Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Jan. 31, 2014 | Apr. 15, 2014 | Jul. 31, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'COMARCO INC | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--01-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 14,684,165 | ' |
Entity Public Float | ' | ' | $2,300,000 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0000022252 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Jan-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $1,096,000 | $104,000 |
Inventory, net of reserves of $0 and $631 | ' | 466,000 |
Other current assets | 17,000 | ' |
Total current assets | 1,241,000 | 3,009,000 |
Property and equipment, net | 14,000 | 120,000 |
Restricted cash | 82,000 | 82,000 |
Total assets | 1,337,000 | 3,211,000 |
Current Liabilities | ' | ' |
Accounts payable | 4,363,000 | 3,688,000 |
Accrued liabilities | 1,012,000 | 1,831,000 |
Loan payable | 1,167,000 | 2,000,000 |
Derivative liabilities | 2,520,000 | 2,466,000 |
Total current liabilities | 9,062,000 | 9,985,000 |
Total liabilities | 9,062,000 | 9,985,000 |
Stockholders' Deficit: | ' | ' |
Preferred stock, no par value, 10,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.10 par value, 50,625,000 shares authorized; 14,684,165 and 7,635,039 shares issued and outstanding at January 31, 2014 and 2013, respectively | 1,468,000 | 764,000 |
Additional paid-in capital | 15,980,000 | 15,577,000 |
Accumulated deficit | -25,173,000 | -23,115,000 |
Total stockholders' deficit | -7,725,000 | -6,774,000 |
Total liabilities and stockholders' deficit | 1,337,000 | 3,211,000 |
Customers [Member] | ' | ' |
Current Assets | ' | ' |
Accounts receivable due from customers, net of reserves of $40 and $0 | ' | 1,307,000 |
Suppliers [Member] | ' | ' |
Current Assets | ' | ' |
Accounts receivable due from suppliers, net of reserves of $0 and $24 | $128,000 | $1,132,000 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable due from customers, reserves (in Dollars) | $40 | $0 |
Accounts receivable due from suppliers, reserves (in Dollars) | 0 | 24 |
Inventory, reserves (in Dollars) | $0 | $631 |
Preferred stock, par value (in Dollars per share) | $0 | $0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.10 | $0.10 |
Common stock, shares authorized | 50,625,000 | 50,625,000 |
Common stock, shares issued | 14,684,165 | 7,635,039 |
Common stock, shares outstanding | 14,684,165 | 7,635,039 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Revenue | $4,429 | $6,338 |
Cost of revenue | 3,930 | 4,150 |
Gross profit | 499 | 2,188 |
Selling, general and administrative expenses | 1,999 | 2,761 |
Engineering and support expenses | 733 | 2,435 |
2,732 | 5,196 | |
Operating loss | -2,233 | -3,008 |
Interest expense, net | 398 | 1,481 |
Change in fair value of derivative liabilities | -575 | 1,101 |
Loss from operations before income taxes | -2,056 | -5,590 |
Income tax expense | 2 | 2 |
Net loss | ($2,058) | ($5,592) |
Basic loss per share: (in Dollars per share) | ($0.14) | ($0.74) |
Diluted loss per share: (in Dollars per share) | ($0.14) | ($0.74) |
Weighted-average shares outstanding: | ' | ' |
Basic (in Shares) | 14,397 | 7,545 |
Diluted (in Shares) | 14,397 | 7,545 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholdersb Equity (Deficit) (USD $) | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
In Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | ||||
Balance at January 31, 2012 7,388,194 shares at Jan. 31, 2012 | ' | ' | ' | ' | $739 | $15,443 | ($17,523) | ($1,341) |
Net loss | ' | ' | ' | ' | ' | ' | -5,592 | -5,592 |
Issuance of Commom Stock upon the vesting of restricted stock units | 25 | -25 | ' | ' | ' | ' | ' | ' |
Stock based compensation expense | ' | ' | ' | ' | ' | 159 | ' | 159 |
Balance at Jan. 31, 2013 | ' | ' | ' | ' | 764 | 15,577 | -23,115 | -6,774 |
Net loss | ' | ' | ' | ' | ' | ' | -2,058 | -2,058 |
Common stock issued | ' | ' | ' | ' | 644 | 386 | ' | 1,030 |
Issuance of Commom Stock upon the vesting of restricted stock units | 18 | -18 | 42 | -42 | ' | ' | ' | ' |
Stock based compensation expense | ' | ' | ' | ' | ' | 77 | ' | 77 |
Balance at Jan. 31, 2014 | ' | ' | ' | ' | $1,468 | $15,980 | ($25,173) | ($7,725) |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholdersb Equity (Deficit) (Parentheticals)(Common Stock [Member]) | 12 Months Ended | |||||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | ||||
Balance at January 31, 2012 | ' | ' | ' | 14,684,165 | 7,635,039 | 7,388,194 |
Shares Issued | 187,300 | 246,845 | 420,000 | ' | ' | ' |
Shares Outstanding | ' | ' | ' | 14,684,165 | 7,635,039 | 7,388,194 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($2,058) | ($5,592) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 55 | 97 |
Loss on sale/retirement of property and equipment | 32 | 11 |
Amortization of loan discount | 291 | 1,365 |
Stock-based compensation expense | 77 | 159 |
Provision for doubtful accounts receivable | 16 | -63 |
Provision for obsolete inventory | 631 | -1,161 |
Change in fair value of derivative liabilities | -570 | 1,101 |
Supplier settlement | -60 | -1,443 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable due from customers | 1,307 | -367 |
Accounts receivable due from suppliers | 518 | -935 |
Inventory | -165 | 1,826 |
Other assets | -17 | 63 |
Accounts payable | 675 | 1,740 |
Accrued liabilities | -289 | 487 |
Net cash provided by (used in) operating activities | 443 | -2,712 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -9 | -102 |
Proceeds from sale of property and equipment | 28 | 10 |
Net cash provided by (used in) investing activites | 19 | -92 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Loan proceeds | 1,500 | 2,000 |
Loan repayment | -2,000 | ' |
Net proceeds from common stock issued | 1,030 | ' |
Net cash provided by financing activities | 530 | 2,000 |
Net increase (decrease) in cash and cash equivalents | 992 | -804 |
Cash and cash equivalents, beginning of year | 104 | 908 |
Cash and cash equivalents, end of year | 1,096 | 104 |
Noncash investing and financing activities: | ' | ' |
Loan discount recorded in connection with issurance of warrants | ' | 1,365 |
Debt discount recorded upon issuance of convertible debt | 624 | 25 |
Supplementary disclosures of cash flow information: | ' | ' |
Cash paid for interest | 76 | 2 |
Cash paid for income taxes, net of refunds | 2 | ' |
Loss on Retired Fixed Assets at Contract Manufacturers [Member] | ' | ' |
Noncash investing and financing activities: | ' | ' |
Loss on retired fixed assets at contract manufacturers | $60 | ' |
Note_1_Organization
Note 1 - Organization | 12 Months Ended | |
Jan. 31, 2014 | ||
Disclosure Text Block [Abstract] | ' | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | |
1 | Organization | |
Comarco, Inc. was incorporated in California in 1960 and its common stock has been publicly traded since 1971, when it was spun-off from Genge Industries, Inc. Comarco Inc.’s wholly-owned subsidiary Comarco Wireless Technologies, Inc. (“CWT”) was incorporated in the state of Delaware in September 1993. Comarco and CWT are collectively referred to as “we,” “us,” “our,” “Comarco,” or the “Company”. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | |
Jan. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Significant Accounting Policies [Text Block] | ' | |
2 | Summary of Significant Accounting Policies | |
The summary of our significant accounting policies presented below is designed to assist the reader in understanding our consolidated financial statements. Such financial statements and related notes are the representations of our management, who are responsible for their integrity and objectivity. In the opinion of management, these accounting policies conform to accounting principles generally accepted in the United States of America in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements. | ||
Principles of Consolidation | ||
Our consolidated financial statements include the accounts of Comarco, Inc. and CWT. All material intercompany balances, transactions, and profits have been eliminated. | ||
Future Operations, Liquidity and Capital Resources | ||
We have experienced substantial operating losses for fiscal years ended January 31, 2014 and 2013 totaling approximately $2.1 million and $5.6 million, respectively. The consolidated financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our consolidated financial statements do not reflect any adjustments related to the outcome of this uncertainty. Our future is highly dependent on our ability to successfully resolve our current litigation, capitalize on our portfolio of patents, generate positive cash flows and obtain borrowings or raise capital to meet our liquidity needs. | ||
Our business during fiscal year 2014 and 2013 was almost entirely driven by sales of our products to Lenovo. However, as previously announced in August 2013, Lenovo notified us of their intention to cease offering our Constellation product, the power adapter we designed and developed for Lenovo and terminated its relationship with us. We completed shipping product to Lenovo during our third fiscal quarter. As a result of this decision by Lenovo, we generated de minimus revenue in our fourth fiscal quarter ended January 31, 2014. The loss of Lenovo as a customer will have a material adverse impact on our future results of operations. We have reduced and/or eliminated certain operating expenses to minimize future losses and cash burn and will continue our efforts in this regard. Comarco is currently analyzing and will continue to analyze a range of alternatives to build and/or preserve value for its stakeholders, including, but not limited to, exploring additional investment and incremental financing from current and/or new investors, the engagement of advisors to assist in exploring strategic options for us as well as identifying potential partnerships for the purpose of monetizing some or all of the our patent portfolio and past, present, and future infringement claims. There can be no assurances that we will be successful in implementing any of these alternatives, or if implemented, that any of these alternatives will successfully preserve or increase shareholder value. | ||
In February 2014, two of our ongoing litigation matters were resolved. In the Chicony matter, on February 4, 2014, a jury returned a verdict in our favor and awarded us damages of approximately $10.8 million, offset by previously accrued liabilities of $1.1 million for a net award of approximately $9.7 million. Because the award may be appealed, we will not recognize the award in our financial statements until the award is realized. If and once realized, a portion of our award may be payable to our attorneys pursuant to an alternative professional fee arrangement. In addition, we may be entitled to reimbursement of attorney’s and other fees pending final judgment. Together, these matters may increase or decrease the net financial impact of this verdict on the Company. Also on February 4, 2014, Comarco and Kensington entered into a settlement and licensing agreement with an effective date of February 1, 2014 that dismisses all claims between the two parties arising from the litigation. | ||
Our patent portfolio covering key technical aspects of our products could potentially generate a future revenue stream based upon royalties paid to us by others for the use of some or all of our patents in third party products. We are currently exploring opportunities to expand, protect, and monetize our patent portfolio, including through the sale or licensing of our patent portfolio. In the future, we may resume our traditional activities, if and when possible. | ||
We had negative working capital totaling approximately $7.8 million at January 31, 2014, of which $2.5 million relates to the fair value of derivative liabilities. In order for us to conduct our business for the next twelve months, to continue operations thereafter and to be able to discharge our liabilities and commitments in the normal course of business, we must raise additional funds, through the sale or licensing of our patent portfolio, obtain additional debt and/or equity financing or prevail in our ongoing litigation to meet our working capital needs. There is no assurance that we will succeed in the sale or licensing of our patent portfolio or raise additional financing and if we are not successful doing so, we may have to evaluate other alternatives or partially, or entirely, cease our operations. | ||
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the years reported. Actual results could materially differ from those estimates. | ||
Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of long-lived assets, allowance for doubtful accounts, valuation allowances for deferred tax assets, valuation of derivative liabilities and determination of stock-based compensation. | ||
Revenue Recognition | ||
Revenue from product sales was recognized upon shipment of products provided there were no uncertainties regarding customer acceptance, persuasive evidence of an arrangement existed, the sales price was fixed or determinable, and collectability was probable. Generally, our products were shipped FOB named point of shipment, whether it was Lake Forest, which was the location of our corporate headquarters, or China, the shipping point for most of our contract manufacturers. | ||
Cash and Cash Equivalents | ||
All highly liquid investments with original maturity dates of three months or less when acquired are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown in the consolidated financial statements. Cash and cash equivalents are generally maintained in uninsured accounts, typically Eurodollar deposits with daily liquidity, which are subject to investment risk including possible loss of principal invested. | ||
Restricted Cash | ||
Our restricted cash balances are secured by separate bank accounts and represent i) a $77,000 letter of credit that serves as the security deposit for our corporate office lease and ii) $5,000 which serves as collateral for credit card chargebacks associated with our internet website. | ||
Accounts Receivable due from Customers | ||
Our management monitors collections and payments from our customers and maintains a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. Management analyzes specific customer accounts and establishes reserves for uncollectible receivables based upon specific identification of account balances that have indications of uncertainty of collection. Indications of uncertainty of collections may include the customer’s inability to pay, customer dissatisfaction, or other factors. Significant management judgments and estimates must be made and used in connection with establishing the allowance for doubtful accounts in any accounting period. Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. | ||
Accounts Receivable due from Suppliers | ||
Oftentimes we were able to source components locally that we later sold to our contract manufacturers, who built the finished goods, and other suppliers. This was especially the case when new products were initially introduced into production. Sales to our contract manufacturers (or “CMs”) and other suppliers were excluded from revenue and were recorded as a reduction to cost of revenue. During fiscal 2013, our relationship with Power System Technologies, Ltd. (formerly Flextronics Electronics) the CM who builds the product we sell to Lenovo transitioned from a relationship where we directly sourced just a few components in the bill of material to a process where we directly sourced all of the component parts in the bill of material. | ||
Inventory | ||
Inventory is valued at the lower of cost (calculated on average cost, which approximates first-in, first-out basis) or market value. We regularly review inventory quantities on hand and record a write down of excess and obsolete inventory based primarily on excess quantities on hand based upon historical and forecasted component usage. As of January 31, 2014, we no longer had any inventory on hand. | ||
Property and Equipment | ||
Property and equipment are stated at cost less accumulated depreciation and amortization. Additions, improvements, and major renewals are capitalized; maintenance, repairs, and minor renewals are expensed as incurred. Depreciation and amortization is calculated on a straight-line basis over the expected useful lives of the property and equipment. The expected useful lives of office furnishings and fixtures are five to seven years, and of equipment and purchased software are two to five years. The expected useful life of tooling equipment, molds used for pre-production and mass production of our power adapters, is 18 months. The expected useful life of leasehold improvements, which is included in office furnishings and fixtures, is the lesser of the term of the lease or five years. | ||
We evaluate property and equipment for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. Factors considered important which could trigger an impairment review include, but are not limited to, significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our overall business, and significant negative industry or economic trends. If such assets are identified to be impaired, the impairment to be recognized is the amount by which the carrying value of the asset exceeds the fair value of the asset. We did not experience any changes in our business or circumstances to require an impairment analysis nor did we recognize any impairment charges during the fiscal years ended January 31, 2014 and 2013. | ||
Assets to be disposed of are separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. | ||
Research and Development Costs | ||
Research and development costs are charged to expense as incurred and are reported as engineering and support costs. During fiscal 2014 and fiscal 2013, we incurred approximately $0.4 million and $0.9 million in research and development expense, respectively. | ||
Income Taxes | ||
As part of the process of preparing our consolidated financial statements, we are required to estimate our provision for income taxes in each of the tax jurisdictions in which we conducts business. This process involves estimating our actual current tax expense in conjunction with the evaluation and measurement of temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary timing differences result in the establishment of deferred tax assets and liabilities, which are recorded on a net basis and included in our consolidated balance sheets. On a periodic basis, we assess the probability that our net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, we conclude that it is more likely than not that we will not recover some portion or all of the net deferred tax assets, a valuation allowance is provided with a corresponding charge to tax expense to reserve the portion of the deferred tax assets which are estimated to be more likely than not to be realized. | ||
Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any required valuation allowance. We continue to maintain a full valuation allowance on the entire deferred tax asset balance. This valuation allowance was established based on management’s overall assessment of risks and uncertainties related to our future ability to realize, and hence, utilize certain deferred tax assets, primarily consisting of net operating loss carry forwards and temporary differences. Due to the current and prior years’ operating losses, the adjusted net deferred tax assets remain fully reserved as of January 31, 2014. | ||
We apply the uncertain tax provisions of the Income Taxes Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”), which interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The topic also provides guidance on de-recognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. | ||
During fiscal 2014, we recorded a net loss of $2.1 million and recorded income tax expense of $1,600, which represents the minimum tax due in the state of California. The net deferred tax asset of $16.7 million at January 31, 2014, $1.1 million of which relates to net operating losses created in fiscal 2014, continues to be fully reserved. | ||
During fiscal 2013, we recorded a net loss of $5.6 million and recorded income tax expense of $1,600, which represents the minimum tax due in the state of California. The net deferred tax asset of $17.7 million at January 31, 2013, $1.9 million of which relates to net operating losses created in fiscal 2013, continues to be fully reserved. | ||
Advertising | ||
Advertising costs are expensed as incurred. We began advertising late in the fourth quarter of fiscal 2012 in order to drive internet users to visit our website, www.chargesource.com, and ultimately make a purchase. Advertising incurred during fiscal 2014 and 2013 totaled approximately $2,000 and $23,000, respectively. | ||
Warranty Costs | ||
We provide limited warranties for products for a period generally not to exceed 24 months. We accrue for the estimated cost of warranties at the time revenue is recognized. The accrual is consistent with our actual claims experience. Should actual warranty claim rates differ from our estimates, revisions to the liability would be required. | ||
Derivative Liabilities | ||
A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company has entered into certain financing transactions in fiscal 2013 that involve financial equity instruments containing certain features that have resulted in the instruments being deemed derivatives. The Company may engage in other similar complex financing transactions in the future, but not with the intention to enter into derivative instruments. Derivatives are measured at fair value using the Monte Carlo simulation pricing model and marked to market through earnings. However, such new and/or complex instruments may have immature or limited markets. As a result, the pricing models used for valuation of derivatives often incorporate significant estimates and assumptions. Changes in these subjective assumptions can materially affect the estimate of the fair value of derivative liabilities and, consequently, the related amount recognized as loss due to change in fair value of derivative liabilities on the consolidated statement of operations. Furthermore, depending on the terms of a derivative, the valuation of derivatives may be removed from the financial statements upon exercise or conversion of the underlying instrument into some other security. | ||
We evaluate free-standing derivative instruments to properly classify such instruments within stockholders’ equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. | ||
The classification of a derivative instrument is reassessed at each balance sheet date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. | ||
During the second quarter of fiscal 2013, we adopted the guidance, as codified in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, that requires us to apply a two-step model in determining whether a financial instrument or an embedded feature is indexed to our own stock and thus enables it to qualify for equity classification. The warrants issued to Broadwood Partners, L.P. (“Broadwood”) contain provisions that adjust the exercise price in the event of certain dilutive issuance of our securities (see Note 7). Accordingly, the Company considered the warrants to be subject to price protection and classified them as derivative liabilities at the date of issuance with a fair value of $1.4 million and a corresponding discount to the underlying loan payable (see Note 8). Additionally, during the first quarter of fiscal 2014, we entered into a Loan Agreement with Elkhorn Partners Limited Partnership (“Elkhorn”) which contains convertible provisions that allow Elkhorn to convert the loan into common stock. The conversion price may be adjusted in the event of certain dilutive issuance of our securities. Accordingly, the Company considered the convertible debt to be subject to price protection and created a discount to the underlying loan payable and classified that value as derivative liabilities at the date of issuance with a fair value of $0.6 million (see Note 8). | ||
Concentrations of Credit Risk | ||
Our cash and cash equivalents are principally on deposit in a non-insured short-term asset management account at a large financial institution. Accounts receivable potentially subject us to concentrations of credit risk. We generally do not require collateral for accounts receivable. When required, we maintain allowances for credit losses, and to date such losses have been within management’s expectations. Once a specific account receivable has been reserved for as potentially uncollectible, our policy is to continue to pursue collections for a period of up to one year prior to recording a receivable write-off. | ||
Loss Per Common Share | ||
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period excluding the dilutive effect of potential common stock, which for us consists solely of stock awards. Diluted earnings per share reflects the dilution that would result from the exercise of all dilutive stock awards outstanding during the period. The effect of such potential common stock is computed using the treasury stock method (see Note 11). | ||
Stock-Based Compensation | ||
We grant stock awards, restricted stock and restricted stock units for a fixed number of shares to employees, consultants, and directors with an exercise or grant price equal to the fair value of the shares at the date of grant. | ||
We account for stock-based compensation using the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. | ||
Fair Value of Financial Instruments | ||
Our financial instruments include cash and cash equivalents, accounts receivable due from customers and suppliers, accounts payable, accrued liabilities, a short-term loan and derivative liabilities. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The carrying amount of our loan, net of discount, approximates fair value since the loan balance is derived from the valuation of the derivative liabilities discussed below. The fair value of the derivative liabilities, which are comprised of the warrants issued/issuable to Broadwood and conversion and anti-dilutive features embedded in the Elkhorn Convertible Note, at January 31, 2014 and 2013 was $2.5 million. Warrants and the conversion features classified as derivative liabilities are reported at their estimated fair value, with changes in fair value being reported in current period results of operations. | ||
Legal expense classification | ||
Our legal expenses are classified in either selling, general, and administrative expenses or engineering and support expenses depending on the nature of the legal expense. All legal expenses incurred related to our intellectual property, including associated litigation expense and maintenance of our patent portfolio, are included in engineering and support expenses in our consolidated statement of operations. The legal expenses included in engineering and support expenses decreased approximately $1.2 million during the year ended January 31, 2014, when compared to the prior fiscal year. The decrease in legal expenses during fiscal 2014 is predominantly due to alternative fee arrangements we entered into with our legal counsel regarding the Chicony case and our other ongoing infringement and enforcement litigation matters. All other legal expenses, including all other litigation expense and public company legal expense are included in selling, general, and administrative expenses in our consolidated statement of operations. The legal expense included in selling, general and administrative expenses during fiscal 2014 and fiscal 2013 was $0.7 million and $0.6 million, respectively. | ||
Reclassifications | ||
Certain prior period balances have been reclassified to conform to the current period presentation. | ||
Subsequent Events | ||
Management has evaluated events subsequent to January 31, 2014 through the date the accompanying consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events that may require adjustment of and/or disclosure in such financial statements (see Note 14). |
Note_3_Customer_and_Supplier_C
Note 3 - Customer and Supplier Concentrations | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Customer And Supplier Concentrations [Abstract] | ' | ||||||||||||||||
Customer And Supplier Concentrations [Text Block] | ' | ||||||||||||||||
3 | Customer and Supplier Concentrations | ||||||||||||||||
Substantially all of the Company’s revenue is derived from a single customer, Lenovo. As discussed in Note 2 above, Lenovo notified us of their intention to cease offering Comarco’s product to its customers. We shipped approximately 20,000 of our Constellation units to Lenovo and 11,000 field replacement units to Lenovo affiliates during the third fiscal quarter of 2014, and we have no further orders from Lenovo or their affiliates. The loss of Lenovo will have a material adverse impact on our future revenues and results of operations. | |||||||||||||||||
The customers providing 10 percent or more of our revenue for either of the years ended January 31, 2014 and 2013 are listed below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total revenue | $ | 4,429 | 100 | % | $ | 6,338 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Lenovo Information Products Co., Ltd. | $ | 4,319 | 98 | % | 6,203 | 98 | % | ||||||||||
$ | 4,319 | 98 | % | $ | 6,203 | 98 | % | ||||||||||
Revenue for fiscal 2014 decreased to $4.4 million compared to $6.3 million for fiscal 2013. The decrease is attributable to by decreased sales to our principal customer Lenovo. In the third quarter of fiscal 2014, Lenovo terminated its relationship with us. We completed our final shipment of product to Lenovo during the third quarter ended October 31, 2013 and we generated de minimus revenue in our fourth quarter ending January 31, 2014. | |||||||||||||||||
Our revenues by geographic location for the years ended January 31, 2014 and 2013 are listed below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revenue: | |||||||||||||||||
Asia-Pacific | $ | 4,319 | 98 | % | 6,238 | 98 | % | ||||||||||
North America | 73 | 2 | % | $ | 78 | 1 | % | ||||||||||
Europe | 37 | 1 | % | 22 | 0 | % | |||||||||||
$ | 4,429 | 100 | % | $ | 6,338 | 100 | % | ||||||||||
The suppliers comprising 10 percent or more of our gross accounts receivable due from customers at either January 31, 2014 or 2013 are listed below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts receivable due from customers | $ | - | 0 | % | $ | 1,307 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Lenovo Information Products Co., Ltd. | $ | - | 0 | % | 1,291 | 99 | % | ||||||||||
Dell Inc. and affililates | - | 0 | % | - | 0 | % | |||||||||||
$ | - | 0 | % | $ | - | 0 | % | ||||||||||
The suppliers comprising 10 percent or more of our gross accounts receivable due from suppliers at either January 31, 2014 or 2013 are listed below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts receivable due from suppliers | $ | 128 | 100 | % | $ | 1,156 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Power Systems Technologies, Ltd. | $ | - | 0 | % | $ | 1,008 | 87 | % | |||||||||
Zheng Ge Electrical Co., Ltd. | 122 | 95 | % | 122 | 11 | % | |||||||||||
$ | 122 | 95 | % | $ | 1,130 | 98 | % | ||||||||||
Zheng Ge Electrical Co., Ltd. (“Zheng Ge”) was a tip supplier for the Bronx product, which was subject to a recall. We previously sourced some of the component parts that Zheng Ge used in the manufacture of the tips. We ceased paying Zheng Ge during the course of the product recall while we investigated the manufacturing defect which ultimately caused the recall and, likewise, Zheng Ge ceased paying us. | |||||||||||||||||
The suppliers and other vendors comprising 10 percent or more of our gross accounts payable at either January 31, 2014 or 2013 are listed below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts payable | $ | 4,363 | 100 | % | $ | 3,688 | 100 | % | |||||||||
Supplier and vendor concentration: | |||||||||||||||||
Chicony Power Technology, Co. Ltd. | $ | 1,100 | 25 | % | $ | 1,100 | 30 | % | |||||||||
Pillsbury Winthrop Shaw Pittman, LLP | $ | 1,953 | 45 | % | $ | 1,614 | 44 | % | |||||||||
$ | 3,053 | 70 | % | $ | 2,714 | 74 | % | ||||||||||
Chicony Power Technology, Co. Ltd., (“Chicony”) was the manufacturer of the Bronx product, which was subject to a recall and we are currently in litigation with Chicony (see Note 13). We made no payments to this supplier during either fiscal 2014 or 2013. On February 4, 2014, a jury returned a verdict in our favor and awarded us damages of approximately $10.8 million, offset by previously accrued liabilities of $1.1 million for a net award of approximately $9.7 million. Because the award is subject to entry of final judgment and may be appealed, we will not recognize the award in our financial statements until the award is realized. We have made no payments to Chicony during fiscal 2014 (see Note 13). |
Note_4_Inventory
Note 4 - Inventory | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
4 | Inventory | ||||||||
Inventory, net of reserves, consists of the following (in thousands): | |||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | - | $ | 397 | |||||
Finished goods | - | 69 | |||||||
$ | - | $ | 466 | ||||||
As of January 31, 2014, we wrote down our remaining inventory balances, representing primarily component inventory in excess of requirements and charged to cost of revenues. We also shipped certain components to a liquidator in an attempt to salvage some economic value from these parts, but to date we have not recovered any amounts and expect such recoveries to be minor. | |||||||||
As of January 31, 2013, approximately $720,000 of total gross inventory was located at our corporate headquarters. The remaining balance was located at various contract manufacturer locations in Asia and at a third party inventory warehouse for our customer, Lenovo. |
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
5 | Property and Equipment | ||||||||
Property and equipment consist of the following (in thousands): | |||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Office furnishing and fixtures | $ | 605 | $ | 619 | |||||
Equipment | 973 | 2,294 | |||||||
Purchased software | 66 | 66 | |||||||
1,644 | 2,979 | ||||||||
Less: Accumulated depreciation and amortization | (1,630 | ) | (2,859 | ) | |||||
$ | 14 | $ | 120 | ||||||
We held equipment, primarily tooling and fixtures at various contract manufacturer locations in China related to our customer, Lenovo. As of January 31, 2014, we retired all fixed assets at these contract manufacturer locations. | |||||||||
As of January 31, 2013, tooling and fixtures equipment with a cost basis of approximately $1,300,000 and with a net book value of approximately $45,000 was located at various contract manufacturer locations in China. | |||||||||
During fiscal 2013, nearly fully depreciated office furnishings and equipment with a cost basis of $400,000 and $275,000, respectively, was retired through a process of physical inspection and management inquiry. We recorded a loss on retirement of assets of $11,000 related to these transactions. | |||||||||
Depreciation and amortization expense for fiscal 2014 and fiscal 2013 totaled $55,000 and $97,000, respectively. |
Note_6_Accrued_Liabilities
Note 6 - Accrued Liabilities | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
6 | Accrued Liabilities | ||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Uninvoiced materials and services received | $ | 458 | $ | 1,269 | |||||
Accrued legal and professional fees | 161 | 169 | |||||||
Accrued payroll and related expenses | 58 | 147 | |||||||
Accrued warranty | 20 | 68 | |||||||
Other | 315 | 178 | |||||||
$ | 1,012 | $ | 1,831 | ||||||
At January 31, 2014, approximately $0.3 million or 70 percent of total uninvoiced materials and services received of $0.5 million, included in accrued liabilities were payable to Zheng Ge Electrical Co. Ltd. (“Zheng Ge”). At January 31, 2013, approximately $1.1 million or 85 percent of total uninvoiced materials and services of $0.6 million, included in accrued liabilities were payable to Zheng Ge. We ceased paying Zheng Ge during the course of the recall. (see Note 13) |
Note_7_Loan_Agreement
Note 7 - Loan Agreement | 12 Months Ended | |
Jan. 31, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Debt Disclosure [Text Block] | ' | |
7 | Loan Agreement | |
On February 11, 2013, the Company and Elkhorn Partners Limited Partnership (“Elkhorn”), entered into a Secured Loan Agreement (the “Elkhorn Loan Agreement”) and a Stock Purchase Agreement (the “Elkhorn SPA”), and certain related agreements, which are described below (collectively, the “Elkhorn Agreements”). Pursuant to those Elkhorn Agreements, Elkhorn has made a $1.5 million senior secured loan to the Company with a maturity date of November 30, 2014 and has purchased a total of 6,250,000 shares of the Company’s common stock at a cash purchase price of $0.16 per share, generating an additional $1.0 million of cash for the Company. The average of the closing prices of the Company’s common stock in the over-the-counter market for the five trading days immediately preceding February 11, 2013 was $0.14 per share and, for the 29 trading days that began on January 2, 2013 and ended on February 8, 2013, was $0.158 per share. On February 11, 2013, the Company used approximately $2.1 million of the proceeds of $2.5 million from the Elkhorn Loan and the sale of the shares to Elkhorn to pay the entire principal amount of and all accrued interest on the Broadwood Loan. | ||
