Page No.
| PART I. Financial Information | ||
| Item 1. | Condensed Consolidated Financial Statements (unaudited) | |
Condensed Consolidated Balance Sheets as of June 30, | 3 | |
Condensed Consolidated Statements of Operations and Comprehensive | 4 | |
Condensed Consolidated Statements of | 5 | |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, | 6 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
| Item 4. | Controls and Procedures | |
| PART II. Other Information | ||
| Item 1. | Legal Proceedings | |
| Item 1A. | Risk Factors | 38 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
| Item 3. | Defaults Upon Senior Securities | |
| Item 4. | Other Information | |
| Item 5. | Exhibits | |
| Signatures | 40 | |
| -2- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2019 | December 31, 2018 | |||||||
| ASSETS: | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 18,923,000 | $ | 23,763,000 | ||||
| Marketable securities, at fair value | 32,116,000 | 31,228,000 | ||||||
| Royalty receivables, net | 641,000 | 444,000 | ||||||
| Other current assets | 58,000 | 112,000 | ||||||
| Total Current Assets | 51,738,000 | 55,547,000 | ||||||
| OTHER ASSETS: | ||||||||
| Deferred tax assets | 271,000 | 168,000 | ||||||
| Patents, net of accumulated amortization | 1,883,000 | 1,989,000 | ||||||
| Equity investment | 3,392,000 | 2,541,000 | ||||||
| Operating leases right-of-use asset | 63,000 | — | ||||||
| Security deposits | 21,000 | 21,000 | ||||||
| Total Other Assets | 5,630,000 | 4,719,000 | ||||||
| TOTAL ASSETS | $ | 57,368,000 | $ | 60,266,000 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY: | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 200,000 | $ | 67,000 | ||||
| Income taxes payable | 197,000 | 197,000 | ||||||
| Accrued contingency fees and related costs | 276,000 | 1,136,000 | ||||||
| Accrued payroll | 64,000 | 486,000 | ||||||
| Operating lease obligations – current | 64,000 | — | ||||||
| Other accrued expenses | 184,000 | 175,000 | ||||||
| TOTAL CURRENT LIABILITIES | $ | 985,000 | $ | 2,061,000 | ||||
| TOTAL LIABILITIES | $ | 985,000 | $ | 2,061,000 | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock, $0.01 par value, authorized 10,000,000 shares; | ||||||||
| none issued and outstanding at June 30, 2019 and | ||||||||
| December 31, 2018 | — | — | ||||||
| Common stock, $0.01 par value; authorized 50,000,000 shares; | ||||||||
| 24,088,811 and 23,735,927 shares issued and outstanding at | ||||||||
| June 30, 2019 and December 31, 2018, respectively | 241,000 | 237,000 | ||||||
| Additional paid-in capital | 65,524,000 | 65,151,000 | ||||||
| Accumulated deficit | (9,464,000 | ) | (7,102,000 | ) | ||||
| Accumulated other comprehensive income (loss) | 82,000 | (81,000 | ) | |||||
| TOTAL STOCKHOLDERS' EQUITY | 56,383,000 | 58,205,000 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 57,368,000 | $ | 60,266,000 | ||||
| June 30, 2020 | December 31, 2019 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 20,972,000 | $ | 22,587,000 | ||||
| Marketable securities, at fair value | 23,763,000 | 25,730,000 | ||||||
| Royalty receivables, net | 128,000 | 343,000 | ||||||
| Other current assets | 51,000 | 98,000 | ||||||
| TOTAL CURRENT ASSETS | 44,914,000 | 48,758,000 | ||||||
| OTHER ASSETS: | ||||||||
| Patents, net of accumulated amortization | 1,714,000 | 1,819,000 | ||||||
| Equity investment | 3,938,000 | 4,437,000 | ||||||
| Operating leases right-of-use asset | — | 41,000 | ||||||
| Security deposits | 21,000 | 21,000 | ||||||
| Total Other Assets | 5,673,000 | 6,318,000 | ||||||
| TOTAL ASSETS | $ | 50,587,000 | $ | 55,076,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 38,000 | $ | 421,000 | ||||
| Accrued contingency fees and related costs | 45,000 | 492,000 | ||||||
| Accrued payroll | 16,000 | 334,000 | ||||||
| Operating lease obligations – current | — | 41,000 | ||||||
| Other accrued expenses | 226,000 | 281,000 | ||||||
