Ended December 31, | ||||||||||||
Current | 2014 | 2013 | 2012 | ||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | — | — | — | ||||||||||
Foreign | 25 | 8 | 22 | ||||||||||
Deferred | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | — | — | — | ||||||||||
$ | 25 | $ | 8 | $ | 22 | ||||||||
The principal components of the Company’s deferred tax assets at December 31, 2014, 2013 and 2012 are as follows: | |||||||||||||
($ in thousands) | 2014 | 2013 | 2012 | ||||||||||
Net operating loss carryforwards | $ | 14,200 | $ | 12,703 | $ | 11,554 | |||||||
Intangible and fixed assets | 427 | 538 | 653 | ||||||||||
Stock based compensation | 1,565 | 1,319 | 1,089 | ||||||||||
Reserves and accrued expenses | 6 | 6 | 6 | ||||||||||
Other | (85 | ) | (121 | ) | (140 | ) | |||||||
16,113 | 14,445 | 13,162 | |||||||||||
Less valuation allowance | (16,113 | ) | (14,445 | ) | (13,162 | ) | |||||||
Net deferred tax assets | $ | — | $ | — | $ | — | |||||||
A reconciliation of the provision for income taxes to the amount computed by applying the statutory income tax rates to loss before income taxes is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Amounts computed at statutory rates | $ | (2,699 | ) | $ | (3,349 | ) | $ | (3,465 | ) | ||||
State income tax, net of federal benefit | (212 | ) | (47 | ) | (81 | ) | |||||||
Expiration of net operating loss carryforwards | 708 | 75 | 473 | ||||||||||
Non-deductible interest and change in fair value of derivative liabilities | 145 | 1,698 | 1,602 | ||||||||||
Foreign taxes | 386 | 370 | 473 | ||||||||||
Other | 4 | 4 | 4 | ||||||||||
Net change in valuation allowance on deferred tax assets | 1,693 | 1,257 | 1,016 | ||||||||||
$ | 25 | $ | 8 | $ | 22 | ||||||||
The Company has established a valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. | |||||||||||||
At December 31, 2014, 2013 and 2012, the Company had federal and state net operating loss carryforwards, a portion of which may be available to offset future taxable income for tax purposes. The federal net operating loss carryforwards expire at various dates from 2015 through 2033. The state net operating loss carryforwards expire at various dates from 2015 through 2023. | |||||||||||||
The Internal Revenue Code (the "Code") limits the availability of certain tax credits and net operating losses that arose prior to certain cumulative changes in a corporation’s ownership resulting in a change of control of the Company. The Company’s use of its net operating loss carryforwards and tax credit carryforwards will be significantly limited because the Company believes it underwent “ownership changes”, as defined under Section 382 of the Internal Revenue Code, in 1991, 1995, 2000, 2003, 2004, 2011 and 2012, though the Company has not performed a study to determine the limitation. The Company has reduced its deferred tax assets to zero relating to its federal and state research credits because of such limitations. The Company continues to disclose the tax effect of the net operating loss carryforwards at their original amount in the table above as the actual limitation has not yet been quantified. The Company has also established a full valuation allowance for substantially all deferred tax assets due to uncertainties surrounding its ability to generate future taxable income to realize these assets. Since substantially all deferred tax assets are fully reserved, future changes in tax benefits will not impact the effective tax rate. Management periodically evaluates the recoverability of the deferred tax assets. If it is determined at some time in the future that it is more likely than not that deferred tax assets will be realized, the valuation allowance would be reduced accordingly at that time. | |||||||||||||
Tax returns for the years 2010 through 2014 are subject to examination by taxing authorities. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Notes to Financial Statements | |||||
Note 12 - COMMITMENTS AND CONTINGENCIES | Employment Agreements | ||||
The Company has employment agreements with its Chief Executive Officer, Senior Vice President of Administration and Chief Financial Officer, Chief Technical Officer, and Senior Vice President of Sales and Marketing. The Company may terminate the agreements with or without cause. Subject to the conditions and other limitations set forth in each respective employment agreement, each executive will be entitled to the following severance benefits if the Company terminates the executive’s employment without cause or in the event of an involuntary termination (as defined in the employment agreements) by the Company or by the executive: | |||||
Under the terms of the agreement, the Chief Executive Officer will be entitled to the following severance benefits if we terminate his employment without cause or in the event of an involuntary termination: (i) a lump sum cash payment equal to twenty-four months base salary; (ii) continuation of fringe benefits and medical insurance for a period of three years; and (iii) immediate vesting of 50% of outstanding stock options and restricted stock awards. In the event that the Chief Executive Officer’s employment is terminated within six months prior to or thirteen months following a change of control, the Chief Executive Officer is entitled to the severance benefits described above, except that 100% of the Chief Executive Officer’s outstanding stock options and restricted stock awards will immediately vest. | |||||
Under the terms of the employment agreements with our Senior Vice President of Administration and Chief Financial Officer, this executive will be entitled to the following severance benefits if we terminate their employment without cause or in the event of an involuntary termination: (i) a lump sum cash payment equal to six months of base salary; (ii) continuation of their fringe benefits and medical insurance for a period of six months; (iii) immediate vesting of 50% of their outstanding stock options and restricted stock awards. In the event that their employment is terminated within six months prior to or thirteen months following a change of control (defined below), they are entitled to the severance benefits described above, except that 100% of their outstanding stock options and restricted stock awards will immediately vest. | |||||
Under the terms of the employment agreements with our Chief Technical Officer and Senior Vice President of Sales and Marketing, these executives will be entitled to the following severance benefits if we terminate their employment without cause or in the event of an involuntary termination: (i) a lump sum cash payment equal to six months of base salary; (ii) continuation of their fringe benefits and medical insurance for a period of six months. In the event that their employment is terminated within six months prior to or thirteen months following a change of control (defined below), they are entitled to the severance benefits described above, except that 100% of their outstanding stock options and restricted stock awards will immediately vest. | |||||
Litigation | |||||
On August 21, 2012, a complaint for patent infringement was filed by Blue Spike, LLC (“Blue Spike”) against the Company in the United States District Court for the Eastern District of Texas, entitled Blue Spike, LLC v. ImageWare Systems, Inc., Case No. 12-cv-688-LED. The four patents-in-suit were related to digital signal abstracting technology (the “Patents”). On October 20, 2014, the Company and Blue Spike entered into a Settlement and License Agreement (the “Settlement Agreement), wherein Blue Spike agreed to release the Company from all present and/or future claims in exchange for the Company’s purchase of a license to the Patents for a one-time $40,000 royalty payment. In connection with the Settlement Agreement and Blue Spike’s release of all claims against the Company, on October 23, 2014, the Court dismissed all claims against the Company with prejudice. | |||||
Other than as specifically described above, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. Other than described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of our subsidiaries, threatened against or affecting the Company, our common stock, any of our subsidiaries or of the Company’s or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. | |||||
Leases | |||||
The Company’s corporate headquarters are located in San Diego, California where we occupy 9,927 square feet of office space. This facility is leased through October 2017 at a cost of approximately $18,000 per month. In addition to our corporate headquarters, we also occupied the following spaces at December 31, 2014: | |||||
● | 1,508 square feet in Ottawa, Province of Ontario, Canada, at a cost of approximately $3,000 per month until the expiration of the lease on March 31, 2016; | ||||
● | 8,045 square feet in Portland, Oregon, at a cost of approximately $16,000 per month until the expiration of the lease on October 31, 2018 and | ||||
● | 425 square feet of office space in Mexico City, Mexico, at a cost of approximately $3,000 per month until the expiration of the lease on July 31, 2015. | ||||
At December 31, 2014, future minimum lease payments are as follows: | |||||
($ in thousands) | |||||
2015 | $ | 448 | |||
2016 | 422 | ||||
2017 | 386 | ||||
2018 | 168 | ||||
2019 and thereafter | — | ||||
$ | 1,424 | ||||
Rental expense incurred under operating leases for the years ended December 31, 2014, 2013 and 2012 was approximately $430,000, $418,000 and $521,000, respectively. |
EQUITY
EQUITY | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Note 13 - EQUITY | The Company’s Articles of Incorporation, as amended, authorize the issuance of two classes of stock to be designated “Common Stock” and “Preferred Stock”. The Preferred Stock may be divided into such number of series and with the rights, preferences, privileges and restrictions as the Board of Directors may determine. | |||||||||
Series B Convertible Redeemable Preferred Stock | ||||||||||
The Company had 239,400 shares of Series B Preferred outstanding as of December 31, 2014 and 2013. At December 31, 2014 and 2013, the Company had cumulative undeclared dividends of approximately $8,000 ($0.03 per share). There were no conversions of Series B Preferred into common stock during the year ended December 31, 2014 or 2013. | ||||||||||
Common Stock | ||||||||||
The following table summarizes outstanding common stock activity for the following periods: | ||||||||||
Common Stock | ||||||||||
Shares outstanding at December 31, 2011 | 67,988,916 | |||||||||
Shares issued pursuant to warrants exercised for cash | 7,052,647 | |||||||||
Shares issued pursuant to cashless warrants exercised | 1,573,362 | |||||||||
Shares issued pursuant to option exercises | 24,924 | |||||||||
Shares outstanding at December 31, 2012 | 76,639,849 | |||||||||
Shares issued pursuant to warrants exercised for cash | 6,132,779 | |||||||||
Shares issued pursuant to cashless warrants exercised | 4,458,493 | |||||||||
Conversion of related-party notes payable into common stock | 18,182 | |||||||||
Shares issued as compensation in lieu of cash | 264,000 | |||||||||
Shares issued pursuant to option exercises | 35,310 | |||||||||
Shares outstanding at December 31, 2013 | 87,548,613 | |||||||||
Shares issued pursuant to warrants exercised for cash | 4,742,632 | |||||||||
Shares issued pursuant to cashless warrants exercised | 868,565 | |||||||||
Conversion of related-party notes payable into common stock | 154,607 | |||||||||
Shares issued as compensation in lieu of cash | 94,116 | |||||||||
Shares issued pursuant to option exercises | 98,617 | |||||||||
Shares outstanding at December 31, 2014 | 93,507,150 | |||||||||
During the year ended December 31, 2014, the Company issued 98,617 shares of common stock pursuant to the exercise of 98,617 options for cash proceeds of approximately $67,000. During the year ended December 31, 2014, the Company issued 4,742,632 shares of common stock pursuant to the exercise of 4,742,632 warrants for cash proceeds of approximately $2,848,000. During the year ended December 31, 2014, the Company issued 868,565 shares of common stock pursuant to the cashless exercise of 1,125,784 warrants. Also during the year ended December 31, 2014, the Company issued 154,607 shares of common stock pursuant to the conversion of $55,000 of Related-Party Convertible notes payable principal and $30,000 of accrued interest. The Company also issued 94,116 shares of its common stock to certain members of the Company’s Board of Directors as compensation for services to be rendered through December 31, 2015. Such shares are forfeitable should the Board members’ service be terminated. | ||||||||||
Warrants | ||||||||||
As of December 31, 2014, warrants to purchase 977,778 shares of common stock at prices ranging from $0.50 to $2.25 were outstanding. All warrants are exercisable as of December 31, 2014 and expire at various dates through December 2016, with the exception of an aggregate of 380,000 warrants, which become exercisable only upon the attainment of specified events. | ||||||||||
The following table summarizes warrant activity for the following periods: | ||||||||||
Weighted- | ||||||||||
Average | ||||||||||
Warrants | Exercise Price | |||||||||
Balance at December 31, 2011 | 28,453,760 | $ | 0.52 | |||||||
Granted | 305,000 | $ | 0.92 | |||||||
Expired / Canceled | (12,000 | ) | $ | 0.5 | ||||||
Exercised | (9,958,275 | ) | $ | 0.5 | ||||||
Balance at December 31, 2012 | 18,788,485 | $ | 0.56 | |||||||
Granted | 1,232,632 | $ | 1.01 | |||||||
Expired / Canceled | (688,749 | ) | $ | 1.49 | ||||||
Exercised | (12,733,952 | ) | $ | 0.52 | ||||||
Balance at December 31, 2013 | 6,598,416 | $ | 0.63 | |||||||