Secured Loan Agreement with Elkhorn Partners. | ||
The Elkhorn Loan, which is evidenced by a promissory note (the “Elkhorn Note”), issued by the Company to Elkhorn, bears interest at 7% for the first 12 months of the Elkhorn Loan, increasing to 8.5% thereafter and continuing until the Elkhorn Loan is paid in full. The Elkhorn Loan matures on November 30, 2014 (the “Maturity Date”); however, the Company has the right, at its option, to prepay the Elkhorn Loan, in whole or in part, without penalty or premium. | ||
The Elkhorn Loan Agreement provides that if and to the extent the Company does not pay the Elkhorn Loan in full by its Maturity Date, then, Elkhorn will have the right, at its option (but not the obligation), to convert the then unpaid balance of the Elkhorn Loan, in whole or in part, into shares of Company common stock at a conversion price of $0.25 per share. That conversion price is subject to possible adjustment on (i) certain sales of Company common stock at a price lower than $0.25 per share, (ii) stock splits of, stock dividends on and any reclassification of the Company’s outstanding shares, and (iii) certain mergers or reorganizations of the Company, as provided in Article III of the Elkhorn Loan Agreement. This conversion feature creates a derivative liability that is described in Note 8. | ||
The Elkhorn Loan Agreement contains customary representations and warranties of and affirmative and negative covenants on the part of the Company and CWT. The Elkhorn Agreement also provides that the Elkhorn Loan, together with accrued interest, will become immediately due and payable upon the occurrence of an Event of Default, which is defined in the Elkhorn Loan Agreement to include each of the following, among others: (i) a failure of the Company to pay the principal or accrued interest on the Elkhorn Loan which continues remedied for three calendar days (except that such grace period shall not apply to amounts due at the Maturity Date of the Loan), (ii) the Company or CWT commits a breach of any of their other material obligations under the Elkhorn Loan Agreement or under any of the Debt Related Agreements (described below) and the breach which remains uncured for a period ranging from 15 days to 30 days (depending on the nature of the breach) following receipt of notice of the breach from Elkhorn; (iii) any of the representations or warranties of the Company or CWT contained in the Elkhorn Loan Agreement prove to have been untrue or incorrect in any material respect, (iv) the Company or CWT fails to pay indebtedness, as such term is defined in the Elkhorn Loan Agreement, in the amount of $200,000 or more owed to any other creditor, (v) one or more judgments are entered against the Company or CWT in an aggregate amount of $200,000 or more, which are not satisfied, discharged, stayed or bonded against within the succeeding 30 days, and (vi) the filing by the Company of a voluntary petition in bankruptcy or the Company’s failure to obtain the dismissal, within 60 days, of an involuntary petition filed against it in bankruptcy, or a receiver or liquidator is appointed over, or an attachment is issued against a substantial part of the assets of the Company or CWT, which in either case remains undismissed for the succeeding thirty (30) days. | ||
Upon the occurrence and during the continuance of an Event of Default, interest on the Elkhorn Loan will accrue at the lesser of (i) 15% per annum or (ii) the highest rate permitted by applicable law. | ||
Debt Related Agreements. In connection with the Elkhorn Loan Agreement, the Company and CWT entered into a Security Agreement and the Company entered into a Pledge Agreement (collectively, the “Debt Related Agreements”) with Elkhorn to secure the payment and performance by the Company and CWT of their respective obligations under the Elkhorn Loan Agreement and the Debt Related Agreements. Set forth below is a summary of those Agreements. | ||
Security Agreement. As security for the performance of their respective obligations under the Elkhorn Loan Agreement and the Debt Related Agreements, the Company and CWT have entered into a security agreement (the “Security Agreement”) granting Elkhorn a first priority perfected security interest in all of their assets, including their intellectual property rights. The Security Agreement provides that, on the occurrence and during the continuance of an Event of Default, whether by the Company or CWT, Elkhorn will become entitled to take possession of and to sell the assets of the Company and CWT to the extent necessary to recover the amounts due Elkhorn under the Elkhorn Loan Agreement and any other amounts that may be due and payable to Elkhorn under any of the Debt Related Agreements. | ||
Pledge Agreement. As additional security for the payment and performance of its obligations under the Elkhorn Loan Agreement, the Company has entered into a Pledge Agreement (the “Pledge Agreement”) pursuant to which it has pledged and will deliver possession to Elkhorn of all of CWT’s outstanding shares. The Pledge Agreement provides, among other things, that upon the occurrence and during the continuance of an Event of Default, Elkhorn will become entitled to transfer the CWT shares into its name, to vote those shares and, subject to applicable securities laws, to sell those shares in order to recover amounts owed to it by the Company. | ||
Elkhorn Stock Purchase Agreement | ||
Concurrently with the Company’s entry into the Elkhorn Loan Agreement, the Company and Elkhorn entered into the Elkhorn SPA. Pursuant to that Elkhorn SPA Agreement, the Company sold 6,250,000 shares of its common stock to Elkhorn at a price of $0.16 per share, resulting in an aggregate purchase price of $1.0 million. As noted above, that purchase price compares to an average per share closing price for Comarco’s shares of $0.14 during the five trading days immediately preceding the sale of the shares to Elkhorn, and an average per share closing price of $0.158 for the 29 trading days that that began on January 1, 2013 and ended on February 8, 2013. | ||
The purchase price of $0.16 per share paid by Elkhorn for those shares was determined by arms-length negotiations between Elkhorn and the members of a special committee of the Company’s Board of Directors, comprised of three of the directors who have no affiliation with Elkhorn and no financial interest, other than their interests solely as shareholders of the Company, in either the loan or share transactions with Elkhorn. That per share purchase price was determined based on a number of factors, including the Company’s inability, notwithstanding its best efforts, to raise additional capital from other prospective institutional investors during the six month term of the Broadwood Loan and the recent trading prices of the Company’s shares in the over-the-counter market. | ||
Senior Secured Six Month Term Loan Agreement | ||
The Company entered into a Senior Secured Six Month Term Loan Agreement dated July 27, 2012 (the “Broadwood Loan Agreement”) with Broadwood, a partnership managed by Broadwood Capital, Inc., the general partner of Broadwood. Broadwood is a significant shareholder of the Company. | ||
Pursuant to that Broadwood Loan Agreement, Broadwood made a $2,000,000 senior secured six month loan (the “Broadwood Loan”) to the Company and to CWT, as co-borrower. The Broadwood Loan bore interest at 5% per annum, ranked senior in right of payment to all other indebtedness of the Company and was due and payable in full on January 28, 2013. The Company originally intended to repay the Broadwood Loan and accrued interest from the $3.0 million in proceeds that was expected to be received from Broadwood in the fourth quarter of fiscal 2013, pursuant to the Broadwood Stock Purchase Agreement (“Broadwood SPA”) discussed below. | ||
On January 28, 2013, the maturity date of the Broadwood Loan, the Company was informed by Broadwood, that it was Broadwood’s position that one or more of the conditions precedent to its obligation to purchase the Company’s shares pursuant to the Broadwood SPA had not been satisfied and, as a result, Broadwood would not consummate that purchase and, therefore, the Company would have to repay the Broadwood Loan in cash. On February 11, 2013, the Company repaid the amounts outstanding under the Broadwood Loan Agreement in full. | ||
Stock Purchase Agreement and Stock Purchase Warrants | ||
Concurrently with the execution of the Broadwood Loan Agreement, the Company and Broadwood entered into the Broadwood SPA. That agreement provided for the purchase by Broadwood of up to 3,000,000 shares of the Company’s common stock (the “Shares”), at a price of $1.00 per Share, subject to the following conditions: (i) during the six month term of the Broadwood Loan, the Company would use its best commercial efforts to raise at least $3.0 million from the sale of additional equity securities to other investors, which could include other shareholders of the Company, and (ii) the Company remained in compliance with its covenants under the Broadwood Loan Agreement. The Broadwood SPA provided that if, at any time between July 27, 2012 and July 27, 2013, the Company sells any shares of its common stock (or sells or issues securities that are convertible or exercisable into shares of common stock) at a price less than $1.00 per share, the Company will be required to issue outright to Broadwood, without additional consideration from it, a number of additional Shares (the “Make-Whole Shares”) sufficient to reduce the per share price paid by Broadwood for the total number of the Shares and Make-Whole Shares issued under the Broadwood SPA to that lower price. | ||
As consideration for the Broadwood Loan and Broadwood’s entry into the Broadwood SPA, on July 27, 2012 the Company issued stock purchase warrants (the “Warrants”) to Broadwood entitling it to purchase up to a total of 1,704,546 shares of the Company’s common stock (the “Warrant Shares”), at a price of $1.00 per Warrant Share, at any time through July 2020. | ||
On July 27, 2012, the Company also entered into a Warrant Commitment Letter, which provided that if the Company raised less than $3.0 million from sales of equity securities to other investors during the six month term of the Broadwood Loan, then Broadwood will receive an additional Warrant (the “Additional Warrant”) entitling it to purchase, also at a price of $1.00 per share, an amount of shares of the Company’s common stock to be determined based on a formula in the Warrant Commitment Letter, with such amount not to exceed 1,000,000 additional shares (the amount of such additional shares, “Additional Warrant Shares”). The exercise price is to be adjusted if the Company completes subsequent financings at less than the current exercise price as described below. | ||
The Warrants, including the Additional Warrant, provide that if the Company sells shares of its common stock (or any securities that are convertible or exercisable into shares of Company common stock) at a price less than $1.00 per share, then, subject to certain exceptions (including grants of stock incentives and sales of shares to officers, employees or directors under the Company’s equity incentive plans and issuances of shares in business acquisitions), the exercise price of the Warrants, including the Additional Warrant, then outstanding will be reduced to that lower price and the number of Warrant Shares purchasable by Broadwood on exercise of the Warrants and the Additional Warrant will be proportionately increased. The Warrants and the Additional Warrant have been accounted for as derivative liabilities resulting from the instruments’ price protection features. | ||
The Warrants and the Additional Warrant (collectively, the “Broadwood Warrants”) also grant to Broadwood the right to require the Company (i) to register the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”) for possible resale and (ii) to include the Warrant Shares in any registration statement that the Company may file to register, under the Securities Act, the sale of Company shares for cash. | ||
As noted above, the Company was informed by Broadwood on January 28, 2013, that it was Broadwood’s position that one or more of the conditions precedent to its obligation to purchase the Company’s shares pursuant to the Broadwood SPA had not been satisfied and, as a result, Broadwood would not consummate that purchase. | ||
The Company’s position is that, contrary to Broadwood’s assertions, all of the conditions under the Broadwood SPA had been satisfied, and Broadwood’s refusal to purchase 3,000,000 shares of Company common stock, at the price of $1.00 per share, constituted a material breach by Broadwood of its obligations under the Broadwood SPA. As a result, as of the date of filing this report, the Company has not issued any Additional Warrant Shares to Broadwood and each party has reserved its rights under and with respect to the Broadwood SPA and the Broadwood Warrants. |
Note_8_Fair_Value_Measurements
Note 8 - Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Fair Value, Measurement Inputs, Disclosure [Text Block] | ' | ||||||||||||||||
8 | Fair Value Measurements | ||||||||||||||||
We follow FASB ASC 820, "Fair Value Measurements and Disclosures" (“ASC 820”), in connection with assets and liabilities measured at fair value on a recurring basis subsequent to initial recognition. The guidance applies to our derivative liabilities. We had no assets or liabilities measured at fair value on a non-recurring basis for any period reported. | |||||||||||||||||
ASC 820 requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories. We measure the fair value of applicable financial and non-financial assets based on the following fair value hierarchy: | |||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | |||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | |||||||||||||||||
The hierarchy noted above requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. | |||||||||||||||||
The fair value of our recorded derivative liabilities is determined based on unobservable inputs that are not corroborated by market data, which is a Level 3 classification. We record derivative liabilities on our balance sheet at fair value with changes in fair value recorded in our consolidated statements of operations. | |||||||||||||||||
The hierarchy noted above requires the Company to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. There were no transfers between Level 1, Level 2 and/or Level 3 during fiscal 2014. Our fair value measurements at the January 31, 2014 reporting date are classified based on the valuation technique level noted in the table below (in thousands): | |||||||||||||||||
Quoted Prices | |||||||||||||||||
in Active | Significant Other | Significant | |||||||||||||||
January 31, | Markets for | Observable | Unobservable | ||||||||||||||
Description | 2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Derivative Liabilties | $ | 2,520 | $ | - | $ | - | $ | 2,520 | |||||||||
The following outlines the significant weighted average assumptions used to estimate the fair value information presented, in connection with the conversion and anti-dilutive features embedded in the Elkhorn Secured Loan Agreement in Note 7 utilizing the Monte Carlo simulation model: | |||||||||||||||||
31-Jan-14 | |||||||||||||||||
Risk free interest rate | 0.09% | ||||||||||||||||
Average expected life (in years) | 0.83 | ||||||||||||||||
Expected volatility | 54.17% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
The following outlines the significant weighted average assumptions used to estimate the fair value information presented, in connection with our outstanding and contingent warrants issued to Broadwood as described in Note 7 utilizing the Monte Carlo simulation model: | |||||||||||||||||
31-Jan-14 | |||||||||||||||||
Risk free interest rate | 1.97% | ||||||||||||||||
Average expected life (in years) | 6.49 | ||||||||||||||||
Expected volatility | 115.59% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
The table below sets forth a summary of changes in the fair value of our Level 3 financial instruments for the fiscal year ended January 31, 2014 (in thousands): | |||||||||||||||||
Change in estimated | |||||||||||||||||
Recorded new | fair value recognized | ||||||||||||||||
February 1, | Derivative | in results of | January 31, | ||||||||||||||
Description | 2013 | Liabilities | operations | 2014 | |||||||||||||
Broadwood warrants | $ | 2,466 | $ | - | $ | (40 | ) | $ | 2,426 | ||||||||
Elkhorn conversion features | 0 | 624 | (530 | ) | 94 | ||||||||||||
$ | 2,466 | $ | 624 | $ | (570 | ) | $ | 2,520 | |||||||||
Note_9_Income_Taxes
Note 9 - Income Taxes | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||||||
9 | Income Taxes | ||||||||||||||||
Income tax expense on a consolidated basis consists of the following amounts (in thousands): | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | — | $ | — | |||||||||||||
Deferred | — | — | |||||||||||||||
State: | |||||||||||||||||
Current | 2 | 2 | |||||||||||||||
Deferred | — | — | |||||||||||||||
Foreign: | |||||||||||||||||
Current | — | — | |||||||||||||||
$ | 2 | $ | 2 | ||||||||||||||
The effective income tax rate on loss from continuing operations differs from the United States statutory income tax rates for the reasons set forth in the table below (in thousands, except percentages). | |||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Amount | Percent Pretax Income | Amount | Percent Pretax Income | ||||||||||||||
Loss from continuing operations before income taxes and discontinued operations | $ | (2,056 | ) | 100 | % | $ | (5,590 | ) | 100 | % | |||||||
Computed “expected” income tax benefit on loss from continuing operations before income taxes | $ | (699 | ) | (34 | )% | $ | (1,901 | ) | (34 | )% | |||||||
State tax, net of federal benefit | 2 | 0 | % | (301 | ) | (5 | )% | ||||||||||
Tax credits | — | 0 | % | (80 | ) | (2 | )% | ||||||||||
Change in valuation allowance | (1,074 | ) | (52 | )% | 619 | 11 | % | ||||||||||
Permanent differences | (93 | ) | (5 | )% | 969 | 17 | % | ||||||||||
Return to provision adjustments | — | 0 | % | 681 | 12 | % | |||||||||||
Change in state tax rate | 1,866 | 91 | % | ||||||||||||||
