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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2012
Stockholders' Equity [Text Block] | Note 11. Stockholders’ Equity At December 31, 2012, there are 500,000,000 shares of authorized common stock. Total common stock outstanding at December 31, 2012 and December 31, 2011, was 12,526,240 and 12,427,220 shares, respectively. At December 31, 2012, there were 2,264 shares reserved for future issuance, 1,034,996 stock warrants, 1,639,842 stock options outstanding and 43,032 total unvested shares of restricted stock (of which 14,446 unvested restricted stock was issued but not vested at December 31, 2012 and therefore not considered in our total outstanding shares on the accompanying consolidated balance sheet), all totaling 15,246,374 of total stock and stock equivalents outstanding at December 31, 2012. Sale of Unregistered Securities During the twelve months ended December 31, 2012, we issued 855 shares of our Common Stock to replace 855 shares that had been mistakenly escheated by the state of Nevada from one of our shareholders, and subsequently sold by the state of Nevada for $1,733. The state of Nevada remitted the proceeds of this stock sale to us, and we issued these 855 common shares back to the shareholder. Registered Direct Offering and Outstanding Warrants On July 22, 2010, we completed an offering (the “Offering”) with certain institutional investors on the sale of 2,069,992 shares of our common stock and warrants to purchase a total of 1,034,996 shares of our common stock for aggregate gross proceeds, before deducting fees to the Placement Agent and other estimated offering expenses payable by us, of approximately $13.7 million. The common stock and warrants were sold in fixed combinations, with each combination consisting of one share of common stock and a warrant to purchase 0.5 shares of common stock. The purchase price was $6.60 per fixed combination. The warrants became exercisable six months and one day following the closing date (July 28, 2010, i.e., exercisable beginning January 29, 2011) of the Offering and will remain exercisable for seven years from the date of issuance at an exercise price of $9.00 per share. The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of some of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of our common stock. This limit may be increased to up to 9.99% upon no fewer than 60 days' notice. We received net proceeds of approximately $12.6 million after payment of certain fees and expenses related to the Offering. The allocation of the proceeds from the offering, based on the relative fair value of the common stock and the warrants resulted in the allocation of approximately $9.0 million to the common stock and approximately $3.6 million to the warrants which was recorded to additional paid-in capital-stock and stock equivalents. The value of the warrants issued was calculated by using the Black Scholes Valuation Model using the following assumptions: volatility 99%; risk-free interest rate of 2.38%; dividend yield of 0%, and expected term of 7 years. The volatility of the Company’s common stock was estimated by management based on the historical volatility of the trading history of the Company’s common stock. The risk-free interest rate was based on the Treasury Constant Maturity Rates published by the U.S. Federal Reserve for periods applicable to the expected life of the warrants. The expected dividend yield was based on the Company’s current and expected dividend policy and the expected term is equal to the contractual life of the warrants. Stock-based Compensation – Stock Options and Restricted Stock Stock Plan We have a stock-based compensation plan to reward for services rendered by officers, directors, employees and consultants. On July 17, 2006, we amended this stock plan. We have reserved 2,500,000 shares of common stock of our unissued share capital for the stock plan. Other limitations are as follows:
(i) | No more than an aggregate of 1,250,000 shares can be granted for the purchase of restricted common shares during the term of the stock plan;
(ii) | The maximum number of shares of common stock with respect to which options may be granted to any one person during any fiscal year may not exceed 266,667 shares; and
(iii) | The maximum number of restricted shares that may be granted to any one person during any fiscal year may not exceed 166,667 common shares.
Total stock options outstanding at December 31, 2012 and 2011, were 1,639,842 and 1,674,065, respectively of which 1,523,536 and 1,345,541 of these options were vested at December 31, 2012 and 2011. Stock option expense was approximately $0.7 million and approximately $1.0 million for the years ended December 31, 2012 and 2011, respectively. Stock option transactions to the employees, directors, advisory board members and consultants are summarized as follows for the year ended December 31, 2012:
|  |  |  |  | Weighted |  |  | Weighted |
|  |  |  |  | Average |  |  | Average |
|  | Options Outstanding |  |  | Exercise |  |  | Fair |
|  |  |  |  | Price |  |  | Value |
Beginning of the year |  | 1,674,065 |  | $ | 11.37 |  | $ | 10.74 |
Granted |  |  |  |  |  |  |  |  |
Exercised |  |  |  |  |  |  |  |  |
Forfeited |  | (167 | ) | $ | 6.30 |  | $ | 5.67 |
Expired |  | (34,056 | ) | $ | 9.42 |  | $ | 7.48 |
End of year |  | 1,639,842 |  | $ | 11.46 |  | $ | 10.85 |
Options exercisable |  | 1,523,536 |  | $ | 11.82 |  | $ | 11.22 |
Stock option transactions to the employees, directors, advisory board members and consultants are summarized as follows for the year ended December 31, 2011:
|  |  |  |  | Weighted |  |  | Weighted |
|  |  |  |  | Average |  |  | Average |
|  | Options Outstanding |  |  | Exercise |  |  | Fair |
|  |  |  |  | Price |  |  | Value |
Beginning of the year |  | 1,772,348 |  | $ | 11.81 |  | $ | 11.04 |
Granted |  | 87,887 |  | $ | 5.51 |  |  | 4.88 |
Exercised |  |  |  |  |  |  |  |  |
Forfeited |  | (2,833 | ) | $ | 8.58 |  | $ | 7.73 |
Expired |  | (183,337 | ) | $ | 12.90 |  | $ | 10.96 |
End of year |  | 1,674,065 |  | $ | 11.37 |  | $ | 10.74 |
Options exercisable |  | 1,345,541 |  | $ | 12.62 |  | $ | 11.99 |
The above tables include options issued and outstanding as of December 31, 2012 as follows:
i) | A total of 273,536 non-qualified 5-10 year options have been issued, and are outstanding, to advisory board members at exercise prices of $4.50 to $14.40 per share.
