Utah
|
87-0395567
|
|
(State or other jurisdiction of
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(IRS Employer
|
|
incorporation or organization)
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Identification No.)
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Class
|
Outstanding as of July 31, 2013
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Common Stock, $.05 par value
|
110,233,225 shares
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PART I- FINANCIAL INFORMATION
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Page
|
||
Item 1.
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Financial Statements
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3
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|
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
27
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
36
|
|
Item 4.
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Controls and Procedures
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36
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|
PART II - OTHER INFORMATION
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|||
Item 1.
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Legal Proceedings
|
37
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|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
38
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|
Item 3.
|
Defaults Upon Senior Securities
|
38
|
|
Item 5.
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Other Information “Not Applicable”
|
38
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|
Item 6.
|
Exhibits
|
38
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|
Signatures
|
40
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December
31, 2012
|
June 30,
2013
|
|||||||
(Unaudited)
|
||||||||
ASSETS:
|
||||||||
Current Assets
|
||||||||
Cash
|
$ | 394,342 | $ | 686,347 | ||||
Restricted cash
|
140,700 | -- | ||||||
Trade accounts receivable, net
|
821,608 | 93,379 | ||||||
Inventory
|
306,296 | 26,269 | ||||||
Prepaid expenses
|
90,067 | 71,443 | ||||||
Total current assets
|
1,753,013 | 877,438 | ||||||
Property and equipment, net
|
572,107 | 108,225 | ||||||
Other Assets, non current
|
||||||||
Debt offering costs
|
42,176 | 3,242 | ||||||
Patents, net
|
120,928 | 127,382 | ||||||
Deposits and other assets
|
196,292 | 115,853 | ||||||
Total other assets, non current
|
359,396 | 246,477 | ||||||
Total assets
|
$ | 2,684,516 | $ | 1,232,140 | ||||
LIABILITIES AND STOCKHOLDERS DEFICIT:
|
||||||||
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 2,293,470 | $ | 1,038,464 | ||||
Payroll and related expenses
|
363,568 | 138,924 | ||||||
Other accrued expenses
|
299,728 | 470,268 | ||||||
Unearned revenue
|
51,335 | 13,539 | ||||||
Current portion of notes payable (net of discount of $947,994
and $212,529, respectively)
|
3,102,006 | 5,032,471 | ||||||
Derivative valuation
|
1,191,269 | 1,275,275 | ||||||
Total current liabilities
|
7,301,376 | 7,968,941 | ||||||
Long-term Liabilities
|
||||||||
Long-term liabilities
|
-- | -- | ||||||
Total long-term liabilities
|
-- | -- | ||||||
Total liabilities
|
7,301,376 | 7,968,941 | ||||||
Commitments and contingencies
|
||||||||
STOCKHOLDERS’ DEFICIT:
|
||||||||
Preferred stock, no par value, 20,000,000 shares authorized;
none issued
|
-- | -- | ||||||
Common stock, $.05 par value, 180,000,000 shares authorized;
107,473,820 and 110,233,225 shares issued as of December 31,
2012 and June 30, 2013, respectively
|
5,373,691 | 5,511,661 | ||||||
Additional paid-in capital
|
99,594,490 | 99,681,351 | ||||||
Accumulated deficit
|
(109,585,041 | ) | (111,929,813 | ) | ||||
Total stockholders’ deficit
|
(4,616,860 | ) | (6,736,801 | ) | ||||
Total liabilities and stockholders’ deficit
|
$ | 2,684,516 | $ | 1,232,140 |
For the three months ended
|
For the six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2012
|
2013
|
2012
|
2013
|
|||||||||||||
Net sales
|
$ | 1,999,988 | $ | 974,657 | $ | 3,745,085 | $ | 2,455,226 | ||||||||
Cost of sales
|
1,345,966 | 796,333 | 2,591,458 | 1,573,902 | ||||||||||||
Gross profit
|
654,022 | 178,324 | 1,153,627 | 881,324 | ||||||||||||
Operating expenses:
|
||||||||||||||||
Administrative and general
|
1,259,320 | 642,116 | 2,588,601 | 1,628,325 | ||||||||||||
Selling and marketing
|
598,841 | 47,539 | 1,115,240 | 185,008 | ||||||||||||
Research and development
|
464,847 | 168,939 | 1,021,414 | 394,313 | ||||||||||||
Depreciation and amortization
|
164,043 | 54,016 | 326,675 | 149,880 | ||||||||||||
Total operating expenses
|
2,487,051 | 912,610 | 5,051,930 | 2,357,526 | ||||||||||||
Total operating loss
|
(1,833,029 | ) | (734,286 | ) | (3,898,303 | ) | (1,476,202 | ) | ||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
1 | -- | 1 | -- | ||||||||||||
Interest expense
|
(263,483 | ) | (591,398 | ) | (606,211 | ) | (1,125,183 | ) | ||||||||
Gain (loss) on derivative valuation
|
2,959,155 | 709,509 | 4,588,480 | (25,606 | ) | |||||||||||
Equity issuance costs related to warrants
|
(18,836 | ) | -- | (1,095,309 | ) | -- | ||||||||||
Gain on extinguishment of debt
|
-- | 345,397 | 1,672,575 | 414,484 | ||||||||||||
Loss on sale of assets
|
(1,799 | ) | (186,621 | ) | (1,640 | ) | (136,621 | ) | ||||||||
Other income , net
|
5,183 | 190 | 2,122 | 4,356 | ||||||||||||
Total other income (expense)
|
2,680,221 | 277,077 | 4,560,018 | (868,570 | ) | |||||||||||
Profit (loss) before income taxes
|
847,192 | (457,209 | ) | 661,715 | (2,344,772 | ) | ||||||||||
Provision for income taxes
|
-- | -- | -- | -- | ||||||||||||
Net profit (loss)
|
$ | 847,192 | $ | (457,209 | ) | $ | 661,715 | $ | (2,344,772 | ) | ||||||
Net profit (loss) per share – basic
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.02 | ) | ||||||
Net profit (loss) per share – diluted
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.02 | ) | ||||||
Weighted average shares – basic
|
107,193,974 | 108,284,171 | 94,167,466 | 107,977,505 | ||||||||||||
Weighted average shares –diluted
|
114,128,974 | 108,284,171 | 104,042,079 | 107,977,505 |
Six Months Ended
|
||||||||
June 30,
|
||||||||
2012
|
2013
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | 661,715 | $ | (2,344,772 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
723,194 | 151,047 | ||||||
Common stock issued for services
|
137,500 | 4,200 | ||||||
Accretion of discount on convertible notes payable
|
265,636 | 793,865 | ||||||
Stock based compensation
|
193,586 | 272 | ||||||
Loss on sale of assets
|
1,640 | 136,621 | ||||||
Gain on extinguishment of debt
|
(1,672,575 | ) | (414,484 | ) | ||||
Gain (loss) on derivative liability valuation
|
(4,588,480 | ) | 25,606 | |||||
Warrants issued and expensed for issuance costs
|
1,095,309 | -- | ||||||
Allowance for doubtful accounts
|
(5,618 | ) | (28,147 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Decrease in accounts receivable
|
26,358 | 763,461 | ||||||
Decrease (increase) in inventories
|
(270,721 | ) | 17,915 | |||||
Decrease in debt offering costs
|
58,907 | 38,934 | ||||||
Decrease in prepaid and other assets
|
195,030 | 87,534 | ||||||
Increase (decrease) in accounts payable and accrued expenses
|
1,414,189 | (246,728 | ) | |||||
Decrease in deferred revenues
|
(9,009 | ) | (37,796 | ) | ||||
Net cash used in operating activities
|
(1,773,339 | ) | (1,052,472 | ) | ||||
Cash flows from investing activities:
|
||||||||
Purchase of equipment
|
(142,699 | ) | -- | |||||
Proceeds from the sale of assets
|
750 | 75,423 | ||||||
Net cash used by investing activities
|
(141,949 | ) | 75,423 | |||||
Cash flows from financing activities:
|
||||||||
Proceeds from equity financing
|
6,150,000 | 425,000 | ||||||
Proceeds from debt financing
|
-- | 770,000 | ||||||
Principal payments on debt
|
(3,741,194 | ) | -- | |||||
Equity issuance costs
|
(776,483 | ) | -- | |||||
Decrease in restricted cash
|
-- | 140,700 | ||||||
Payments for debt extinguishment and related costs
|
(275,041 | ) | (66,646 | ) | ||||
Net cash provided by financing activities
|
1,357,282 | 1,269,054 | ||||||
Net increase (decrease) in cash
|
(558,006 | ) | 292,005 | |||||
Cash beginning of period