Other, net | — | 0 | % | 15 | — | ||||||||||||
Income tax expense | $ | 2 | — | $ | 2 | — | |||||||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at January 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Inventory | — | 277 | |||||||||||||||
Property and equipment, principally due to differing depreciation methods | 134 | 206 | |||||||||||||||
Accruals and reserves | 124 | 184 | |||||||||||||||
Net research and manufacturer investment credit carryforwards | 2,308 | 2,563 | |||||||||||||||
Net operating losses | 13,904 | 14,322 | |||||||||||||||
AMT credit carryforwards | 110 | 126 | |||||||||||||||
Stock based compensation | 93 | 69 | |||||||||||||||
Other | 2 | 2 | |||||||||||||||
Total gross deferred tax assets | 16,675 | 17,749 | |||||||||||||||
Less: valuation allowance | (16,675 | ) | (17,749 | ) | |||||||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||||||
We have federal and state research and experimentation credit carryforwards of $1.7 million and $2.1 million, respectively, which expire through 2032. We have a net operating loss carryforward of $40.7 million for federal and $33.6 million for state, which expire through 2033. We are reviewing whether a Section 382 ownership change may have occurred as a result of the Elkhorn transaction in fiscal 2014 (Note 7). If this transaction results in an ownership change, it would substantially limit our research and experimentation credits and net operating loss carryforwards. | |||||||||||||||||
In assessing the probability that deferred tax assets will benefit future periods, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. There was a full valuation allowance for deferred tax assets as of January 31, 2014, an decrease of $1.1 million during the fiscal year, based on management’s overall assessment of risks and uncertainties related to our future ability to realize, and hence utilize, the deferred tax assets. | |||||||||||||||||
A reconciliation of the beginning balance of our unrecognized tax benefits and the ending amount of unrecognized tax benefit is as follows (in thousands): | |||||||||||||||||
Unrecognized Tax Benefits | |||||||||||||||||
Balance at February 1, 2013 | $ | 777 | |||||||||||||||
Additions based on tax positions related to the current year | — | ||||||||||||||||
Reductions due to lapses of statute of limitations | — | ||||||||||||||||
Reductions for tax positions of prior years | — | ||||||||||||||||
Balance at January 31, 2014 | $ | 777 | |||||||||||||||
The unrecognized tax benefits recorded above, if reversed, would not impact our effective tax rate since we maintain a full valuation allowance against our deferred tax asset. We recognize interest and penalties associated with unrecognized tax benefits in the income tax expense line item of the consolidated statement of operations. | |||||||||||||||||
We and our subsidiary, CWT, file income tax returns in the U.S. federal jurisdiction and in certain state jurisdictions. With few exceptions, we are no longer subject to U.S. federal examinations or state income tax examinations by tax authorities for years before 2009 in those jurisdictions where returns have been filed. |
Note_10_Stock_Compensation
Note 10 - Stock Compensation | 12 Months Ended | ||||||||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||||||||
10 | Stock Compensation | ||||||||||||||||||||||
We have stock-based compensation plans under which outside directors, consultants, and employees are eligible to receive stock options and other equity-based awards. The stock option plans and a director stock option plan provide that officers, key employees, directors and consultants may be granted options to purchase up to 2,675,000 shares of our common stock at not less than 100 percent of the fair market value at the date of grant, unless the grantee is a 10 percent shareholder, in which case the price must not be less than 110 percent of the fair market value. | |||||||||||||||||||||||
The Company’s former employee stock option plan (the “Prior Employee Plan”) expired during May 2005. As a result, no new options could be granted under the plan thereafter. This plan provided for the issuance of up to 825,000 shares of common stock. As of January 31, 2013, the Prior Employee Plan had 25,000 stock options outstanding. During December 2005, the Board of Directors approved and adopted the Company’s 2005 Equity Incentive Plan (the “2005 Plan”) covering 450,000 shares of common stock. The 2005 Plan was approved by the Company’s shareholders at its annual shareholders’ meeting in June 2006, and subsequently amended at its annual shareholders’ meeting in June 2008 to increase the number of shares issuable under the plan from 450,000 to 1,100,000 shares. In July 2011, the Company’s shareholders approved the 2011 Equity Incentive Plan (the “2011” Plan) covering 750,000 shares of common stock, as well as the shares that remained available for issuance under the 2005 Plan plus shares that were the subject of outstanding awards under the 2005 Plan, which again become available for grant under that plan. Thus, the 2011 Plan combines the 2011 Plan and the 2005 Plan. Under the 2011 Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units, and performance based awards to employees, consultants and directors. In addition, under the 2011 Plan, awards vest or become exercisable in installments determined by the compensation committee of our Board of Directors. The options granted under Prior Employee Plan expire as determined by the committee, but no later than ten years and one week after the date of grant (five years for 10 percent shareholders). The options granted under the 2011 and 2005 Plan expire as determined by the committee, but no later than ten years after the date of grant (five years for 10 percent shareholders). | |||||||||||||||||||||||
During fiscal 2014, 420,000 restricted stock shares were granted and no stock options were granted. The fair value of the restricted stock shares granted during fiscal 2014 was estimated using the stock price on the date of the grant of $0.18 and a forfeiture rate of 8.2 percent. During fiscal 2013, 300,000 restricted stock units were granted and 465,000 stock options were granted. The fair value of the restricted stock units granted during fiscal 2012 was estimated using the stock price on the date of the grant of $0.16 and a forfeiture rate of 10.63 percent. | |||||||||||||||||||||||
The fair value of stock options is determined using a Lattice Binomial model for options with performance-based vesting tied to our stock price and the Black-Scholes valuation model for options with ratable term vesting. Both the Lattice Binomial and Black-Scholes valuation model require the input of subjective assumptions including estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the common stock price over the expected term, and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). Changes in these subjective assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related amount recognized as an expense on the consolidated statements of operations. We review our valuation assumptions at each grant date and, as a result, are likely to change our valuation assumptions used to value stock-based awards granted in future periods. The values derived from using either the Lattice Binomial or Black-Scholes model are recognized as expense over the vesting period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. Actual results, and future changes in estimates, may materially differ from our current estimates. | |||||||||||||||||||||||
The stock-based compensation expense recognized under ASC Topic 718 is summarized in the table below (in thousands except per share amounts): | |||||||||||||||||||||||
Years Ended | |||||||||||||||||||||||
January 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Stock-based compensation expense | $ | 77 | $ | 159 | |||||||||||||||||||
Impact on basic and diluted earnings per share | $ | (0.01 | ) | $ | (0.02 | ) | |||||||||||||||||
The total compensation cost related to nonvested awards not yet recognized is approximately $18,200, which will be expensed over a weighted average remaining life of 14 months. | |||||||||||||||||||||||
The fair value of the 465,000 options granted under our stock option plans during fiscal 2013 was estimated on the date of grant using the following weighted average assumptions: | |||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||
31-Jan-13 | |||||||||||||||||||||||
Weighted average risk-free interest rate | 0.70% | ||||||||||||||||||||||
Expected life (in years) | 5.5 | ||||||||||||||||||||||
Expected stock volatility | 121% | ||||||||||||||||||||||
Dividend yield | None | ||||||||||||||||||||||
Expected forfeitures | 8.20% | ||||||||||||||||||||||
Transactions and other information related to stock options granted under these plans for the years ended January 31, 2014 and 2013 are summarized below: | |||||||||||||||||||||||
Outstanding Options | |||||||||||||||||||||||
Weighted-Ave. | |||||||||||||||||||||||
Number of | Exercise | ||||||||||||||||||||||
Shares | Price | ||||||||||||||||||||||
Balance, February 1, 2012 | 380,000 | $ | 3.93 | ||||||||||||||||||||
Options granted | 465,000 | 0.4 | |||||||||||||||||||||
Options canceled or expired | (80,500 | ) | 7.9 | ||||||||||||||||||||
Options exercise | - | - | |||||||||||||||||||||
Balance, January 31, 2013 | 764,500 | $ | 1.48 | ||||||||||||||||||||
Options granted | - | ||||||||||||||||||||||
Options canceled or expired | (126,000 | ) | 2.77 | ||||||||||||||||||||
Options exercise | - | ||||||||||||||||||||||
Balance, January 31, 2014 | 638,500 | $ | 1.22 | ||||||||||||||||||||
Stock Options Exercisable at January 31, 2014 | 591,100 | $ | 1.23 | ||||||||||||||||||||
Transactions and other information related to restricted stock units (“RSU’s”) granted under these plans for the years ended January 31, 2014 and 2013 are summarized below: | |||||||||||||||||||||||
Outstanding Restricted | |||||||||||||||||||||||
Stock Units | |||||||||||||||||||||||
Weighted-Ave. | |||||||||||||||||||||||
Number of | Exercise | ||||||||||||||||||||||
Shares | Price | ||||||||||||||||||||||
Balance, February 1, 2012 | 293,651 | $ | 3.93 | ||||||||||||||||||||
RSUs granted | 300,000 | 0.4 | |||||||||||||||||||||
RSUs canceled or expired | (42,480 | ) | 7.9 | ||||||||||||||||||||
RSUs exercise | (246,845 | ) | 0.28 | ||||||||||||||||||||
Balance, January 31, 2013 | 304,326 | $ | 1.48 | ||||||||||||||||||||
RSUs canceled or expired | (112,700 | ) | 0.16 | ||||||||||||||||||||
RSUs exercise | (191,626 | ) | 0.16 | ||||||||||||||||||||
Balance, January 31, 2014 | - | $ | - | ||||||||||||||||||||
The RSU’s canceled or expired in the table above represent the difference between the number of shares awarded and the number issued because the recipient elected a net award to cover personal income taxes. | |||||||||||||||||||||||
Transactions and other information related to restricted stock granted under these plans for the year ended January 31, 2014 are summarized below: | |||||||||||||||||||||||
Outstanding Restricted Stock | |||||||||||||||||||||||
Number of Shares | Weighted-Average | ||||||||||||||||||||||
Stock Price | |||||||||||||||||||||||
on Grant Date | |||||||||||||||||||||||
Balance, January 31, 2013 | - | $ | - | ||||||||||||||||||||
Restricted Stock Granted | 420,000 | 0.18 | |||||||||||||||||||||
Restricted Stock Forfeited | - | - | |||||||||||||||||||||
Balance, January 31, 2014 | 420,000 | $ | 0.18 | ||||||||||||||||||||
At January 31, 2014 and 2013, the stock awards outstanding had no intrinsic value based upon closing market price of $0.17 per share, respectively. | |||||||||||||||||||||||
The following table summarizes information about stock awards outstanding at January 31, 2014: | |||||||||||||||||||||||
Awards Outstanding | Options Exercisable | ||||||||||||||||||||||
Range of | Number | Weighted-Ave. | Weighted-Ave. | Number | Weighted-Ave. | ||||||||||||||||||
Exercise/Grant Prices | Outstanding | Remaining | Exercise/Grant Price | Exercisable | Exercise Price | ||||||||||||||||||
Contractual Life | |||||||||||||||||||||||
$0.40 | 465,000 | 8.7 | $ | 0.4 | 465,000 | $ | 0.4 | ||||||||||||||||
$1.09 | - | $1.20 | 118,500 | 9.65 | 1.11 | 71,100 | 1.11 | ||||||||||||||||
$4.90 | 15,000 | 4.08 | 4.9 | 15,000 | 4.9 | ||||||||||||||||||
$8.38 | - | $10.43 | 40,000 | 3.4 | 9.78 | 40,000 | 9.78 | ||||||||||||||||
638,500 | 1.22 | 591,100 | 1.23 | ||||||||||||||||||||
There were 591,100 stock options exercisable at January 31, 2014 at a weighted-average exercise price of $1.23. Shares available under the plans for future grants at January 31, 2014 were 35,224. |
Note_11_Loss_Per_Share
Note 11 - Loss Per Share | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share [Text Block] | ' | ||||||||
11 | Loss Per Share | ||||||||
We calculate basic loss per share by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share reflect the effects of potentially dilutive securities. Because we incurred net losses for the fiscal years ended January 31, 2014 and 2013, basic and diluted loss per share were the same because the inclusion of 108,000 and 330,000, as of January 31, 2014 and 2013, respectively, potential common shares related to outstanding stock awards in the calculation would have been antidilutive. The summary of the basic and diluted earnings per share computations is as follows (in thousands, except per share data): | |||||||||
Years Ended January 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (2,058 | ) | $ | (5,592 | ) | |||
Basic net loss per share: | |||||||||
Weighted-average shares outstanding-Basic | 14,397 | 7,545 | |||||||
Basic net loss per share | $ | (0.14 | ) | $ | (0.74 | ) | |||
Diluted net loss per share: | |||||||||
Weighted average shares outstanding - basic | 14,397 | 7,545 | |||||||
Weighted average shares outstanding - diluted | 14,397 | 7,545 | |||||||
Diluted loss per share | $ | (0.14 | ) | $ | (0.74 | ) | |||
Note_12_Employee_Benefit_Plans
Note 12 - Employee Benefit Plans | 12 Months Ended | |
Jan. 31, 2014 | ||
Disclosure Text Block Supplement [Abstract] | ' | |
Compensation and Employee Benefit Plans [Text Block] | ' | |
12 | Employee Benefit Plans | |
We have a Savings and Retirement Plan (the “Plan”) that provides benefits to eligible employees. Under the Plan, as amended and restated effective February 1, 2012, employees are eligible to participate on the first of the month following 30 days of employment, provided they are at least 18 years of age, by contributing between 1 percent and 20 percent of pre-tax earnings. Company contributions match employee contributions at levels as specified in the Plan document. In addition, we may contribute a portion of our net profits as determined by our Board of Directors. Participants are vested immediately in their voluntary contributions plus actual earnings thereon. Company contributions plus actual earnings thereon generally vest ratably over a four year period. Company contributions, which consist of matching contributions, with respect to the Plan for the years ended January 31, 2014 and 2013 were approximately $21,000 and $33,000, respectively. During fiscal 2014 and fiscal 2013, we made matching contributions of $21,000 and $14,000 respectively, through forfeited matching funds previously contributed to the Plan. | ||
We have obligations to match employee contributions made to the Plan. Generally, our obligation is equal to 100 percent of up to 5 percent of employees’ contribution amounts. If we are unable to meet the requisite matching, the Plan may need to be amended. |
Note_13_Commitments_and_Contin
Note 13 - Commitments and Contingencies | 12 Months Ended | ||||
Jan. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
13 | Commitments and Contingencies | ||||
Rental commitments under non-cancelable operating leases, principally on our office space, were 0.7 million at January 31, 2014, payable as follows (in thousands): | |||||
Operating Leases | |||||
Fiscal Year: | |||||
2015 | $ | 248 | |||
2016 | 256 | ||||
2017 | 152 | ||||
Total minimum lease payments | $ | 656 | |||
Rental expense for the years ended January 31, 2014 and 2013 was approximately $0.3 million. The lease may be terminated at our option in June 2014 and includes an early termination penalty. We continue to evaluate options including but not limited to subleasing the facility space or terminating lease after June 30, 2014. | |||||
Purchase Commitments with Suppliers | |||||
The Company has historically issued purchase orders to its suppliers with delivery dates from four to six weeks from the purchase order date. In addition, the Company has typically provided significant suppliers with rolling six-month forecasts of material and finished goods requirements for planning and long-lead time parts procurement purposes only. The Company generally accepts delivery of materials pursuant to its purchase orders subject to various contract provisions that allow it to delay receipt of such order or allow it to cancel orders beyond certain agreed lead times. Such cancellations may or may not include cancellation costs payable by the Company. In the past, the Company has been required to take delivery of materials from its suppliers that were in excess of its requirements and the Company has previously recognized charges and expenses related to such excess material. In the third quarter of fiscal 2014, we began the process of cancelling purchase orders beyond the forecasted unit volume contained in Lenovo’s rolling forecast upon the receipt of their notification that it will cease purchasing our product and as a result of the termination of the Lenovo relation will not longer be a purchasing material (See Note 2). | |||||
Executive Severance Commitments | |||||
We have a severance compensation agreement with our key executive. This agreement requires us to pay this executive, in the event of a termination of employment following a change of control of the Company or other circumstances, the amount of his then current annual base salary and the amount of any bonus amount the executive would have achieved for the year in which the termination occurs plus the acceleration of unvested options. We have not recorded any liability in the consolidated financial statements for this agreement. | |||||
Although the contemplated sale of shares of common stock and the issuance of the Warrants and possible issuance of the Additional Warrant Shares by the Company to Broadwood could result in a change of control for purposes of the severance compensation agreements, the executive who is party to this agreement has waived his right to receive payments under this agreement in the event that a change of control occurs as a result of the sale of shares and the issuance of Warrants and Additional Warrants to Broadwood. | |||||