Granted | 302,778 | $ | 2.02 | |||||||
Expired / Canceled | (55,000 | ) | $ | 1.1 | ||||||
Exercised | (5,868,416 | ) | $ | 0.58 | ||||||
Balance at December 31, 2014 | 977,778 | $ | 1.22 | |||||||
During the year ended December 31, 2014, the Company issued to certain consultants warrants to purchase an aggregate of 125,000 shares of the Company’s common stock. Such warrants have exercise prices ranging from $1.10 to $1.83 per share and have terms ranging from one to three years from the date of issuance. An aggregate of 380,000 of these warrants become exercisable only upon the attainment of specified events. No such events were obtained during the year ended December 31, 2014. | ||||||||||
During the year ended December 31, 2014, the Company issued to an existing shareholder and member of our Board of Directors warrants to purchase 177,778 shares of the Company’s common stock. Such warrants have an exercise price of $2.25 per share and a term of two years from the date of issuance. | ||||||||||
During the year ended December 31, 2014, there were 1,125,784 warrants exercised pursuant to cashless transactions and 55,000 warrants expired. During the year ended December 31, 2014, there were 4,742,632 warrants exercised for cash resulting in cash proceeds to the Company of approximately $2,848,000. The Company issued 865,565 shares of its common stock pursuant to cashless warrant exercises and 4,742,632 shares of its common stock pursuant to warrants exercised for cash. | ||||||||||
The following table summarizes information regarding the warrants outstanding as of December 31, 2014: | ||||||||||
Exercise Price | Number Outstanding | Weighted—Average | Weighted—Average | |||||||
Remaining Life (Years) | Exercise Price | |||||||||
$ | 0.5 | 250,000 | 2 | $ | 0.5 | |||||
$ | 0.8 | 150,000 | 3 | $ | 0.8 | |||||
$ | 0.98 | 100,000 | 1 | $ | 0.98 | |||||
$ | 1.1 | 100,000 | 1.4 | $ | 1.1 | |||||
$ | 1.14 | 30,000 | 0 | $ | 1.14 | |||||
$ | 1.72 | 70,000 | 0.7 | $ | 1.72 | |||||
$ | 1.83 | 100,000 | 1 | $ | 1.83 | |||||
$ | 2.25 | 177,778 | 0.2 | $ | 2.25 | |||||
977,778 | ||||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||
Note 14 - STOCK-BASED COMPENSATION | Stock Options | ||||||||||||||||||||||
As of December 31, 2014, the Company had two active stock-based compensation plans: the 1999 Stock Option Plan (the “1999 Plan”) and the 2001 Equity Incentive Plan (the “2001 Plan”). | |||||||||||||||||||||||
1999 Plan | |||||||||||||||||||||||
The 1999 Plan was adopted by the Company’s Board of Directors on December 17, 1999. Under the terms of the 1999 Plan, the Company could, originally, issue up to 350,000 non-qualified or incentive stock options to purchase common stock of the Company. During the year ended December 31, 2014, the Company subsequently amended and restated the 1999 Plan whereby it increased the share reserve for issuance to approximately 7.0 million shares of the Company’s common stock. The 1999 Plan prohibits the grant of stock option or stock appreciation right awards with an exercise price less than fair market value of common stock on the date of grant. The 1999 Plan also generally prohibits the “re-pricing” of stock options or stock appreciation rights, although awards may be bought-out for a payment in cash or the Company’s stock. The 1999 Plan permits the grant of stock based awards other than stock options, including the grant of “full value” awards such as restricted stock, stock units and performance shares. The 1999 Plan permits the qualification of awards under the plan (payable in either stock or cash) as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. The number of options issued and outstanding and the number of options remaining available for future issuance are shown in the table below. | |||||||||||||||||||||||
2001 Plan | |||||||||||||||||||||||
The 2001 Plan was adopted by the Company’s Board of Directors on September 12, 2001. Under the terms of the 2001 Plan, the Company could issue stock awards to employees, directors and consultants of the Company, and such stock awards could be given for non-statutory stock options (options not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended), stock bonuses, and rights to acquire restricted stock. The 2001 Plan is administered by the Board of Directors or a Committee of the Board. The Company originally reserved 1,000,000 shares of its common stock for issuance under the 2001 Plan. Options granted under the 2001 Plan shall not be less than 85% of the market value of the Company’s common stock on the date of the grant, and, in some cases, may not be less than 110% of such fair market value. The term of options granted under the 2001 Plan as well as their vesting are determined by the Board and to date, options have been granted with a ten year term and vesting over a three year period. While the Board may suspend or terminate the 2001 Plan at any time, if not terminated earlier, it will terminate on the day before its tenth anniversary of the date of adoption. As of December 31, 2014, the Company does not anticipate issuing any additional stock awards under this plan. Any shares not issued in connection with the awards outstanding under the 2001 Plan will become available for issuance under the 1999 Plan. The number of options issued and outstanding and the number of options remaining available for future issuance are shown in the table below. | |||||||||||||||||||||||
A summary of the activity under the Company’s stock option plans is as follows: | |||||||||||||||||||||||
Options | Weighted- | Weighted- | |||||||||||||||||||||
Average | Average | ||||||||||||||||||||||
Exercise | Remaining | ||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||
Balance at December 31, 2011 | 1,707,713 | $ | 0.76 | 7.6 | |||||||||||||||||||
Granted | 1,437,500 | $ | 0.89 | — | |||||||||||||||||||
Expired/Cancelled | (89,068 | ) | $ | 0.92 | — | ||||||||||||||||||
Exercised | (24,924 | ) | $ | 0.29 | — | ||||||||||||||||||
Balance at December 31, 2012 | 3,031,221 | $ | 0.82 | 7.9 | |||||||||||||||||||
Granted | 817,500 | $ | 1.39 | — | |||||||||||||||||||
Expired/Cancelled | (30,000 | ) | $ | 0.74 | — | ||||||||||||||||||
Exercised | (35,310 | ) | $ | 0.31 | — | ||||||||||||||||||
Balance at December 31, 2013 | 3,783,411 | $ | 0.94 | 7.4 | |||||||||||||||||||
Granted | 435,000 | $ | 2.13 | — | |||||||||||||||||||
Expired/Cancelled | (62,498 | ) | $ | 1.96 | — | ||||||||||||||||||
Exercised | (98,617 | ) | $ | 0.68 | — | ||||||||||||||||||
Balance at December 31, 2014 | 4,057,296 | $ | 1.06 | 6.8 | |||||||||||||||||||
At December 31, 2014, a total of 4,057,296 options were outstanding of which 3,063,392 were exercisable at a weighted average price of $0.87 per share with a remaining weighted average contractual term of approximately 6.1 years. The Company expects that, in addition to the 3,063,392 options that were exercisable as of December 31, 2014, another 978,347 will ultimately vest resulting in a combined total of 4,041,739. Those 4,041,739 shares have a weighted average exercise price of $1.06, an aggregate intrinsic value of approximately $5,423,380 and a weighted average remaining contractual life of 6.8 years as of December 31, 2014. | |||||||||||||||||||||||
During the year ended December 31, 2014, there were 98,617 options exercised for cash resulting in the issuance of 98,617 shares of the Company’s common stock and proceeds of approximately $67,000. During the year ended December 31, 2013, there were 35,310 options exercised which resulted in proceeds of approximately $11,000 to the Company. | |||||||||||||||||||||||
The intrinsic value of options exercised during the years ended December 31, 2014 and 2013 was approximately $170,000 and $59,000, respectively. The intrinsic value of options exercisable at December 31, 2014 and 2013 was approximately $4,696,000 and $2,648,000, respectively. The aggregate intrinsic value for all options outstanding as of December 31, 2014 and 2013 was approximately $5,427,000 and $3,786,000, respectively. | |||||||||||||||||||||||
The following table summarizes information about employee stock options outstanding and exercisable at December 31, 2014: | |||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||
Exercise Price | Weighted- | ||||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||||
Number | Remaining Life | Average | Number | Average | |||||||||||||||||||
Outstanding | (Years) | Exercise Price | Exercisable | Exercise Price | |||||||||||||||||||
$ | 0.17–0.24 | 420,221 | 4 | $ | 0.19 | 420,221 | $ | 0.19 | |||||||||||||||
$ | 0.54-0.74 | 752,580 | 5.7 | $ | 0.72 | 716,346 | $ | 0.72 | |||||||||||||||
$ | 0.77-1.15 | 2,047,495 | 7.1 | $ | 0.95 | 1,740,144 | $ | 0.96 | |||||||||||||||
$ | 1.45-2.74 | 837,000 | 8.7 | $ | 2.07 | 186,681 | $ | 2.1 | |||||||||||||||
Total | 4,057,296 | 3,063,392 | |||||||||||||||||||||
During the year ended December 31, 2014, 864,157 shares vested with a weighted-average grant-date fair value of approximately $0.80 and approximately 62,498 shares forfeited or expired, of which 15,000 were vested and exercisable, with a weighted-average grant-date fair value of $1.75 resulting in 3,063,392 shares exercisable, with a weighted-average grant-date fair value of approximately $0.70 as of December 31, 2014. | |||||||||||||||||||||||
During the year ended December 31, 2013, 951,610 shares vested with a weighted-average grant-date fair value of approximately $0.75 and approximately 30,000 shares forfeited or expired, of which 17,504 were vested and exercisable, with a weighted-average grant-date fair value of $0.88 resulting in 2,309,865 shares exercisable, with a weighted-average grant-date fair value of approximately $0.67 as of December 31, 2013. | |||||||||||||||||||||||
At December 31, 2012, there were 1,473,546 shares outstanding and un-exercisable as they had not yet met the vesting criteria. Those options had a weigtted-average grant-date fair value of approximately $0.86. | |||||||||||||||||||||||
The weighted-average grant-date fair value per share of options granted to employees during the years ended December 31, 2014, 2013 and 2012 was $1.37, $0.97 and $0.71, respectively. At December 31, 2014, the total remaining unrecognized compensation cost related to unvested stock options amounted to approximately $990,000, which will be amortized over the weighted-average remaining requisite service period of 1.3 years. | |||||||||||||||||||||||
Restricted Stock Awards | |||||||||||||||||||||||
In December 2014, the Company issued 94,116 shares of its common stock to certain members of the company’s Board of Directors as compensation for services to be rendered through December 2015. Such shares are forfeitable should the Board members’ services be terminated. For this share issuance, the Company will begin recording compensation expense as the services are provided. | |||||||||||||||||||||||
In December 2013, the Company issued 144,000 shares of its common stock to certain members of the company’s Board of Directors as compensation for services to be rendered through December 2014. Such shares are forfeitable should the Board members’ services be terminated. For the year ended December 31, 2014, the Company recorded approximately $238,000 as compensation expense. | |||||||||||||||||||||||
In January of 2010, the Company issued 847,258 shares of restricted stock to members of management and the Board. These shares vested quarterly over a three-year period. The restricted shares were issued as compensation for the cancellation of 1,412,096 options held by members of management and the Board. The Company evaluated the exchange in accordance with ASC 718 and determined there was no incremental cost to be recorded in conjunction with the exchange as the fair value of the options surrendered at the modification date exceeded the fair value of the restricted shares issued at the modification date. Stock-based compensation expense related to these restricted stock grants was approximately $0, $0 and $37,000 for the year ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||||
Stock Appreciation Rights | |||||||||||||||||||||||
During March 2011, the Company granted 880,000 performance units to certain key employees that grant the holder the right to receive compensation based on the appreciation in the Company’s common stock in the event of transfer of control of the Company ("Performance Units"). As the vesting of the Performance Units is contingent upon the sale of the Company, the expense associated with the granting of the Performance Units was not material. The Performance Units issued to such key employees were terminated, and exchanged for options to purchase a total of 435,000 shares of common stock on January 30, 2012. | |||||||||||||||||||||||
Common Stock Reserved for Future Issuance | |||||||||||||||||||||||
The following table summarizes the common stock reserved for future issuance as of December 31, 2014: | |||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Convertible preferred stock – Series B | 46,029 | ||||||||||||||||||||||
Convertible lines of credit | 1,649,548 | ||||||||||||||||||||||
Stock options outstanding | 4,057,296 | ||||||||||||||||||||||
Warrants outstanding | 977,778 | ||||||||||||||||||||||
Restricted stock grants | — | ||||||||||||||||||||||
Authorized for future grant under stock option plans | 2,651,932 | ||||||||||||||||||||||
9,382,583 | |||||||||||||||||||||||
EMPLOYEE_BENEFIT_PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 15 - EMPLOYEE BENEFIT PLAN | During 1995, the Company adopted a defined contribution 401(k) retirement plan (the “Plan”). All U.S. based employees aged 21 years and older are eligible to become participants after the completion of 60 days employment. The Plan provides for annual contributions by the Company of 50% of employee contributions not to exceed 8% of employee compensation. Effective April 1, 2009, the Plan was amended to provide for Company contributions on a discretionary basis. Participants may contribute up to 100% of the annual contribution limitations determined by the Internal Revenue Service. |