|
961,265 | 394,342 | ||||||
Cash end of period
|
$ | 403,259 | $ | 686,347 | ||||
Supplemental disclosure of cash flow information:
|
||||||||
Interest paid
|
$ | 248,643 | $ | 65,700 | ||||
Income taxes paid
|
$ | -- | $ | -- |
For the three months ended
|
For the six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2012
|
2013
|
2012
|
2013
|
|||||||||||||
Numerator
|
||||||||||||||||
Net income (loss)
|
$ | 847,192 | $ | (457,209 | ) | $ | 661,715 | $ | (2,344,772 | ) | ||||||
Effect on earnings of
dilutive convertible debt |
(225,266 | ) | -- | 233,068 | -- | |||||||||||
Net income (loss) plus assumed
conversions |
621,926 | (457,209 | ) | 894,783 | (2,334,772 | ) | ||||||||||
Denominator
|
||||||||||||||||
Basic weighted average shares
outstanding
|
107,193,974 | 108,284,171 | 94,167,466 | 107,977,505 | ||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Stock options and warrants
|
-- | -- | 2,939,613 | -- | ||||||||||||
Restricted stock units
|
2,935,000 | -- | 2,935,000 | -- | ||||||||||||
Convertible debt
|
4,000,000 | -- | 4,000,000 | -- | ||||||||||||
Diluted weighted average shares
outstanding
|
114,128,974 | 108,284,171 | 104,042,079 | 107,977,505 | ||||||||||||
Net income (loss) per common share
|
||||||||||||||||
Basic
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.02 | ) | ||||||
Diluted
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.01 | $ | (0.02 | ) |
Six Months Ended
June 30, 2012
|
|
Risk free interest rate
|
1.82%
|
Expected life (in years)
|
10.0
|
Expected volatility
|
77.78%
|
Expected dividend yield
|
0.00%
|
Six Months Ended
June 30, 2012
|
Six Months Ended
June 30, 2013
|
|
Risk free interest rate
|
1.32%
|
0.65%
|
Expected life (in years)
|
5.99
|
4.42
|
Expected volatility
|
85.65%
|
90.68%
|
Expected dividend yield
|
0.00%
|
0.00%
|
For the three months ended
June 30,
|
For the six months ended
June 30,
|
|||||||||||||||
2012
|
2013
|
2012
|
2013
|
|||||||||||||
General and administrative
|
$ | 61,098 | $ | (2,552 | ) | $ | 120,228 | $ | 272 | |||||||
Research and development
|
36,322 | -- | 73,357 | -- | ||||||||||||
Total
|
$ | 97,420 | $ | (2,552 | ) | $ | 193,585 | $ | 272 |
2013
|
$ | 28,334 | ||
2014
|
30,625 | |||
Total
|
$ | 58,959 |
Options
and
Warrants
Outstanding
|
Weighted
Average
Exercise
Price
|
|||||||
Outstanding at December 31, 2012
|
43,396,863 | $ | 0.54 | |||||
Options granted
|
-- | -- | ||||||
Warrants issued
|
850,000 | 0.25 | ||||||
Expired
|
(448,094 | ) | 1.05 | |||||
Forfeited
|
(506,800 | ) | 1.41 | |||||
Exercised
|
-- | -- | ||||||
Outstanding at June 30, 2013
|
43,291,969 | $ | 0.48 |
Outstanding
|
Exercisable
|
|||||||||||||||||||
Weighted
Average
Remaining
|
Weighted
Average
|
Weighted
Average
|
||||||||||||||||||
Range of
Exercise Prices
|
Number
Outstanding
|
Contractual
Life (years)
|
Exercise
Price
|
Number
Exercisable
|
Exercise
Price
|
|||||||||||||||
$ | 0.25-0.95 | 40,124,414 | 3.84 | $ | 0.42 | 39,957,747 | $ | 0.42 | ||||||||||||
1.00-1.59 | 2,823,055 | 3.12 | 1.04 | 2,803,222 | 1.04 | |||||||||||||||
2.25-4.00 | 344,500 | 2.52 | 2.54 | 344,500 | 2.54 | |||||||||||||||
$ | 0.25-4.00 | 43,291,969 | 3.78 | $ | 0.48 | 43,105,469 | $ | 0.48 |
Restricted
Stock Units
|
Weighted
Average
Grant
Date Fair
Value
|
|||||||
Outstanding at December 31, 2012
|
2,940,133 | $ | 1.11 | |||||
Awarded at fair value
|
686,667 | 0.08 | ||||||
Canceled/Forfeited
|
-- | -- | ||||||
Settled by issuance of stock
|
(258,553 | ) | 0.82 | |||||
Outstanding at June 30, 2013
|
3,368,247 | $ | 0.92 | |||||
Vested at June 30, 2013
|
3,368,247 | $ | 0.92 |
Year ending
December 31:
|
||||
2013
|
$ | 11,343 | ||
2014
|
$ | 10,121 | ||
2015
|
$ | 10,121 | ||
2016
|
$ | 10,121 | ||
2017
|
$ | 10,121 |
December 31, 2012
|
June 30, 2013
|
|||||||
2012 Secured Convertible Notes
|
$ | 2,428,166 | $ | 3,421,963 | ||||
Unsecured Convertible Note
|
673,840 | 840,508 | ||||||
2013 Accounts Receivable Purchase Agreement
|
-- | 750,000 | ||||||
Interest Promissory Note
|
-- | 20,000 | ||||||
Total
|
3,102,006 | 5,032,471 | ||||||
Less Current Portion
|
(3,102,006 | ) | (5,032,471 | ) | ||||
Total Long-term
|
$ | -- | $ | -- |
Common
Shares
Issued
|
Number of
A Warrants
|
Value of A
Warrants
|
Value of
B
Warrants
|
Total
Warrant
Value
|
||||||||||||||||
Investors
|
24,816,000 | 12,408,000 | $ | 487,095 | $ | 39,387 | $ | 526,482 | ||||||||||||
Bridge Loan Conversion
|
1,600,000 | 800,000 | 31,405 | 2,539 | 33,944 | |||||||||||||||
Equipment Finance Conversion
|
2,000,000 | 1,000,000 | 39,257 | 3,174 | 42,431 | |||||||||||||||
Agency
|
-- | 4,262,400 | 167,327 | 13,531 | 180,858 | |||||||||||||||
Total
|
28,416,000 | 18,470,400 | $ | 725,084 | $ | 58,631 | $ | 783,715 |
·
|
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
|
·
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
·
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
Significant
|
||||||||||||||||
Quoted Prices in
|
Other
|
Significant
|
||||||||||||||
Active Markets for
|
Observable
|
Unobservable
|
||||||||||||||
Identical Assets
|
Inputs
|
Inputs
|
||||||||||||||
Total
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
|||||||||||||
Assets
|
||||||||||||||||
None
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Total assets measured at fair value
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Liabilities
|
||||||||||||||||
Derivative valuation (1)
|
$ | 1,275,275 | $ | -- | $ | -- | $ | 1,275,275 | ||||||||
Total liabilities measured at fair value
|
$ | 1,275,275 | $ | -- | $ | -- | $ | 1,275,275 |
(1) See Notes 6 & 7 for additional discussion.
|
Derivative
|
||||
Valuation
|
||||
Liability
|
||||
Balance at December 31, 2012
|
$ | (1,191,269 | ) | |
Total gains or losses (realized and unrealized)
|
||||
Included in net loss
|
(25,606 | ) | ||
Valuation adjustment
|
-- | |||
Purchases, issuances, and settlements, net
|
(58,400 | ) | ||
Transfers to Level 3
|
-- | |||
Balance at June 30, 2013
|
$ | (1,275,275 | ) |
·
|
dependence on consummating the proposed merger with AllDigital Holdings, Inc.
|
·
|
dependence on commercialization of our CodecSys technology;
|
·
|
our need and ability to raise sufficient additional capital;
|
·
|
uncertainty about our ability to repay our outstanding convertible notes;
|
·
|
our continued losses;
|
·
|
delays in adoption of our CodecSys technology;
|
·
|
concerns of OEMs and customers relating to our financial uncertainty;
|
·
|
restrictions contained in our outstanding convertible notes;
|
·
|
general economic and market conditions;
|
·
|
ineffective internal operational and financial control systems;
|
·
|
rapid technological change;
|
·
|
intense competitive factors;
|
·
|
our ability to hire and retain specialized and key personnel;
|
·
|
dependence on the sales efforts of others;
|
·
|
dependence on significant customers;
|
·
|
uncertainty of intellectual property protection;
|
·
|
potential infringement on the intellectual property rights of others;
|
·
|
extreme price fluctuations in our common stock;
|
·
|
price decreases due to future sales of our common stock;
|
·
|
future shareholder dilution; and
|
·
|
absence of dividends.
|
|
(a)
|
Exhibits
|
Exhibit
Number
|
Description of Document
|
2.1*
|
Agreement and Plan of Merger and Reorganization, dated as of January 6, 2012, by and among Broadcast International, Inc., AllDigital, Inc., and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 7, 2013)
|
2.2
|
First Amendment to Agreement and Plan of Merger, dated as of April 10, 2013, by and among Broadcast International, Inc., AllDigital, Inc. and Alta Acquisition Corporation. (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report of Form 8-K filed with the SEC on April 10, 2013)
|
2.3
|
Second Amendment to Agreement and Plan of Merger, dated as of June 30, 2013, by and among Broadcast International, Inc., Alta Acquisition Corporation and AllDigital Holdings, Inc. (Incorporated by reference to Exhibit No. 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2013)
|
3.1
|
Amended and Restated Articles of Incorporation of Broadcast International. (Incorporated by reference to Exhibit No. 3.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006.)