| TOTAL CURRENT LIABILITIES | 325,000 | 1,569,000 | ||||||
| TOTAL LIABILITIES | $ | 325,000 | $ | 1,569,000 | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $0.01 par value, authorized 10,000,000 shares; none issued and outstanding at June 30,2020 and December 31,2019 | — | — | ||||||
| Common stock, $0.01 par value; authorized 50,000,000 shares; 23,947,389 and 24,036,071 shares issued and outstanding at June 30,2020 and December 31,2019 respectively | 239,000 | 240,000 | ||||||
| Additional paid-in capital | 65,981,000 | 65,824,000 | ||||||
| Accumulated deficit | (16,029,000 | ) | (12,636,000 | ) | ||||
| Accumulated other comprehensive income | 71,000 | 79,000 | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | 50,262,000 | 53,507,000 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 50,587,000 | $ | 55,076,000 | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -3- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| REVENUE | $ | 599,000 | $ | 471,000 | $ | 1,205,000 | $ | 19,934,000 | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Costs of revenue | 175,000 | 133,000 | 321,000 | 7,392,000 | ||||||||||||
| Professional fees and related costs | 238,000 | 586,000 | 545,000 | 1,104,000 | ||||||||||||
| General and administrative | 488,000 | 462,000 | 976,000 | 969,000 | ||||||||||||
| Amortization of patents | 87,000 | 69,000 | 141,000 | 139,000 | ||||||||||||
| Stock-based compensation | 127,000 | 225,000 | 271,000 | 451,000 | ||||||||||||
| TOTAL OPERATING EXPENSES | 1,115,000 | 1,475,000 | 2,254,000 | 10,055,000 | ||||||||||||
| OPERATING INCOME (LOSS) | (516,000 | ) | (1,004,000 | ) | (1,049,000 | ) | 9,879,000 | |||||||||
OTHER INCOME: | ||||||||||||||||
| Interest income, net | 301,000 | 203,000 | 602,000 | 346,000 | ||||||||||||
| Net realized and unrealized gain on marketable securities | 22,000 | — | 45,000 | — | ||||||||||||
| Total other income, net | 323,000 | 203,000 | 647,000 | 346,000 | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE | (193,000 | ) | (801,000 | ) | (402,000 | ) | 10,225,000 | |||||||||
| INCOME TAXES (BENEFIT): | ||||||||||||||||
| Current | — | (237,000 | ) | — | 2,188,000 | |||||||||||
| Deferred taxes, net | (38,000 | ) | — | (103,000 | ) | — | ||||||||||
| Total income taxes (benefit) | (38,000 | ) | (237,000 | ) | (103,000 | ) | 2,188,000 | |||||||||
| INCOME (LOSS) BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE: | (155,000 | ) | 564,000 | (299,000 | ) | 8,037,000 | ||||||||||
| SHARE OF NET (LOSSES) OF EQUITY METHOD INVESTEE | (53,000 | ) | — | (149,000 | ) | — | ||||||||||
| NET INCOME (LOSS) | $ | (208,000 | ) | $ | (564,000 | ) | $ | (448,000 | ) | $ | 8,037,000 | |||||
| Net Income (Loss) Per Share | ||||||||||||||||
| Basic | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.34 | |||||
| Diluted | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.31 | |||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 23,917,563 | 23,713,827 | 23,830,367 | 23,760,163 | ||||||||||||
| Diluted | 23,917,563 | 23,713,827 | 23,830,367 | 25,599,581 | ||||||||||||
| Cash dividends declared per share | — | — | $ | 0.05 | $ | 0.05 | ||||||||||
| NET INCOME (LOSS) | $ | (208,000 | ) | $ | (564,000 | ) | $ | (448,000 | ) | $ | 8,037,000 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| Net unrealized holding gain (loss) on corporate bonds and notes arising during the period, net of tax | 53,000 | (9,000 | ) | 163,000 | (34,000 | ) | ||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | (155,000 | ) | $ | (573,000 | ) | $ | (285,000 | ) | $ | 8,003,000 | |||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| REVENUE | $ | 55,000 | $ | 599,000 | $ | 216,000 | $ | 1,205,000 | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Costs of revenue | 20,000 | 175,000 | 52,000 | 321,000 | ||||||||||||
| Professional fees and related costs | 124,000 | 238,000 | 523,000 | 545,000 | ||||||||||||
| General and administrative | 459,000 | 488,000 | 945,000 | 976,000 | ||||||||||||