Employees are fully vested in their share of the Company’s contributions after the completion of five years of service. In 2012, the Company authorized a discretionary contribution of approximately $87,000 for the 2012 plan year. Such contribution was paid in January, 2013. In 2013, the Company authorized contributions of approximately $107,000 for the 2013 plan year of which $79,000 were paid prior to December 31, 2013. In 2014, the Company authorized contributions of approximately $118,000 for the 2014 plan year of which $88,000 were paid prior to December 31, 2014. |
PENSION_PLAN
PENSION PLAN | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 16 - PENSION PLAN | One of the Company’s foreign subsidiaries maintains a defined benefit pension plan that provides benefits based on length of service and final average earnings. The following table sets forth the benefit obligation, fair value of plan assets, and the funded status of the Company’s plan; amounts recognized in the Company’s consolidated financial statements; and the assumptions used in determining the actuarial present value of the benefit obligations as of December 31: | ||||||||||||
($ in thousands) | 2014 | 2013 | 2012 | ||||||||||
Change in benefit obligation: | |||||||||||||
Benefit obligation at beginning of year | $ | 2,821 | $ | 2,031 | $ | 1,846 | |||||||
Service cost | — | 2 | 2 | ||||||||||
Interest cost | 106 | 94 | 87 | ||||||||||
Actuarial (gain) loss | 1,003 | 577 | (7 | ) | |||||||||
Effect of exchange rate changes | (442 | ) | 117 | 103 | |||||||||
Effect of curtailment | — | — | — | ||||||||||
Benefits paid | — | — | — | ||||||||||
Benefit obligation at end of year | 3,488 | 2,821 | 2,031 | ||||||||||
Change in plan assets: | |||||||||||||
Fair value of plan assets at beginning of year | 1,790 | 1,630 | 1,455 | ||||||||||
Actual return of plan assets | 47 | 41 | 36 | ||||||||||
Company contributions | 43 | 43 | 42 | ||||||||||
Benefits paid | — | — | — | ||||||||||
Effect of exchange rate changes | (226 | ) | 76 | 97 | |||||||||
Fair value of plan assets at end of year | 1,654 | 1,790 | 1,630 | ||||||||||
Funded status | (1,834 | ) | (1,031 | ) | (401 | ) | |||||||
Unrecognized actuarial loss (gain) | 1,911 | 922 | 317 | ||||||||||
Unrecognized prior service (benefit) cost | — | — | — | ||||||||||
Additional minimum liability | (1,911 | ) | (922 | ) | (317 | ) | |||||||
Unrecognized transition (asset) liability | — | — | |||||||||||
Net amount recognized | $ | (1,834 | ) | $ | (1,031 | ) | $ | (401 | ) | ||||
Plan Assets | |||||||||||||
Pension plan assets were comprised of the following asset categories at December 31, | |||||||||||||
Equity securities | 6.4 | % | 10.4 | % | 11.55 | % | |||||||
Debt securities | 87.4 | % | 83.1 | % | 81.05 | % | |||||||
Other | 6.2 | % | 6.5 | % | 7.5 | % | |||||||
Total | 100 | % | 100 | % | 100 | % | |||||||
Components of net periodic benefit cost are as follows: | |||||||||||||
Service cost | $ | — | $ | 2 | $ | 2 | |||||||
Interest cost on projected benefit obligations | 106 | 94 | 87 | ||||||||||
Expected return on plan assets | — | — | — | ||||||||||
Amortization of prior service costs | — | — | — | ||||||||||
Amortization of actuarial loss | — | — | — | ||||||||||
Net periodic benefit costs | $ | 106 | $ | 96 | $ | 89 | |||||||
The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were | |||||||||||||
Discount rate | 2.2 | % | 3.9 | % | 4.6 | % | |||||||
Expected return on plan assets | 4 | % | 4 | % | 4 | % | |||||||
Rate of pension increases | 2 | % | 2 | % | 1 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
The following discloses information about the Company’s defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31, | |||||||||||||
Projected benefit obligation | $ | 3,488 | $ | 2,821 | $ | 2,031 | |||||||
Accumulated benefit obligation | $ | 3,488 | $ | 2,821 | $ | 2,031 | |||||||
Fair value of plan assets | $ | 1,654 | $ | 1,790 | $ | 1,630 | |||||||
As of December 31, 2014, the following benefit payments are expected to be paid as follows: | |||||||||||||
2015 | $ | 16 | |||||||||||
2016 | $ | 16 | |||||||||||
2017 | $ | 88 | |||||||||||
2018 | $ | 90 | |||||||||||
2019 | $ | 92 | |||||||||||
2020 — 2024 | $ | 607 | |||||||||||
The Company made contributions to the plan of approximately $43,000 during years 2014 and 2013 and approximately $42,000 during 2012. | |||||||||||||
The investment objectives for the plan are the preservation of capital, current income and long-term growth of capital. The Company’s pension assets are classified within Level 1 of the fair value hierarchy, as defined under ASC 820, because they are valued using market prices. The pension assets are primarily comprised of the cash surrender value of insurance contracts. All plan assets are managed in a policyholder pool in Germany by outside investment managers. The measurement date used to determine the benefit information of the plan was January 1, 2015. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Note 17 - ACCUMULATED OTHER COMPREHENSIVE LOSS | Accumulated other comprehensive income is the combination of the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, “Compensation - Retirement Benefits - Defined Benefit Plans – Pension” and the accumulated gains or losses from foreign currency translation adjustments. The Company translates foreign currencies of its German, Canadian and Mexican subsidiaries into U.S. dollars using the period end exchange rate. Revenue and expenses were translated using the weighted-average exchange rates for the reporting period. All items are shown net of tax. | ||||||||||||
As of December 31, 2014, 2013 and 2012, the components of accumulated other comprehensive loss were as follows: | |||||||||||||
($ in thousands) | 2014 | 2013 | 2012 | ||||||||||
Additional minimum pension liability | $ | (1,323 | ) | $ | (579 | ) | $ | 43 | |||||
Foreign currency translation adjustment | (271 | ) | (251 | ) | (182 | ) | |||||||
Ending balance | $ | (1,594 | ) | $ | (830 | ) | $ | (139 | ) | ||||
QUARTERLY_INFORMATION_UNAUDITE
QUARTERLY INFORMATION (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
QUARTERLY INFORMATION (UNAUDITED) | The following table sets forth selected quarterly financial data for 2014, 2013 and 2012 (in thousands, except share and per share data): | ||||||||||||||||
2014 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 1,063 | $ | 937 | $ | 919 | $ | 1,240 | |||||||||
Cost of Sales | 251 | 232 | 248 | 261 | |||||||||||||
Operating expenses | 2,706 | 2,667 | 2,793 | 2,797 | |||||||||||||
Loss from Operations | (1,894 | ) | (1,962 | ) | (2,122 | ) | (1,818 | ) | |||||||||
Interest expense (income), net | 79 | 105 | 104 | 128 | |||||||||||||
Other expense (income), net | (283 | ) | (5 | ) | (1 | ) | (8 | ) | |||||||||
Income tax expense (benefit) | — | 12 | 3 | 10 | |||||||||||||
Net loss | $ | (1,690 | ) | $ | (2,074 | ) | $ | (2,228 | ) | $ | (1,948 | ) | |||||
Net loss per share: | |||||||||||||||||
Net loss | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic loss per share to common shareholders | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Basic weighted-average shares outstanding | 88,604,221 | 91,930,400 | 93,162,548 | 93,384,834 | |||||||||||||
2013 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 856 | $ | 1,024 | $ | 2,496 | $ | 928 | |||||||||
Cost of Sales | 237 | 296 | 299 | 258 | |||||||||||||
Operating expenses | 2,316 | 2,306 | 2,375 | 2,504 | |||||||||||||
Loss from Operations | (1,697 | ) | (1,578 | ) | (178 | ) | (1,834 | ) | |||||||||
Interest expense (income), net | 1 | 73 | 73 | 74 | |||||||||||||
Change in fair value of derivative liabilities | 1,176 | 3,973 | (470 | ) | 97 | ||||||||||||
Other expense (income), net | (104 | ) | (4 | ) | (123 | ) | (212 | ) | |||||||||
Income tax expense (benefit) | 3 | (1 | ) | 3 | 3 | ||||||||||||
Net income (loss) | $ | (2,773 | ) | $ | (5,619 | ) | $ | 339 | $ | (1,796 | ) | ||||||
Net income (loss) per share: | |||||||||||||||||
Net income (loss) | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0 | $ | (0.02 | ) | ||||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic income (loss) per share to common shareholders | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0 | $ | (0.02 | ) | ||||||
Basic weighted-average shares outstanding | 76,846,563 | 78,581,502 | 83,750,636 | 85,594,118 | |||||||||||||
2012 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 1,121 | $ | 966 | $ | 938 | $ | 926 | |||||||||
Cost of Sales | 322 | 355 | 256 | 269 | |||||||||||||
Operating expenses | 2,084 | 2,084 | 2,025 | 2,316 | |||||||||||||
Loss from Operations | (1,285 | ) | (1,473 | ) | (1,343 | ) | (1,659 | ) | |||||||||
Interest expense (income), net | 4 | 5 | 5 | 4 | |||||||||||||
Change in fair value of derivative liabilities | 7,536 | (2,441 | ) | 1,378 | (1,761 | ) | |||||||||||
Other expense (income), net | (235 | ) | (91 | ) | (2 | ) | 6 | ||||||||||
Income tax expense (benefit) | — | 3 | 2 | 17 | |||||||||||||
Net income (loss) | $ | (8,590 | ) | $ | 1,051 | $ | (2,726 | ) | $ | 75 | |||||||
Net income (loss) per share: | |||||||||||||||||
Net income (loss) | $ | (0.13 | ) | $ | 0.02 | $ | (0.04 | ) | $ | 0 | |||||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic income (loss) per share to common shareholders | $ | (0.13 | ) | $ | 0.02 | $ | (0.04 | ) | $ | 0 | |||||||
Basic weighted-average shares outstanding | 67,988,916 | 68,554,014 | 70,308,374 | 76,561,858 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Notes to Financial Statements | |
Note 18 - SUBSEQUENT EVENTS | During the month ended January 31, 2015, the Company borrowed $750,000 under its existing Line of Credit facility, bringing total borrowings as of January 31 2015 to $2,300,000. |
On January 29, 2015, the Company filed the Certificate of Designations, Preferences, and Rights of the Series E Convertible Preferred Stock (“Certificate of Designations”) with the Delaware Secretary of State, designating 12,000 shares of the Company’s preferred stock, par value $0.01 per share, as Series E Convertible Preferred Stock (“Series E Preferred”). Shares of Series E Preferred accrue dividends at a rate of 8% per annum if the Company chooses to pay accrued dividends in cash, and 10% per annum if the Company chooses to pay accrued dividends in shares of Common Stock. Each share of Series E Preferred has a liquidation preference of $1,000 per share and is convertible, at the option of the holder, into that number of shares of the Company’s common stock, par value $0.01 per share, equal to the Liquidation Preference, divided by $1.90. | |
On January 29, 2015, the Company’s Board of Directors approved the elimination of the Company’s Series C 8% Convertible Preferred Stock (“Series C Preferred”) and Series D 8% Convertible Preferred Stock (“Series D Preferred”), which eliminations were completed by filing certificates of elimination for both the Series C Preferred and Series D Preferred (the “Certificates of Elimination”) with the Delaware Secretary of State on January 30, 2015. No shares of either the Series C Preferred or Series D Preferred were outstanding at the time of the Board’s approval or the filing of the Certificates of Elimination. | |
In February 2015 the Company consummated a registered direct offering conducted without an underwriter or placement agent. In connection therewith, the Company issued 12,000 shares of Series E Preferred to certain investors at a price of $1,000 per share, with each share convertible into 526.32 shares of the Company’s Common Stock at $1.90 per share (the ”Series E Financing”). Approximately 2,000 shares were issued in consideration for the exchange by the Company’s largest shareholder and a director of certain indebtedness of the Company totaling $1,950,000 in principal borrowing plus approximately $28,000 in accrued interest. As a result of the Series E Financing, the Company’s borrowing capacity under the Line of Credit, as defined below, was reduced to $3,050,000, and the $500K Line of Credit, as defined below, was terminated. | |
The Series E Financing resulted in gross proceeds to the Company of approximately $10.0 million, with net proceeds of approximately $9.925 million after deducting offering expenses of approximately $75,000. | |
On February 2, 2015 the Company repaid approximately $351,000 in principal and accrued interest under its Line of Credit. | |
During January and February 2015, the Company issued 7,915 shares of its Common Stock pursuant to 7,915 option exercises resulting in proceeds to the Company of approximately $7,000. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Notes to Financial Statements | |||||||||||||
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated. | ||||||||||||
Operating Cycle | Assets and liabilities related to long-term contracts are included in current assets and current liabilities in the accompanying consolidated balance sheets, although they will be liquidated in the normal course of contract completion which may take more than one operating cycle. | ||||||||||||