|
3.2
|
Amended and Restated Bylaws of Broadcast International. (Incorporated by reference to Exhibit No. 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed with the SEC on November 14, 2006)
|
4.1
|
Specimen Stock Certificate of Common Stock of Broadcast International. (Incorporated by reference to Exhibit No. 4.1 of the Company's Registration Statement on Form SB-2, filed under cover of Form S-3, pre-effective Amendment No. 3 filed with the SEC on October 11, 2005)
|
10.1
|
Amendment to Note and Warrant Purchase and Security Agreement and Senior Secured Convertible Promissory Notes, effective as of July 13, 2013, by and among Broadcast International, Inc., Interact Devices, Inc., Amir L. Ecker and the Purchasers indicated on the signature pages thereto, (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
|
10.2
|
Consent to Convert Accounts Receivable Agreement dated August 8, 2013, by and between Broadcast International, Inc. and Don Harris, (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
|
10.3
|
Senior Secured Convertible Promissory Note, dated August 8, 2013 (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2013)
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
32.1+
|
Principal Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2+
|
Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS†
|
XBRL Instance Document
|
101.SCH†
|
XBRL Taxonomy Extension Schema Document
|
101.CAL†
|
Taxonomy Extension Calculation Linkbase Document
|
101.DEF†
|
Taxonomy Extension Definition Linkbase Document
|
101.LAB†
|
Extension Labels Linkbase Document
|
101.PRE†
|
Taxonomy Extension Presentation Linkbase Document
|
Broadcast International, Inc. | ||||
Date: August 13, 2013
|
/s/
|
Rodney M. Tiede
|
|
|
By:
|
Rodney M. Tiede
|
|||
Its:
|
President (Principal Executive Officer)
|
|||
Date: August 13, 2013
|
/s/
|
James E. Solomon |
|
|
By:
|
James E. Solomon
|
|||
Its:
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Broadcast International, Inc.; |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepting accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 13, 2013
|
/s/ Rodney M. Tiede
|
Rodney M. Tiede
|
President (Principal Executive Officer)
|
1. | I have reviewed this quarterly report on Form 10-Q of Broadcast International, Inc.; |
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepting accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date August 13, 2013
|
/s/ James E. Solomon
|
James E. Solomon Chief Financial Officer
|
|
(1)
|
The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 13, 2013
|
/s/ Rodney M. Tiede
|
Rodney M. Tiede
|
President (Principal Executive Officer)
|
|
(3)
|
The Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(4)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 13, 2013
|
/s/ James E. Solomon
|
James E. Solomon
|
Chief Financial Officer
|
Employment Amendment and Settlement Agreements
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Employment Amendment and Settlement Agreements [Abstract] | |
Employment Amendment and Settlement Agreements | Note 12 - Employment Amendment and Settlement Agreements Pursuant to the January 6, 2013 Amendment and Settlement Agreement with each of Mr. Tiede, Mr. Solomon, and a Senior Vice President their respective employment agreements were modified and we agreed to issue each individual 529,100 shares of common stock if they were terminated by us at any time following January 6, 2013. All other termination benefits and severance were terminated as of January 6, 2013. We had an obligation as of March 6, 2013 to issue to each of them 529,100 shares of common stock. As of June 30, 2013 these shares had not been issued, however an aggregate of $60,481 has been accrued representing the value of the benefits which will be exchanged for the shares. |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net sales | $ 974,657 | $ 1,999,988 | $ 2,455,226 | $ 3,745,085 |
Cost of sales | 796,333 | 1,345,966 | 1,573,902 | 2,591,458 |
Gross profit | 178,324 | 654,022 | 881,324 | 1,153,627 |
Operating expenses: | ||||
Administrative and general | 642,116 | 1,259,320 | 1,628,325 | 2,588,601 |
Selling and marketing | 47,539 | 598,841 | 185,008 | 1,115,240 |
Research and development | 168,939 | 464,847 | 394,313 | 1,021,414 |
Depreciation and amortization | 54,016 | 164,043 | 149,880 | 326,675 |
Total operating expenses | 912,610 | 2,487,051 | 2,357,526 | 5,051,930 |
Total operating loss | (734,286) | (1,833,029) | (1,476,202) | (3,898,303) |
Other income (expense): | ||||
Interest income | 1 | 1 | ||
Interest expense | (591,398) | (263,483) | (1,125,183) | (606,211) |
Gain (loss) on derivative valuation | 709,509 | 2,959,155 | (25,606) | 4,588,480 |
Equity issuance costs related to warrants | (18,836) | (1,095,309) | ||
Gain on extinguishment of debt | 345,397 | 414,484 | 1,672,575 | |
Loss on sale of assets | (186,621) | (1,799) | (136,621) | (1,640) |
Other income, net | 190 | 5,183 | 4,356 | 2,122 |
Total other income (expense) | 277,077 | 2,680,221 | (868,570) | 4,560,018 |
Profit (loss) before income taxes | (457,209) | 847,192 | (2,344,772) | 661,715 |
Provision for income taxes | ||||
Net profit (loss) | $ (457,209) | $ 847,192 | $ (2,344,772) | $ 661,715 |
Net profit (loss) per share - basic | $ 0.00 | $ 0.01 | $ (0.02) | $ 0.01 |
Net profit (loss) per share - diluted | $ 0.00 | $ 0.01 | $ (0.02) | $ 0.01 |
Weighted average shares - basic | 108,284,171 | 107,193,974 | 107,977,505 | 94,167,466 |
Weighted average shares - diluted | 108,284,171 | 114,128,974 | 107,977,505 | 104,042,079 |
Significant Accounting Policies
|
6 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||
Significant Accounting Policies | Note 5 - Significant Accounting Policies Cash and Cash Equivalents We consider all cash on hand and in banks, and highly liquid investments with maturities of three months or less, to be cash equivalents. At June 30, 2013 and December 31, 2012, we had bank balances of $321,023 and $38,847, respectively, in excess of amounts insured by the Federal Deposit Insurance Corporation. We have not experienced any losses in such accounts, and believe we are not exposed to any significant credit risk on cash and cash equivalents. Current financial market conditions have had the effect of restricting liquidity of cash management investments and have increased the risk of even the most liquid investments and the viability of some financial institutions. We do not believe, however, that these conditions will materially affect our business or our ability to meet our obligations or pursue our business plans. Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. Included in our $93,379 and $821,608 net accounts receivable for the six months ended June 30, 2013 and the year ended December 31, 2012, respectively, were (i) $132,973 and $856,462 for billed trade receivables, respectively; (ii) $(3,113) and $44,478 of unbilled trade receivables less invoiced unearned revenue (iii) $1,479 and $1,808 for employee travel advances and other receivables, respectively; less (iv) ($37,960) and ($81,140) for allowance for uncollectible accounts, respectively. The service contract with our largest customer expired May 31, 2013. The revenues from this customer accounted for 87% of our revenues for the six months ended June 30, 2013. Inventories Inventories consisting of electrical and computer parts are stated at the lower of cost or market determined using the first-in, first-out method. Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in which case the repairs are capitalized. Patents and Intangibles Patents represent initial legal costs incurred to apply for United States and international patents on the CodecSys technology, and are amortized on a straight-line basis over their useful life of approximately 20 years. We have filed several patents in the United States and foreign countries. As of March 31, 2013, the United States Patent and Trademark Office had approved four patents. Additionally, eleven foreign countries had approved patent rights. While we are unsure whether we can develop the technology in order to obtain the full benefits, the patents themselves hold value and could be sold to companies with more resources to complete the development. On-going legal expenses incurred for patent follow-up have been expensed from July 2005 forward. Amortization expense recognized on all patents totaled $2,538 and $5,075 for both the three and six months ended June 30, 2013 and 2012, respectively. Estimated amortization expense, if all patents were issued at the beginning of 2013, for each of the next five years is as follows:
Long-Lived Assets We review our long-lived assets, including patents, annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, then the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Fair value is determined by using cash flow analyses and other market valuations. For the six months ended June 30, 2013 we recorded a $136,621 loss on disposal of assets of which (i) $40,824 was for the abandonment of lease hold improvements related to our move from our 7050 Union Park location, (ii) $25,685 related to the retirement of furniture & fixtures, (iii) $70,112 related to equipment sold or no longer in use. Income Taxes We account for income taxes in accordance with the asset and liability method of accounting for income taxes prescribed by ASC Topic 740. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those temporary differences are expected to be recovered or settled. Revenue Recognition We recognize revenue when evidence exists that there is an arrangement between us and our customers, delivery of equipment sold or service has occurred, the selling price to our customers is fixed and determinable with required documentation, and collectability is reasonably assured. We recognize as deferred revenue, payments made in advance by customers for services not yet provided. When we enter into a multi-year contract with a customer to provide installation, network management, satellite transponder and help desk, or combination of these services, we recognize this revenue as services are performed and as equipment is sold. These agreements typically provide for additional fees, as needed, to be charged if on-site visits are required by the customer in order to ensure that each customer location is able to receive network communication. As these on-site visits are performed the associated revenue and cost are recognized in the period the work is completed. If we install, for an additional fee, new or replacement equipment to an immaterial number of new customer locations, and the equipment immediately becomes the property of the customer, the associated revenue and cost are recorded in the period in which the work is completed. In instances where we have entered into license agreements with a third parties to use our technology within their product offering, we recognize any base or prepaid revenues over the term of the agreement and any per occurrence or periodic usage revenues in the period they are earned. Research and Development Research and development costs are expensed when incurred. We expensed $168,939 and $394,313 of research and development costs for the three and six months ended June 30, 2013, respectively. We expensed $464,847 and $1,021,414 of research and development costs for the three and six months ended June 30, 2012, respectively. Concentration of Credit Risk Financial instruments, which potentially subject us to concentration of credit risk, consist primarily of trade accounts receivable. In the normal course of business, we provide credit terms to our customers. Accordingly, we perform ongoing credit evaluations of our customers and maintain allowances for possible losses which, when realized, have been within the range of management's expectations. For the six months ended June 30, 2013 and 2012, we had the same customer that individually constituted 87% and 86%, respectively of our total revenues. The service contract with our largest customer expired May 31, 2013. The revenues from this customer accounted for 87% of our revenues for the six months ended June 30, 2013. |
Significant Accounting Policies (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
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Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||
Schedule of Future Patent Amortization | Estimated amortization expense, if all patents were issued at the beginning of 2013, for each of the next five years is as follows:
|
Employment Amendment and Settlement Agreements (Details) (USD $)
|
Jun. 30, 2013
|
Jan. 06, 2013
|
---|---|---|
Employment Amendment and Settlement Agreements [Abstract] | ||
Shares authorized for issuance | 529,100 | |
Accrued liability | $ 60,481 |
Recent Accounting Pronouncements
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Note 13 - Recent Accounting Pronouncements In March 2013, the FASB issued ASU 2013-05, Foreign Currency Matters (Topic 830) - Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This Update indicates that when the reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. This should be done if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. Partial sale guidance for an equity method investment that is a foreign entity still applies resulting in a pro rata portion of the cumulative translation adjustment being released to net income upon a partial sale of the equity method investment. This Update is effective prospectively for fiscal years beginning after December 15, 2013 for public companies and after December 15, 2014 for non-public companies. The Company doesn't expect this Update to significantly impact its financials since it does not have any foreign entities. However, the guidance will be applied if it does occur. In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405) - Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date. The Update requires a company to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the sum of the following: 1) The amount the entity agreed to pay on the basis of its arrangement among its co-obligors and 2) Any additional amount the entity expects to pay on behalf of its co-obligors. This Update is effective retrospectively for fiscal years beginning after December 15, 2013 for public companies and after December 15, 2014 for non-public companies. The Company doesn't expect this Update to impact its financials since it does not have any obligations from joint and several liability arrangements. In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The main purpose of this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The Update requires that the effect of significant reclassifications out of accumulated other comprehensive income be reported on the respective line items in net income if the amount being reclassified in its entirety to net income. For those items not reclassified in its entirety to net income, a cross-reference to other disclosures providing information about those amounts. Furthermore, information about amounts reclassified out of accumulated other comprehensive income must be shown by component. This Update is effective prospectively for reporting periods beginning after December 15, 2012 for public companies and after December 15, 2013 for non-public companies. The Company doesn't expect this Update to impact its financials since it does not have any comprehensive income items. However, if any are noted in the future, the appropriate disclosures will be incorporated. . In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210) - Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The main purpose of this Update is to clarify that the disclosures regarding offsetting assets and liabilities per ASU 2011-11 apply to derivatives including embedded derivatives, repurchase agreements and reverse repurchase agreements and securities borrowing and lending transactions that are offset or subject to a master netting agreement. Other types of transactions are not impacted. This Update is effective for fiscal years beginning on or after January 1, 2013 and for all interim periods within that fiscal year. The Company doesn't expect this Update to impact the Company's financials since it does not have instruments noted in the Update that are offset. |
Notes Payable (Equipment Purchase and Sale Agreement) (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
2012 Plan [Member]
|
Mar. 26, 2012
2012 Plan [Member]
|
Mar. 26, 2012
Equipment Purchase and Sale Agreement [Member]
|
Jun. 30, 2012
Equipment Purchase and Sale Agreement [Member]
|
Dec. 31, 2011
Equipment Purchase and Sale Agreement [Member]
|
|
Debt Instrument [Line Items] | |||||||||
Fee percent | 3.00% | ||||||||
Amount of debt converted | $ 500,000 | ||||||||
Long-term debt | 700,000 | ||||||||
Accrued interest payable | 680,816 | ||||||||
Repayment of debt | 3,741,194 | 200,000 | |||||||
Interest paid | 65,700 | 248,643 | 105,000 | ||||||
Interest expense | 63,000 | ||||||||
Fair value of warrants | 783,715 | 278,032 | |||||||
Gain on extinguishment of debt | $ 345,397 | $ 414,484 | $ 1,672,575 | $ (278,032) |
Supplemental Cash Flow Information (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
Leasehold Improvements [Member]
|
Jun. 30, 2013
Furniture and Fixtures [Member]
|
Jun. 30, 2013
Equipment [Member]
|
Jun. 30, 2013
2012 Convertible Notes [Member]
|
Jun. 30, 2013
2012 Convertible Notes [Member]
|
Jun. 30, 2013
Unsecured Convertible Note [Member]
|
Jun. 30, 2012
Unsecured Convertible Note [Member]
|
Jun. 30, 2013
Unsecured Convertible Note [Member]
|
Jun. 30, 2012
Unsecured Convertible Note [Member]
|
Jul. 13, 2012
Bridge Loan Note Payable [Member]
|
Mar. 26, 2012
Bridge Loan Note Payable [Member]
|
Jun. 30, 2012
Bridge Loan Note Payable [Member]
|
Jun. 30, 2012
Bridge Loan Note Payable [Member]
|
Jun. 30, 2013
Six Individuals [Member]
|
Jun. 30, 2013
Restricted Stock Units [Member]
|
Jun. 30, 2012
Restricted Stock Units [Member]
|
Jun. 30, 2013
Deferred Compensation, Share-based Payments [Member]
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||
Shares issued for services rendered | 458,553 | ||||||||||||||||||||
Settled by issuance of stock | 258,553 | ||||||||||||||||||||
Shares issued for services | 60,000 | 200,000 | |||||||||||||||||||
Value of shares issued for services | $ 4,200 | $ 51,500 | $ 15,000 | ||||||||||||||||||
Restricted stock units awarded | 686,667 | 100,000 | |||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction [Line Items] | |||||||||||||||||||||
Warrants issued to investment banker | 250,000 | ||||||||||||||||||||
Common stock issued for services | 4,200 | 137,500 | |||||||||||||||||||
Other Significant Noncash Transactions [Line Items] | |||||||||||||||||||||
Accretion of discount on convertible notes payable | 793,865 | 265,636 | 51,525 | 360,494 | 20,000 | 83,334 | 83,334 | 166,668 | 51,848 | 98,968 | |||||||||||
Gain on extinguishment of debt | 345,397 | 414,484 | 1,672,575 | (93,661) | (222,426) | ||||||||||||||||
Stock issued to extinguish debt, shares | 2,240,852 | ||||||||||||||||||||
Value of stock issued to extinguish debt | 153,860 | ||||||||||||||||||||
Total cash payment to extinguish debt | 137,865 | 900,000 | |||||||||||||||||||
Payments for debt extinguishment costs | 66,646 | 275,041 | |||||||||||||||||||
Total depreciation and amortization expense | 151,047 | 723,194 | |||||||||||||||||||
Depreciation and amortization included in cost of sales | 1,167 | 396,520 | |||||||||||||||||||
Depreciation related to equipment other property and equipment, and (iii) $2,538 for patent amortization. | 144,805 | 321,599 | |||||||||||||||||||
Patent amortization | 2,538 | 2,538 | 5,075 | 5,075 | |||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||
Loss on disposal of assets | (186,621) | (1,799) | (136,621) | (1,640) | (40,824) | (25,685) | (70,112) | ||||||||||||||
Proceeds from the sale of assets | $ 75,423 | $ 750 |
Significant Accounting Policies (Accounts Receivable) (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
---|---|---|
Accounts Receivable | ||
Net accounts receivable | $ 93,379 | $ 821,608 |
Billed trade receivables | 132,973 | 856,462 |
Unbilled trade receivables | (3,113) | 44,478 |
Employee travel advances and other receivables | 1,479 | 1,808 |
Allowance for uncollectible accounts | $ 37,960 | $ 81,140 |
Fair Value Measurements (Tables)
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Fair Value Measurements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value of Financial Instruments | We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at June 30, 2013:
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Schedule of Liabilities Measured at Fair Value on a Recurring Basis using Significant Unobservable Inputs | The table below presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at June 30, 2013. We classify financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model.