Additionally, as a result of the Company’s sale of the 6,250,000 shares of common stock to Elkhorn Partners Limited Partnership (“Elkhorn”), subsequent to fiscal year end (see Note 14), Elkhorn’s beneficial ownership of the Company has increased from approximately 9% to approximately 49% of the Company’s outstanding voting stock, making Elkhorn the Company’s largest shareholder and resulting in a change of control of for purposes of the severance compensation agreement. The executive who is party to this agreement has waived his right to receive payments under this agreement as a result of the change in Elkhorn’s beneficial ownership of the Company. | |||||
Letter of Credit | |||||
During the first quarter of fiscal 2010, the Company obtained a $77,000 letter of credit from Silicon Valley Bank (“SVB”) to allow for continuous and unlapsed compliance with a lease provision for the Company’s corporate offices. The letter of credit expires on August 1, 2014. | |||||
Executive and Board of Directors Compensation | |||||
On November 2, 2013, the Company approved a deferred compensation plan for its Chief Executive Officer and Board of Directors. As of January 31, 2014, no compensation expense has been accrued under this deferred compensation plan as its goal was not achieved. | |||||
Legal Contingencies | |||||
On April 26, 2011, Chicony, the contract manufacturer of the Bronx product that was the subject of a product recall, filed a complaint against us for breach of contract, seeking payment of $1.2 million for the alleged non-payment by us of amounts alleged by Chicony to be due it for products purchased from it by the Company. We denied liability and filed a cross-complaint on May 13, 2011 seeking the recovery of damages of $4.9 million caused by Chicony's failure to adhere to our technical specifications when manufacturing the Bronx product, which we believe resulted in the recall of the product. On April 16, 2013, the court approved our first-amended cross-complaint, which added intentional interference to our complaint and increased the damages we were seeking to at least $15.0 million. The trial date was held in October, 2013. In an effort to resolve this litigation before the previous trial date of April, 2013, we sent Chicony a settlement offer, which has since lapsed. On February 4, 2014, a jury returned a verdict in our favor and awarded us damages of approximately $10.8 million, offset by previously accrued liabilities of $1.1 million for a net award of approximately $9.7 million. Because the award may be appealed, we will not recognize the award in our financial statements until the award is realized per applicable accounting standards. If and once realized, a portion of our award may be payable to our attorneys pursuant to an alternative professional fee arrangement. In addition, we may be entitled to reimbursement of attorney’s and other fees pending final judgment. Together, these matters may increase or decrease the net financial impact of this verdict on the Company. If and once realized, we anticipate that the award will reduce our accumulated deficit and provide us with a cash infusion. We continue to explore opportunities to expand, protect, and monetize our patent portfolio, and we look forward to the possibility of using a portion of the award to expand and accelerate these efforts. | |||||
On September 1, 2011, subsequent to receiving an infringement notification from us, ACCO Brands USA LLC and its Kensington Computer Products Group division (collectively “Kensington”) filed a lawsuit against us alleging that five of our patents relating to power technology are invalid and/or not infringed by products made and/or sold by Kensington. On February 29, 2012, we denied these claims and filed a cross-complaint alleging infringement by Kensington of each of these five patents. A number of these patents are currently the subject of re-examination proceedings initiated by Kensington or other third parties. On February 4, 2014, Kensington entered into a settlement and licensing agreement with the Company with an effective date of February 1, 2014 that dismisses all claims between the two parties arising from the litigation referenced above. | |||||
On March 6, 2012, we filed a lawsuit against EDAC Power Electronics Co. Ltd (“EDAC”) for breach of contract seeking payment of $2.5 million for the failure to deliver goods ordered by us in the time, place, manner and price indicated by each purchase order. As previously reported, the parties entered into a Settlement Agreement on July 24, 2012, ending the litigation between the parties. The settlement involved no cash payments by either of the parties, but allowed us to recover previously incurred product and freight costs and to discharge net liabilities of $1.4 million from our consolidated balance sheet that would otherwise have been due to EDAC had it prevailed in the lawsuit. The settlement resulted in a decrease to cost of revenue of $1.4 million during the fiscal year ended January 31, 2013. | |||||
In addition to the pending matters described above, we are, from time to time, involved in various legal proceedings incidental to the conduct of our business. We are unable to predict the ultimate outcome of these matters. |
Note_14_Subsequent_Events
Note 14 - Subsequent Events | 12 Months Ended | |
Jan. 31, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
14 | Subsequent Events | |
On March 10, 2014, we filed a lawsuit against Targus for patent infringement, breach of contract, intentional interference with contract, violation of business and professional codes, misrepresentation and fraudulent concealment. | ||
On February 4, 2014, in regards to the Chicony matter, a jury returned a verdict in our favor and awarded us damages of approximately $10.8 million, offset by previously accrued liabilities of $1.1 million for a net award of approximately $9.7 million. Because the award may be appealed, we will not recognize the award in our financial statements until the award is realized per applicable accounting standards. If and once realized, a portion of our award may be payable to our attorneys pursuant to an alternative professional fee arrangement. In addition, we may be entitled to reimbursement of attorney’s and other fees pending final judgment. Together, these matters may increase or decrease the net financial impact of this verdict on the Company. If and once realized, we anticipate that the award will be used to reduce our accumulated deficit and provide us with a cash infusion. We continue to explore opportunities to expand, protect, and monetize our patent portfolio, and we look forward to the possibility of using a portion of the award to expand and accelerate these efforts. | ||
On February 4, 2014, in regards to the Kensington matter, weentered into a settlement and licensing agreement with Kensington with an effective date of February 1, 2014 that dismisses all claims between the two parties arising from the litigation referenced above. |
Schedule_II_Valuation_And_Qual
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | ' | ||||||||||||||||||||
COMARCO, INC. AND SUBSIDIARY | |||||||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
Years Ended January 31, 2014 and 2013 | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Balance at Beginning of Year | Charged to Cost and Expense (Recovery) | Deductions | Other Changes Add (Deduct) | Balance at | |||||||||||||||||
End of Year | |||||||||||||||||||||
Allowance for doubtful accounts and provision for unbilled receivables (deducted from accounts receivable): | |||||||||||||||||||||
Year ended January 31, 2014 | $ | 24 | $ | 16 | $ | — | $ | — | $ | 40 | |||||||||||
Year ended January 31, 2013 | $ | 87 | $ | (38 | ) | $ | (25 | ) | $ | — | $ | 24 | |||||||||
Allowance for deferred tax assets: | |||||||||||||||||||||
Year ended January 31, 2014 | $ | 17,749 | $ | — | $ | — | $ | (1,074 | ) | $ | 16,675 | ||||||||||
Year ended January 31, 2013 | $ | 17,130 | $ | — | $ | — | $ | 619 | $ | 17,749 | |||||||||||
Reserve for obsolete inventory: | |||||||||||||||||||||
Year ended January 31, 2014 | $ | 631 | $ | — | $ | — | $ | (631 | ) | $ | — | ||||||||||
Year ended January 31, 2013 | $ | 1,792 | $ | — | $ | — | $ | (1,161 | ) | $ | 631 | ||||||||||
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Jan. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation | |
Our consolidated financial statements include the accounts of Comarco, Inc. and CWT. All material intercompany balances, transactions, and profits have been eliminated. | |
Liquidity Disclosure [Policy Text Block] | ' |
Future Operations, Liquidity and Capital Resources | |
We have experienced substantial operating losses for fiscal years ended January 31, 2014 and 2013 totaling approximately $2.1 million and $5.6 million, respectively. The consolidated financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our consolidated financial statements do not reflect any adjustments related to the outcome of this uncertainty. Our future is highly dependent on our ability to successfully resolve our current litigation, capitalize on our portfolio of patents, generate positive cash flows and obtain borrowings or raise capital to meet our liquidity needs. | |
Our business during fiscal year 2014 and 2013 was almost entirely driven by sales of our products to Lenovo. However, as previously announced in August 2013, Lenovo notified us of their intention to cease offering our Constellation product, the power adapter we designed and developed for Lenovo and terminated its relationship with us. We completed shipping product to Lenovo during our third fiscal quarter. As a result of this decision by Lenovo, we generated de minimus revenue in our fourth fiscal quarter ended January 31, 2014. The loss of Lenovo as a customer will have a material adverse impact on our future results of operations. We have reduced and/or eliminated certain operating expenses to minimize future losses and cash burn and will continue our efforts in this regard. Comarco is currently analyzing and will continue to analyze a range of alternatives to build and/or preserve value for its stakeholders, including, but not limited to, exploring additional investment and incremental financing from current and/or new investors, the engagement of advisors to assist in exploring strategic options for us as well as identifying potential partnerships for the purpose of monetizing some or all of the our patent portfolio and past, present, and future infringement claims. There can be no assurances that we will be successful in implementing any of these alternatives, or if implemented, that any of these alternatives will successfully preserve or increase shareholder value. | |
In February 2014, two of our ongoing litigation matters were resolved. In the Chicony matter, on February 4, 2014, a jury returned a verdict in our favor and awarded us damages of approximately $10.8 million, offset by previously accrued liabilities of $1.1 million for a net award of approximately $9.7 million. Because the award may be appealed, we will not recognize the award in our financial statements until the award is realized. If and once realized, a portion of our award may be payable to our attorneys pursuant to an alternative professional fee arrangement. In addition, we may be entitled to reimbursement of attorney’s and other fees pending final judgment. Together, these matters may increase or decrease the net financial impact of this verdict on the Company. Also on February 4, 2014, Comarco and Kensington entered into a settlement and licensing agreement with an effective date of February 1, 2014 that dismisses all claims between the two parties arising from the litigation. | |
Our patent portfolio covering key technical aspects of our products could potentially generate a future revenue stream based upon royalties paid to us by others for the use of some or all of our patents in third party products. We are currently exploring opportunities to expand, protect, and monetize our patent portfolio, including through the sale or licensing of our patent portfolio. In the future, we may resume our traditional activities, if and when possible. | |
We had negative working capital totaling approximately $7.8 million at January 31, 2014, of which $2.5 million relates to the fair value of derivative liabilities. In order for us to conduct our business for the next twelve months, to continue operations thereafter and to be able to discharge our liabilities and commitments in the normal course of business, we must raise additional funds, through the sale or licensing of our patent portfolio, obtain additional debt and/or equity financing or prevail in our ongoing litigation to meet our working capital needs. There is no assurance that we will succeed in the sale or licensing of our patent portfolio or raise additional financing and if we are not successful doing so, we may have to evaluate other alternatives or partially, or entirely, cease our operations. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the years reported. Actual results could materially differ from those estimates. | |
Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of long-lived assets, allowance for doubtful accounts, valuation allowances for deferred tax assets, valuation of derivative liabilities and determination of stock-based compensation. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
Revenue from product sales was recognized upon shipment of products provided there were no uncertainties regarding customer acceptance, persuasive evidence of an arrangement existed, the sales price was fixed or determinable, and collectability was probable. Generally, our products were shipped FOB named point of shipment, whether it was Lake Forest, which was the location of our corporate headquarters, or China, the shipping point for most of our contract manufacturers. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
All highly liquid investments with original maturity dates of three months or less when acquired are classified as cash and cash equivalents. The fair value of cash and cash equivalents approximates the amounts shown in the consolidated financial statements. Cash and cash equivalents are generally maintained in uninsured accounts, typically Eurodollar deposits with daily liquidity, which are subject to investment risk including possible loss of principal invested. | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash | |
Our restricted cash balances are secured by separate bank accounts and represent i) a $77,000 letter of credit that serves as the security deposit for our corporate office lease and ii) $5,000 which serves as collateral for credit card chargebacks associated with our internet website. | |
Accounts Receivable from Customers Policy Text Block | 'Accounts Receivable due from CustomersOur management monitors collections and payments from our customers and maintains a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. Management analyzes specific customer accounts and establishes reserves for uncollectible receivables based upon specific identification of account balances that have indications of uncertainty of collection. Indications of uncertainty of collections may include the customer's inability to pay, customer dissatisfaction, or other factors. Significant management judgments and estimates must be made and used in connection with establishing the allowance for doubtful accounts in any accounting period. Because our accounts receivable are concentrated in a relatively few number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectability of our accounts receivable and our future operating results. |
Accounts Receivable from Suppliers [Policy Text Block] | 'Accounts Receivable due from SuppliersOftentimes we were able to source components locally that we later sold to our contract manufacturers, who built the finished goods, and other suppliers. This was especially the case when new products were initially introduced into production. Sales to our contract manufacturers (or "CMs") and other suppliers were excluded from revenue and were recorded as a reduction to cost of revenue. During fiscal 2013, our relationship with Power System Technologies, Ltd. (formerly Flextronics Electronics) the CM who builds the product we sell to Lenovo transitioned from a relationship where we directly sourced just a few components in the bill of material to a process where we directly sourced all of the component parts in the bill of material. |
Inventory, Policy [Policy Text Block] | ' |
Inventory | |
Inventory is valued at the lower of cost (calculated on average cost, which approximates first-in, first-out basis) or market value. We regularly review inventory quantities on hand and record a write down of excess and obsolete inventory based primarily on excess quantities on hand based upon historical and forecasted component usage. As of January 31, 2014, we no longer had any inventory on hand. | |
Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and Equipment | |
Property and equipment are stated at cost less accumulated depreciation and amortization. Additions, improvements, and major renewals are capitalized; maintenance, repairs, and minor renewals are expensed as incurred. Depreciation and amortization is calculated on a straight-line basis over the expected useful lives of the property and equipment. The expected useful lives of office furnishings and fixtures are five to seven years, and of equipment and purchased software are two to five years. The expected useful life of tooling equipment, molds used for pre-production and mass production of our power adapters, is 18 months. The expected useful life of leasehold improvements, which is included in office furnishings and fixtures, is the lesser of the term of the lease or five years. | |
We evaluate property and equipment for impairment when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. Factors considered important which could trigger an impairment review include, but are not limited to, significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of use of the assets or the strategy for our overall business, and significant negative industry or economic trends. If such assets are identified to be impaired, the impairment to be recognized is the amount by which the carrying value of the asset exceeds the fair value of the asset. We did not experience any changes in our business or circumstances to require an impairment analysis nor did we recognize any impairment charges during the fiscal years ended January 31, 2014 and 2013. | |