Use of Estimates | The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expense during the reporting period. Significant estimates include the allowance for doubtful accounts receivable, inventory carrying values, deferred tax asset valuation allowances, accounting for loss contingencies, recoverability of goodwill and acquired intangible assets and amortization periods, assumptions used in the Black-Scholes model to calculate the fair value of share based payments, assumptions used in the application of fair value methodologies to calculate the fair value of derivative liabilities, revenue and cost of revenues recognized under the percentage of completion method and assumptions used in the application of fair value methodologies to calculate the fair value of pension assets and obligations. Actual results could differ from estimates. | ||||||||||||
Cash and cash equivalents | The Company defines cash equivalents as highly liquid investments with original maturities of less than 90 days that are not held for sale in the ordinary course of business. | ||||||||||||
Accounts receivable | In the normal course of business, the Company extends credit without collateral requirements to its customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. Accounts receivable are considered delinquent when the due date on the invoice has passed. The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are written off against the allowance for doubtful accounts when all collection efforts by the Company have been unsuccessful. | ||||||||||||
Inventories | Finished goods inventories are stated at the lower of cost, determined using the average cost method, or market. See Note 6. | ||||||||||||
Property, Equipment and Leasehold Improvements | Property and equipment, consisting of furniture and equipment, are stated at cost and are being depreciated on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged to expense as incurred. Major renewals or improvements are capitalized. When assets are sold or abandoned, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized. Expenditures for leasehold improvements are capitalized. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. | ||||||||||||
Fair Value of Financial Instruments | For certain of the Company’s financial instruments, including accounts receivable, accounts payable, accrued expenses, deferred revenues and notes payable to related parties, the carrying amounts approximate fair value due to their relatively short maturities. | ||||||||||||
Derivative Financial Instruments | The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. | ||||||||||||
The Company reviews the terms of the common and preferred stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | |||||||||||||
Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. | |||||||||||||
The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method. | |||||||||||||
Revenue recognition | The Company recognizes revenue from the following major revenue sources: | ||||||||||||
● | Long-term fixed-price contracts involving significant customization | ||||||||||||
● | Fixed-price contracts involving minimal customization | ||||||||||||
● | Software licensing | ||||||||||||
● | Sales of computer hardware and identification media | ||||||||||||
● | Postcontract customer support (“PCS”) | ||||||||||||
The Company’s revenue recognition policies are consistent with U.S. GAAP including the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 985-605, “Software Revenue Recognition”, ASC 605-35 “Revenue Recognition, Construction-Type and Production-Type Contracts”, “Securities and Exchange Commission Staff Accounting Bulletin 104”, and ASC 605-25 “Revenue Recognition, Multiple Element Arrangements”. Accordingly, the Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is reasonably assured. | |||||||||||||
The Company recognizes revenue and profit as work progresses on long-term, fixed-price contracts involving significant amount of hardware and software customization using the percentage of completion method based on costs incurred to date compared to total estimated costs at completion. The primary components of costs incurred are third party software and direct labor cost including fringe benefits. Revenues recognized in excess of amounts billed are classified as current assets under “Costs and estimated earnings in excess of billings on uncompleted contracts”. Amounts billed to customers in excess of revenues recognized are classified as current liabilities under “Billings in excess of costs and estimated earnings on uncompleted contracts”. Revenue from contracts for which the Company cannot reliably estimate total costs or there are not significant amounts of customization are recognized upon completion. The Company also generates non-recurring revenue from the licensing of its software. Software license revenue is recognized upon the execution of a license agreement, upon deliverance, when fees are fixed and determinable, when collectability is probable, when all other significant obligations have been fulfilled and the Company has obtained vendor specific objective evidence (“VSOE”) of the fair value of the undelivered element. VSOE of fair value for customer support services is determined by reference to the price the customer pays for such element when sold separately; that is, the renewal rate offered to customers. In those instances when objective and reliable evidence of fair value exists for the undelivered items but not for the delivered items, the residual method is used to allocate the arrangement consideration. Under the residual method, the amount of arrangement consideration allocated to the delivered items equals the total arrangement consideration less the aggregate fair value of the undelivered items. The Company also generates revenue from the sale of computer hardware and identification media. Revenue for these items is recognized upon delivery of these products to the customer. The Company’s revenue from periodic maintenance agreements is generally recognized ratably over the respective maintenance periods provided no significant obligations remain and collectability of the related receivable is probable. Pricing of maintenance contracts is consistent period to period and calculated as a percentage of the software or hardware revenue. Amounts collected in advance for maintenance services are included in current liabilities under "Deferred revenue". Sales tax collected from customers is excluded from revenue. | |||||||||||||
Goodwill | The Company accounts for its intangible assets under the provisions of ASC 350, “Intangibles - Goodwill and Other”. In accordance with ASC 350, intangible assets with a definite life are analyzed for impairment under ASC 360-10-05 “Property, Plant and Equipment” and intangible assets with an indefinite life are analyzed for impairment under ASC 360 annually, or more often if circumstances dictate. The Company performs its annual goodwill impairment test in the fourth quarter of each year, or if required, at the end of each fiscal quarter. In accordance with ASC 350, goodwill, or the excess of cost over fair value of net assets acquired is tested for impairment using a fair value approach at the “reporting unit” level. A reporting unit is the operating segment, or a business one level below that operating segment (referred to as a component) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company’s reporting unit is at the entity level. The Company recognizes an impairment charge for any amount by which the carrying amount of a reporting unit’s goodwill exceeds its fair value. The Company uses fair value methodologies to establish fair values. | ||||||||||||
The Company did not record any goodwill impairment charges for the years ended December 31, 2014, 2013 or 2012. | |||||||||||||
Intangible and Long Lived Assets | Intangible assets are carried at their cost less any accumulated amortization. Any costs incurred to renew or extend the life of an intangible or long lived asset are reviewed for capitalization. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets. | ||||||||||||
Concentration of Credit Risk | Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company places its cash with high quality financial institutions and at times during the years ended December 31, 2014 and 2013 exceeded the FDIC insurance limits of $250,000 for 2014 and 2013. Sales are typically made on credit and the Company generally does not require collateral. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. The Company considers historical experience, the age of the accounts receivable balances, the credit quality of its customers, current economic conditions and other factors that may affect customers’ ability to pay to determine the level of allowance required. Accounts receivable are presented net of an allowance for doubtful accounts of approximately $3,000 at December 31, 2014 and 2013. | ||||||||||||
For the year ended December 31, 2014 one customer accounted for approximately 17% or $725,000 of total revenues and had trade receivables of $0 as of the end of the year. For the year ended December 31, 2013 one customer accounted for approximately 42% or $2,211,000 of total revenues and had trade receivables of $0 as of the end of the year. For the year ended December 31, 2012, one customer accounted for approximately 15% or 611,000 of total revenues and $0 trade receivables as of the end of the year. | |||||||||||||
Stock-Based Compensation | At December 31, 2014, the Company had two stock-based compensation plans for employees and nonemployee directors, which authorize the granting of various equity-based incentives including stock options and restricted stock. | ||||||||||||
The Company estimates the fair value of its stock options using a Black-Scholes option-pricing model, consistent with the provisions of ASC 718, “Compensation – Stock Compensation”. The fair value of stock options granted is recognized to expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method. Stock-based compensation expense is reported in operating expenses based upon the departments to which substantially all of the associated employees report and credited to additional paid-in-capital. Stock-based compensation expense related to equity options was approximately $618,000, $575,000 and $571,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
ASC 718 requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rates. The Company is required to make various assumptions in the application of the Black-Scholes option-pricing model. The Company has determined that the best measure of expected volatility is based on the historical weekly volatility of the Company’s common stock. Historical volatility factors utilized in the Company’s Black-Scholes computations for options granted during the years ended December 31, 2014, 2013 and 2012 ranged from 71% to 103%. The Company has elected to estimate the expected life of an award based upon the SEC approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 110. The expected term used by the Company during the years ended December 31, 2014, 2013 and 2012 was 5.9 years. The difference between the actual historical expected life and the simplified method was immaterial. The interest rate used is the risk free interest rate and is based upon U.S. Treasury rates appropriate for the expected term. Interest rates used in the Company’s Black-Scholes calculations for the years ended December 31, 2014, 2013 and 2012 averaged 2.6%. Dividend yield is zero as the Company does not expect to declare any dividends on the Company’s common shares in the foreseeable future. | |||||||||||||
In addition to the key assumptions used in the Black-Scholes model, the estimated forfeiture rate at the time of valuation is a critical assumption. The Company has estimated an annualized forfeiture rate of approximately 0% for corporate officers, 4.1% for members of the Board of Directors and 6.0% for all other employees. The Company reviews the expected forfeiture rate annually to determine if that percent is still reasonable based on historical experience. | |||||||||||||
In December 2014, the Company issued 94,116 shares of its common stock to certain members of the Company’s Board of Directors as compensation for services to be rendered through December 2015. Such shares are forfeitable should the Board members’ service be terminated. | |||||||||||||
In December 2013, the Company issued 144,000 shares of its common stock to certain members of the Company’s Board of Directors as compensation for services to be rendered through December 2014. Such shares are forfeitable should the Board members’ service be terminated. For the year ended December 31, 2014, the Company recorded approximately $238,000 as compensation expense. | |||||||||||||
Income Taxes | Current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits and loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | ||||||||||||
Foreign Currency Translation | The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of shareholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investments. The Company translates foreign currencies of its German, Canadian and Mexican subsidiaries. The cumulative translation adjustment, which is recorded in accumulated other comprehensive income, decreased approximately $20,000 for the year ended December 31, 2014, decreased approximately $69,000 for the year ended December 31, 2013 and decreased approximately $75,000 for the year ended December 31, 2012. | ||||||||||||
Comprehensive Income | Comprehensive income consists of net gains and losses affecting shareholders’ equity that, under generally accepted accounting principles, are excluded from net loss. For the Company, the only items are the cumulative translation adjustment and the additional minimum liability related to the Company’s defined benefit pension plan, recognized pursuant to ASC 715-30, "Compensation - Retirement Benefits - Defined Benefit Plans – Pension". | ||||||||||||