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Equity Financing and the Debt Restructuring (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Equity Financing and the Debt Restructuring [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt Conversion |
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Notes Payable (2010 Accounts Receivable Purchase Agreements) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
|
Dec. 31, 2012
|
Jun. 30, 2013
Accounts Receivable [Member]
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Jun. 30, 2012
Accounts Receivable [Member]
|
Dec. 31, 2011
Accounts Receivable [Member]
|
Dec. 31, 2010
Accounts Receivable [Member]
|
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Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||||
Accounts receivable purchase agreement, amount | $ 775,000 | ||||||||
Repayment of advances | 100,000 | ||||||||
Interest paid | 65,700 | 248,643 | |||||||
Amount of debt converted | 675,000 | ||||||||
Common stock issued in conversion | 1,307,153 | ||||||||
Number of warrants issued in conversion | 653,576 | ||||||||
Anti-dilution price protection provisions, stock price threshold | $ 1.00 | ||||||||
Exercise price of warrants | 0.725 | ||||||||
Derivative valuation | 1,275,275 | 4,309,537 | 1,275,275 | 4,309,537 | 1,191,269 | 7,700 | 50,200 | ||
Gain (loss) on derivative valuation | $ 709,509 | $ 2,959,155 | $ (25,606) | $ 4,588,480 | $ (1,800) | $ 106,100 | |||
Risk-free interest rate | 0.66% | ||||||||
Expected life | 2 years 8 months 12 days | ||||||||
Expected volatility | 96.68% | ||||||||
Dividend yield | 0.00% | ||||||||
Stock trading price | $ 0.08 |
Stock-based Compensation (Schedule of Option and Warrant Activity) (Details) (USD $)
|
6 Months Ended |
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Jun. 30, 2013
|
|
Options and Warrants Outstanding | |
Outstanding at December 31, 2012 | 43,396,863 |
Expired | (448,094) |
Forfeited | (506,800) |
Exercised | |
Outstanding at June 30, 2013 | 43,291,969 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2012 | $ 0.54 |
Expired | $ 1.05 |
Forfeited | $ 1.41 |
Exercised | |
Outstanding at June 30, 2013 | $ 0.48 |
Stock Options [Member]
|
|
Options and Warrants Outstanding | |
Granted/Issued | |
Weighted Average Exercise Price | |
Granted/Issued | |
Warrant [Member]
|
|
Options and Warrants Outstanding | |
Granted/Issued | 850,000 |
Weighted Average Exercise Price | |
Granted/Issued | $ 0.25 |
Notes Payable (Schedule of Notes Payable) (Details) (USD $)
|
Jun. 30, 2013
|
Dec. 31, 2012
|
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Debt Instrument [Line Items] | ||
Total | $ 5,032,471 | $ 3,102,006 |
Less Current Portion | (5,032,471) | (3,102,006) |
Total Long-term | ||
2012 Convertible Notes [Member]
|
||
Debt Instrument [Line Items] | ||
Total | 3,421,963 | 2,428,166 |
Unsecured Convertible Note [Member]
|
||
Debt Instrument [Line Items] | ||
Total | 840,508 | 673,840 |
2013 Accounts Receivable Purchase Agreement [Member]
|
||
Debt Instrument [Line Items] | ||
Total | 750,000 | |
Interest Promissory Note [Member]
|
||
Debt Instrument [Line Items] | ||
Total | $ 20,000 |
Equity Financing and the Debt Restructuring (2012 Equity Financing and the Debt Restructuring) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 0 Months Ended | |||||||||||||||||||||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
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Dec. 28, 2011
Warrants Issued to Reset Provision and Extend Maturity Date of Bridge Loan Warrants [Member]
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Dec. 28, 2011
Original Warrants Issued for Bridge Loan [Member]
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Mar. 26, 2012
Bridge Loan Conversion [Member]
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Mar. 26, 2012
Equipment Purchase Agreement Conversion [Member]
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Mar. 26, 2012
Amended and Restated Senior Convertible Note [Member]
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Dec. 24, 2007
Amended and Restated Senior Convertible Note [Member]
|
Dec. 24, 2010
Amended and Restated Senior Convertible Note [Member]
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Mar. 26, 2012
Bridge Loan Note Payable [Member]
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Dec. 28, 2011
Bridge Loan Note Payable [Member]
|
Dec. 31, 2011
Bridge Loan Note Payable [Member]
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Jun. 30, 2013
Bridge Loan Note Payable [Member]
Warrants Issued to Reset Provision and Extend Maturity Date of Bridge Loan Warrants [Member]
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Jun. 30, 2012
Bridge Loan Note Payable [Member]
Warrants Issued to Reset Provision and Extend Maturity Date of Bridge Loan Warrants [Member]
|
Jun. 30, 2013
Bridge Loan Note Payable [Member]
Original Warrants Issued for Bridge Loan [Member]
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Jun. 30, 2012
Bridge Loan Note Payable [Member]
Original Warrants Issued for Bridge Loan [Member]
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Jun. 30, 2013
Class A Warrant [Member]
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Oct. 31, 2007
Class B Warrant [Member]
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Jun. 30, 2013
Class A and B Warrants [Member]
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Dec. 31, 2012
Class A and B Warrants [Member]
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Jun. 30, 2012
Class A and B Warrants [Member]
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Apr. 05, 2012
2012 Plan [Member]
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Mar. 26, 2012
2012 Plan [Member]
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Jun. 30, 2013
2012 Plan [Member]
|
Jun. 30, 2012
2012 Plan [Member]
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Apr. 05, 2012
2012 Plan [Member]
Class A Warrant [Member]
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Jun. 30, 2013
2012 Plan [Member]
Class A Warrant [Member]
|
Mar. 26, 2012
2012 Plan [Member]
Class A Warrant [Member]
|
Jun. 30, 2013
2012 Plan [Member]
Class B Warrant [Member]
|
Mar. 26, 2012
2012 Plan [Member]
Class B Warrant [Member]
|
Mar. 26, 2012
2012 Plan [Member]
Maximum [Member]
|
Mar. 26, 2012
2012 Plan [Member]
Minimum [Member]
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Equity Financing and Debt Restructuring [Line Items] | |||||||||||||||||||||||||||||||||||
Gross consideration in equity financing transaction | $ 6,000,000 | $ 10,000,000 | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Commission fee percentage | 10.00% | ||||||||||||||||||||||||||||||||||
Percent of issued common stock covered by warrants issued in transaction | 10.00% | ||||||||||||||||||||||||||||||||||
Number of units to be issued in financing transaction | 27,800,000 | ||||||||||||||||||||||||||||||||||
Price per unit | $ 0.25 | ||||||||||||||||||||||||||||||||||
Shares of stock issued per warrant exercised | 0.5 | ||||||||||||||||||||||||||||||||||
Warrant term length | 6 years | 5 years | |||||||||||||||||||||||||||||||||
Exercise price of warrants | 0.35 | 0.65 | 0.35 | 0.05 | |||||||||||||||||||||||||||||||
Maximum share price triggering exercisability of warrant | $ 0.25 | ||||||||||||||||||||||||||||||||||
Amount of financing proceeds triggering expiration of warrants | 12,000,000 | 12,000,000 | |||||||||||||||||||||||||||||||||
Number of shares of common stock warrants can be exercised for | 247,500 | 357,500 | 357,500 | ||||||||||||||||||||||||||||||||
Proceeds from issuance of stock and warrants | 6,100,000 | ||||||||||||||||||||||||||||||||||
Proceeds from equity financing | 425,000 | 6,150,000 | 154,000 | ||||||||||||||||||||||||||||||||
Shares of common stock issued | 650,000 | 616,000 | 2,000,000 | ||||||||||||||||||||||||||||||||
Value of shares issued for debt restructuring | 760,000 | 760,000 | |||||||||||||||||||||||||||||||||
Cash paid to settle debt | 2,750,000 | 2,750,000 | |||||||||||||||||||||||||||||||||
Amount of debt converted | 400,000 | 500,000 | 400,000 | ||||||||||||||||||||||||||||||||
Number of shares issued for agent fees | 586,164 | ||||||||||||||||||||||||||||||||||
Payments for debt extinguishment costs | 66,646 | 275,041 | 275,041 | ||||||||||||||||||||||||||||||||
Number of warrants issued | 400,400 | ||||||||||||||||||||||||||||||||||
Number of warrants issued to investors | 308,000 | ||||||||||||||||||||||||||||||||||
Principal issued | 15,000,000 | 5,500,000 | 900,000 | 1,300,000 | 1,300,000 | ||||||||||||||||||||||||||||||
Warrants issued to investment banker | 250,000 | 92,400 | |||||||||||||||||||||||||||||||||
Debt interest rate | 6.25% | 18.00% | 18.00% | ||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 21, 2013 | Feb. 28, 2012 | |||||||||||||||||||||||||||||||||
Derivative valuation | 1,275,275 | 4,309,537 | 1,275,275 | 4,309,537 | 1,191,269 | 7,700 | 34,700 | 8,700 | 46,700 | 783,715 | 3,101,537 | 783,715 | 3,101,537 | 725,084 | 58,631 | ||||||||||||||||||||
Gain (loss) on derivative valuation | $ 709,509 | $ 2,959,155 | $ (25,606) | $ 4,588,480 | $ (500) | $ 61,825 | $ (1,300) | $ 97,000 | $ (26,246) | $ 659,855 | $ (26,246) | $ 1,659,855 | |||||||||||||||||||||||
Risk-free interest rate | 0.85% | 0.85% | 1.41% | 1.41% | |||||||||||||||||||||||||||||||
Expected life | 3 years 6 months | 3 years 6 months | 4 years 8 months 12 days | 4 years 8 months 12 days | |||||||||||||||||||||||||||||||
Expected volatility | 94.74% | 92.74% | 91.50% | 91.50% | |||||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||||||||||||||||||||||||||||||
Stock trading price | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 |
Stock-based Compensation (Schedule of Assumptions Used to Value Warrants) (Details) (Warrant [Member])
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6 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Warrant [Member]
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Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 0.65% | 1.32% |
Expected life (in years) | 4 years 5 months 1 day | 5 years 11 months 27 days |
Expected volatility | 90.68% | 85.65% |
Expected dividend yield | 0.00% | 0.00% |
Notes Payable (2013 Accounts Receivable Purchase Agreement) (Details) (USD $)
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Apr. 30, 2013
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Notes Payable [Abstract] | |
Receivables sold | $ 750,000 |
Notes Payable (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Notes Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Notes Payable | The recorded value of our notes payable (net of debt discount) for the six months ended June 30, 2013 and year ended December 31, 2012 was as follows:
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Basis of Presentation
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6 Months Ended |
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Jun. 30, 2013
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Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Broadcast International, Inc. ("we" or the "Company") contain the adjustments, all of which are of a normal recurring nature, necessary to present fairly our financial position at December 31, 2012 and June 30, 2013 and the results of operations for the three and six months ended June 30, 2012 and 2013, respectively, with the cash flows for each of the six months ended June 30, 2012 and 2013, in conformity with U.S. generally accepted accounting principles. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2012. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013. |
Weighted Average Shares
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Weighted Average Shares [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted Average Shares | Note 3 - Weighted Average Shares Basic earnings per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year, plus the dilutive common stock equivalents that would rise from the exercise of stock options, warrants and restricted stock units outstanding during the period, using the treasury stock method and the average market price per share during the period, plus the effect of assuming conversion of the convertible debt. The following table sets forth the computation of basic and diluted earnings per common share for the three and six month periods ended June 30, 2012 and 2013:
As we experienced net losses during the three and six month periods ending June 30, 2013 no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. Options and warrants to purchase 43,291,969 shares of common stock at prices ranging from $0.25 to $4.00 per share were outstanding at June 30, 2013. Additionally we had restricted stock units of 3,368,247 outstanding at June 30, 2013. Furthermore, the Company had convertible debt that was convertible into 17,900,000 shares of common stock at June 30, 2013. All the above were excluded from the calculation of diluted earnings per share because the effect was anti-dilutive. |