Assets to be disposed of are separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. | |
Research, Development, and Computer Software, Policy [Policy Text Block] | ' |
Research and Development Costs | |
Research and development costs are charged to expense as incurred and are reported as engineering and support costs. During fiscal 2014 and fiscal 2013, we incurred approximately $0.4 million and $0.9 million in research and development expense, respectively. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
As part of the process of preparing our consolidated financial statements, we are required to estimate our provision for income taxes in each of the tax jurisdictions in which we conducts business. This process involves estimating our actual current tax expense in conjunction with the evaluation and measurement of temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary timing differences result in the establishment of deferred tax assets and liabilities, which are recorded on a net basis and included in our consolidated balance sheets. On a periodic basis, we assess the probability that our net deferred tax assets, if any, will be recovered. If after evaluating all of the positive and negative evidence, we conclude that it is more likely than not that we will not recover some portion or all of the net deferred tax assets, a valuation allowance is provided with a corresponding charge to tax expense to reserve the portion of the deferred tax assets which are estimated to be more likely than not to be realized. | |
Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any required valuation allowance. We continue to maintain a full valuation allowance on the entire deferred tax asset balance. This valuation allowance was established based on management’s overall assessment of risks and uncertainties related to our future ability to realize, and hence, utilize certain deferred tax assets, primarily consisting of net operating loss carry forwards and temporary differences. Due to the current and prior years’ operating losses, the adjusted net deferred tax assets remain fully reserved as of January 31, 2014. | |
We apply the uncertain tax provisions of the Income Taxes Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “Codification”), which interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The topic also provides guidance on de-recognition, classification, interest, and penalties, accounting in interim periods, disclosure, and transition. | |
During fiscal 2014, we recorded a net loss of $2.1 million and recorded income tax expense of $1,600, which represents the minimum tax due in the state of California. The net deferred tax asset of $16.7 million at January 31, 2014, $1.1 million of which relates to net operating losses created in fiscal 2014, continues to be fully reserved. | |
During fiscal 2013, we recorded a net loss of $5.6 million and recorded income tax expense of $1,600, which represents the minimum tax due in the state of California. The net deferred tax asset of $17.7 million at January 31, 2013, $1.9 million of which relates to net operating losses created in fiscal 2013, continues to be fully reserved. | |
Advertising Costs, Policy [Policy Text Block] | ' |
Advertising | |
Advertising costs are expensed as incurred. We began advertising late in the fourth quarter of fiscal 2012 in order to drive internet users to visit our website, www.chargesource.com, and ultimately make a purchase. Advertising incurred during fiscal 2014 and 2013 totaled approximately $2,000 and $23,000, respectively. | |
Standard Product Warranty, Policy [Policy Text Block] | ' |
Warranty Costs | |
We provide limited warranties for products for a period generally not to exceed 24 months. We accrue for the estimated cost of warranties at the time revenue is recognized. The accrual is consistent with our actual claims experience. Should actual warranty claim rates differ from our estimates, revisions to the liability would be required. | |
Derivatives, Policy [Policy Text Block] | ' |
Derivative Liabilities | |
A derivative is an instrument whose value is “derived” from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company has entered into certain financing transactions in fiscal 2013 that involve financial equity instruments containing certain features that have resulted in the instruments being deemed derivatives. The Company may engage in other similar complex financing transactions in the future, but not with the intention to enter into derivative instruments. Derivatives are measured at fair value using the Monte Carlo simulation pricing model and marked to market through earnings. However, such new and/or complex instruments may have immature or limited markets. As a result, the pricing models used for valuation of derivatives often incorporate significant estimates and assumptions. Changes in these subjective assumptions can materially affect the estimate of the fair value of derivative liabilities and, consequently, the related amount recognized as loss due to change in fair value of derivative liabilities on the consolidated statement of operations. Furthermore, depending on the terms of a derivative, the valuation of derivatives may be removed from the financial statements upon exercise or conversion of the underlying instrument into some other security. | |
We evaluate free-standing derivative instruments to properly classify such instruments within stockholders’ equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. | |
The classification of a derivative instrument is reassessed at each balance sheet date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. | |
During the second quarter of fiscal 2013, we adopted the guidance, as codified in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, that requires us to apply a two-step model in determining whether a financial instrument or an embedded feature is indexed to our own stock and thus enables it to qualify for equity classification. The warrants issued to Broadwood Partners, L.P. (“Broadwood”) contain provisions that adjust the exercise price in the event of certain dilutive issuance of our securities (see Note 7). Accordingly, the Company considered the warrants to be subject to price protection and classified them as derivative liabilities at the date of issuance with a fair value of $1.4 million and a corresponding discount to the underlying loan payable (see Note 8). Additionally, during the first quarter of fiscal 2014, we entered into a Loan Agreement with Elkhorn Partners Limited Partnership (“Elkhorn”) which contains convertible provisions that allow Elkhorn to convert the loan into common stock. The conversion price may be adjusted in the event of certain dilutive issuance of our securities. Accordingly, the Company considered the convertible debt to be subject to price protection and created a discount to the underlying loan payable and classified that value as derivative liabilities at the date of issuance with a fair value of $0.6 million (see Note 8). | |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentrations of Credit Risk | |
Our cash and cash equivalents are principally on deposit in a non-insured short-term asset management account at a large financial institution. Accounts receivable potentially subject us to concentrations of credit risk. We generally do not require collateral for accounts receivable. When required, we maintain allowances for credit losses, and to date such losses have been within management’s expectations. Once a specific account receivable has been reserved for as potentially uncollectible, our policy is to continue to pursue collections for a period of up to one year prior to recording a receivable write-off. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Loss Per Common Share | |
Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period excluding the dilutive effect of potential common stock, which for us consists solely of stock awards. Diluted earnings per share reflects the dilution that would result from the exercise of all dilutive stock awards outstanding during the period. The effect of such potential common stock is computed using the treasury stock method (see Note 11). | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
We grant stock awards, restricted stock and restricted stock units for a fixed number of shares to employees, consultants, and directors with an exercise or grant price equal to the fair value of the shares at the date of grant. | |
We account for stock-based compensation using the modified prospective method, which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments | |
Our financial instruments include cash and cash equivalents, accounts receivable due from customers and suppliers, accounts payable, accrued liabilities, a short-term loan and derivative liabilities. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities are considered to be representative of their respective fair values because of the short-term nature of those instruments. The carrying amount of our loan, net of discount, approximates fair value since the loan balance is derived from the valuation of the derivative liabilities discussed below. The fair value of the derivative liabilities, which are comprised of the warrants issued/issuable to Broadwood and conversion and anti-dilutive features embedded in the Elkhorn Convertible Note, at January 31, 2014 and 2013 was $2.5 million. Warrants and the conversion features classified as derivative liabilities are reported at their estimated fair value, with changes in fair value being reported in current period results of operations. | |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | ' |
Legal expense classification | |
Our legal expenses are classified in either selling, general, and administrative expenses or engineering and support expenses depending on the nature of the legal expense. All legal expenses incurred related to our intellectual property, including associated litigation expense and maintenance of our patent portfolio, are included in engineering and support expenses in our consolidated statement of operations. The legal expenses included in engineering and support expenses decreased approximately $1.2 million during the year ended January 31, 2014, when compared to the prior fiscal year. The decrease in legal expenses during fiscal 2014 is predominantly due to alternative fee arrangements we entered into with our legal counsel regarding the Chicony case and our other ongoing infringement and enforcement litigation matters. All other legal expenses, including all other litigation expense and public company legal expense are included in selling, general, and administrative expenses in our consolidated statement of operations. The legal expense included in selling, general and administrative expenses during fiscal 2014 and fiscal 2013 was $0.7 million and $0.6 million, respectively. | |
Reclassification, Policy [Policy Text Block] | ' |
Reclassifications | |
Certain prior period balances have been reclassified to conform to the current period presentation. | |
Subsequent Events, Policy [Policy Text Block] | ' |
Subsequent Events | |
Management has evaluated events subsequent to January 31, 2014 through the date the accompanying consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events that may require adjustment of and/or disclosure in such financial statements (see Note 14). |
Note_3_Customer_and_Supplier_C1
Note 3 - Customer and Supplier Concentrations (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Note 3 - Customer and Supplier Concentrations (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Revenue: | |||||||||||||||||
Asia-Pacific | $ | 4,319 | 98 | % | 6,238 | 98 | % | ||||||||||
North America | 73 | 2 | % | $ | 78 | 1 | % | ||||||||||
Europe | 37 | 1 | % | 22 | 0 | % | |||||||||||
$ | 4,429 | 100 | % | $ | 6,338 | 100 | % | ||||||||||
Schedule of Accounts Receivable by Major Customers by Reporting Segments [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts receivable due from customers | $ | - | 0 | % | $ | 1,307 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Lenovo Information Products Co., Ltd. | $ | - | 0 | % | 1,291 | 99 | % | ||||||||||
Dell Inc. and affililates | - | 0 | % | - | 0 | % | |||||||||||
$ | - | 0 | % | $ | - | 0 | % | ||||||||||
Schedule of Accounts Receivable by Major Suppliers by Reporting Segments [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts receivable due from suppliers | $ | 128 | 100 | % | $ | 1,156 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Power Systems Technologies, Ltd. | $ | - | 0 | % | $ | 1,008 | 87 | % | |||||||||
Zheng Ge Electrical Co., Ltd. | 122 | 95 | % | 122 | 11 | % | |||||||||||
$ | 122 | 95 | % | $ | 1,130 | 98 | % | ||||||||||
Equity Method Investments [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total gross accounts payable | $ | 4,363 | 100 | % | $ | 3,688 | 100 | % | |||||||||
Supplier and vendor concentration: | |||||||||||||||||
Chicony Power Technology, Co. Ltd. | $ | 1,100 | 25 | % | $ | 1,100 | 30 | % | |||||||||
Pillsbury Winthrop Shaw Pittman, LLP | $ | 1,953 | 45 | % | $ | 1,614 | 44 | % | |||||||||
$ | 3,053 | 70 | % | $ | 2,714 | 74 | % | ||||||||||
Nine Months Ended [Member] | ' | ||||||||||||||||
Note 3 - Customer and Supplier Concentrations (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Total revenue | $ | 4,429 | 100 | % | $ | 6,338 | 100 | % | |||||||||
Customer concentration: | |||||||||||||||||
Lenovo Information Products Co., Ltd. | $ | 4,319 | 98 | % | 6,203 | 98 | % | ||||||||||
$ | 4,319 | 98 | % | $ | 6,203 | 98 | % |
Note_4_Inventory_Tables
Note 4 - Inventory (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | - | $ | 397 | |||||
Finished goods | - | 69 | |||||||
$ | - | $ | 466 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Office furnishing and fixtures | $ | 605 | $ | 619 | |||||
Equipment | 973 | 2,294 | |||||||
Purchased software | 66 | 66 | |||||||
1,644 | 2,979 | ||||||||
Less: Accumulated depreciation and amortization | (1,630 | ) | (2,859 | ) | |||||
$ | 14 | $ | 120 |
Note_6_Accrued_Liabilities_Tab
Note 6 - Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
January 31, | |||||||||
2014 | 2013 | ||||||||
Uninvoiced materials and services received | $ | 458 | $ | 1,269 | |||||
Accrued legal and professional fees | 161 | 169 | |||||||
Accrued payroll and related expenses | 58 | 147 | |||||||
Accrued warranty | 20 | 68 | |||||||
Other | 315 | 178 | |||||||
$ | 1,012 | $ | 1,831 |
Note_8_Fair_Value_Measurements1
Note 8 - Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Quoted Prices | |||||||||||||||||
in Active | Significant Other | Significant | |||||||||||||||
January 31, | Markets for | Observable | Unobservable | ||||||||||||||
Description | 2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Derivative Liabilties | $ | 2,520 | $ | - | $ | - | $ | 2,520 | |||||||||
Fair Value Assumptions [Table Text Block] | ' | ||||||||||||||||
31-Jan-14 | |||||||||||||||||
Risk free interest rate | 0.09% | ||||||||||||||||
Average expected life (in years) | 0.83 | ||||||||||||||||
Expected volatility | 54.17% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
31-Jan-14 | |||||||||||||||||
Risk free interest rate | 1.97% | ||||||||||||||||
Average expected life (in years) | 6.49 | ||||||||||||||||
Expected volatility | 115.59% | ||||||||||||||||
Expected dividends | None | ||||||||||||||||
Change in Fair Value of Level 3 Financial Instruments [Table Text Block] | ' | ||||||||||||||||
Change in estimated | |||||||||||||||||
Recorded new | fair value recognized | ||||||||||||||||
February 1, | Derivative | in results of | January 31, | ||||||||||||||
Description | 2013 | Liabilities | operations | 2014 | |||||||||||||
Broadwood warrants | $ | 2,466 | $ | - | $ | (40 | ) | $ | 2,426 | ||||||||
Elkhorn conversion features | 0 | 624 | (530 | ) | 94 | ||||||||||||
$ | 2,466 | $ | 624 | $ | (570 | ) | $ | 2,520 |
Note_9_Income_Taxes_Tables
Note 9 - Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Federal: | |||||||||||||||||
Current | $ | — | $ | — | |||||||||||||
Deferred | — | — | |||||||||||||||
State: | |||||||||||||||||
Current | 2 | 2 | |||||||||||||||
Deferred | — | — | |||||||||||||||
Foreign: | |||||||||||||||||
Current | — | — | |||||||||||||||
$ | 2 | $ | 2 | ||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||||||||
Years Ended January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Amount | Percent Pretax Income | Amount | Percent Pretax Income | ||||||||||||||
Loss from continuing operations before income taxes and discontinued operations | $ | (2,056 | ) | 100 | % | $ | (5,590 | ) | 100 | % | |||||||
Computed “expected” income tax benefit on loss from continuing operations before income taxes | $ | (699 | ) | (34 | )% | $ | (1,901 | ) | (34 | )% | |||||||
State tax, net of federal benefit | 2 | 0 | % | (301 | ) | (5 | )% | ||||||||||
Tax credits | — | 0 | % | (80 | ) | (2 | )% | ||||||||||
Change in valuation allowance | (1,074 | ) | (52 | )% | 619 | 11 | % | ||||||||||
Permanent differences | (93 | ) | (5 | )% | 969 | 17 | % | ||||||||||
Return to provision adjustments | — | 0 | % | 681 | 12 | % | |||||||||||
Change in state tax rate | 1,866 | 91 | % | ||||||||||||||
Other, net | — | 0 | % | 15 | — | ||||||||||||
Income tax expense | $ | 2 | — | $ | 2 | — | |||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||||||||
January 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Inventory | — | 277 | |||||||||||||||
Property and equipment, principally due to differing depreciation methods | 134 | 206 | |||||||||||||||
Accruals and reserves | 124 | 184 | |||||||||||||||
Net research and manufacturer investment credit carryforwards | 2,308 | 2,563 | |||||||||||||||
Net operating losses | 13,904 | 14,322 | |||||||||||||||
AMT credit carryforwards | 110 | 126 | |||||||||||||||
Stock based compensation | 93 | 69 | |||||||||||||||
Other | 2 | 2 | |||||||||||||||
Total gross deferred tax assets | 16,675 | 17,749 | |||||||||||||||
Less: valuation allowance | (16,675 | ) | (17,749 | ) | |||||||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||||||
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | ' | ||||||||||||||||
Unrecognized Tax Benefits | |||||||||||||||||
Balance at February 1, 2013 | $ | 777 | |||||||||||||||
Additions based on tax positions related to the current year | — | ||||||||||||||||
Reductions due to lapses of statute of limitations | — | ||||||||||||||||