Advertising Costs | The Company expenses advertising costs as incurred. The Company incurred approximately $9,000 in advertising expenses during the year ended December 31, 2014 and $12,000 in advertising expenses during the years ended December 31, 2013 and 2012. | ||||||||||||
Loss Per Share | Basic loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss available to common shareholders for the period by the weighted-average number of common shares outstanding during the period, adjusted to include, if dilutive, potential dilutive shares consisting of convertible preferred stock, convertible notes payable, stock options and warrants, calculated using the treasury stock and if-converted methods. For diluted loss per share calculation purposes, the net loss available to commons shareholders is adjusted to add back any preferred stock dividends and any interest on convertible debt reflected in the consolidated statement of operations for the respective periods. | ||||||||||||
(Amounts in thousands, except share and per share amounts) | Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for basic and diluted loss per share: | |||||||||||||
Net loss | $ | (7,940 | ) | $ | (9,849 | ) | $ | (10,190 | ) | ||||
Preferred dividends | (51 | ) | (51 | ) | (51 | ) | |||||||
Net loss available to common shareholders | $ | (7,991 | ) | $ | (9,900 | ) | $ | (10,241 | ) | ||||
Denominator for basic loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Effect of dilutive securities | — | — | — | ||||||||||
Denominator for diluted loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Basic and diluted loss per share: | |||||||||||||
Net loss | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
Preferred dividends | (— | ) | (— | ) | (— | ) | |||||||
Net loss available to common shareholders | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
The following potential dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as their effect would have been antidilutive: | |||||||||||||
Common Share Equivalents at December 31, 2014 | Common Share Equivalents at December 31, 2013 | Common Share Equivalents at December 31, 2012 | |||||||||||
Potential Dilutive Securities: | |||||||||||||
Convertible notes payable and lines of credit | 1,649,548 | 101,185 | 100,018 | ||||||||||
Convertible preferred stock – Series B | 46,029 | 46,139 | 47,880 | ||||||||||
Stock options | 4,057,296 | 1,782,221 | 1,135,077 | ||||||||||
Restricted stock grants | — | 80,932 | 324,863 | ||||||||||
Warrants | 977,778 | 8,455,124 | 24,996,737 | ||||||||||
Total Potential Dilutive Securities | 6,730,651 | 10,465,601 | 26,604,575 | ||||||||||
Recently Issued Accounting Standards | From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”), or other standard setting bodies, which are adopted by us as of the specified effective date. Unless otherwise discussed, the Company’s management believes the impact of recently issued standards not yet effective will not have a material impact on the Company’s consolidated financial statements upon adoption. | ||||||||||||
FASB ASU 2014-09. In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for us on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are currently evaluating the effect that ASU No. 2014-09 will have on our consolidated financial statements and related disclosures. | |||||||||||||
FASB ASU No. 2014-12. In June 2014, FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force), which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. We do not expect adoption of ASU No. 2014-12 to have a significant impact on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2014-15. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective in the fourth quarter of 2016, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2014-16. In November 2014, the FASB issued ASU No. 2014-16 (“ASU 2014-16”), "Derivatives and Hedging (Topic 815) - Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity". ASU 2014-16 was issued to clarify how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risk of a host contract in a hybrid financial instrument that is issued in the form of a share. In addition, ASU 2014-16 was issued to clarify that in evaluating the nature of a host contract, an entity should assess the substance of the relevant terms and features (that is, the relative strength of the debt-like or equity-like terms and features given the facts and circumstances) when considering how to weight those terms and features. ASU 2014-16 is effective with fiscal year beginning after December 15, 2015. Early adoption in an interim period is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-16 on its consolidated financial statements. | |||||||||||||
FASB ASU No. 2015-01. In January 2015, the FASB issued ASU No. 2015-01, which amends ASC Subtopic 225-20, “Income Statement – Extraordinary and Unusual Items.” The amendment in this ASU eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for interim and annual reporting periods beginning after December 15, 2015. We do not expect adoption of ASU No. 2015-01 to have a significant impact on our consolidated financial statements. | |||||||||||||
FASB ASU No. 2015-02. In February 2015, the FASB issued ASU No. 2015-02 which amends ASC Subtopic 810, “Consolidations.” This amendment affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities; eliminate the presumption that a general partner should consolidate a limited partnership; affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The standard is effective for interim and annual reporting periods beginning after December 15, 2015. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption. We are still evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Summary Of Significant Accounting Policies Tables | |||||||||||||
Computation of basic and diluted loss per share | (Amounts in thousands, except share and per share amounts) | Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||||
Numerator for basic and diluted loss per share: | |||||||||||||
Net loss | $ | (7,940 | ) | $ | (9,849 | ) | $ | (10,190 | ) | ||||
Preferred dividends | (51 | ) | (51 | ) | (51 | ) | |||||||
Net loss available to common shareholders | $ | (7,991 | ) | $ | (9,900 | ) | $ | (10,241 | ) | ||||
Denominator for basic loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Effect of dilutive securities | — | — | — | ||||||||||
Denominator for diluted loss per share — weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,916 | ||||||||||
Basic and diluted loss per share: | |||||||||||||
Net loss | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
Preferred dividends | (— | ) | (— | ) | (— | ) | |||||||
Net loss available to common shareholders | $ | (0.09 | ) | $ | (0.12 | ) | $ | (0.14 | ) | ||||
Potential Dilutive Securities | Common Share Equivalents at December 31, 2014 | Common Share Equivalents at December 31, 2013 | Common Share Equivalents at December 31, 2012 | ||||||||||
Potential Dilutive Securities: | |||||||||||||
Convertible notes payable and lines of credit | 1,649,548 | 101,185 | 100,018 | ||||||||||
Convertible preferred stock – Series B | 46,029 | 46,139 | 47,880 | ||||||||||
Stock options | 4,057,296 | 1,782,221 | 1,135,077 | ||||||||||
Restricted stock grants | — | 80,932 | 324,863 | ||||||||||
Warrants | 977,778 | 8,455,124 | 24,996,737 | ||||||||||
Total Potential Dilutive Securities | 6,730,651 | 10,465,601 | 26,604,575 |
FAIR_VALUE_ACCOUNTING_Tables
FAIR VALUE ACCOUNTING (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair value measurement of Assets and liability | |||||||||||||||||
Fair Value at December 31, 2014 | |||||||||||||||||
($ in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Pension assets | $ | 1,654 | $ | 1,654 | $ | — | $ | — | |||||||||
Totals | $ | 1,654 | $ | 1,654 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||
Totals | $ | — | $ | — | $ | — | $ | — | |||||||||
Fair Value at December 31, 2013 | |||||||||||||||||
($ in thousands) | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Pension assets | $ | 1,790 | $ | 1,790 | $ | — | $ | — | |||||||||
Totals | $ | 1,790 | $ | 1,790 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative liabilities | $ | 57 | $ | — | $ | — | $ | 57 | |||||||||
Totals | $ | 57 | $ | — | $ | — | $ | 57 | |||||||||
Reconciliation of liabilities measured at fair value on a recurring basis | ($ in thousands) | Derivative Liabilities | |||||||||||||||
Balance December 31, 2011 | $ | 11,824 | |||||||||||||||
Included in earnings | 4,712 | ||||||||||||||||
Settlements | (14,292 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and /or out of Level 3 | — | ||||||||||||||||
Balance December 31, 2012 | $ | 2,244 | |||||||||||||||
Included in earnings | 4,776 | ||||||||||||||||
Settlements | (6,963 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and /or out of Level 3 | — | ||||||||||||||||
Balance at December 31, 2013 | $ | 57 | |||||||||||||||
Included in earnings | — | ||||||||||||||||
Settlements | (57 | ) | |||||||||||||||
Issuances | — | ||||||||||||||||
Transfers in and/or out of Level 3 | — | ||||||||||||||||
Balance at December 31, 2014 | $ | — |
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Intangible Assets And Goodwill Tables | |||||
Intangible Assets | ($ in thousands) | Total | |||
Balance of intangible assets as of December 31, 2011 | $ | 63 | |||
Intangible assets acquired | 159 | ||||
Amortization | (22 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2012 | $ | 200 | |||
Intangible assets acquired | — | ||||
Amortization | (28 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2013 | $ | 172 | |||
Intangible assets acquired | — | ||||
Amortization | (28 | ) | |||
Impairment losses | — | ||||
Balance of intangible assets as of December 31, 2014 | $ | 144 | |||
Intangible amortization expense | Fiscal Year Ended December 31, | Estimated Amortization | |||
Expense | |||||
($ in thousands) | |||||
2015 | $ | 27 | |||
2016 | 12 | ||||
2017 | 12 | ||||
2018 | 12 | ||||
2019 | 12 | ||||
Thereafter | 69 | ||||
Totals | $ | 144 |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property And Equipment Tables | |||||||||
Property and equipment | ($ in thousands) | 2014 | 2013 | ||||||
Equipment | $ | 818 | $ | 700 | |||||
Leasehold improvements | 5 | 5 | |||||||
Furniture | 103 | 103 | |||||||
926 | 808 | ||||||||
Less accumulated depreciation | (715 | ) | (563 | ) | |||||
$ | 211 | $ | 245 |
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Condensed Consolidated Statements Of Comprehensive Loss | |||||||||
Accrued expenses | ($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | ||||||||
Compensated absences | $ | 290 | $ | 241 | |||||
Wages, payroll taxes and sales commissions | 4 | 4 | |||||||
Customer deposits | 68 | 38 | |||||||
Liquidated damages | 200 | 200 | |||||||
Royalties | 147 | 147 | |||||||
Pension and employee benefit plans | 35 | 33 | |||||||
Income and sales taxes | 171 | 142 | |||||||
Interest and dividends | 38 | 52 | |||||||
Other | 60 | 67 | |||||||
$ | 1,013 | $ | 924 |
NOTES_PAYABLE_AND_LINE_OF_CRED1
NOTES PAYABLE AND LINE OF CREDIT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Notes Payable And Line Of Credit Tables | |||||||||
NOTES PAYABLE | ($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | ||||||||
Notes payable to related parties: | |||||||||
7% convertible promissory notes. Face value of notes $0 and $55 at December 31, 2014 and 2013, respectively. Discount on notes is $0 at December 31, 2014 and 2013. In January 2013, the Company received an extension to June 30, 2014. Notes were converted in their entirety as of June 30, 2014. | $ | — | $ | 55 | |||||
Line of Credit to a related party | |||||||||
8% convertible line of credit. Face value of advances under line of credit $1,550 at December 31, 2014 and $0 at December 31, 2013. Discount on advances under line of credit is $239 at December 31, 2014 and $0 at December 31, 2013. Maturity date is March 27, 2017. | 1,311 | — | |||||||
Total notes payable and line of credit to related parties | 1,311 | 55 | |||||||
Less current portion | (— | ) | (55 | ) | |||||
Long-term notes payable and line of credit to related parties | $ | 1,311 | $ | — |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes Tables | |||||||||||||
Income tax provision | ($ in thousands) | Year Ended December 31, | |||||||||||
Current | 2014 | 2013 | 2012 | ||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | — | — | — | ||||||||||
Foreign | 25 | 8 | 22 | ||||||||||
Deferred | |||||||||||||
Federal | — | — | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | — | — | — | ||||||||||
$ | 25 | $ | 8 | $ | 22 | ||||||||
Deferred tax assets | ($ in thousands) | 2014 | 2013 | 2012 | |||||||||
Net operating loss carryforwards | $ | 14,200 | $ | 12,703 | $ | 11,554 | |||||||
Intangible and fixed assets | 427 | 538 | 653 | ||||||||||
Stock based compensation | 1,565 | 1,319 | 1,089 | ||||||||||
Reserves and accrued expenses | 6 | 6 | 6 | ||||||||||
Other | (85 | ) | (121 | ) | (140 | ) | |||||||
16,113 | 14,445 | 13,162 | |||||||||||
Less valuation allowance | (16,113 | ) | (14,445 | ) | (13,162 | ) | |||||||
Net deferred tax assets | $ | — | $ | — | $ | — | |||||||
Reconciliation of federal statutory income tax rate to our effective income tax rate | 2014 | 2013 | 2012 | ||||||||||
Amounts computed at statutory rates | $ | (2,699 | ) | $ | (3,349 | ) | $ | (3,465 | ) | ||||
State income tax, net of federal benefit | (212 | ) | (47 | ) | (81 | ) | |||||||
Expiration of net operating loss carryforwards | 708 | 75 | 473 | ||||||||||
Non-deductible interest and change in fair value of derivative liabilities | 145 | 1,698 | 1,602 | ||||||||||
Foreign taxes | 386 | 370 | 473 | ||||||||||
Other | 4 | 4 | 4 | ||||||||||
Net change in valuation allowance on deferred tax assets | 1,693 | 1,257 | 1,016 | ||||||||||
$ | 25 | $ | 8 | $ | 22 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Stock issued in lieu of cash | |||||