| Amortization of patents | 72,000 | 87,000 | 144,000 | 141,000 | ||||||||||||
| Stock-based compensation | 85,000 | 127,000 | 157,000 | 271,000 | ||||||||||||
| TOTAL OPERATING EXPENSES | 760,000 | 1,115,000 | 1,821,000 | 2,254,000 | ||||||||||||
| OPERATING LOSS | (705,000 | ) | (516,000 | ) | (1,605,000 | ) | (1,049,000 | ) | ||||||||
| OTHER INCOME (LOSS): | ||||||||||||||||
| Interest and dividend income, net | 120,000 | 301,000 | 298,000 | 602,000 | ||||||||||||
| Net realized and unrealized gain (loss) on marketable securities | 206,000 | 22,000 | (116,000 | ) | 45,000 | |||||||||||
| Total other income, net | 326,000 | 323,000 | 182,000 | 647,000 | ||||||||||||
| LOSS BEFORE INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE | (379,000 | ) | (193,000 | ) | (1,423,000 | ) | (402,000 | ) | ||||||||
| INCOME TAXES PROVISION (BENEFIT): | ||||||||||||||||
| Current | (142,000 | ) | — | (382,000 | ) | — | ||||||||||
| Deferred taxes, net | 142,000 | (38,000 | ) | 382,000 | (103,000 | ) | ||||||||||
| Total income taxes (benefit) | — | (38,000 | ) | — | (103,000 | ) | ||||||||||
| LOSS BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE: | $ | (379,000 | ) | $ | (155,000 | ) | $ | (1,423,000 | ) | $ | (299,000 | ) | ||||
| SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE | $ | (205,000 | ) | $ | (53,000 | ) | $ | (498,000 | ) | $ | (149,000 | ) | ||||
| NET LOSS | $ | (584,000 | ) | $ | (208,000 | ) | $ | (1,921,000 | ) | $ | (448,000 | ) | ||||
| Net loss per share | ||||||||||||||||
| Basic | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.08 | ) | $ | (0.02 | ) | ||||
| Diluted | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.08 | ) | $ | (0.02 | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 23,945,916 | 23,917,563 | 23,987,715 | 23,830,367 | ||||||||||||
| Diluted | 23,945,916 | 23,917,563 | 23,987,715 | 23,830,367 | ||||||||||||
| Cash dividends declared per share | — | — | $ | 0.05 | $ | 0.05 | ||||||||||
| NET LOSS | $ | (584,000 | ) | $ | (208,000 | ) | $ | (1,921,000 | ) | $ | (448,000 | ) | ||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||
| Net unrealized holding gain (loss) on corporate bonds and notes arising during the period, net of tax | 175,000 | 53,000 | (8,000 | ) | 163,000 | |||||||||||
| COMPREHENSIVE LOSS | $ | (409,000 | ) | $ | (155,000 | ) | $ | (1,929,000 | ) | $ | (285,000 | ) | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -4- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'STOCKHOLDERS’ EQUITY
(UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2020
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income (Loss) | Stockholders’ Equity | |||||||||||||||||||
| Balance – December 31, 2019 | 24,036,071 | $ | 240,000 | $ | 65,824,000 | $ | (12,636,000 | ) | $ | 79,000 | $ | 53,507,000 | ||||||||||||
| Dividends and dividend equivalents declared | — | — | — | (1,221,000 | ) | — | (1,221,000 | ) | ||||||||||||||||
| Stock-based compensation | — | — | 72,000 | — | — | 72,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | — | — | — | — | — | ||||||||||||||||||
| Cashless exercise of stock options | 105,000 | 1,000 | — | — | — | 1,000 | ||||||||||||||||||
| Shares delivered to fund stock option exercises | (100,293 | ) | (1,000 | ) | — | — | — | (1,000 | ) | |||||||||||||||
| Treasury stock purchased and retired | (72,300 | ) | (1,000 | ) | — | (153,000 | ) | — | (154,000 | ) | ||||||||||||||
| Net unrealized loss on corporate bonds and notes | — | — | — | — | (183,000 | ) | (183,000 | ) | ||||||||||||||||
| Net loss | — | — | — | (1,337,000 | ) | — | (1,337,000 | ) | ||||||||||||||||
| Balance – March 31, 2020 | 23,979,728 | $ | 239,000 | $ | 65,896,000 | $ | (15,347,000 | ) | $ | (104,000 | ) | $ | 50,684,000 | |||||||||||
| Stock-based compensation | — | — | 85,000 | — | — | 85,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | — | — | — | — | — | ||||||||||||||||||