Notes Payable
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Notes Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable | Note 6 - Notes Payable The recorded value of our notes payable (net of debt discount) for the six months ended June 30, 2013 and year ended December 31, 2012 was as follows:
2012 Secured Convertible Notes We engaged Philadelphia Brokerage Corporation to raise funds through the issuance of convertible promissory notes. We anticipated issuing promissory notes with an aggregate principal amount of up to $5,000,000 ("2012 Convertible Debt Offering"). As of June 30, 2013 we have issued notes having an aggregate principal value of $3,475,000 as explained below. The notes were originally due and payable on or before July 13, 2013; however on August 6, 2013, we and the requisite parties executed an amendment of the notes whereby, effective as of July 13, 2013, the maturity date of the notes was extended to October 31, 2013. The notes bear interest at 12% per annum and may convertible to common stock at a $0.25 per share conversion price. We also granted holders of the notes warrants with a five year life to acquire up to 200,000 shares of our common stock for each $100,000 of principal amount of the convertible notes. The notes are secured by all of our assets with the exception of the equipment and receivables secured by the equipment lessor for equipment used in providing services for our largest customer's digital signage network. In July 2012, we entered into a note and warrant purchase and security agreement with individual investors and broke escrow on the initial funding under the 2012 Convertible Debt Offering, the principal amount of which was $1,900,000, which included the conversion of $900,000 of previously issued short term debt (See Bridge Loan described above) to the 2012 convertible Debt Offering, which extinguished the Bridge Loan. Of the $1,000,000 non-converted principal amount, we realized $923,175 of cash in the initial closing and issued warrants to acquire 3,800,000 shares of our common stock. We paid $76,825 in investment banking fees and costs of the offering. In August 2012, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $900,000, issued warrants to acquire 1,800,000 shares of our common stock, from which we realized cash of $851,624 after payment of investment banking fees of $48,376. In December 2012, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $250,000, issued warrants to acquire 500,000 shares of our common stock to one member of our Board of Directors. In January 2013, we continued sales of convertible debt under the 2012 Convertible Debt Offering by issuing short term debt with a principal amount of $425,000, issued warrants to acquire 850,000 shares of our common stock to; (i) one member of our Board of Directors, (ii) three individuals and (iii) two companies. Before June 30, 2013 we received oral assurance that the maturity date of our senior secured convertible notes would be extended to October 31, 2013 and the cumulative effect of that extension has been reflected in our financial statements for the period ending June 30, 2013. The notes and warrants mentioned above were issued with price protection provisions and were accounted for as derivative liabilities and valued on the dates issued using a Black-Scholes pricing model. We recorded an aggregate derivative liability of $60,660 as of June 30, 2013, related to the conversion feature of the note. A derivative valuation gain of $28,940 was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012. The aggregate derivative liability of $60,660 was calculated as follows using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.04%, (ii) expected life (in years) of 0.34; (iii) expected volatility of 143.51%, (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. We recorded an aggregate derivative liability of $237,700 as of June 30, 2013, related to the warrant reset provision. A derivative valuation loss of $11,400 was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012. The aggregate derivative liability of $237,700 was calculated as follows using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.57%, (ii) expected life (in years) of 4.10; (iii) expected volatility of 91.86%, (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. The principal value of the secured convertible notes is being accreted over the extended term of the obligation, for which $51,525 and $360,494 was included in interest expense for each the three and six months June 30, 2013, respectively. The notes bear a 12% annual interest rate for which $103,964 and $202,825 was included in interest expense for the three and six months ended June 30, 2013, respectively. Unsecured Convertible Note On September 29, 2006, we entered into a letter of understanding with Triage Capital Management, or Triage, dated September 25, 2006. The letter of understanding provided that Triage loan $1,000,000 to us in exchange for us entering into, on or prior to October 30, 2006, a convertible note securities agreement. It was intended that the funding provided by Triage be replaced by a convertible note and accompanying warrants, as described below. Effective November 2, 2006, we entered into securities purchase agreement, a 5% convertible note, a registration rights agreement, and four classes of warrants to purchase our common stock, all of which were with an individual note holder, the controlling owner of Triage, who caused our agreement with Triage to be assigned to him, which satisfied our agreement with Triage. Pursuant to the securities purchase agreement, (i) we sold to the convertible note holder a three-year convertible note in the principal amount of $1,000,000 representing the funding received by us on September 29, 2006; (ii) the convertible note bears an annual interest rate of 5%, payable semi-annually in cash or shares of our common stock; (iii) the convertible note is convertible into shares of our common stock at a conversion price of $1.50 per share subject to full-ratchet anti-dilution price protection provisions ; and (iv) we issued to the convertible note holder four classes of warrants (A Warrants, B Warrants, C Warrants and D Warrants), which give the convertible note holder the right to purchase a total of 5,500,000 shares of our common stock as described below. The A and B Warrants originally expired one year after the effective date of a registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), to register the subsequent sale of shares received from exercise of the A and B Warrants. The C Warrants and D Warrants originally expired eighteen months and twenty four months, respectively, after the effective date of a registration statement to be filed under the Securities Act. The A Warrants grant the convertible note holder the right to purchase up to 750,000 shares of common stock at an exercise price of $1.60 per share, the B Warrants grant the convertible note holder the right to purchase up to 750,000 shares of common stock at an exercise price of $1.75 per share, the C Warrants grant the convertible note holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $2.10 per share, and the D Warrants grant the convertible note holder the right to purchase up to 2,000,000 shares of common stock at an exercise price of $3.00 per share. During the year ended December 31, 2007, the convertible note holder exercised 454,000 A Warrants. We entered into an exchange agreement dated October 31, 2007 in which the convertible note holder received 650,000 shares of our common stock in exchange for cancellation of the C and the D Warrants. The expiration date of the A Warrants and the B Warrants was extended from January 11, 2008 to December 3, 2008. During the year ended December 31, 2008, the convertible note holder exercised 64,400 A Warrants. On December 3, 2008, the remaining 231,600 A Warrants and 750,000 B Warrants were unexercised and expired. On December 23, 2009 we entered into an amendment with the holder of our unsecured convertible note in the principal amount of $1.0 million which (i) extended the note maturity date to December 22, 2010 and (ii) increased the annual rate of interest from 5% to 8% commencing October 16, 2009. All other terms and conditions of the note remain unchanged. On December 24, 2010 we closed on a Debt Restructuring as mentioned above, In connection with that Debt Restructuring the Company amended the note with the holder of a $1.0 million unsecured convertible note, pursuant to which the maturity date of the note was extended to December 31, 2013. We issued 150,000 shares to the holder of this note as consideration to extend the term of the note. During March 2011, we issued 135,369 shares of common stock to the holder of our unsecured convertible note in satisfaction of $81,221 of accrued interest on the unsecured convertible note. Also in connection with the satisfaction of the accrued interest we granted to the holder a warrant to acquire up to 221,758 additional shares of our common stock at an exercise price of $0.96 per share. The warrant is exercisable at any time for a five-year period. We recorded an aggregate derivative liability of $34,600 and $326,400 as of June 30, 2013 and 2012, respectively, related to the conversion feature of the note. A derivative valuation gain of $11,800 and a derivative valuation loss of $26,400, respectively, was recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012 and December 31, 2011, respectively. The aggregate derivative liability of $34,600 for the conversion feature of the note was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.10%, (ii) expected life (in years) of 0.5; (iii) expected volatility of 143.51%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. In connection with the amendment mentioned above, the principal value of the note is being accreted due to the difference in the value of the conversion feature before and after the amendment. The principal value of $1,000,000 of the unsecured convertible note was accreted over the amended term of the obligation, for which $83,334 and $166,668 was included in interest expense for each the three and six months ended June 30, 2013 and 2012, respectively. The note bears an 8% annual interest rate payable semi-annually, and for each the three and six months ended June 30, 2013 and 2012, $20,000 and $40,000, respectively was included in interest expense. 2013 Accounts Receivable Purchase Agreement In April 2013 we entered into an accounts receivable purchase agreement with one of our directors under the terms of which he agreed to purchase $750,000 of our accounts receivable generated over the next succeeding three months. Because our receivables are no longer in excess of the amount purchased, we have classified our obligation as short term debt in our financial statements. Interest Promissory Note On April 17, 2013 we entered into a $20,000 Promissory Note with the holder of our Unsecured Convertible Note for unpaid interest due at that time on the note The Promissory Note is due on December 31, 2013 and contains a 12% annual interest rate. Senior Unsecured 6.25% Convertible Note On December 24, 2007, we entered into a securities purchase agreement in which we raised $15,000,000 (less $937,000 of prepaid interest). We used the proceeds from this financing to support our CodecSys commercialization and development and for general working capital purposes. Pursuant to the financing, we issued a senior secured convertible note in the principal amount of $15,000,000 (which principal amount has been increased as discussed below).The senior secured convertible note was originally due December 21, 2010, but was amended, restated and extended to December 21, 2013 and was subsequently retired as discussed below. On March 26, 2012, we closed on an equity financing (the "2012 Equity Financing"), as well as a restructuring of our outstanding senior convertible indebtedness (the "2012 Debt Restructuring"), resulting in complete satisfaction of our senior indebtedness under the Amended and Restated Note. A portion of the net proceeds from the 2012 Equity Financing was used to close on the 2012 Debt Restructuring. The Company paid $2,750,000 and issued 2,000,000 shares of common stock valued at $760,000 in satisfaction of the Amended and Restated Note and remaining interest value of $680,816. In consideration of negotiating the 2012 Debt Restructuring and amending our agreement with our placement agent, we paid $275,041 and issued 586,164 shares of our common stock valued at $222,742 to our placement agent, and recognized a $2,173,033 gain on extinguishment of debt as a result of this retirement. With the retirement of the Amended and Restated Note we recorded no aggregate derivative liability at June 30, 2012, however at the date of retirement we recorded a derivative valuation gain of $203,700, related to the conversion feature of the Amended and Restated Note to reflect the change in value of the aggregate derivative from December 31, 2011 to the date of retirement. The derivative value of $81,500 at the date of retirement was recorded as additional paid in capital. 