ii) | A total of 1,136,748 non-qualified 8-10 year options have been issued, and are outstanding, to our directors, officers and employees at exercise prices of $5.42 to $23.85 per share. From this total, 665,088 options are outstanding to the Chief Executive Officer who is also a director, with remaining contractual lives of 2.9 years to 8.2 years. All other options issued to directors, officers and employees have a remaining contractual life ranging from 2.9 years to 8.3 years.
iii) | A total of 229,558 non-qualified 8-10 year options have been issued, and are outstanding, to our consultants at exercise prices of $5.70 to $19.20 per share.
The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2012:
|  | Stock Options Outstanding |  |  | Stock Options Vested |
|  | Weighted |  |  |  |  |  |  |  |  | Weighted |  |  |  |  |  |  |
|  | Average |  |  |  |  |  |  |  |  | Average |  |  |  |  |  |  |
|  | Remaining |  |  |  |  |  | Weighted |  |  | Remaining |  |  |  |  |  | Weighted |
|  | Contractual |  |  |  |  |  |  |  |  | Contractual |  |  |  |  |  |  |
|  |  |  |  | Number |  |  | Average |  |  |  |  |  | Number |  |  | Average |
|  | Life |  |  |  |  |  |  |  |  | Life |  |  |  |  |  |  |
|  |  |  |  | of |  |  |  |  |  |  |  |  | of |  |  |  |
|  | -Years |  |  | Awards |  |  | Exercise |  |  | -Years |  |  | Awards |  |  | Exercise |
|  |  |  |  |  |  |  | Price |  |  |  |  |  |  |  |  | Price |
Exercise Prices |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$4.50 - $8.70 |  | 6.27 |  |  | 844,801 |  | $ | 6.33 |  |  | 6.04 |  |  | 728,495 |  | $ | 6.27 |
$9.00 - $12.90 |  | 4.94 |  |  | 130,037 |  | $ | 10.46 |  |  | 4.94 |  |  | 130,037 |  | $ | 10.46 |
$13.50 -$18.90 |  | 3.3 |  |  | 358,336 |  | $ | 14.17 |  |  | 3.3 |  |  | 358,336 |  | $ | 14.17 |
$19.20 -$23.85 |  | 2.65 |  |  | 306,668 |  | $ | 22.84 |  |  | 2.65 |  |  | 306,668 |  | $ | 22.84 |
Total |  | 4.84 |  |  | 1,639,842 |  | $ | 11.46 |  |  | 4.62 |  |  | 1,523,536 |  | $ | 11.82 |
The following table provides certain information with respect to the above-referenced stock options that are outstanding and exercisable at December 31, 2011:
|  | Stock Options Outstanding |  |  | Stock Options Vested |
|  | Weighted |  |  |  |  |  |  |  |  | Weighted |  |  |  |  |  |  |
|  | Average |  |  |  |  |  |  |  |  | Average |  |  |  |  |  |  |
|  | Remaining |  |  |  |  |  | Weighted |  |  | Remaining |  |  |  |  |  | Weighted |
|  | Contractual |  |  |  |  |  |  |  |  | Contractual |  |  |  |  |  |  |
|  |  |  |  | Number |  |  | Average |  |  |  |  |  | Number |  |  | Average |
|  | Life |  |  |  |  |  |  |  |  | Life |  |  |  |  |  |  |
|  |  |  |  | of |  |  |  |  |  |  |  |  | of |  |  |  |
|  | -Years |  |  | Awards |  |  | Exercise |  |  | -Years |  |  | Awards |  |  | Exercise |
|  |  |  |  |  |  |  | Price |  |  |  |  |  |  |  |  | Price |
Exercise Prices |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$4.50 - $8.70 |  | 7.07 |  |  | 871,195 |  | $ | 6.38 |  |  | 6.44 |  |  | 542,671 |  |  | 6.48 |
$9.00 - $12.90 |  | 5.08 |  |  | 152.340 |  | $ | 10.51 |  |  | 5.08 |  |  | 152,340 |  |  | 10.51 |
$13.50 -$18.90 |  | 4.26 |  |  | 343,862 |  | $ | 14.14 |  |  | 4.26 |  |  | 343,862 |  |  | 14.14 |
$19.20 -$23.85 |  | 3.65 |  |  | 306,668 |  | $ | 22.84 |  |  | 3.65 |  |  | 306,668 |  |  | 22.84 |
Total |  | 5.69 |  |  | 1,674,065 |  | $ | 11.37 |  |  | 5.09 |  |  | 1,345,541 |  |  | 12.62 |
The aggregate intrinsic value of stock options outstanding at December 31, 2012 and 2011 was $0, all of which related to vested awards. Intrinsic value is calculated based on the difference between the exercise price of the underlying awards and the quoted price of our common stock as of the reporting date ($1.41 and $2.04 per share as of the close on December 31, 2012 and 2011, respectively). Restricted Stock Award Activity
|  |  |  |  | Weighted |
|  |  |  |  | Average |
|  |  |  |  | Grant |
|  |  |  |  | Date Fair |
|  | Number of |  |  | Value |
|  | Units |  |  |  |
Total awards outstanding at December 31, 2011 |  | 120,021 |  | $ | 6.14 |
Units granted |  |  |  | $ |  |
Units Exercised/Released |  | (76,989 | ) | $ | 5.95 |
Units Cancelled/Forfeited |  |  |  | $ |  |