| Treasury stock purchased and retired | (43,589 | ) | — | — | (98,000 | ) | — | (98,000 | ) | |||||||||||||||
| Net unrealized gain on corporate bonds and notes | — | — | — | — | 175,000 | 175,000 | ||||||||||||||||||
| Net loss | — | — | — | (584,000 | ) | — | (584,000 | ) | ||||||||||||||||
| Balance – June 30, 2020 | 23,947,389 | $ | 239,000 | $ | 65,981,000 | $ | (16,029,000 | ) | $ | 71,000 | $ | 50,262,000 | ||||||||||||
THREE AND SIX MONTHS ENDED JUNE 30, 2019
Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | ||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||
| Balance – December 31, 2018 | 23,735,927 | $ | 237,000 | $ | 65,151,000 | $ | (7,102,000 | ) | $ | (81,000 | ) | $ | 58,205,000 | |||||||||||
| Dividends and dividend equivalents declared | ― | ― | ― | (1,215,000 | ) | ― | (1,215,000 | ) | ||||||||||||||||
| Stock-based compensation | ― | ― | 144,000 | ― | ― | 144,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | ― | ― | ― | ― | ― | ||||||||||||||||||
| Cashless exercise of stock options | 105,000 | 1,000 | (1,000 | ) | ― | ― | ― | |||||||||||||||||
| Shares delivered to fund stock option exercises | (69,116 | ) | ― | ― | ― | ― | ― | |||||||||||||||||
| Treasury stock purchased and retired | (300 | ) | ― | ― | (1,000 | ) | ― | (1,000 | ) | |||||||||||||||
| Net unrealized gain on corporate bonds and notes | ― | ― | ― | ― | 110,000 | 110,000 | ||||||||||||||||||
| Net loss | — | — | ― | (240,000 | ) | — | (240,000 | ) | ||||||||||||||||
| Balance – March 31, 2019 | 23,782,761 | $ | 238,000 | $ | 65,294,000 | $ | (8,558,000 | ) | $ | 29,000 | $ | 57,003,000 | ||||||||||||
| Stock-based compensation | ― | ― | 127,000 | ― | ― | 127,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | ― | ― | ― | ― | ― | ||||||||||||||||||
| Proceeds from exercise of stock options | 65,150 | ― | 107,000 | ― | ― | 107,000 | ||||||||||||||||||
| Cashless exercise of stock options | 859,849 | 9,000 | (9,000 | ) | ― | ― | ― | |||||||||||||||||
| Shares delivered to fund stock option exercises | (490,351 | ) | (5,000 | ) | 5,000 | ― | ― | ― | ||||||||||||||||
| Value of shares delivered to pay withholding taxes | ― | ― | ― | (366,000 | ) | ― | (366,000 | ) | ||||||||||||||||
| Treasury stock purchased and retired | (139,848 | ) | (1,000 | ) | ― | (332,000 | ) | ― | (333,000 | ) | ||||||||||||||
| Net unrealized gain on corporate bonds and notes | ― | ― | ― | ― | 53,000 | 53,000 | ||||||||||||||||||
| Net loss | — | ― | — | (208,000 | ) | — | (208,000 | ) | ||||||||||||||||
| Balance – June 30, 2019 | 24,088,811 | $ | 241,000 | $ | 65,524,000 | $ | (9,464,000 | ) | $ | 82,000 | $ | 56,383,000 | ||||||||||||
Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total Stockholders' Equity | ||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||
| Balance – December 31, 2017 | 23,843,915 | $ | 238,000 | $ | 64,435,000 | $ | (10,219,000 | ) | $ | (42,000 | ) | $ | 54,412,000 | |||||||||||
| Dividends and dividend equivalents declared | ― | ― | ― | (1,228,000 | ) | ― | (1,228,000 | ) | ||||||||||||||||
| Stock-based compensation | ― | ― | 226,000 | ― | ― | 226,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | ― | ― | ― | ― | ― | ||||||||||||||||||
| Cashless exercise of stock options | 50,000 | 1,000 | ― | ― | ― | 1,000 | ||||||||||||||||||
| Shares delivered to fund stock option exercise | (23,110 | ) | ― | ― | ― | ― | ― | |||||||||||||||||
| Proceeds from exercise of stock options | 25,000 | 1,000 | 29,000 | ― | ― | 30,000 | ||||||||||||||||||
| Treasury stock purchased and retired | (153,993 | ) | (2,000 | ) | ― | (397,000 | ) | ― | (399,000 | ) | ||||||||||||||
| Net unrealized loss on corporate bonds and notes | ― | ― | ― | ― | (25,000 | ) | (25,000 | ) | ||||||||||||||||
| Net income | — | — | — | 8,601,000 | — | 8,601,000 | ||||||||||||||||||
| Balance – March 31, 2018 | 23,753,062 | $ | 238,000 | $ | 64,690,000 | $ | (3,243,000 | ) | $ | (67,000 | ) | $ | 61,618,000 | |||||||||||
| Stock-based compensation | ― | ― | 225,000 | ― | ― | 225,000 | ||||||||||||||||||