Future minimum lease payments | ($ in thousands) | ||||
2015 | $ | 448 | |||
2016 | 422 | ||||
2017 | 386 | ||||
2018 | 168 | ||||
2019 and thereafter | — | ||||
$ | 1,424 |
EQUITY_Tables
EQUITY (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Equity Tables | ||||||||||
Summary of common stock activity | Common Stock | |||||||||
Shares outstanding at December 31, 2011 | 67,988,916 | |||||||||
Shares issued pursuant to warrants exercised for cash | 7,052,647 | |||||||||
Shares issued pursuant to cashless warrants exercised | 1,573,362 | |||||||||
Shares issued pursuant to option exercises | 24,924 | |||||||||
Shares outstanding at December 31, 2012 | 76,639,849 | |||||||||
Shares issued pursuant to warrants exercised for cash | 6,132,779 | |||||||||
Shares issued pursuant to cashless warrants exercised | 4,458,493 | |||||||||
Conversion of related-party notes payable into common stock | 18,182 | |||||||||
Shares issued as compensation in lieu of cash | 264,000 | |||||||||
Shares issued pursuant to option exercises | 35,310 | |||||||||
Shares outstanding at December 31, 2013 | 87,548,613 | |||||||||
Shares issued pursuant to warrants exercised for cash | 4,742,632 | |||||||||
Shares issued pursuant to cashless warrants exercised | 868,565 | |||||||||
Conversion of related-party notes payable into common stock | 154,607 | |||||||||
Shares issued as compensation in lieu of cash | 94,116 | |||||||||
Shares issued pursuant to option exercises | 98,617 | |||||||||
Shares outstanding at December 31, 2014 | 93,507,150 | |||||||||
Summary of warrant activity | Weighted- | |||||||||
Average | ||||||||||
Warrants | Exercise Price | |||||||||
Balance at December 31, 2011 | 28,453,760 | $ | 0.52 | |||||||
Granted | 305,000 | $ | 0.92 | |||||||
Expired / Canceled | (12,000 | ) | $ | 0.5 | ||||||
Exercised | (9,958,275 | ) | $ | 0.5 | ||||||
Balance at December 31, 2012 | 18,788,485 | $ | 0.56 | |||||||
Granted | 1,232,632 | $ | 1.01 | |||||||
Expired / Canceled | (688,749 | ) | $ | 1.49 | ||||||
Exercised | (12,733,952 | ) | $ | 0.52 | ||||||
Balance at December 31, 2013 | 6,598,416 | $ | 0.63 | |||||||
Granted | 302,778 | $ | 2.02 | |||||||
Expired / Canceled | (55,000 | ) | $ | 1.1 | ||||||
Exercised | (5,868,416 | ) | $ | 0.58 | ||||||
Balance at December 31, 2014 | 977,778 | $ | 1.22 | |||||||
Summary of warrants by exercise price | Exercise Price | Number Outstanding | Weighted—Average | Weighted—Average | ||||||
Remaining Life (Years) | Exercise Price | |||||||||
$ | 0.5 | 250,000 | 2 | $ | 0.5 | |||||
$ | 0.8 | 150,000 | 3 | $ | 0.8 | |||||
$ | 0.98 | 100,000 | 1 | $ | 0.98 | |||||
$ | 1.1 | 100,000 | 1.4 | $ | 1.1 | |||||
$ | 1.14 | 30,000 | 0 | $ | 1.14 | |||||
$ | 1.72 | 70,000 | 0.7 | $ | 1.72 | |||||
$ | 1.83 | 100,000 | 1 | $ | 1.83 | |||||
$ | 2.25 | 177,778 | 0.2 | $ | 2.25 | |||||
977,778 |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||
StockBasedCompensationTablesAbstract | |||||||||||||||||||||||
Stock option plan activity | Options | Weighted- | Weighted- | ||||||||||||||||||||
Average | Average | ||||||||||||||||||||||
Exercise | Remaining | ||||||||||||||||||||||
Price | Contractual | ||||||||||||||||||||||
Term (Years) | |||||||||||||||||||||||
Balance at December 31, 2011 | 1,707,713 | $ | 0.76 | 7.6 | |||||||||||||||||||
Granted | 1,437,500 | $ | 0.89 | — | |||||||||||||||||||
Expired/Cancelled | (89,068 | ) | $ | 0.92 | — | ||||||||||||||||||
Exercised | (24,924 | ) | $ | 0.29 | — | ||||||||||||||||||
Balance at December 31, 2012 | 3,031,221 | $ | 0.82 | 7.9 | |||||||||||||||||||
Granted | 817,500 | $ | 1.39 | — | |||||||||||||||||||
Expired/Cancelled | (30,000 | ) | $ | 0.74 | — | ||||||||||||||||||
Exercised | (35,310 | ) | $ | 0.31 | — | ||||||||||||||||||
Balance at December 31, 2013 | 3,783,411 | $ | 0.94 | 7.4 | |||||||||||||||||||
Granted | 435,000 | $ | 2.13 | — | |||||||||||||||||||
Expired/Cancelled | (62,498 | ) | $ | 1.96 | — | ||||||||||||||||||
Exercised | (98,617 | ) | $ | 0.68 | — | ||||||||||||||||||
Balance at December 31, 2014 | 4,057,296 | $ | 1.06 | 6.8 | |||||||||||||||||||
Stock options outstanding and exercisable | Options Outstanding | Options Exercisable | |||||||||||||||||||||
Exercise Price | Weighted- | ||||||||||||||||||||||
Average | Weighted- | Weighted- | |||||||||||||||||||||
Number | Remaining Life | Average | Number | Average | |||||||||||||||||||
Outstanding | (Years) | Exercise Price | Exercisable | Exercise Price | |||||||||||||||||||
$ | 0.17–0.24 | 420,221 | 4 | $ | 0.19 | 420,221 | $ | 0.19 | |||||||||||||||
$ | 0.54-0.74 | 752,580 | 5.7 | $ | 0.72 | 716,346 | $ | 0.72 | |||||||||||||||
$ | 0.77-1.15 | 2,047,495 | 7.1 | $ | 0.95 | 1,740,144 | $ | 0.96 | |||||||||||||||
$ | 1.45-2.74 | 837,000 | 8.7 | $ | 2.07 | 186,681 | $ | 2.1 | |||||||||||||||
Total | 4,057,296 | 3,063,392 | |||||||||||||||||||||
Common stock reserved for future issuance | Common Stock | ||||||||||||||||||||||
Convertible preferred stock – Series B | 46,029 | ||||||||||||||||||||||
Convertible lines of credit | 1,649,548 | ||||||||||||||||||||||
Stock options outstanding | 4,057,296 | ||||||||||||||||||||||
Warrants outstanding | 977,778 | ||||||||||||||||||||||
Restricted stock grants | — | ||||||||||||||||||||||
Authorized for future grant under stock option plans | 2,651,932 | ||||||||||||||||||||||
9,382,583 |
PENSION_PLAN_Tables
PENSION PLAN (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Pension Plan Tables | |||||||||||||
Actuarial present value of the benefit obligations | ($ in thousands) | 2014 | 2013 | 2012 | |||||||||
Change in benefit obligation: | |||||||||||||
Benefit obligation at beginning of year | $ | 2,821 | $ | 2,031 | $ | 1,846 | |||||||
Service cost | — | 2 | 2 | ||||||||||
Interest cost | 106 | 94 | 87 | ||||||||||
Actuarial (gain) loss | 1,003 | 577 | (7 | ) | |||||||||
Effect of exchange rate changes | (442 | ) | 117 | 103 | |||||||||
Effect of curtailment | — | — | — | ||||||||||
Benefits paid | — | — | — | ||||||||||
Benefit obligation at end of year | 3,488 | 2,821 | 2,031 | ||||||||||
Change in plan assets: | |||||||||||||
Fair value of plan assets at beginning of year | 1,790 | 1,630 | 1,455 | ||||||||||
Actual return of plan assets | 47 | 41 | 36 | ||||||||||
Company contributions | 43 | 43 | 42 | ||||||||||
Benefits paid | — | — | — | ||||||||||
Effect of exchange rate changes | (226 | ) | 76 | 97 | |||||||||
Fair value of plan assets at end of year | 1,654 | 1,790 | 1,630 | ||||||||||
Funded status | (1,834 | ) | (1,031 | ) | (401 | ) | |||||||
Unrecognized actuarial loss (gain) | 1,911 | 922 | 317 | ||||||||||
Unrecognized prior service (benefit) cost | — | — | — | ||||||||||
Additional minimum liability | (1,911 | ) | (922 | ) | (317 | ) | |||||||
Unrecognized transition (asset) liability | — | — | |||||||||||
Net amount recognized | $ | (1,834 | ) | $ | (1,031 | ) | $ | (401 | ) | ||||
Plan Assets | |||||||||||||
Pension plan assets were comprised of the following asset categories at December 31, | |||||||||||||
Equity securities | 6.4 | % | 10.4 | % | 11.55 | % | |||||||
Debt securities | 87.4 | % | 83.1 | % | 81.05 | % | |||||||
Other | 6.2 | % | 6.5 | % | 7.5 | % | |||||||
Total | 100 | % | 100 | % | 100 | % | |||||||
Components of net periodic benefit cost are as follows: | |||||||||||||
Service cost | $ | — | $ | 2 | $ | 2 | |||||||
Interest cost on projected benefit obligations | 106 | 94 | 87 | ||||||||||
Expected return on plan assets | — | — | — | ||||||||||
Amortization of prior service costs | — | — | — | ||||||||||
Amortization of actuarial loss | — | — | — | ||||||||||
Net periodic benefit costs | $ | 106 | $ | 96 | $ | 89 | |||||||
The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were | |||||||||||||
Discount rate | 2.2 | % | 3.9 | % | 4.6 | % | |||||||
Expected return on plan assets | 4 | % | 4 | % | 4 | % | |||||||
Rate of pension increases | 2 | % | 2 | % | 1 | % | |||||||
Rate of compensation increase | N/A | N/A | N/A | ||||||||||
The following discloses information about the Company’s defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31, | |||||||||||||
Projected benefit obligation | $ | 3,488 | $ | 2,821 | $ | 2,031 | |||||||
Accumulated benefit obligation | $ | 3,488 | $ | 2,821 | $ | 2,031 | |||||||
Fair value of plan assets | $ | 1,654 | $ | 1,790 | $ | 1,630 | |||||||
Benefit payments | 2015 | $ | 16 | ||||||||||
2016 | $ | 16 | |||||||||||
2017 | $ | 88 | |||||||||||
2018 | $ | 90 | |||||||||||
2019 | $ | 92 | |||||||||||
2020 — 2024 | $ | 607 |
QUARTERLY_INFORMATION_Tables
QUARTERLY INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | |||||||||||||||||
2014 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 1,063 | $ | 937 | $ | 919 | $ | 1,240 | |||||||||
Cost of Sales | 251 | 232 | 248 | 261 | |||||||||||||
Operating expenses | 2,706 | 2,667 | 2,793 | 2,797 | |||||||||||||
Loss from Operations | (1,894 | ) | (1,962 | ) | (2,122 | ) | (1,818 | ) | |||||||||
Interest expense (income), net | 79 | 105 | 104 | 128 | |||||||||||||
Other expense (income), net | (283 | ) | (5 | ) | (1 | ) | (8 | ) | |||||||||
Income tax expense (benefit) | — | 12 | 3 | 10 | |||||||||||||
Net loss | $ | (1,690 | ) | $ | (2,074 | ) | $ | (2,228 | ) | $ | (1,948 | ) | |||||
Net loss per share: | |||||||||||||||||
Net loss | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic loss per share to common shareholders | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Basic weighted-average shares outstanding | 88,604,221 | 91,930,400 | 93,162,548 | 93,384,834 | |||||||||||||
2013 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 856 | $ | 1,024 | $ | 2,496 | $ | 928 | |||||||||
Cost of Sales | 237 | 296 | 299 | 258 | |||||||||||||
Operating expenses | 2,316 | 2,306 | 2,375 | 2,504 | |||||||||||||
Loss from Operations | (1,697 | ) | (1,578 | ) | (178 | ) | (1,834 | ) | |||||||||
Interest expense (income), net | 1 | 73 | 73 | 74 | |||||||||||||
Change in fair value of derivative liabilities | 1,176 | 3,973 | (470 | ) | 97 | ||||||||||||
Other expense (income), net | (104 | ) | (4 | ) | (123 | ) | (212 | ) | |||||||||
Income tax expense (benefit) | 3 | (1 | ) | 3 | 3 | ||||||||||||
Net income (loss) | $ | (2,773 | ) | $ | (5,619 | ) | $ | 339 | $ | (1,796 | ) | ||||||
Net income (loss) per share: | |||||||||||||||||
Net income (loss) | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0 | $ | (0.02 | ) | ||||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic income (loss) per share to common shareholders | $ | (0.04 | ) | $ | (0.07 | ) | $ | 0 | $ | (0.02 | ) | ||||||
Basic weighted-average shares outstanding | 76,846,563 | 78,581,502 | 83,750,636 | 85,594,118 | |||||||||||||
2012 (by quarter) | |||||||||||||||||
1 | 2 | 3 | 4 | ||||||||||||||
Revenues | $ | 1,121 | $ | 966 | $ | 938 | $ | 926 | |||||||||
Cost of Sales | 322 | 355 | 256 | 269 | |||||||||||||
Operating expenses | 2,084 | 2,084 | 2,025 | 2,316 | |||||||||||||
Loss from Operations | (1,285 | ) | (1,473 | ) | (1,343 | ) | (1,659 | ) | |||||||||
Interest expense (income), net | 4 | 5 | 5 | 4 | |||||||||||||
Change in fair value of derivative liabilities | 7,536 | (2,441 | ) | 1,378 | (1,761 | ) | |||||||||||
Other expense (income), net | (235 | ) | (91 | ) | (2 | ) | 6 | ||||||||||
Income tax expense (benefit) | — | 3 | 2 | 17 | |||||||||||||
Net income (loss) | $ | (8,590 | ) | $ | 1,051 | $ | (2,726 | ) | $ | 75 | |||||||
Net income (loss) per share: | |||||||||||||||||
Net income (loss) | $ | (0.13 | ) | $ | 0.02 | $ | (0.04 | ) | $ | 0 | |||||||
Preferred dividends | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Basic income (loss) per share to common shareholders | $ | (0.13 | ) | $ | 0.02 | $ | (0.04 | ) | $ | 0 | |||||||
Basic weighted-average shares outstanding | 67,988,916 | 68,554,014 | 70,308,374 | 76,561,858 | |||||||||||||
DESCRIPTION_OF_BUSINESS_AND_OP1
DESCRIPTION OF BUSINESS AND OPERATIONS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 15, 2015 |
State of Incorporation | Delaware | ||||
Designated preferred stock | 4,000,000 | 4,000,000 | |||
Shares issued in exchange of debt | 154,607 | ||||
Line of Credit Borrowing capacity | $3,050 | ||||
Extinguishment of LOC | -500 | ||||
Authorized shares under Stock Option Plan | 7,000,000 | 4,000,000 | |||
Royalty payment | 40 | ||||
Advances under LOC | 750 | 1,550 | |||
Line of Credit 1 [Member] | |||||
Line of Credit Borrowing capacity | 3,050 | ||||
Advances under LOC | 1,550 | ||||
Line of Credit 2 [Member] | |||||
Line of Credit Borrowing capacity | 500 | ||||
Advances under LOC | |||||
Line Of Credit [Member] | Minimum [Member] | |||||
Conversion of LOC into shares, price per share | $0.95 | ||||
Line Of Credit [Member] | Maximum [Member] | |||||
Conversion of LOC into shares, price per share | $2.30 | ||||
Series E Preferred Stock [Member] | |||||
Designated preferred stock | 12,000 | ||||
Preferred stock, par value per share | $0.01 | ||||
Liquidation preference | $1,000 | ||||
Preferred conversion | $1.90 | ||||
Sale of shares | 12,000 | ||||
Sale of share, price per share | $1,000 | ||||
Sale of shares, Conversion ratio | 526 | ||||
Conversion share stated value | $1.90 | ||||
Shares issued in exchange of debt | 2,000 | ||||
Debt exchanged, principal | 1,950 | ||||
Debt exchanged, accrued interest | -28 | ||||
Gross proceeds of offering | 10,000 | ||||
Net proceeds of offering | 9,925 | ||||
Offering expenses | $75 | ||||
Series E Preferred Stock [Member] | Cash Distribution [Member] | |||||
Dividend rate | 8.00% | ||||
Series E Preferred Stock [Member] | Stock Distribution [Member] | |||||
Dividend rate | 100.00% |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | 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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator for basic and diluted loss per share: | |||||||||||||||