Reductions for tax positions of prior years | — | ||||||||||||||||
Balance at January 31, 2014 | $ | 777 |
Note_10_Stock_Compensation_Tab
Note 10 - Stock Compensation (Tables) | 12 Months Ended | ||||||||||||||||||||||
Jan. 31, 2014 | |||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||||||||
Years Ended | |||||||||||||||||||||||
January 31, | |||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Stock-based compensation expense | $ | 77 | $ | 159 | |||||||||||||||||||
Impact on basic and diluted earnings per share | $ | (0.01 | ) | $ | (0.02 | ) | |||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||||||||
Year Ended | |||||||||||||||||||||||
31-Jan-13 | |||||||||||||||||||||||
Weighted average risk-free interest rate | 0.70% | ||||||||||||||||||||||
Expected life (in years) | 5.5 | ||||||||||||||||||||||
Expected stock volatility | 121% | ||||||||||||||||||||||
Dividend yield | None | ||||||||||||||||||||||
Expected forfeitures | 8.20% | ||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||||||||
Outstanding Options | |||||||||||||||||||||||
Weighted-Ave. | |||||||||||||||||||||||
Number of | Exercise | ||||||||||||||||||||||
Shares | Price | ||||||||||||||||||||||
Balance, February 1, 2012 | 380,000 | $ | 3.93 | ||||||||||||||||||||
Options granted | 465,000 | 0.4 | |||||||||||||||||||||
Options canceled or expired | (80,500 | ) | 7.9 | ||||||||||||||||||||
Options exercise | - | - | |||||||||||||||||||||
Balance, January 31, 2013 | 764,500 | $ | 1.48 | ||||||||||||||||||||
Options granted | - | ||||||||||||||||||||||
Options canceled or expired | (126,000 | ) | 2.77 | ||||||||||||||||||||
Options exercise | - | ||||||||||||||||||||||
Balance, January 31, 2014 | 638,500 | $ | 1.22 | ||||||||||||||||||||
Stock Options Exercisable at January 31, 2014 | 591,100 | $ | 1.23 | ||||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | ' | ||||||||||||||||||||||
Outstanding Restricted | |||||||||||||||||||||||
Stock Units | |||||||||||||||||||||||
Weighted-Ave. | |||||||||||||||||||||||
Number of | Exercise | ||||||||||||||||||||||
Shares | Price | ||||||||||||||||||||||
Balance, February 1, 2012 | 293,651 | $ | 3.93 | ||||||||||||||||||||
RSUs granted | 300,000 | 0.4 | |||||||||||||||||||||
RSUs canceled or expired | (42,480 | ) | 7.9 | ||||||||||||||||||||
RSUs exercise | (246,845 | ) | 0.28 | ||||||||||||||||||||
Balance, January 31, 2013 | 304,326 | $ | 1.48 | ||||||||||||||||||||
RSUs canceled or expired | (112,700 | ) | 0.16 | ||||||||||||||||||||
RSUs exercise | (191,626 | ) | 0.16 | ||||||||||||||||||||
Balance, January 31, 2014 | - | $ | - | ||||||||||||||||||||
Outstanding Restricted Stock | |||||||||||||||||||||||
Number of Shares | Weighted-Average | ||||||||||||||||||||||
Stock Price | |||||||||||||||||||||||
on Grant Date | |||||||||||||||||||||||
Balance, January 31, 2013 | - | $ | - | ||||||||||||||||||||
Restricted Stock Granted | 420,000 | 0.18 | |||||||||||||||||||||
Restricted Stock Forfeited | - | - | |||||||||||||||||||||
Balance, January 31, 2014 | 420,000 | $ | 0.18 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | ' | ||||||||||||||||||||||
Awards Outstanding | Options Exercisable | ||||||||||||||||||||||
Range of | Number | Weighted-Ave. | Weighted-Ave. | Number | Weighted-Ave. | ||||||||||||||||||
Exercise/Grant Prices | Outstanding | Remaining | Exercise/Grant Price | Exercisable | Exercise Price | ||||||||||||||||||
Contractual Life | |||||||||||||||||||||||
$0.40 | 465,000 | 8.7 | $ | 0.4 | 465,000 | $ | 0.4 | ||||||||||||||||
$1.09 | - | $1.20 | 118,500 | 9.65 | 1.11 | 71,100 | 1.11 | ||||||||||||||||
$4.90 | 15,000 | 4.08 | 4.9 | 15,000 | 4.9 | ||||||||||||||||||
$8.38 | - | $10.43 | 40,000 | 3.4 | 9.78 | 40,000 | 9.78 | ||||||||||||||||
638,500 | 1.22 | 591,100 | 1.23 |
Note_11_Loss_Per_Share_Tables
Note 11 - Loss Per Share (Tables) | 12 Months Ended | ||||||||
Jan. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||
Years Ended January 31, | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | (2,058 | ) | $ | (5,592 | ) | |||
Basic net loss per share: | |||||||||
Weighted-average shares outstanding-Basic | 14,397 | 7,545 | |||||||
Basic net loss per share | $ | (0.14 | ) | $ | (0.74 | ) | |||
Diluted net loss per share: | |||||||||
Weighted average shares outstanding - basic | 14,397 | 7,545 | |||||||
Weighted average shares outstanding - diluted | 14,397 | 7,545 | |||||||
Diluted loss per share | $ | (0.14 | ) | $ | (0.74 | ) |
Note_13_Commitments_and_Contin1
Note 13 - Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Jan. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Operating Leases | |||||
Fiscal Year: | |||||
2015 | $ | 248 | |||
2016 | 256 | ||||
2017 | 152 | ||||
Total minimum lease payments | $ | 656 |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
Jan. 31, 2014 | Jan. 31, 2013 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Pre-Tax Losses From Continuing Operations (Member) | Pre-Tax Losses From Continuing Operations (Member) | Relates to Fair Value of Derivative Liabilities (Member) | Warranties for Products Period (Member) | Office Equipment [Member] | Office Equipment [Member] | equipment and purchased software (Member) | equipment and purchased software (Member) | Tooling Equipment (Member) | Leasehold Improvements [Member] | Engineering and Support Expense [Member] | Selling General And Administrative Expense [Member] | Selling General And Administrative Expense [Member] | Broadwood Warrants [Member] | Elkhorn Conversion Features [Member] | Minimum Tax Due - California (Member) | Minimum Tax Due - California (Member) | Letter of Credit [Member] | Collateral for Credit Card [Member] | Created in Fiscal 2013 [Member] | |||
Including Accrued Liabilities [Member] | Chicony Power Technology Company Ltd [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Chicony Power Technology Company Ltd [Member] | |||||||||||||||||||
Chicony Power Technology Company Ltd [Member] | |||||||||||||||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Income (Loss) | ($2,233,000) | ($3,008,000) | ' | ' | ' | ($2,100,000) | ($5,600,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency, Claims Settled, Number | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation Settlement, Amount | ' | ' | 10,800,000 | 9,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Previously Accrued Seeking Payments | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Negative Working Capital | 7,800,000 | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,000 | 5,000 | ' |
Number of Significant Customers | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '7 years | '2 years | '5 years | '18 months | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Engineering and Support Expense | 400,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | -2,058,000 | -5,592,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) | 2,000 | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600 | 1,600 | ' | ' | ' |
Deferred Tax Assets, Net | 16,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Tax Assets, Gross | 16,675,000 | 17,749,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards | 13,904,000 | 14,322,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 |
Advertising Expense | 2,000 | 23,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of months | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Financial Instruments Liabilities Fair Value Disclosure at Issuance Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | 600,000 | ' | ' | ' | ' | ' |
Derivative Liability | 2,520,000 | 2,466,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' |
Legal Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,200,000 | $700,000 | $600,000 | ' | ' | ' | ' | ' | ' | ' |
Note_3_Customer_and_Supplier_C2
Note 3 - Customer and Supplier Concentrations (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||
Jan. 31, 2014 | Jan. 31, 2013 | Feb. 04, 2014 | Feb. 04, 2014 | Oct. 31, 2013 | Oct. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Constellation Units [Member] | Field Replacement Units [Member] | |||
Including Accrued Liabilities [Member] | Chicony Power Technology Company Ltd [Member] | |||||
Chicony Power Technology Company Ltd [Member] | ||||||
Note 3 - Customer and Supplier Concentrations (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Units Shipped | ' | ' | ' | ' | 20,000 | 11,000 |
Revenues | $4,429,000 | $6,338,000 | ' | ' | ' | ' |
Litigation Settlement, Amount | ' | ' | 10,800,000 | 9,700,000 | ' | ' |
Previously Accrued Seeking Payments | ' | ' | ' | $1,100,000 | ' | ' |
Note_3_Customer_and_Supplier_C3
Note 3 - Customer and Supplier Concentrations (Details) - Customers Providing 10 Percent or More of Company's Revenue (Nine Months Ended) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Revenue, Major Customer [Line Items] | ' | ' |
Total revenue | $4,429 | $6,338 |
Total revenue | 100.00% | 100.00% |
Customer concentration: | ' | ' |
Balance | 4,429 | 6,338 |
Percentage | 100.00% | 100.00% |
Lenovo Information Products Co Ltd [Member] | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' |
Total revenue | 98.00% | 98.00% |
Customer concentration: | ' | ' |
Balance | $4,319 | $6,203 |
Percentage | 98.00% | 98.00% |
Note_3_Customer_and_Supplier_C4
Note 3 - Customer and Supplier Concentrations (Details) - Revenues by geographic location (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Revenue: | ' | ' |
Amount | $4,429 | $6,338 |
Percent | 100.00% | 100.00% |
Asia Pacific [Member] | ' | ' |
Revenue: | ' | ' |
Amount | 4,319 | 6,238 |
Percent | 98.00% | 98.00% |
North America [Member] | ' | ' |
Revenue: | ' | ' |
Amount | 73 | 78 |
Percent | 2.00% | 1.00% |
Europe [Member] | ' | ' |
Revenue: | ' | ' |
Amount | $37 | $22 |
Percent | 1.00% | 0.00% |
Note_3_Customer_and_Supplier_C5
Note 3 - Customer and Supplier Concentrations (Details) - Customers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 3 - Customer and Supplier Concentrations (Details) - Customers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable [Line Items] | ' | ' |
Total gross accounts receivable due from customers (in Dollars) | ' | $1,307 |
Total gross accounts receivable due from customers | 0.00% | 100.00% |
Percentage | 0.00% | 0.00% |
Lenovo Information Products Co Ltd [Member] | ' | ' |
Note 3 - Customer and Supplier Concentrations (Details) - Customers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable [Line Items] | ' | ' |
Balance (in Dollars) | ' | $1,291 |
Percentage | 0.00% | 99.00% |
Dell Inc And Affiliates [Member] | ' | ' |
Note 3 - Customer and Supplier Concentrations (Details) - Customers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable [Line Items] | ' | ' |
Percentage | 0.00% | 0.00% |
Note_3_Customer_and_Supplier_C6
Note 3 - Customer and Supplier Concentrations (Details) - Suppliers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 3 - Customer and Supplier Concentrations (Details) - Suppliers Comprising 10 Percent or More of the Companybs Gross Accounts Receivable [Line Items] | ' | ' |
Total gross accounts receivable due from suppliers (in Dollars) | $128 | $1,156 |
Total gross accounts receivable due from suppliers | 100.00% | 100.00% |
Customer concentration: | ' | ' |
Balance (in Dollars) | 122 | 1,130 |
Percentage | 95.00% | 98.00% |
Power Systems Technologies Ltd [Member] | ' | ' |
Customer concentration: | ' | ' |
Balance (in Dollars) | ' | 1,008 |
Percentage | 0.00% | 87.00% |
Zheng Ge Electrical Company Ltd [Member] | ' | ' |
Customer concentration: | ' | ' |
Balance (in Dollars) | $122 | $122 |
Percentage | 95.00% | 11.00% |
Note_3_Customer_and_Supplier_C7
Note 3 - Customer and Supplier Concentrations (Details) - Companies Comprising 10 Percent or More of our Gross Accounts Payable (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Equity Method Investments [Line Items] | ' | ' |
Total gross accounts payable | $4,363 | $3,688 |
Total gross accounts payable | 100.00% | 100.00% |
Supplier and vendor concentration: | ' | ' |
Balance | 3,053 | 2,714 |
Percentage | 70.00% | 74.00% |
Chicony Power Technology Company Ltd [Member] | ' | ' |
Supplier and vendor concentration: | ' | ' |
Balance | 1,100 | 1,100 |
Percentage | 25.00% | 30.00% |
Pillsbury Winthrop Shaw Pittman LLP [Member] | ' | ' |
Supplier and vendor concentration: | ' | ' |
Balance | $1,953 | $1,614 |
Percentage | 45.00% | 44.00% |
Note_4_Inventory_Details
Note 4 - Inventory (Details) (USD $) | Jan. 31, 2013 |
Note 4 - Inventory (Details) [Line Items] | ' |
Inventory, Net | $466,000 |
Corporate Headquarters [Member] | ' |
Note 4 - Inventory (Details) [Line Items] | ' |
Inventory, Net | $720,000 |
Note_4_Inventory_Details_Inven
Note 4 - Inventory (Details) - Inventory, Net of Reserves (USD $) | Jan. 31, 2013 |
In Thousands, unless otherwise specified | |
Inventory, Net of Reserves [Abstract] | ' |
Raw materials | $397 |
Finished goods | 69 |
$466 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $1,644,000 | $2,979,000 |
Property, Plant and Equipment, Net | 14,000 | 120,000 |
Capitalized Costs, Asset Retirement Costs | ' | 11,000 |
Depreciation, Depletion and Amortization | 55,000 | 97,000 |
Cost Basis (Member) | Office Equipment [Member] | ' | ' |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | ' | 400,000 |
Cost Basis (Member) | Equipment [Member] | ' | ' |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | ' | 275,000 |
Tooling and Fixtures (Member) | China [Member] | ' | ' |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | ' | 1,300,000 |
Property, Plant and Equipment, Net | ' | 45,000 |
Office Equipment [Member] | ' | ' |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 605,000 | 619,000 |
Equipment [Member] | ' | ' |
Note 5 - Property and Equipment (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $973,000 | $2,294,000 |
Note_5_Property_and_Equipment_2
Note 5 - Property and Equipment (Details) - Property and equipment (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $1,644,000 | $2,979,000 |
Less: Accumulated depreciation and amortization | -1,630,000 | -2,859,000 |
14,000 | 120,000 | |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 605,000 | 619,000 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | 973,000 | 2,294,000 |
Computer Software, Intangible Asset [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment | $66,000 | $66,000 |
Note_6_Accrued_Liabilities_Det
Note 6 - Accrued Liabilities (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Zheng Ge Electrical Company Ltd [Member] | Uninvoiced Materials and Services (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) [Line Items] | ' | ' |
Accounts Payable and Other Accrued Liabilities | 0.3 | 1.1 |
Zheng Ge Electrical Company Ltd [Member] | Total Uninvoiced Materials and Services (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) [Line Items] | ' | ' |
Percent of Total Uninvoiced Materials and Services | 70.00% | 85.00% |
Total Uninvoiced Materials and Services (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) [Line Items] | ' | ' |
Accounts Payable and Other Accrued Liabilities | 0.5 | 0.6 |
Note_6_Accrued_Liabilities_Det1
Note 6 - Accrued Liabilities (Details) - Accrued liabilities (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | $1,012 | $1,831 |
Uninvoiced Materials and Services Received (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | 458 | 1,269 |
Accrued Legal and Professional Fees (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | 161 | 169 |
Accrued Payroll and Related Expenses (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | 58 | 147 |
Accrued Warranty (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | 20 | 68 |
Accrued - Other (Member) | ' | ' |
Note 6 - Accrued Liabilities (Details) - Accrued liabilities [Line Items] | ' | ' |
Accrued Liabilities | $315 | $178 |
Note_7_Loan_Agreement_Details
Note 7 - Loan Agreement (Details) (USD $) | 0 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Feb. 11, 2013 | Jan. 31, 2014 | Feb. 08, 2013 | Jan. 31, 2013 | Jan. 31, 2014 | Feb. 11, 2013 | Jul. 27, 2012 | Jul. 27, 2012 | Feb. 11, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | |
Interest Rate in the Event of Default [Member] | Senior Secured [Member] | Senior Secured [Member] | Stock Purchase and Warrant Agreement [Member] | Pay Principal Amount And Accrued Interest [Member] | First 12 Months Of Loan [Member] | After First 12 Months of Loan [Member] | Maximum [Member] | Minimum [Member] | |||||
Note 7 - Loan Agreement (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | $1,500,000 | $2,000,000 | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 6,250,000 | 14,684,165 | ' | 7,635,039 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | $0.16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | 1,000,000 | 1,030,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | $0.14 | $0.17 | $0.16 | $0.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Loans | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | 7.00% | 8.50% | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' |
Unsecured Breach Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | '15 days |
Judgments Entered Against Company Not Satisfied Discharged Stayed Or Bonded | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Maximum | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Purchase Agreement Shares Agreed | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Stock Purchase Agreement Share Price | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' |
Stock Purchase Agreement Minimum Additional Equity Securities to be Sold | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | 1,704,546 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Investment Warrants, Exercise Price | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' |
Stock Purchase Agreement Additional Shares | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Note_8_Fair_Value_Measurements2
Note 8 - Fair Value Measurements (Details) - Fair Value Measurements (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 8 - Fair Value Measurements (Details) - Fair Value Measurements [Line Items] | ' | ' |
Derivative Liabilties | $2,520 | $2,466 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 8 - Fair Value Measurements (Details) - Fair Value Measurements [Line Items] | ' | ' |
Derivative Liabilties | $2,520 | ' |
Note_8_Fair_Value_Measurements3
Note 8 - Fair Value Measurements (Details) - Significant Weighted Average Assumptions | 12 Months Ended |
Jan. 31, 2014 | |
Outstanding and Contingent Warrants [Member] | ' |
Note 8 - Fair Value Measurements (Details) - Significant Weighted Average Assumptions [Line Items] | ' |
Risk free interest rate | 0.09% |