| Vesting of restricted stock units | 81,250 | ― | ― | ― | ― | ― | ||||||||||||||||||
| Value of shares delivered to pay withholding taxes | (16,784 | ) | ― | 1,000 | (53,000 | ) | ― | (52,000 | ) | |||||||||||||||
| Cashless exercise of stock options | 300,000 | 3,000 | (3,000 | ) | ― | ― | ― | |||||||||||||||||
| Shares delivered to fund stock option exercises | (181,936 | ) | (2,000 | ) | 2,000 | ― | ― | ― | ||||||||||||||||
| Treasury stock purchased and retired | (302,363 | ) | (3,000 | ) | ― | (882,000 | ) | ― | (885,000 | ) | ||||||||||||||
| Net unrealized loss on corporate bonds and notes | ― | ― | ― | ― | (9,000 | ) | (9,000 | ) | ||||||||||||||||
| Net loss | — | — | — | (564,000 | ) | — | (564,000 | ) | ||||||||||||||||
| Balance – June 30, 2018 | 23,633,229 | $ | 236,000 | $ | 64,915,000 | $ | (4,742,000 | ) | $ | (76,000 | ) | $ | 60,333,000 | |||||||||||
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Shares | Amount | Paid-in Capital | Accumulated Deficit | Comprehensive Income (Loss) | Stockholders’ Equity | |||||||||||||||||||
| Balance – December 31, 2018 | 23,735,927 | $ | 237,000 | $ | 65,151,000 | $ | (7,102,000 | ) | $ | (81,000 | ) | $ | 58,205,000 | |||||||||||
| Dividends and dividend equivalents declared | — | — | — | (1,215,000 | ) | — | (1,215,000 | ) | ||||||||||||||||
| Stock-based compensation | — | — | 144,000 | — | — | 144,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | — | — | — | — | — | ||||||||||||||||||
| Cashless exercise of stock options | 105,000 | 1,000 | (1,000 | ) | — | — | — | |||||||||||||||||
| Shares delivered to fund stock option exercise | (69,116 | ) | — | — | — | — | — | |||||||||||||||||
| Treasury stock purchased and retired | (300 | ) | — | — | (1,000 | ) | — | (1,000 | ) | |||||||||||||||
| Net unrealized gain on corporate bonds and notes | — | — | — | — | 110,000 | 110,000 | ||||||||||||||||||
| Net Loss | — | — | — | (240,000 | ) | — | (240,000 | ) | ||||||||||||||||
| Balance – March 31, 2019 | 23,782,761 | $ | 238,000 | $ | 65,294,000 | $ | (8,558,000 | ) | $ | 29,000 | $ | 57,003,000 | ||||||||||||
| Stock-based compensation | — | — | 127,000 | — | — | 127,000 | ||||||||||||||||||
| Vesting of restricted stock units | 11,250 | — | — | — | — | — | ||||||||||||||||||
| Proceeds from exercise of stock options | 65,150 | — | 107,000 | — | — | 107,000 | ||||||||||||||||||
| Cashless exercise of stock options | 859,849 | 9,000 | (9,000 | ) | — | — | — | |||||||||||||||||
| Shares delivered to fund stock option exercises | (490,351 | ) | (5,000 | ) | 5,000 | — | — | — | ||||||||||||||||
| Value of shares delivered to pay withholding taxes | — | — | — | (366,000 | ) | — | (366,000 | ) | ||||||||||||||||
| Treasury stock purchased and retired | (139,848 | ) | (1,000 | ) | — | (332,000 | ) | — | (333,000 | ) | ||||||||||||||
| Net unrealized gain on corporate bonds and notes | — | — | — | — | 53,000 | 53,000 | ||||||||||||||||||
| Net loss | — | — | — | (208,000 | ) | — | (208,000 | ) | ||||||||||||||||
| Balance – June 30, 2019 | 24,088,811 | $ | 241,000 | $ | 65,524,000 | $ | (9,464,000 | ) | $ | 82,000 | $ | 56,383,000 | ||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -5- |
- 5 -
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||||
| 2019 | 2018 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (448,000 | ) | $ | 8,037,000 | |||
| Adjustments to reconcile net income(loss)to net cash | ||||||||
| (used in) provided by operating activities: | ||||||||
| Amortization of patents | 141,000 | 139,000 | ||||||
| Stock-based compensation | 271,000 | 451,000 | ||||||
| Loss from equity investment | 149,000 | ― | ||||||
| Deferred tax benefit | (103,000 | ) | — | |||||
| Amortization of right of use asset, net | 67,000 | — | ||||||
| Unrealized gain on marketable securities | (45,000 | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Royalty receivables | (197,000 | ) | 127,000 | |||||
| Prepaid taxes | — | 125,000 | ||||||