Net loss | ($1,948) | ($2,228) | ($2,074) | ($1,690) | ($1,796) | $339 | ($5,619) | ($2,773) | $75 | ($2,726) | $1,051 | ($8,590) | ($7,940) | ($9,849) | ($10,190) |
Preferred dividends | -51 | -51 | -51 | ||||||||||||
Net loss available to common shareholders | -7,991 | -9,900 | -10,241 | ||||||||||||
Denominator for basic loss per share weighted-average shares outstanding | 93,384,834 | 93,162,548 | 91,930,400 | 88,604,221 | 85,594,118 | 83,750,636 | 78,580,502 | 78,846,563 | 76,561,858 | 70,308,374 | 68,544,014 | 67,988,916 | 91,795,971 | 81,231,962 | 70,894,916 |
Effect of dilutive securities | |||||||||||||||
Denominator for diluted loss per share weighted-average shares outstanding | 91,795,971 | 81,231,962 | 70,894,915 | ||||||||||||
Basic and diluted loss per share: | |||||||||||||||
Net loss | ($0.09) | ($0.12) | ($0.14) | ||||||||||||
Preferred dividends | |||||||||||||||
Net loss available to common shareholders | ($0.09) | ($0.12) | ($0.14) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 6,730,651 | 10,465,601 | 26,604,575 |
Series B Preferred Stock [Member] | |||
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 46,029 | 46,139 | 47,880 |
Convertible notes payable and lines of credit [Member] | |||
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 1,649,548 | 101,185 | 100,018 |
Stock options [Member] | |||
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 4,057,296 | 1,782,221 | 1,135,077 |
Restricted stock grants [Member] | |||
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 80,932 | 324,863 | |
Warrants [Member] | |||
Potential Dilutive Securities: | |||
Potential Dilutive Securities | 977,778 | 8,455,124 | 24,996,737 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash placed with high quality financial institutions | $250,000 | $250,000 | |
Accounts receivable | 3,000 | 3,000 | |
Customer accounted for revenue percentage | 17.00% | 42.00% | 15.00% |
Customer accounted for revenue | 725,000 | 2,211,000 | 611,000 |
Trade receivables | 0 | 0 | 0 |
Stock based compensation expense | 618,000 | 575,000 | 571,000 |
Compensation expense | 0 | 37,000 | |
Expected term | 5 years 10 months 24 days | 5 years 10 months 24 days | 5 years 10 months 24 days |
Interest rate | 2.60% | 2.60% | 2.60% |
Foreign currency translation adjustment | -20,000 | -69,000 | -75,000 |
Advertising expense | 9,000 | 12,000 | 12,000 |
Officer [Member] | |||
Forfeiture rate | 0.00% | ||
Directors [Member] | |||
Stock based compensation expense | $238,000 | ||
Shares issued for services | 94,116 | 144,000 | |
Forfeiture rate | 4.10% | ||
Other Employees [Member] | |||
Forfeiture rate | 6.00% | ||
MinimumMember | |||
Volatility rate | 71.00% | ||
Maximum [Member] | |||
Volatility rate | 103.00% |
FAIR_VALUE_ACCOUNTING_Details
FAIR VALUE ACCOUNTING (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Pension assets | $1,654 | $1,790 | $1,630 |
Totals | 1,654 | 1,790 | |
Liabilities: | |||
Derivative liabilities | 57 | ||
Totals | 57 | ||
Level 1 | |||
Pension assets | 1,654 | 1,790 | |
Totals | 1,654 | 1,790 | |
Liabilities: | |||
Derivative liabilities | |||
Totals | |||
Level 2 | |||
Pension assets | |||
Totals | |||
Liabilities: | |||
Derivative liabilities | |||
Totals | |||
Level 3 | |||
Pension assets | |||
Totals | |||
Liabilities: | |||
Derivative liabilities | 57 | ||
Totals | $57 |
FAIR_VALUE_ACCOUNTING_Details_
FAIR VALUE ACCOUNTING (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Disclosures [Abstract] | |||
At beginning of period | $57 | $2,244 | $11,824 |
Included in earnings | 4,776 | 4,712 | |
Settlements | -57 | -6,963 | -14,292 |
Issuances | |||
Transfers in and/or out of Level 3 | |||
At end of period | $57 | $2,244 |
FAIR_VALUE_ACCOUNTING_Details_1
FAIR VALUE ACCOUNTING (Details Narratives) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Outstanding warrants to purchase shares of the Company's common stock | 977,778 | 40,000 |
Fair values of Warrants which is recognised as non-current liability | $57 |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Notes to Financial Statements | |||
Balance of intangible assets at beginning of period | $172 | $200 | $63 |
Intangible assets acquired | 159 | ||
Amortization | -16 | -16 | -16 |
Impairment losses | |||
Balance of intangible assets at end of period | $144 | $172 | $200 |
INTANGIBLE_ASSETS_AND_GOODWILL3
INTANGIBLE ASSETS AND GOODWILL (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes to Financial Statements | ||
2015 | $27 | |
2016 | 12 | |
2017 | 12 | |
2018 | 12 | |
2019 | 12 | |
Thereafter | 69 | |
Totals | $144 | $172 |
INTANGIBLE_ASSETS_AND_GOODWILL4
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Amortization expense | $16 | $16 | $16 | |
Carrying amount of acquired trademarks and trade names | 15 | 31 | 47 | |
Carrying amount of Finite Lived Patents Gross | 129 | 141 | 147 | |
Purchaser warrant shares, Vocel | 150,000 | |||
Purchaser warrant exercisable share price | $0.88 | |||
gross revenue payable to Vocel, percentage | 75.00% | |||
Aggregate fair value of the consideration issued | 159 | |||
Trademarks And Trade Names [Member] | ||||
Amortization expense | 16 | 16 | 16 | |
Accumulated amortization | 332 | 316 | 300 | |
Patents [Member] | ||||
Amortization expense | 12 | 12 | 6 | |
Accumulated amortization | 530 | 518 | 512 | |
Aggregate fair value of the consideration issued | $159 | |||
Weighted-average remaining life of acquired patents | 11 years 6 months |
RELATED_PARTY_Details_Narrativ
RELATED PARTY (Details Narratives) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 14, 2008 | Jun. 30, 2014 | Jan. 31, 2013 | Aug. 31, 2009 | Jun. 30, 2012 |
Warrant issued | 150,000 | ||||||||
Warrant exercise price | $0.88 | ||||||||
Shares issued | 111,783 | ||||||||
Repayment of notes | $45 | ||||||||
Exercise of warrants | 7,915 | -98,617 | -35,310 | -24,924 | |||||
Contract value | 370,000 | ||||||||
Contract payments | 0 | 0 | 188 | ||||||
Line of Credit Borrowing capacity | 3,050 | ||||||||
Shares issued in exchange of debt | 154,607 | ||||||||
Extinguishment of LOC | -500 | ||||||||
Advances under LOC | 750 | 1,550 | |||||||
Series E Preferred Stock [Member] | |||||||||
Sale of shares | 12,000 | ||||||||
Sale of share, price per share | $1,000 | ||||||||
Sale of shares, Conversion ratio | 526 | ||||||||
Conversion share stated value | $1.90 | ||||||||
Shares issued in exchange of debt | 2,000 | ||||||||
Debt exchanged, principal | 1,950 | ||||||||
Debt exchanged, accrued interest | -28 | ||||||||
Line of Credit 1 [Member] | |||||||||
Line of Credit Borrowing capacity | 3,050 | ||||||||
Advances under LOC | 1,550 | ||||||||
Line of Credit 2 [Member] | |||||||||
Line of Credit Borrowing capacity | 500 | ||||||||
Advances under LOC | |||||||||
Line Of Credit [Member] | Minimum [Member] | |||||||||
Conversion of LOC into shares, price per share | $0.95 | ||||||||
Line Of Credit [Member] | Maximum [Member] | |||||||||
Conversion of LOC into shares, price per share | $2.30 | ||||||||
ConvertibleNotesPayableMember | |||||||||
Note issued | 110 | ||||||||
Note interest rate | 7.00% | ||||||||
Warrant issued | 149,996 | 150,000 | |||||||
Warrant exercise price | $0.50 | ||||||||
Shares issued | 100,000 | 18,182 | |||||||
Fair value of warrants at issuance | 13 | ||||||||
Repayment of notes | 45,000 | ||||||||
Conversion of notes payable into stock | 55 | 10 | |||||||
Exercise of warrants | 136,364 | 13,636 | |||||||
Conversion of accrued interest | $30,000 | ||||||||
Shares issued upon conversion of interest | 54,607 | ||||||||
Stock issued upon warrant exercise | 105,451 |
INVENTORY_Details_Narrative
INVENTORY (Details Narrative) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Details Narrative | ||
Inventory | $916 | $505 |
Work in process | 909 | 499 |
Direct labor cost, in-process projects | 881 | 499 |
Equipment cost, in-process projects | 28 | |
Finished goods | 7 | 6 |
Reserves for obsolete and slow-moving items | $3 | $3 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes to Financial Statements | ||
Equipment | $818 | $700 |
Leasehold improvements | 5 | 5 |
Furniture | 103 | 103 |
Property and equipment total | 926 | 808 |
Less accumulated depreciation | -715 | -563 |
Property and equipment net | $211 | $245 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property And Equipment Details Narrative | |||
Depreciation expense | $152 | $97 | $47 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes to Financial Statements | ||
Compensated absences | $290 | $241 |
Wages, payroll taxes and sales commissions | 4 | 4 |
Customer deposits | 68 | 38 |
Liquidated damages | 200 | 200 |
Royalties | 147 | 147 |
Pension and employee benefit plans | 35 | 33 |
Income and sales taxes | 171 | 142 |
Interest and dividends | 38 | 52 |
Other | 60 | 67 |
Accrued liabilities | $1,013 | $924 |
NOTES_PAYABLE_AND_LINE_OF_CRED2
NOTES PAYABLE AND LINE OF CREDIT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Payable And Line Of Credit Details | ||
Convertible promissory notes | $55 | |
Line of credit to a related party | 1,311 | |
Total notes payable and line of credit to related parties | 1,311 | 55 |
Less current portion | 55 | |
Long-term notes payable and line of credit to related parties | $1,311 |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details Narratives) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative Liabilities Details Narratives | ||
Outstanding warrants to purchase shares of the Company's common stock | 977,778 | 40,000 |
Fair values of Warrants which is recognised as non-current liability | $57 | |
Proceeds from Warrants exercises | 20,000 | |
Shares of stock issued upon exercise of warrant | 40,000 | |
Shares of stock issued upon exercise of warrant, value | $57 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||
Federal | |||
State | |||
Foreign | 25 | 8 | 22 |
Deferred | |||
Federal | |||
State | |||
Foreign | |||
Total | $25 | $8 | $22 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Notes to Financial Statements | |||
Net operating loss carryforwards | $14,200 | $12,703 | $11,554 |
Intangible and fixed assets | 427 | 538 | 653 |
Stock based compensation | 1,565 | 1,319 | 1,089 |
Reserves and accrued expenses | 6 | 6 | 6 |
Other | -85 | -121 | -140 |
Deferred tax assets total | 16,113 | 14,445 | 13,162 |
Less valuation allowance | -16,113 | -14,445 | -13,162 |
Net deferred tax assets |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Notes to Financial Statements | |||
Amounts computed at statutory rates | ($2,699) | ($3,349) | ($3,465) |
State income tax, net of federal benefit | -212 | -47 | -81 |
Expiration of net operating loss carryforwards | 708 | 75 | 473 |
Non-deductible interest and change in fair value of derivative liabilities | 145 | 1,698 | 1,602 |
Foreign taxes | 386 | 370 | 473 |
Other | 4 | 4 | 4 |
Net change in valuation allowance on deferred tax assets | 1,693 | 1,257 | 1,016 |
Reconciliation of the provision-benefit) for income taxes | $25 | $8 | $22 |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Taxes Details Narrative | ||
Interest and penalties accrued | $11 | $12 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Notes to Financial Statements | |
2015 | $448 |
2016 | 422 |
2017 | 386 |
2018 | 168 |
2019 and thereafter | |
Total | $1,424 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narratives) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Royalty payment | $40 | ||
Rent expense | 430 | 418 | 521 |
CALIFORNIA | MinimumMember | |||
Rent expense | 18 | ||
CANADA | MinimumMember | |||
Rent expense | 3 | ||
OREGON | MinimumMember | |||
Rent expense | 16 | ||
MEXICO | MinimumMember | |||
Rent expense | $3 |
EQUITY_Details
EQUITY (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity Details | |||
At beginning of period | 87,548,613 | 76,639,849 | 67,988,916 |
Shares issued pursuant to warrants exercised for cash | 4,742,632 | 6,132,779 | 7,052,647 |
Shares issued pursuant to cashless warrants exercised | 868,565 | 4,458,493 | 1,573,362 |
Conversion of related-party notes payable into common stock | 154,607 | 18,182 | |
Shares issued as compensation in lieu of cash | 94,116 | 264,000 | |
Shares issued pursuant to options exercised | 98,617 | 35,310 | 24,924 |
At end of period | 93,507,150 | 87,548,613 | 76,639,849 |
EQUITY_Details_1
EQUITY (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity Details 1 | |||
Begining Balance | 6,598,416 | 18,788,485 | 28,453,760 |
Granted | 302,778 | 1,232,632 | 305,000 |
Expired/Cancelled | 55,000 | -688,749 | -12,000 |
Exercised | -5,868,416 | -12,733,952 | -9,958,275 |
Ending Balance | 97,778 | 6,598,416 | 18,788,485 |
Begining Balance, Weighted-Average Exercise Price | $0.63 | $0.56 | $0.52 |
Granted, Weighted-Average Exercise Price | $2.02 | $1.01 | $0.92 |
Expired/Cancelled, Weighted-Average Exercise Price | $1.10 | $1.49 | $0.50 |
Exercised, Weighted-Average Exercise Price | $0.58 | $0.52 | $0.50 |
Ending Balance, Weighted-Average Exercise Price | $1.22 | $0.63 | $0.56 |
EQUITY_Details_2
EQUITY (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Number Outstanding | 977,778 |
0.5 | |
Number Outstanding | 250,000 |
Weighted Average Remaining Life (Years) | 2 years |
Weighted Average Exercise Price | $0.50 |
0.8 | |
Number Outstanding | 150,000 |
Weighted Average Remaining Life (Years) | 3 years |
Weighted Average Exercise Price | $0.80 |
0.98 | |
Number Outstanding | 100,000 |
Weighted Average Remaining Life (Years) | 1 year |
Weighted Average Exercise Price | $0.98 |
1.1 | |
Number Outstanding | 100,000 |
Weighted Average Remaining Life (Years) | 1 year 4 months 24 days |
Weighted Average Exercise Price | $1.10 |
1.14 | |
Number Outstanding | 30,000 |
Weighted Average Remaining Life (Years) | 0 years |
