XML 48 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2014
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation – The condensed consolidated financial statements include the accounts of NeoMedia and its wholly owned subsidiaries. We operate as one reportable segment. All intercompany accounts, transactions and profits have been eliminated in consolidation.  Certain prior period amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current year's presentation.  
Use of Estimates, Policy [Policy Text Block]
Use of Estimates – The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.
Going Concern [Policy Text Block]
Going Concern – We have historically incurred operating losses, and we may continue to generate negative cash flows as we implement our business plan. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates our continuation as a going concern. Our net income for the six months ended June 30, 2014 was $3.6 million as compared to net income of $30 million for the same period in 2013. The operating results for the six months ended June 30, 2014 included $3.9 million of net gains related to financing instruments, and the operating results for the same period in 2013 included $29.5 million of net gains related to financing instruments.
  
Net cash used in operations during the six months ended June 30, 2014 was $197,000 as compared to net cash used in operations of $875,000 during the six months ended June 30, 2013. As of June 30, 2014, we have an accumulated deficit of $233.3 million. We also have a working capital deficit of $37.4 million, including $35 million in current liabilities for our derivative and debenture financing instruments.
 
We currently do not have sufficient cash or commitments for financing to sustain our operations for the next twelve months if we are unable to generate sufficient cash flows from operations. Our plan is to develop new client and customer relationships and substantially increase our revenue derived from our products/services and IP licensing. If our revenues do not reach the level anticipated in our plan, we may require additional financing in order to execute our operating plan. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which would have a material adverse effect on our business, prospects, financial condition and results of operations.
 
The convertible debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of shares of common stock outstanding. During the first six months of 2014, there were 155,729 million shares of common stock issued for these conversions. We cannot predict if or when each holder may or may not elect to convert into shares of common stock.
 
Our financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Revisions to 2013 Interim Reporting [Policy Text Block]
Restatement to 2013 Interim Reporting – As noted above and disclosed initially in our Periodic Report on Form 8-K on July 29, 2014, during the three month period ended March 31, 2014, for fair value accounting of the derivative financial instruments and debentures payable, we reassessed the valuation techniques used to estimate the liability fair values. Based on the assessment, including discussions with the third-party valuation firm assisting us with the calculation, we determined that the valuation technique should be modified to consider the potentially dilutive impact on the stock price resulting from the issuance of additional shares of common stock upon the conversion of the instruments as well as the resulting value in comparison to our market capitalization.
 
We agree with the SEC’s assertion that certain modifications in our valuation methodology contained errors with respect to the valuation of convertible debentures issued by us. We are restating the June 30, 2013 three month and six month periods to reflect the change in valuation technique and correction of the fair value accounting of the derivative financial instruments and debentures payable. In addition, we are also restating our December 31, 2013 Balance Sheet as it pertains to the Fair Value of our Warrants, Preferred Series C & D and Convertible Debentures to amounts as stated below from how they were reported as of December 31, 2013 in our 10-K: 
 
 
 
 
December 31, 2013
(as previously reported)
 
 
Adjustments
 
 
December 31, 2013
(Restated)
 
Derivative Financial Instruments – warrants
 
$
684
 
 
$
64
 
 
$
620
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative Financial Instruments – Series C and D PS and DP
 
$
23,606
 
 
$
23,310
 
 
$
296
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debentures payable – carried at fair value
 
$
257,451
 
 
$
219,201
 
 
$
38,250
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Liabilities
 
$
284,576
 
 
$
242,575
 
 
$
42,001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated deficit
 
$
(479,485
)
 
$
242,575
 
 
$
(236,910
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Total shareholders’ deficit
 
$
(284,435
)
 
$
242,575
 
$
(41,860
)
 
The tables below reflect the changes in restating the derivative liabilities for the three months and six months ended June 30, 2013:
 
 
Derivative Liability Restatement for the 3 months ended June 30, 2013:
 
 
 
 
3 Mos. June 30, 2013
(as previously reported)
 
 
Adjustments
 
 
3 Mos. June 30, 2013
(as Restated)
 
Gain (loss) from change in fair value of hybrid financial instruments
 
$
(29,569
)
 
$
29,136
 
 
$
(433
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – warrants
 
$
289
 
 
$
(31
)
 
$
258
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – Series C & D
 
$
(1,849
)
 
$
1,904
 
 
$
55
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(30,372
)
 
$
31,009
 
 
$
637
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common shareholders
 
$
(30,372
)
 
$
(30,312
)
 
$
(60
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
 
$
(30,595
)
 
$
31,254
 
 
$
659
 
 
 
Derivative Liability Restatement for the 6 months ended June 30, 2013:
 
 
 
 
6 Mos. June 30, 2013
(as previously reported)
 
 
Adjustments
 
 
6 Mos. June 30, 2013
(as Restated)
 
Gain (loss) from change in fair value of hybrid financial instruments
 
$
(22,795
)
 
$
46,849
 
 
$
24,054
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – warrants
 
$
3,411
 
 
$
13
 
 
$
3,424
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – Series C & D
 
$
(2,149
)
 
$
4,147
 
 
$
1,998
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(21,284
)
 