| Other current assets | 54,000 | 39,000 | ||||||
| Accounts payable | 133,000 | (10,000 | ) | |||||
| Income taxes payable | — | 1,164,000 | ||||||
| Operating lease obligations | (67,000 | ) | — | |||||
| Accrued expenses | (1,297,000 | ) | (1,693,000 | ) | ||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES | (1,342,000 | ) | 8,379,000 | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Sales of marketable securities | 21,611,000 | 4,894,000 | ||||||
| Purchases of marketable securities | (22,291,000 | ) | (24,378,000 | ) | ||||
| Development of patents | (35,000 | ) | (53,000 | ) | ||||
| Equity Investment | (1,000,000 | ) | — | |||||
| NET CASH USED IN INVESTING ACTIVITY | (1,715,000 | ) | (19,537,000 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Cash dividends paid | (1,191,000 | ) | (1,188,000 | ) | ||||
| Value of shares delivered to fund withholding taxes | (366,000 | ) | (50,000 | ) | ||||
| Repurchases of common stock, inclusive of commissions | (333,000 | ) | (1,283,000 | ) | ||||
| Proceeds from exercise of options and warrants | 107,000 | 30,000 | ||||||
| NET CASH USED IN FINANCING ACTIVITIES | (1,783,000 | ) | (2,491,000 | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (4,840,000 | ) | (13,649,000 | ) | ||||
CASH AND CASH EQUIVALENTS, beginning of period | 23,763,000 | 44,351,000 | ||||||
CASH AND CASH EQUIVALENTS, end of period | $ | 18,923,000 | $ | 30,702,000 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | — | $ | 918,000 | ||||
| NON-CASH FINANCING ACTIVITY | ||||||||
| Accrued dividend rights on restricted stock units | $ | 27,000 | $ | 41,000 | ||||
| Six Months Ended June 30, | ||||||||
| 2020 | 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (1,921,000 | ) | $ | (448,000 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| used in operating activities: | ||||||||
| Amortization of patents | 144,000 | 141,000 | ||||||
| Stock-based compensation | 157,000 | 271,000 | ||||||
| Loss from equity investment | 498,000 | 149,000 | ||||||
| Deferred tax benefit | — | (103,000 | ) | |||||
| Amortization of right of use asset, net | 41,000 | 67,000 | ||||||
| Unrealized (gain) on marketable securities | (1,000 | ) | (45,000 | ) | ||||
| Changes in operating asset and liabilities: | ||||||||
| Royalty receivables | 215,000 | (197,000 | ) | |||||
| Other current assets | 48,000 | 54,000 | ||||||
| Accounts payable | (384,000 | ) | 133,000 | |||||
| Operating lease obligations | (41,000 | ) | (67,000 | ) | ||||
| Accrued expenses | (829,000 | ) | (1,297,000 | ) | ||||
| NET CASH USED IN OPERATING ACTIVITIES | (2,073,000 | ) | (1,342,000 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Sales of marketable securities | 13,169,000 | 21,611,000 | ||||||
| Purchases of marketable securities | (11,209,000 | ) | (22,291,000 | ) | ||||
| Development of patents | (39,000 | ) | (35,000 | ) | ||||
| Equity investment | — | (1,000,000 | ) | |||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | 1,921,000 | (1,715,000 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Cash dividends paid | (1,211,000 | ) | (1,191,000 | ) | ||||
| Value of shares delivered to fund withholding taxes | — | (366,000 | ) | |||||
| Repurchases of common stock, inclusive of commissions | (252,000 | ) | (333,000 | ) | ||||
| Proceeds from exercise of options | — | 107,000 | ||||||
| NET CASH USED IN FINANCING ACTIVITIES: | (1,463,000 | ) | (1,783,000 | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,615,000 | ) | (4,840,000 | ) | ||||
| CASH AND CASH EQUIVALENTS, beginning of period | 22,587,000 | 23,763,000 | ||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | 20,972,000 | $ | 18,923,000 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Income taxes | $ | — | $ | — | ||||
| NON-CASH FINANCING ACTIVITY | ||||||||
| Accrued dividend rights on restricted stock units | $ | 19,000 | $ | 27,000 | ||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statementsstatements.