Average expected life (in years) | '302 days |
Expected volatility | 54.17% |
Derivative Financial Instruments, Liabilities [Member] | ' |
Note 8 - Fair Value Measurements (Details) - Significant Weighted Average Assumptions [Line Items] | ' |
Risk free interest rate | 1.97% |
Average expected life (in years) | '6 years 178 days |
Expected volatility | 115.59% |
Note_8_Fair_Value_Measurements4
Note 8 - Fair Value Measurements (Details) - Changes in Fair Value of Level 3 Financial Instruments (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Note 8 - Fair Value Measurements (Details) - Changes in Fair Value of Level 3 Financial Instruments [Line Items] | ' | ' |
Balance | $2,520 | $2,466 |
Change in estimated fair value recognized in results of operations | -570 | ' |
Recorded New Derivative Liabilities | 624 | ' |
Broadwood Warrants1 [Member] | ' | ' |
Note 8 - Fair Value Measurements (Details) - Changes in Fair Value of Level 3 Financial Instruments [Line Items] | ' | ' |
Balance | 2,426 | 2,466 |
Change in estimated fair value recognized in results of operations | -40 | ' |
Elkhorn Conversion Features [Member] | ' | ' |
Note 8 - Fair Value Measurements (Details) - Changes in Fair Value of Level 3 Financial Instruments [Line Items] | ' | ' |
Balance | 94 | 0 |
Change in estimated fair value recognized in results of operations | -530 | ' |
Recorded New Derivative Liabilities | $624 | ' |
Note_9_Income_Taxes_Details
Note 9 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Note 9 - Income Taxes (Details) [Line Items] | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $2,308,000 | $2,563,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 40,700,000 | ' |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 33,600,000 | ' |
Valuation Allowances and Reserves, Period Increase (Decrease) | -1,100,000 | ' |
Domestic [Member] | ' | ' |
Note 9 - Income Taxes (Details) [Line Items] | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 1,700,000 | ' |
State [Member] | ' | ' |
Note 9 - Income Taxes (Details) [Line Items] | ' | ' |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $2,100,000 | ' |
Note_9_Income_Taxes_Details_In
Note 9 - Income Taxes (Details) - Income Tax Expense (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
State: | ' | ' |
Current | $2 | $2 |
Foreign: | ' | ' |
$2 | $2 |
Note_9_Income_Taxes_Details_Ef
Note 9 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Note 9 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Income tax expense | $2,000 | $2,000 |
Before Discontinued Operations (Member) | ' | ' |
Note 9 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Loss from continuing operations before income taxes and discontinued operations | -2,056,000 | -5,590,000 |
Loss from continuing operations before income taxes and discontinued operations | 100.00% | 100.00% |
Continuing Operations (Member) | State [Member] | ' | ' |
Note 9 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Change in state tax rate | 1,866,000 | ' |
Change in state tax rate | 91.00% | ' |
Continuing Operations (Member) | ' | ' |
Note 9 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation [Line Items] | ' | ' |
Computed bexpectedb income tax benefit on loss from continuing operations before income taxes | -699,000 | -1,901,000 |
Computed bexpectedb income tax benefit on loss from continuing operations before income taxes | -34.00% | -34.00% |
State tax, net of federal benefit | 2,000 | -301,000 |
State tax, net of federal benefit | 0.00% | -5.00% |
Tax credits | ' | -80,000 |
Tax credits | 0.00% | -2.00% |
Change in valuation allowance | -1,074,000 | 619,000 |
Change in valuation allowance | -52.00% | 11.00% |
Permanent differences | -93,000 | 969,000 |
Permanent differences | -5.00% | 17.00% |
Return to provision adjustments | ' | 681,000 |
Return to provision adjustments | 0.00% | 12.00% |
Other, net | ' | 15,000 |
Other, net | 0.00% | ' |
Income tax expense | $2,000 | $2,000 |
Note_9_Income_Taxes_Details_De
Note 9 - Income Taxes (Details) - Deferred Tax Assets and Liabilities (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Inventory | ' | $277 |
Property and equipment, principally due to differing depreciation methods | 134 | 206 |
Accruals and reserves | 124 | 184 |
Net research and manufacturer investment credit carryforwards | 2,308 | 2,563 |
Net operating losses | 13,904 | 14,322 |
AMT credit carryforwards | 110 | 126 |
Stock based compensation | 93 | 69 |
Other | 2 | 2 |
Total gross deferred tax assets | 16,675 | 17,749 |
Less: valuation allowance | -16,675 | -17,749 |
Net deferred tax assets | $0 | $0 |
Note_9_Income_Taxes_Details_Re
Note 9 - Income Taxes (Details) - Reconciliation of unrecognized tax benefits (USD $) | Jan. 31, 2014 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Reconciliation of unrecognized tax benefits [Abstract] | ' | ' |
Balance | $777 | $777 |
Balance | $777 | $777 |
Note_10_Stock_Compensation_Det
Note 10 - Stock Compensation (Details) (USD $) | 12 Months Ended | ||||
Jan. 31, 2014 | Jan. 31, 2013 | Feb. 11, 2013 | Feb. 08, 2013 | Jan. 31, 2012 | |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,675,000 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 100.00% | ' | ' | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award Percentage of Optionee Condition | 10.00% | ' | ' | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award Purchase Price of Common Stock Percent Condition | 110.00% | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 638,500 | 764,500 | ' | ' | 380,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 420,000 | ' | ' | ' | ' |
Share Price (in Dollars per share) | $0.17 | $0.17 | $0.14 | $0.16 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $18,200 | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | '14 months | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 591,100 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $1.23 | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | 35,224 | ' | ' | ' | ' |
Share Price on the Date of Grant Restricted Stock Units [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | $0.18 | $0.16 | ' | ' | ' |
Employee Plan [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 825,000 | ' | ' | ' | ' |
Share Based Compensation Options Maximum Expiration Period Following Grant Date | '10 years | ' | ' | ' | ' |
Share Based Compensation Options Maximum Expiration Period Following Grant Date for Specified Percentage Ownership | '5 years | ' | ' | ' | ' |
Share Based Compensation Determination of Expiration Period Specified Percentage | 10.00% | ' | ' | ' | ' |
2005 Plan [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 450,000 | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Number of Shares Authorized Including Additional Shares Authorized | 1,100,000 | ' | ' | ' | ' |
Share Based Compensation Options Maximum Expiration Period Following Grant Date | '10 years | ' | ' | ' | ' |
Share Based Compensation Options Maximum Expiration Period Following Grant Date for Specified Percentage Ownership | '5 years | ' | ' | ' | ' |
Share Based Compensation Determination of Expiration Period Specified Percentage | 10.00% | ' | ' | ' | ' |
2011 Plan [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 750,000 | ' | ' | ' | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | 300,000 | ' | ' | ' |
Forfeiture Rate | 8.20% | 10.63% | ' | ' | ' |
Stock Options1 [Member] | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | 465,000 | ' | ' | ' |
Prior Employee Plan (Member) | ' | ' | ' | ' | ' |
Note 10 - Stock Compensation (Details) [Line Items] | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 25,000 | ' | ' | ' | ' |
Note_10_Stock_Compensation_Det1
Note 10 - Stock Compensation (Details) - Share-Based Compensation Expense (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Share-Based Compensation Expense [Abstract] | ' | ' |
Stock-based compensation expense | $77 | $159 |
Impact on basic and diluted earnings per share | ($0.01) | ($0.02) |
Note_10_Stock_Compensation_Det2
Note 10 - Stock Compensation (Details) - Weighted Average Assumptions for Stock Options Fair Value Estimate | 12 Months Ended |
Jan. 31, 2014 | |
Weighted Average Assumptions for Stock Options Fair Value Estimate [Abstract] | ' |
Weighted average risk-free interest rate | 0.70% |
Expected life (in years) | '5 years 6 months |
Expected stock volatility | 121.00% |
Expected forfeitures | 8.20% |
Note_10_Stock_Compensation_Det3
Note 10 - Stock Compensation (Details) - Transactions Related to Stock Options Granted Under These Plans (USD $) | 12 Months Ended | ||
Jan. 31, 2014 | Jan. 31, 2013 | Jan. 31, 2012 | |
Transactions Related to Stock Options Granted Under These Plans [Abstract] | ' | ' | ' |
Number of Shares | 638,500 | 764,500 | 380,000 |
Weighted-Average Exercise Price | $1.22 | $1.48 | $3.93 |
Number of Shares | ' | 465,000 | ' |
Weighted-Average Exercise Price | ' | $0.40 | ' |
Number of Shares | -126,000 | -80,500 | ' |
Weighted-Average Exercise Price | $2.77 | $7.90 | ' |
Stock Options Exercisable at January 31, 2014 | 591,100 | ' | ' |
Stock Options Exercisable at January 31, 2014 | $1.23 | ' | ' |
Note_10_Stock_Compensation_Det4
Note 10 - Stock Compensation (Details) - Transactions Related to Restriced Stock Units Granted Under These Plans (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Note 10 - Stock Compensation (Details) - Transactions Related to Restriced Stock Units Granted Under These Plans [Line Items] | ' | ' |
Balance, January 31 | 304,326 | ' |
Balance, January 31 | $1.48 | ' |
Restricted Stock and RSUbs granted | 420,000 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Note 10 - Stock Compensation (Details) - Transactions Related to Restriced Stock Units Granted Under These Plans [Line Items] | ' | ' |
Balance, January 31 | ' | 293,651 |
Balance, January 31 | ' | $3.93 |
Restricted Stock and RSUbs granted | ' | 300,000 |
Restricted Stock and RSUbs granted | ' | $0.40 |
Restricted Stock and RSUbs canceled, expired or forfeited | -112,700 | -42,480 |
Restricted Stock and RSUbs canceled, expired or forfeited | $0.16 | $7.90 |
Common Stock issued | -191,626 | -246,845 |
Common Stock issued | $0.16 | $0.28 |
Balance, January 31 | 0 | ' |
Balance, January 31 | $0 | ' |
Restricted Stock [Member] | ' | ' |
Note 10 - Stock Compensation (Details) - Transactions Related to Restriced Stock Units Granted Under These Plans [Line Items] | ' | ' |
Balance, January 31 | 0 | ' |
Balance, January 31 | $0 | ' |
Restricted Stock and RSUbs granted | 420,000 | ' |
Restricted Stock and RSUbs granted | $0.18 | ' |
Restricted Stock and RSUbs canceled, expired or forfeited | 0 | ' |
Restricted Stock and RSUbs canceled, expired or forfeited | $0 | ' |
Balance, January 31 | 420,000 | ' |
Balance, January 31 | $0.18 | ' |
Note_10_Stock_Compensation_Det5
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding (USD $) | 12 Months Ended |
Jan. 31, 2014 | |
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding [Line Items] | ' |
Number Outstanding (in Shares) | 638,500 |
Weighted-Avg. Exercise/Grant Price, Outstanding | $1.22 |
Number Exercisable (in Shares) | 591,100 |
Weighted-Avg. Exercise/Grant Price, Exercisable | $1.23 |
Range $0.18-$0.40 [Member] | ' |
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding [Line Items] | ' |
Range of Exercise/Grant Prices | $0.40 |
Number Outstanding (in Shares) | 465,000 |
Weighted-Avg. Remaining Contractual Life | '8 years 255 days |
Weighted-Avg. Exercise/Grant Price, Outstanding | $0.40 |
Number Exercisable (in Shares) | 465,000 |
Weighted-Avg. Exercise/Grant Price, Exercisable | $0.40 |
Range $1.09-$1.20 [Member] | ' |
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding [Line Items] | ' |
Range of Exercise/Grant Prices | $1.09 |
Range of Exercise/Grant Prices | $1.20 |
Number Outstanding (in Shares) | 118,500 |
Weighted-Avg. Remaining Contractual Life | '9 years 237 days |
Weighted-Avg. Exercise/Grant Price, Outstanding | $1.11 |
Number Exercisable (in Shares) | 71,100 |
Weighted-Avg. Exercise/Grant Price, Exercisable | $1.11 |
Range $4.90 [Member] | ' |
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding [Line Items] | ' |
Range of Exercise/Grant Prices | $4.90 |
Number Outstanding (in Shares) | 15,000 |
Weighted-Avg. Remaining Contractual Life | '4 years 29 days |
Weighted-Avg. Exercise/Grant Price, Outstanding | $4.90 |
Number Exercisable (in Shares) | 15,000 |
Weighted-Avg. Exercise/Grant Price, Exercisable | $4.90 |
Range $8.38-$10.43 [Member] | ' |
Note 10 - Stock Compensation (Details) - Stock Awards Outstanding [Line Items] | ' |
Range of Exercise/Grant Prices | $8.38 |
Range of Exercise/Grant Prices | $10.43 |
Number Outstanding (in Shares) | 40,000 |
Weighted-Avg. Remaining Contractual Life | '3 years 146 days |
Weighted-Avg. Exercise/Grant Price, Outstanding | $9.78 |
Number Exercisable (in Shares) | 40,000 |
Weighted-Avg. Exercise/Grant Price, Exercisable | $9.78 |
Note_11_Loss_Per_Share_Details
Note 11 - Loss Per Share (Details) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 108,000 | 330,000 |
Note_11_Loss_Per_Share_Details1
Note 11 - Loss Per Share (Details) - Summary of Basic and Diluted Earnings Per Share (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Summary of Basic and Diluted Earnings Per Share [Abstract] | ' | ' |
Net loss (in Dollars) | ($2,058) | ($5,592) |
Basic net loss per share: | ' | ' |
Weighted-average shares outstanding-Basic | 14,397 | 7,545 |
Weighted average shares outstanding - diluted | 14,397 | 7,545 |
Diluted loss per share (in Dollars per share) | ($0.14) | ($0.74) |
Basic net loss per share (in Dollars per share) | ($0.14) | ($0.74) |
Note_12_Employee_Benefit_Plans1
Note 12 - Employee Benefit Plans (Details) (USD $) | 12 Months Ended | |
Jan. 31, 2014 | Jan. 31, 2013 | |
Note 12 - Employee Benefit Plans (Details) [Line Items] | ' | ' |
Number of Days | ' | '30 days |
Years of Age | ' | '18 years |
Defined Contribution Plans Vesting Period | ' | '4 years |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $21,000 | $33,000 |
Defined Benefit Plan, Contributions by Employer | $21,000 | $14,000 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 100.00% | ' |
Defined Contribution Plan, Percent of Employee Contribution | 5.00% | ' |
Minimum [Member] | ' | ' |
Note 12 - Employee Benefit Plans (Details) [Line Items] | ' | ' |
Defined Contribution Plan, Employee Contribution | ' | 1.00% |
Maximum [Member] | ' | ' |
Note 12 - Employee Benefit Plans (Details) [Line Items] | ' | ' |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | ' | 20.00% |
Note_13_Commitments_and_Contin2
Note 13 - Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
Mar. 06, 2012 | Apr. 26, 2011 | Jan. 31, 2014 | Jan. 31, 2013 | Feb. 29, 2012 | Sep. 02, 2011 | 13-May-11 | Feb. 04, 2014 | Feb. 04, 2014 | Jan. 31, 2013 | Jan. 31, 2013 | Apr. 16, 2013 | Jul. 24, 2012 | Apr. 30, 2010 | Jan. 31, 2013 | Jan. 31, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Previous Ownership Percentage (Member) | New Ownership Percentage (Member) | Additional Damages Sought [Member] | product and freight costs (Member) | Letter of Credit [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Including Accrued Liabilities [Member] | Chicony Power Technology Company Ltd [Member] | |||||||||||||||
Chicony Power Technology Company Ltd [Member] | ||||||||||||||||
Note 13 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Future Minimum Payments Due | ' | ' | $656,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | ' | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issue Purchase Orders to Suppliers with Delivery Dates | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '28 days | '42 days |
Forecasts of Material and Finished Goods Requirements Rolling Period | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Number of Shares Issued in Transaction (in Shares) | ' | ' | ' | 6,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 49.00% | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,000 | ' | ' |
Loss Contingency, Damages Sought, Value | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss Contingency Amount Claimed for Recovery of Damages | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain Contingency, Unrecorded Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 1,400,000 | ' | ' | ' |
Litigation Settlement, Amount | ' | ' | ' | ' | ' | ' | ' | 10,800,000 | 9,700,000 | ' | ' | ' | ' | ' | ' | ' |
Previously Accrued Seeking Payments | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' |
Number of Patents Relating to Power Technology | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Comaro Patents | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Damages Sought In Lawsuit | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_13_Commitments_and_Contin3
Note 13 - Commitments and Contingencies (Details) - Rental Commitments Under Non-Cancelable Operating Leases (USD $) | Jan. 31, 2014 |
In Thousands, unless otherwise specified | |
Rental Commitments Under Non-Cancelable Operating Leases [Abstract] | ' |
2015 | $248 |
2016 | 256 |
2017 | 152 |
Total minimum lease payments | $656 |
Note_14_Subsequent_Events_Deta
Note 14 - Subsequent Events (Details) (Subsequent Event [Member], Chicony Power Technology Company Ltd [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Feb. 04, 2014 |
Note 14 - Subsequent Events (Details) [Line Items] | ' |
Litigation Settlement, Amount | $9.70 |
Previously Accrued Seeking Payments | 1.1 |
Including Accrued Liabilities [Member] | ' |
Note 14 - Subsequent Events (Details) [Line Items] | ' |
Litigation Settlement, Amount | $10.80 |
Schedule_II_Valuation_And_Qual1
Schedule II - Valuation And Qualifying Accounts (Details) - Valuation and Qualifying Accounts (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jan. 31, 2013 |
Allowance for Doubtful Accounts [Member] | ' | ' |
Valuation Allowance [Line Items] | ' | ' |
Balance at the beginning of year | $24 | $87 |
Charged to cost and expense (recovery) | 16 | -38 |
Deductions | 0 | -25 |
Other changes add (deduct) | 0 | 0 |
Balance at end of year | 40 | 24 |
Valuation Allowance of Deferred Tax Assets [Member] | ' | ' |
Valuation Allowance [Line Items] | ' | ' |
Balance at the beginning of year | 17,749 | 17,130 |
Charged to cost and expense (recovery) | 0 | 0 |
Deductions | 0 | 0 |
Other changes add (deduct) | -1,074 | 619 |
Balance at end of year | 16,675 | 17,749 |
Inventory Valuation Reserve [Member] | ' | ' |
Valuation Allowance [Line Items] | ' | ' |
Balance at the beginning of year | 631 | 1,792 |
Charged to cost and expense (recovery) | 0 | 0 |
Deductions | 0 | 0 |
Other changes add (deduct) | -631 | -1,161 |
Balance at end of year | $0 | $631 |