Total awards outstanding at December 31, 2012 |  | 43,032 |  | $ | 6.49 |
Total units vested |  | - |  |  |  |
Total units non-vested |  | 43,032 |  | $ | 6.49 |
Total shares outstanding at December 31, 2012 |  | 43,032 |  | $ | 6.49 |
The following summarizes our restricted stock unit activity: Scheduled vesting for outstanding restricted stock units at December 31, 2012 is as follows:
|  | Year Ended |  |  |  |  |  |  |  |  |  |  |  |  |
|  | December 31, |  |  |  |  |  |  |  |  |  |  |  |  |
|  | 2013 |  |  | 2014 |  |  | 2015 |  |  | 2016 |  |  | Thereafter |  |  | Total |
Scheduled vesting—restricted stock units |  | 28,739 |  |  | 14,293 |  |  | - - |  |  |  |  |  | - - |  |  | 43,032 |
As of December 31, 2012 and 2011, there was $0.1 and $0.4 million of net unrecognized compensation cost related to unvested restricted stock-based compensation arrangements, respectively. This compensation is recognized on a straight line basis resulting in approximately $0.1 million of the compensation expected to be expensed in the next twelve months, and the total unrecognized has a weighted average recognition period of 1.0 years. We use the historical volatility of our stock price since January 5, 2006, the date we announced that we were becoming a public company, to estimate the future volatility of our stock. At this time we do not believe that there is a better objective method to predict the future volatility of our stock. We estimate the term of our option awards based on the full term of the award. To date we have had very few exercises of our options, and those exercises have occurred just before the expiration date of the awards. Since the strike price of most of our outstanding awards is greater than the price of our stock, generally awards have expired at the end of the term. We estimate the effect of future forfeitures of our grants based on an analysis of historical forfeitures of unvested grants, as we have no better objective basis for that estimate. The expense that we have recognized related to our grants of options and restricted stock includes the estimate for future pre-vest forfeitures. We will adjust the actual expense recognized as future pre-vest forfeitures as they occur. We have estimated that 1.4% and 3.0% of our option and restricted stock grants respectively, will be forfeited prior to vesting. There were no stock options granted for the twelve months ended December 31, 2012. Assumptions used in the Black Scholes option-pricing model for the year ended December 31, 2011 were as follows:
| Year Ended
| 12/31/2011
Average risk-free interest rate | 3.35%
Average expected life- years | 10
Expected volatility | 94.32%
Expected dividends | 0
Stock-based compensation expense includes the expense related to (1) grants of stock options, (2) grants of restricted stock, (3) stock issued as consideration for some of the services provided by our directors and strategic advisory council members, and (4) stock issued in lieu of cash to pay bonuses to our employees and contractors. We record stock-based compensation expenses in the caption with all of our other general and administrative expenses. Grants of stock options and restricted stock are awarded to our employees, directors, consultants and board members, and we recognize the fair market value of these awards ratably as they are earned. The expense related to payments in stock for services is recognized as the services are provided. During the years ended December 31, 2012 and 2011, approximately $1.0 million and $1.5 million respectively, were recorded as total stock-based compensation. Stock-based compensation expense is recorded under the caption general and administrative expenses in the accompanying consolidated statements of operations. Common Stock reserved for Future Issuance Common stock reserved for future issuance at December 31, 2012 consists of:
|  | Shares of |  |  | Amount |
|  | Common S tock |  |  |  |
Stock-based compensation |  | 2,264 |  | $ | 3,125 |

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- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section B -Paragraph 7, 11A -Chapter 1 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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