| -6- |
NETWORK-1 TECHNOLOGIES, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE A – BASIS OF PRESENTATION AND NATURE OF BUSINESS:
[1] BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited, but, in the opinion of the management of Network-1 Technologies, Inc. (the "Company"“Company”), contain all adjustments consisting only of normal recurring items which the Company considers necessary for the fair presentation of the Company'sCompany’s financial position as of June 30, 2019,2020, and the results of its operations and comprehensive income (loss)loss for the three and six month periods ended June 30, 20192020 and June 30, 2018,2019, changes in stockholders'stockholders’ equity for the three and six month periods ended June 30, 20192020 and June 30, 2018,2019, and its cash flows for the six month periods ended June 30, 20192020 and June 30, 2018.2019. The unaudited condensed consolidated financial statements included herein have been prepared in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP may have been omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 20182019 included in the Company'sCompany’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2019.20, 2020. The results of operations for the three and six months ended June 30, 20192020 are not necessarily indicative of the results of operations to be expected for the full year.
The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiary, Mirror Worlds Technologies, LLC.
[2] BUSINESS
The Company is engaged in the development,
licensing and protection of its intellectual property assets. The Company presently owns| -7- |
NOTE A – BASIS OF PRESENTATION AND NATURE OF BUSINESS (continued)
accrues for any period subsequent to the expiration date (March 7, 2020). Notwithstanding the expiration of the Remote Power Patent, the Company may still receive significant revenue from its Remote Power Patent for periods prior to March 7, 2020 if is successful on its appeal to the U.S. Court of Appeals for the Federal Circuit of the District Court’s order of non-infringement of the Remote Power Patent in its trial with Hewlett Packard (see below and Note I [1] and Note I [2] hereof). The Company has also entered into two license agreements with respect to its Mirror Worlds Patent Portfolio.
The Company'sCompany’s current strategy includes continuing to pursue licensing opportunities for its intellectual property assets. In addition, the Company continually reviews opportunities to acquire or license additional intellectual property as well as other strategic alternatives. The Company'sCompany’s patent acquisition strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as the Company has achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. In addition, the Company may enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property.
On November 13, 2017, a jury empaneled inAugust 30, 2018, the Company appealed to the U.S. Court of Appeals for the Federal Circuit the decision of the U.S. District Court for the Eastern District of Texas Tyler Division, found that certain claims of the Company's Remote Power Patent were invalid and not infringed by Hewlett-Packard (the "HP Jury Verdict"). On August 29, 2018, the District Court (i) granted the Company's motion for judgment as a matter of law that its Remote Power Patent is valid, thereby overturning the HP Jury Verdict of invalidity and (ii) denied the Company's motion for a new trial on infringement. The Company has appealed the District Court's denial ofdenying its motion for a new trial on infringement with respect to the U.S. Court of Appeals forNovember 13, 2017 jury finding that its Remote Power Patent was not infringed by Hewlett Packard (“HP”). Oral argument on the Federal Circuitappeal took place on November 4, 2019 and a decision is pending (see Note I[1] hereof). The HP Jury Verdict had a material adverse effect on the Company's results of operations and cash-flow for the year ended December 31, 2018 and the three and six months ended
Consistent
| -8- |
NoteB – Summary of Significant Accounting Policies
| [1] | Use of Estimates and Assumptions |
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The significant estimates and assumptions made in the preparation of the Company'sCompany’s unaudited condensed consolidated financial statements include revenue recognition, stock-based compensation, income taxes, valuation of patents and equity method investments, including evaluation of the Company'sCompany’s basis difference. Actual results could be materially different from those estimates, upon which the carrying values were based.
| [2] | Cash and Cash Equivalents |
The Company maintains cash deposits in high quality financial institutions insured by the Federal Deposit Insurance Corporation ("FDIC" (“FDIC”). Accounts at each institution are insured by the FDIC up to $250,000. At June 30, 2019,2020, the Company maintained a cash balance of $12,107,000$19,122,000 in excess of the FDIC insured limit.