$
50,958
 
 
$
29,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common shareholders
 
$
(21,284
)
 
$
50,261
 
 
$
28,977
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
 
$
(21,618
)
 
$
51,425
 
 
$
29,807
 
 
Statement of Cash Flows:
 
 
 
 
6 Mos. June 30, 2013
(as previously reported)
 
 
Adjustments
 
 
6 Mos. June 30, 2013
(as Restated)
 
Net income (loss)
 
$
(21,284
)
 
$
50,958
 
 
$
29,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of hybrid financial instruments
 
$
2,149
 
 
$
(26,203
)
 
$
(24,054
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – warrants
 
$
(3,411
)
 
$
(13
)
 
$
(3,424
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Gain (loss) from change in fair value of derivative liability – Series C & D Preferred Shares
 
$
22,795
 
 
$
(24,793
)
 
$
(1,998
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
$
(874
)
 
$
(1
)
 
$
(875
)
Merger [Policy Text Block]
Merger and Reverse Stock SplitOn May 11, 2014, the Company completed an Agreement and Plan of Merger (the “Merger Agreement”) with Qode Services Corporation (“Qode”), a wholly owned subsidiary of the Company. Under the terms of the Merger Agreement, Qode was merged into the Company and ceased to exist upon completion of the merger.  The Company continued as the surviving corporation. Under the terms of the Merger Agreement, the Company’s charter was amended to provide for an increase in the amount of common stock authorized shares, and each share of the Company’s common stock issued and outstanding immediately prior to the merger continued to remain outstanding and remain unchanged, except that (i) the par value changed from $0.001 per share to no par value per share, and (ii) each fifteen shares of common stock issued and outstanding were combined and converted into 1 share of common stock (the “Reverse-Split”). The amount of authorized shares of common stock was also increased from 5 billion to 7.5 billion shares. Prior period amounts have been retroactively adjusted for the Reverse-Split in order to be comparable and conform to the current period presentation.
Debt, Policy [Policy Text Block]
Extinguishment of Debenture - In connection with the completion of the merger, the holder of the secured convertible debentures agreed to enter into amendments to decrease the aggregate face amount of debt by $5.0 million. The forgiveness of debt on the secured convertible debentures exceeded a significance threshold relative to cash flows prescribed by ASC Topic 470-50, Debt Modifications and Extinguishments. Accordingly, the modifications of the amounts due under these arrangements were accounted for as extinguishments, whereby the existing debentures were considered to be retired and new debentures issued. The fair value of the forgiven balance of $4.247 million was determined as of May 11, 2014 and recorded as a gain on extinguishment of debt in the condensed consolidated statements of operations. See Note 4 – Financings for additional discussion.
Earnings Per Share, Policy [Policy Text Block]
Basic and Diluted Net Income (Loss) Per Common Share The components of basic and diluted income (loss) per share attributable to NeoMedia Technologies, Inc. common stock shareholders were as follows (in thousands, except share and per share data):
 
 
 
Three Months Ended
June 30,
 
 
Six Months Ended
June 30,
 
 
 
2014
 
 
2013
 
 
2014
 
 
2013
 
 
 
 
 
 
(restated)
 
 
 
 
 
(restated)
 
Numerator:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common shareholders
 
$
3,573
 
 
$
(60
)
 
$
3,588
 
 
$
28,977
 
Effect of dilutive securities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hybrid financial instruments
 
 
-
 
 
 
(433
)
 
 
(29,151
)
 
 
(24,054
)
Derivative liability - warrants
 
 
-
 
 
 
258
 
 
 
(40
)
 
 
(3,424
)
Derivative liability - Series C and D preferred stock and debentures
 
 
-
 
 
 
55
 
 
 
(1,992
)
 
 
(2,149
)
Numerator for diluted income (loss) per common share
 
$
3,573
 
 
$
(180
)
 
$
(27,595
)
 
$
(650
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares used to compute basic income (loss) per common share
 
 
359,568,430
 
 
 
270,512,776
 
 
 
351,339,588
 
 
 
215,354,974
 
Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hybrid financial instruments
 
 
32,949,714
 
 
 
32,949,714
 
 
 
32,949,714
 
 
 
32,949,714
 
Derivative liability - warrants
 
 
2,083,292
 
 
 
2,083,292
 
 
 
2,083,292
 
 
 
2,083,292
 
Derivative liability - Series C and D preferred stock and debentures
 
 
3,398,694
 
 
 
3,398,694
 
 
 
3,398,694
 
 
 
3,398,694
 
Denominator for diluted income (loss) per common share
 
 
398,000,130
 
 
 
308,944,476
 
 
 
389,771,288
 
 
 
253,786,674
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic income (loss) per common share
 
$
.010
 
 
$
0.00
 
 
$
0.01
 
 
$
0.14
 
Diluted income (loss) per common share
 
$
.009
 
 
$
0.00
 
 
$
0.09
 
 
$
0.11
 
New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements – From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. ASU Update 2014-09 Revenue From Contracts With Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers with an effective date after December 15, 2016 will be evaluated as to impact and implemented accordingly.