Weighted Average Exercise Price | $1.14 |
1.72 | |
Number Outstanding | 70,000 |
Weighted Average Remaining Life (Years) | 8 months 12 days |
Weighted Average Exercise Price | $1.72 |
1.83 | |
Number Outstanding | 100,000 |
Weighted Average Remaining Life (Years) | 1 year |
Weighted Average Exercise Price | $1.83 |
2.25 | |
Number Outstanding | 177,778 |
Weighted Average Remaining Life (Years) | 2 months 12 days |
Weighted Average Exercise Price | $2.25 |
EQUITY_Details_Narratives
EQUITY (Details Narratives) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Shares issued pursuant to options exercised | 98,617 | 35,310 | 24,924 | |
Cash proceeds from option exercises | $7 | $67 | $11 | $7 |
Shares issued pursuant to warrants exercised for cash | 4,742,632 | 6,132,779 | 7,052,647 | |
Cash proceeds from warrant exercises | 2,848 | 3,291 | 3,527 | |
Shares issued pursuant to cashless warrants exercised for cash | 868,565 | |||
Shares issued upon exchange of debt | 154,607 | |||
Conversion of debt amount | 55 | |||
Conversion of accrued interest | 30 | |||
Warrants outstanding | 977,778 | 40,000 | ||
Warrants not yet exercisable | 380,000 | |||
Warrants exercised pursuant to cashless transactions | 1,125,784 | |||
Expired/Cancelled | 55,000 | -688,749 | -12,000 | |
Proceeds from warrant exercises | 2,848 | |||
Series B Preferred Stock [Member] | ||||
Preferred stock outstanding | 239,400 | 239,400 | ||
Cumulative dividends | $8 | $8 | ||
Cumulative dividend, per share amount | $0.03 | |||
Consultant [Member] | ||||
Shares issued for services | 125,000 | |||
Shareholder [Member] | ||||
Shares issued for services | 177,778 | |||
Warrant exercise price | $2.25 | |||
Directors [Member] | ||||
Shares issued for services | 94,116 | |||
MinimumMember | ||||
Warrant exercise price | $0.50 | |||
MinimumMember | Consultant [Member] | ||||
Warrant exercise price | $1.10 | |||
Maximum [Member] | ||||
Warrant exercise price | $2.25 | |||
Maximum [Member] | Consultant [Member] | ||||
Warrant exercise price | $1.83 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-based Compensation Details | ||||
Begining Balance | 4,057,296 | 3,786,000 | 3,031,221 | 1,707,713 |
Granted, Options | 435,000 | 817,500 | 1,437,500 | |
Expired/Cancelled | -62,498 | -30,000 | -89,068 | |
Exercised, Options | 7,915 | -98,617 | -35,310 | -24,924 |
Ending Balance | 4,057,296 | 3,786,000 | 3,031,221 | |
Begining Balance, Weighted-Average Exercise Price | $1.06 | $0.94 | $0.82 | $0.76 |
Granted, Weighted-Average Exercise Price | $2.13 | $1.39 | $0.89 | |
Expired/Cancelled, Weighted-Average Exercise Price | $1.96 | $0.74 | $0.92 | |
Exercised, Weighted-Average Exercise Price | $0.68 | $0.31 | $0.29 | |
Ending Balance, Weighted-Average Exercise Price | $1.06 | $0.94 | $0.82 | |
Begining Balance,Weighted-Average Remaining Contractual Term | 7 years 4 months 24 days | 7 years 10 months 24 days | 7 years 7 months 6 days | |
Exercised,Weighted-Average Remaining Contractual Term | 6 years 1 month 6 days | |||
Ending Balance,Weighted-Average Remaining Contractual Term | 6 years 9 months 18 days |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number Outstanding Options | 4,057,296 | 3,786,000 | 3,031,221 | 1,707,713 |
Weighted Average Exercise Price Options | $1.06 | $0.94 | $0.82 | $0.76 |
Number Exercisable Options | 3,063,392 | |||
0.17-0.24 | ||||
Number Outstanding Options | 420,221 | |||
Weighted Average Remaining Life (Years) Options | 4 years | |||
Weighted Average Exercise Price Options | $0.19 | |||
Number Exercisable Options | 420,221 | |||
Weighted-Average Exercise Price Options | $0.19 | |||
0.54-0.74 | ||||
Number Outstanding Options | 752,580 | |||
Weighted Average Remaining Life (Years) Options | 5 years 8 months 12 days | |||
Weighted Average Exercise Price Options | $0.72 | |||
Number Exercisable Options | 716,346 | |||
Weighted-Average Exercise Price Options | $0.72 | |||
0.77-1.15 | ||||
Number Outstanding Options | 2,047,495 | |||
Weighted Average Remaining Life (Years) Options | 7 years 1 month 6 days | |||
Weighted Average Exercise Price Options | $0.95 | |||
Number Exercisable Options | 1,740,144 | |||
Weighted-Average Exercise Price Options | $0.96 | |||
1.45-2.74 | ||||
Number Outstanding Options | 837,000 | |||
Weighted Average Remaining Life (Years) Options | 8 years 8 months 12 days | |||
Weighted Average Exercise Price Options | $2.07 | |||
Number Exercisable Options | 186,681 | |||
Weighted-Average Exercise Price Options | $2.10 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) | Dec. 31, 2014 |
Common stock reserved for future issuance | 9,382,583 |
Warrants outstanding | |
Common stock reserved for future issuance | 977,778 |
Common Stock | Convertible preferred stock – Series B | |
Common stock reserved for future issuance | 46,029 |
Common Stock | ConvertibleNotesPayableMember | |
Common stock reserved for future issuance | 1,649,548 |
Common Stock | Stock options outstanding | |
Common stock reserved for future issuance | 4,057,296 |
Common Stock | Restricted stock grants | |
Common stock reserved for future issuance | |
Authorized Future Grant Under Stock Option Plans [Member] | |
Common stock reserved for future issuance | 2,651,932 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Options authorized under plan | 7,000,000 | 4,000,000 | |||
Option term | 6 years 1 month 6 days | ||||
Options outstanding | 4,057,296 | 3,786,000 | 3,031,221 | 1,707,713 | |
Option exercisable | 3,063,392 | 2,309,865 | |||
Weighted average exercise price | $0.87 | ||||
Options not yet vested | 978,347 | 1,473,546 | |||
Options vested and expected to vest | 4,041,739 | ||||
Options vested and expected to vest, weighted average exercise price | $1.06 | $0.86 | |||
Intrinsic value vested and expected to vest | $5,423,380 | ||||
Weighted average remaining contractual life | 6 years 9 months 18 days | ||||
Exercised | -7,915 | 98,617 | 35,310 | 24,924 | |
Shares issued pursuant to options exercised | 98,617 | 35,310 | 24,924 | ||
Proceeds from option exercise | 67,000 | 11,000 | |||
Options excercised, intrinsic value | 170,000 | 59,000 | |||
Exercisable, intrinsic value | 4,696,000 | 2,468,000 | |||
Outstanding, intrinsic value | 5,427,000 | 3,786,000 | |||
Shares vested during period | 864,157 | 951,610 | |||
Shares vested during period, weighted average grant date fair value | $0.80 | $0.75 | |||
Shares forfeited during period | 62,498 | 30,000 | |||
Shares forfeited during period, exercisable | 15,000 | 17,504 | |||
Shares forfeited during period, weighted average grant date fair value | $1.75 | $0.88 | |||
Shares vested, weighted-average grant-date fair value | $0.70 | $0.67 | |||
weighted-average grant-date fair value | $1.37 | $0.97 | $0.71 | ||
Unrecognized compensation cost related to unvested stock options | 990,000 | ||||
Weighted-average remaining requisite service period | 1 year 3 months 18 days | ||||
Stock-based compensation expense related to restricted stock grants | 238,000 | ||||
Restricted stock issued | 94,116 | 144,000 | |||
Stock-based compensation expense related to 2010 stock grants | $0 | $0 | $37,000 | ||
Permance units exchanged | 880,000 | ||||
Options issued in exchange of performance units | 435,000 | ||||
1999 Plan [Member] | |||||
Options authorized under plan | 350,000 | ||||
Option term | 10 years | ||||
Vesting term | 3 years | ||||
2001 Plan [Member] | |||||
Options authorized under plan | 1,000,000 |
EMPLOYEE_BENEFIT_PLAN_Details_
EMPLOYEE BENEFIT PLAN (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Benefit Plan Details Narrative | |||
Company contribution rate | 50.00% | ||
Maximum percent of employee compensation | 8.00% | ||
Discretionary contribution to employee benefit plan | $118 | $107 | $87 |
Paid subsequent year | $88 | $79 |
PENSION_PLAN_Details
PENSION PLAN (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Change in benefit obligation: | |||
Benefit obligation at beginning of year | $2,821 | $2,031 | $1,846 |
Service cost | 2 | 2 | |
Interest cost | 106 | 94 | 87 |
Actuarial gain (loss) | 1,003 | 577 | -7 |
Effect of exchange rate changes | -442 | 117 | 103 |
Effect of curtailment | |||
Benefits paid | |||
Benefit obligation at end of year | 3,488 | 2,821 | 2,031 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 1,790 | 1,630 | 1,455 |
Actual return of plan assets | 47 | 41 | 36 |
Company contributions | 43 | 43 | 42 |
Benefits paid | |||
Effect of exchange rate changes | -226 | 76 | 97 |
Fair value of plan assets at end of year | 1,654 | 1,790 | 1,630 |
Funded status | -1,834 | -1,031 | -401 |
Unrecognized actuarial loss (gain) | 1,911 | 922 | 317 |
Unrecognized prior service (benefit) cost | |||
Additional minimum liability | -1,911 | -922 | -317 |
Unrecognized transition (asset) liability | |||
Net amount recognized | -1,834 | -1,031 | -401 |
Plan Assets | |||
Equity securities | 6.40% | 10.40% | 11.50% |
Debt securities | 87.40% | 83.10% | 81.00% |
Other | 6.20% | 6.50% | 7.50% |
Total | 100.00% | 100.00% | 100.00% |
Components of net periodic benefit cost are as follows: | |||
Service cost | 2 | 2 | |
Interest cost on projected benefit obligations | 106 | 94 | 87 |
Expected return on plan assets | |||
Amortization of prior service costs | |||
Amortization of actuarial loss | |||
Net periodic benefit costs | 106 | 96 | 89 |
Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31, were | |||
Discount rate | 2.20% | 3.90% | 4.60% |
Expected return on plan assets | 4.00% | 4.00% | 4.00% |
Rate of compensation increase | 2.00% | 0.00% | 1.00% |
The following discloses information about the Companys defined benefit pension plan that had an accumulated benefit obligation in excess of plan assets as of December 31, | |||
Projected benefit obligation | 3,488 | 2,821 | 2,031 |
Accumulated benefit obligation | 3,488 | 2,821 | 2,031 |
Fair value of plan assets | $1,654 | $1,790 | $1,630 |
PENSION_PLAN_Details_1
PENSION PLAN (Details 1) (USD $) | Dec. 31, 2014 |
Notes to Financial Statements | |
2015 | $16 |
2016 | 16 |
2017 | 88 |
2018 | 90 |
2019 | 92 |
2020-2024 | $607 |
PENSION_PLAN_Details_Narrative
PENSION PLAN (Details Narrative) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Pension Plan Details Narrative | |||
Contributions to the plan | $43 | $43 | $42 |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Note 8 - FAIR VALUE ACCOUNTING | |||
Additional minimum pension liability | ($1,323) | ($579) | $43 |
Foreign currency translation adjustment | -271 | -251 | -182 |
Ending Balance | ($1,594) | ($830) | ($139) |
QUARTERLY_INFORMATION_Details
QUARTERLY INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | 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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Revenues | $1,240 | $919 | $937 | $1,063 | $928 | $2,496 | $1,024 | $8,565 | $926 | $938 | $966 | $1,121 | |||
Cost of Sales | 261 | 248 | 232 | 251 | 258 | 299 | 296 | 237 | 269 | 256 | 355 | 322 | |||
Operating expenses | 2,797 | 2,793 | 2,667 | 2,706 | 2,504 | 2,375 | 2,306 | 2,316 | 2,316 | 2,025 | 2,084 | 2,084 | 10,963 | 9,501 | 8,509 |
Loss from Operations | -1,818 | -2,122 | -1,962 | -1,894 | -1,834 | -178 | -1,578 | -1,697 | -1,659 | -1,343 | -1,473 | -12,855 | |||
Interest expense (income), net | 128 | 104 | 105 | 79 | 74 | 73 | 73 | 1 | 4 | 5 | 5 | 4 | 416 | 221 | 18 |
Change in fair value of derivative liabilities | 97 | -470 | 3,973 | 1,176 | -1,761 | 1,378 | -2,441 | 7,536 | |||||||
Other expense (income), net | -8 | -1 | -5 | -283 | -212 | -123 | -4 | -104 | 6 | -2 | -91 | -235 | |||
Income tax expense (benefit) | 10 | 3 | 12 | 3 | 3 | -1 | 3 | 17 | 2 | 3 | 25 | 8 | 22 | ||
Net income (loss) | ($1,948) | ($2,228) | ($2,074) | ($1,690) | ($1,796) | $339 | ($5,619) | ($2,773) | $75 | ($2,726) | $1,051 | ($8,590) | ($7,940) | ($9,849) | ($10,190) |
Net income (loss) | ($0.02) | ($0.02) | ($0.02) | ($0.02) | ($0.02) | $0 | ($0.07) | ($0.04) | $0 | ($0.04) | $0.02 | ($0.13) | ($0.09) | ($0.12) | ($0.14) |
Preferred dividends | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | |||
Basic income (loss) per share to common shareholders | ($0.02) | ($0.02) | ($0.02) | ($0.02) | ($0.02) | $0 | ($0.07) | ($0.04) | $0 | ($0.04) | $0.02 | ($0.13) | ($0.09) | ($0.12) | ($0.14) |
Basic weighted-average shares outstanding | 93,384,834 | 93,162,548 | 91,930,400 | 88,604,221 | 85,594,118 | 83,750,636 | 78,580,502 | 78,846,563 | 76,561,858 | 70,308,374 | 68,544,014 | 67,988,916 | 91,795,971 | 81,231,962 | 70,894,916 |
SUBSEQUENT_EVENTS_Details_Narr
SUBSEQUENT EVENTS (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 12, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Designated preferred stock | 4,000,000 | 4,000,000 | ||
Shares issued in exchange of debt | 154,607 | |||
Line of Credit Borrowing capacity | $3,050 | |||
Extinguishment of LOC | -500 | |||
Authorized shares under Stock Option Plan | 7,000,000 | 4,000,000 | ||
Royalty payment | 40 | |||
Advances under LOC | 750 | 1,550 | ||
LOC Current borrowings | 2,300 | |||
Repayment of LOC principal and accrued interest | 351 | |||
Shares of stock pursuant to option exercises | 7,915 | -98,617 | -35,310 | -24,924 |
Proceeds to the company from option exercises | 7 | 67 | 11 | 7 |
Series E Preferred Stock [Member] | ||||
Designated preferred stock | 12,000 | |||
Preferred stock, par value per share | $0.01 | |||
Liquidation preference | $1,000 | |||
Preferred conversion | $1.90 | |||
Sale of shares | 12,000 | |||
Sale of share, price per share | $1,000 | |||
Sale of shares, Conversion ratio | 526 | |||
Conversion share stated value | $1.90 | |||
Shares issued in exchange of debt | 2,000 | |||
Debt exchanged, principal | 1,950 | |||
Debt exchanged, accrued interest | -28 | |||
Gross proceeds of offering | 10,000 | |||
Net proceeds of offering | 9,925 | |||
Offering expenses | $75 |