2010 Accounts Receivable Purchase Agreements During the year ended December 31, 2010 we entered into two Accounts Receivable Purchase Agreements with one individual for an aggregate amount of $775,000. During the year ended December 31, 2011 we remitted $100,000 of the principal balance and converted the remaining $675,000 of principal balance plus accrued and unpaid interest into 1,307,153 shares of our common stock and warrants to purchase an additional 653,576 shares of our common stock. The warrants contain anti-dilution price protection provisions in the event the Company issues stock or convertible debt with a purchase price or conversion price less than $1.00 per share. The current exercise price has been reset to $0.725 per share due to subsequent financings. We recorded an aggregate derivative liability of $7,700 and $50,200 as of June 30, 2013 and 2012, respectively, related to the warrant reset provision. A derivative valuation loss of $1,800 and a derivative valuation gain of $106,100, respectively, were recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012 and December 31, 2011, respectively. The aggregate derivative liability of $7,700 was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.66%, (ii) expected life (in years) of 2.7; (iii) expected volatility of 96.68%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. 2011 Bridge Loan On December 28, 2011 we entered into a Note and Warrant Purchase and Security Agreement with seven individuals for an aggregate of $1,300,000 ("Bridge Loan") to be used as working capital. The note bears an annual interest rate of 18%, payable monthly in cash. Additionally, we granted to the holders of the Bridge Loan warrants with a five year term to purchase an aggregate of 357,500 shares of our common stock at an exercise price of $0.65. The note was due on February 28, 2012, but the term was subsequently extended to the earlier of the date nine months from the original maturity date or the date we closed on an additional sale of our securities that resulted in gross proceeds to us of $12 million. In consideration of the extension of the maturity date of the Bridge Loan, we granted the holders of the Bridge Loan warrants with a six year term to purchase 247,500 shares of our common stock at an exercise price of $0.35 per share. This note is collateralized by a security interest in all of our accounts receivable In connection with the Bridge Loan, we paid an $84,500 placement fee and issued warrants to purchase 65,000 shares of our common stock at an exercise price of $0.65 per share and subsequently reset to $0.53, to our investment banker for services in completing the above transaction and paid a $3,000 escrow fee to the Escrow Agent in exchange for holding the funds prior to their disbursement to us. On March 26, 2012, we closed on the 2012 Equity Financing and under the terms of the associated securities purchase agreement, two of the above described bridge lenders converted the principal balance of their portion of the bridge loan in the amount of $400,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing, reducing the outstanding principal balance to $900,000. The warrants issued had a total value of $222,426 which resulted in a loss on extinguishment of debt of $222,426. The aggregate derivative liability and valuation gain or loss for the warrants issued for the converted portion of the principal balance are included in the aggregate of 2012 Equity Financing information. All warrants mentioned above were issued with price protection provisions and were accounted for as derivative liabilities and valued using a Black Scholes pricing model. On July 13, 2012 the $900,000 principal balance was retired and was included as part of the 2012 Convertible Note (as described below) and recorded a (i) $93,661 loss on extinguishment of debt related to the remaining un-accreted portion of the note and (ii) $53,160 expense related to unrecognized offering costs, at the time of retirement. We recorded an aggregate derivative liability of $8,700 and $46,700 as of June 30, 2013 and 2012, respectively, related to the reset provision for the original and placement warrants issued. A derivative valuation loss of $1,300 and a derivative valuation gain of $97,000, respectively, were recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012 and December 31, 2011, respectively. The aggregate derivative liability of $8,700 for the reset provision of the warrants and placement warrants issued was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.85%, (ii) expected life (in years) of 3.5; (iii) expected volatility of 92.74%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. We recorded an aggregate derivative liability of $7,700 and $34,700 as of June 30, 2013 and 2012, respectively, related to the reset provision for the warrants issued for an extension of the maturity date. A derivative valuation loss of $500 and a derivative valuation gain of $61,825, respectively, were recorded to reflect the change in value of the aggregate derivative liability since December 31, 2012 and December 31, 2011, respectively. The aggregate derivative liability of $7,700 for the reset provision of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 0.85%, (ii) expected life (in years) of 3.5; (iii) expected volatility of 94.74%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.08. The principal value of the note was being accreted over the amended term of the obligation, for which $51,848 and $98,968 was included in interest expense for the three and six months ended June 30, 2012, respectively. The note bore an 18% annual interest rate and for the three and six months ended June 30, 2012, $40,389 and $95,130, respectively was included in interest expense Equipment Purchase and Sale Agreement In October 2011, we entered into an Equipment Purchase and Sale Agreement with a Utah corporation whereby we use the funds advanced to purchase certain electronic receiving and digital signage equipment along with installation costs. A 3% fee is due each month the amount remains outstanding. At December 31, 2011 we had an outstanding amount owed of $700,000 plus accrued unpaid interest. On March 26, 2012, we closed on the 2012 Equity Financing and under the terms of the associated securities purchase agreement the above described lender converted the principal balance of its portion of the loan in the amount of $500,000 to common stock and warrants as part of and on the same terms as the 2012 Equity Financing, the remaining $200,000 principal balance plus $105,000 of interest due was paid in cash. The warrants issued had a total value of $278,032 which resulted in a loss on extinguishment of debt of $278,032. The aggregate derivative liability and valuation gain or loss for the warrants issued for the converted portion of the principal balance are included in the aggregate of 2012 Equity Financing information. The 3% fee mention above was recorded as interest expense for which $63,000 was included for the six months ended June 30, 2012. |
Stock-based Compensation
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Jun. 30, 2013
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Stock-based Compensation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based Compensation | Note 4 - Stock-based Compensation In accordance with ASC Topic 718, stock-based compensation cost is estimated at the grant date, based on the estimated fair value of the awards, and recognized as expense ratably over the requisite service period of the award for awards expected to vest. Stock Incentive Plans Under the Broadcast International, Inc. 2004 Long-Term Incentive Plan (the "2004 Plan"), the board of directors may issue incentive stock options to employees and directors and non-qualified stock options to consultants of the company. Options generally may not be exercised until twelve months after the date granted and expire ten years after being granted. Options granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a three-year vesting schedule upon the anniversary date of the grant. Should an employee terminate before the vesting period is completed, the unvested portion of each grant is forfeited. We have used the Black-Scholes valuation model to estimate fair value of our stock-based awards, which requires various judgmental assumptions including estimated stock price volatility, forfeiture rates, and expected life. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The number of unissued stock options authorized under the 2004 Plan at June 30, 2013 was 4,290,578. The Broadcast International, Inc. 2008 Equity Incentive Plan (the "2008 Plan") has become our primary plan for providing stock-based incentive compensation to our eligible employees and non-employee directors and consultants of the company. The provisions of the 2008 Plan are similar to the 2004 Plan except that the 2008 Plan allows for the grant of share equivalents such as restricted stock awards, stock bonus awards, performance shares and restricted stock units in addition to non-qualified and incentive stock options. We continue to maintain and grant awards under our 2004 Plan which will remain in effect until it expires by its terms. The number of unissued shares of common stock reserved for issuance under the 2008 Plan was 88,200 at June 30, 2013. Stock Options We estimate the fair value of stock option awards granted beginning January 1, 2006 using the Black-Scholes option-pricing model. We then amortize the fair value of awards expected to vest on a straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected option term. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the stock option award was granted with a maturity equal to the expected term of the stock option award. The expected option term is derived from an analysis of historical experience of similar awards combined with expected future exercise patterns based on several factors including the strike price in relation to the current and expected stock price, the minimum vest period and the remaining contractual period. The fair values for the options granted for the six months ended June 30, 2012 were estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
The weighted average fair value of options granted during the six months ended June 30, 2012 was $0.37. There were no options granted during the six months ended June 30, 2013. Warrants We estimate the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. We amortize the fair value of issued warrants using a vesting schedule based on the terms and conditions of each associated underlying contract, as earned. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and warrant expected exercise term. Our computation of expected volatility is based on a combination of historical and market-based implied volatility. The risk-free interest rate was based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant. The fair values for the warrants issued for the six months ended June 30, 2012 and 2013 estimated at the date of issuance using the Black-Scholes option-pricing model with the following weighted average assumptions:
The weighted average fair value of warrants issued during the six months ended June 30, 2012 and 2013 was $0.27 and $0.05, respectively. Results of operations for the six months ended June 30, 2012 and 2013 includes $193,585 and $272 respectively, of non-cash stock-based compensation expense. Restricted stock units and options issued to directors vest immediately. All other restricted stock units, options and warrants are subject to applicable vesting schedules. Expense is recognized proportionally as each award or grant vests. Included in the $193,585 non-cash stock-based compensation expense for the six months ended June 30, 2012 are (i) $31,000 for 100,000 restricted stock units issued to one member of the board, (ii) $1,608 for 30,000 options granted to 2 employees and (iii) $160,977 resulting from the vesting of unexpired options and warrants issued prior to January 1, 2012. The $272 non-cash stock-based compensation expense for the six months ended June 30, 2013 was from the vesting of unexpired options and warrants issued prior to January 1, 2013 which includes is a $2,552 net credit for the three months ended June 30, 2013 related to forfeited employee options. The impact on our results of operations for recording stock-based compensation for the six months ended June 30, 2012 and 2013 is as follows:
Due to unexercised options and warrants outstanding at June 30, 2013, we will recognize an aggregate total of $58,959 of compensation expense over the next two years based upon option and warrant award vesting parameters as shown below:
The following unaudited tables summarize option and warrant activity during the six months ended June 30, 2013.
The following table summarizes information about stock options and warrants outstanding at June 30, 2013.
Restricted Stock Units The value of restricted stock units is determined using the fair value of our common stock on the date of the award and compensation expense is recognized in accordance with the vesting schedule. During the six months ended June 30, 2013, 686,667 restricted stock units valued at $51,500 were awarded to five members of our board of directors for services rendered during the year ended 2012. One member of our board of directors settled 258,553 restricted stock units at the conclusion of his board participation during the six months ended June 30, 2013. The value of the units awarded had been expensed as directors fees in the year ended December 31, 2012. For the six months ended June 30, 2012 100,000 restricted stock units were awarded to one member of our board of directors. The following is a summary of restricted stock unit activity for the six months ended June 30, 2013.
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Notes Payable (2012 Secured Convertible Notes) (Details) (USD $)
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3 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||||||||||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Dec. 31, 2012
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Jun. 30, 2013
Conversion Feature of Debt [Member]
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Jun. 30, 2013
Warrant Reset Provision [Member]
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Jul. 31, 2012
Tranche One of Warrants Issued with 2012 Convertible Notes [Member]
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Aug. 31, 2012
2012 Convertible Notes [Member]
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Jul. 31, 2012
2012 Convertible Notes [Member]
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Jun. 30, 2013
2012 Convertible Notes [Member]
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Jun. 30, 2013
2012 Convertible Notes [Member]
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Jan. 31, 2013
2012 Convertible Notes [Member]
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Dec. 31, 2012
2012 Convertible Notes [Member]
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Jul. 31, 2012
2012 Convertible Notes [Member]
Maximum [Member]
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Jul. 31, 2012
2012 Convertible Notes Subsequently Amended [Member]
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Jul. 31, 2012
Newly Issued Debt [Member]
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Debt Instrument [Line Items] | |||||||||||||||||
Principal issued | $ 900,000 | $ 1,900,000 | $ 3,475,000 | $ 3,475,000 | $ 425,000 | $ 250,000 | $ 5,000,000 | ||||||||||
Debt maturity date | Jul. 13, 2013 | Oct. 31, 2013 | |||||||||||||||
Debt interest rate | 12.00% | ||||||||||||||||
Conversion price | $ 0.25 | ||||||||||||||||
Warrant term length | 5 years | ||||||||||||||||
Number of shares of common stock warrants can be exercised for | 3,800,000 | 1,800,000 | 200,000 | 850,000 | 500,000 | 3,800,000 | |||||||||||
Amount of debt converted | 900,000 | ||||||||||||||||
Continued sales of convertible debt | 770,000 | 1,000,000 | |||||||||||||||
Proceeds from issuance of convertible note and warrants | 851,624 | 923,175 | 923,175 | ||||||||||||||
Payment of investment banking fees | 48,376 | 76,825 | 76,825 | ||||||||||||||
Derivative valuation | 1,275,275 | 4,309,537 | 1,275,275 | 4,309,537 | 1,191,269 | 60,660 | 237,700 | ||||||||||
Gain (loss) on derivative valuation | 709,509 | 2,959,155 | (25,606) | 4,588,480 | 28,940 | (11,400) | |||||||||||
Risk-free interest rate | 0.04% | 0.57% | |||||||||||||||
Expected life | 4 months 2 days | 4 years 1 month 6 days | |||||||||||||||
Expected volatility | 143.51% | 91.86% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Stock trading price | $ 0.08 | $ 0.08 | |||||||||||||||
Accretion of discount on convertible notes payable | 793,865 | 265,636 | 51,525 | 360,494 | |||||||||||||
Interest expense | $ 103,964 | $ 202,825 |
Weighted Average Shares (Details) (USD $)
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3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Numerator | ||||
Net income (loss) | $ (457,209) | $ 847,192 | $ (2,344,772) | $ 661,715 |
Effect on earnings of dilutive convertible debt | (225,266) | 233,068 | ||
Net income (loss) plus assumed conversions | $ (457,209) | $ 621,926 | $ (2,344,772) | $ 894,783 |
Denominator | ||||
Basic weighted average shares outstanding | 108,284,171 | 107,193,974 | 107,977,505 | 94,167,466 |
Stock options and warrants | 2,939,613 | |||
Restricted stock units | 2,935,000 | 2,935,000 | ||
Convertible debt | 4,000,000 | 4,000,000 | ||
Diluted weighted average shares outstanding | 108,284,171 | 114,128,974 | 107,977,505 | 104,042,079 |
Basic | $ 0.00 | $ 0.01 | $ (0.02) | $ 0.01 |
Diluted | $ 0.00 | $ 0.01 | $ (0.02) | $ 0.01 |
Options and Warrants [Member]
|
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 43,291,969 | |||
Range of Exercise Prices, minimum | $ 0.25 | |||
Range of Exercise Prices, maximum | $ 4.00 | |||
Restricted Stock [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 3,368,247 | |||
Convertible Debt Securities [Member]
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Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 17,900,000 |
Stock-based Compensation (Schedule of Allocated Stock-Based Compensation) (Details) (USD $)
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3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
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Jun. 30, 2012
|
Jun. 30, 2013
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Jun. 30, 2012
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Stock-based compensation | ||||
Total | $ (2,552) | $ 97,420 | $ 272 | $ 193,585 |
General and Administrative Expense [Member]
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Stock-based compensation | ||||
Total | (2,552) | 61,098 | 272 | 120,228 |
Research and Development Expense [Member]
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||||
Stock-based compensation | ||||
Total | $ 36,322 | $ 73,357 |
Significant Accounting Policies (Narrative) (Details) (USD $)
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3 Months Ended | 6 Months Ended | |||
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Jun. 30, 2013
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2012
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Dec. 31, 2012
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Cash and Cash Equivalents | |||||
Total cash balance not insured by the FDIC | $ 321,023 | $ 321,023 | $ 38,847 | ||
Property, Plant and Equipment [Line Items] | |||||
Loss on disposal of assets | (186,621) | (1,799) | (136,621) | (1,640) | |
Research and Development | |||||
Research and development | 168,939 | 464,847 | 394,313 | 1,021,414 | |
Customer One [Member]
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Revenue, Major Customer [Line Items] | |||||
Percentage of revenues from major customer | 87.00% | 86.00% | |||
Leasehold Improvements [Member]
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Property, Plant and Equipment [Line Items] | |||||
Loss on disposal of assets | (40,824) | ||||
Furniture and Fixtures [Member]
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Property, Plant and Equipment [Line Items] | |||||
Loss on disposal of assets | (25,685) | ||||
Equipment [Member]
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Property, Plant and Equipment [Line Items] | |||||
Loss on disposal of assets | $ (70,112) | ||||
Minimum [Member]
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Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 3 years | ||||
Maximum [Member]
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Property, Plant and Equipment [Line Items] | |||||
Estimated useful life | 5 years |
Interact Devices Inc. (IDI) (Details) (Interact Devices Inc. [Member], USD $)
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1 Months Ended | 6 Months Ended |
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May 18, 2004
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Jun. 30, 2013
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Interact Devices Inc. [Member]
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Subsidiary or Equity Method Investee [Line Items] | ||
Shares issued to acquire shares of subsidiary | 50,127,218 | |
Number of shares owned | 55,987,169 | |
Percent ownership | 94.00% | |
Advances to subsidiary | $ 3,393,149 |