The Company considers all highly liquid short-term investments, including certificates of deposit and money market funds, that are purchased with an
original maturity of three months or less to be cash equivalents.| [3] | Marketable Securities |
The Company'sCompany’s marketable securities are comprised of certificates of deposit with original maturity greater than three months from date of purchase, bondfixed income mutual funds, and corporate bonds and notes (see Note F). At June 30, 2019,2020, included in marketable securities, the Company had aggregate certificates of deposit of $7,006,000$9,516,000 at financial institutions which constituted $500,000 in excess ofwere within the FDIC limit. The Company'sCompany’s marketable securities are measured at fair value and are accounted for in accordance with ASU 2016-01. Unrealized holding gains and losses on certificates of deposit and bondfixed income mutual funds are recorded in net realized and unrealized gain (loss) from investments on the unaudited condensed consolidated statements of incomeoperations and comprehensive income(loss).loss. Unrealized holding gains and losses, net of the related tax effect, on corporate bonds and notes are excluded from earnings and are reported as a separate component of stockholders'stockholders’ equity until realized. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of the marketable securities.
- 9 -[4]
Under ASC 606, revenue is recognized when the Company completes the licensing of its intellectual property to its licensees, in an amount that reflects the consideration the Company expects to be entitled to in exchange for licensing its intellectual property.
| -9- |
Note B – Summary of Significant Accounting Policies (continued)
The Company determines revenue recognition through the following steps:
| · | identification of the license agreement; |
| · | identification of the performance obligations in the license agreement; |
| · | determination of the consideration for the license; |
| · | allocation of the transaction price to the performance obligations in the contract; and |
| · | recognition of revenue when the Company satisfies its performance obligations. |
Revenue disaggregated by source is as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Fully-Paid - Licenses | $ | ― | $ | ― | $ | 130,000 | (1) | $ | 12,700,000 | |||||||
| Royalty Bearing - Licenses | 599,000 | 471,000 | 1,075,000 | 914,000 | ||||||||||||
| Other Revenue | ― | ― | ― | 6,320,000 | (2) | |||||||||||
| Total Revenue | $ | 599,000 | $ | 471,000 | $ | 1,205,000 | $ | 19,934,000 | ||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Fully-Paid - Licenses | $ | ― | $ | ― | $ | ― | $ | 130,000 | (1) | |||||||
| Royalty Bearing - Licenses | 55,000 | 599,000 | 216,000 | 1,075,000 | ||||||||||||
| Total Revenue | $ | 55,000 | $ | 599,000 | $ | 216,000 | $ | 1,205,000 | ||||||||
__________________________
(1) Includes conversion of an existing royalty bearing license to a fully-paid license.
The Company relies on royalty reports received from third party licensees to record its revenue. From time to time, the Company may audit or otherwise dispute royalties reported from licensees. Any adjusted royalty revenue as a result of such audits or dispute is recorded by the Company in the period in which such adjustment is agreed to by the Company and the licensee or otherwise determined.
Revenue from the Company'sCompany’s patent licensing business is generated from negotiated license agreements. The timing and amount of revenue recognized from each licensee depends upon a variety of factors, including the terms of each agreement and the nature of the obligations of the parties. These agreements may include, but not be limited to, elements related to past infringement liabilities, non-refundable upfront license fees, and ongoing royalties on licensed products sold by the licensee. Generally, in the event of settlement of litigation related to the Company'sCompany’s assertion of patent infringement involving its intellectual property, defendants will either pay (i) a non-refundable lump sum payment for a non-exclusive fully-paid license (a "Fully-Paid License"“Fully-Paid License”), or (ii) a non-refundable lump sum payment (license initiation fee) together with an ongoing obligation to pay quarterly or monthly royalties to the Company for the life of the licensed patent (a "Royalty“Royalty Bearing License"License”).
The Company'sCompany’s license agreements, both Fully-Paid Licenses and Royalty Bearing Licenses, typically include some combination of the following: (i) the grant of a non-exclusive license to manufacture and/or sell products covered by its patented technologies; (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted pursuant to these licenses typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company typically has no further performance obligations with respect to the grant of the non-exclusive licenses. Generally, the license agreements provide for the grant of the licenses, releases, and other obligations following execution of the agreement and the receipt of the up-front lump sum payment for a Fully-Paid License or a license initiation fee for a Royalty Bearing License.
| -10- |
Note B – Summary of Significant Accounting Policies (continued)
Ongoing Royalty Payments: Certain of the Company'sCompany’s revenue from Royalty Bearing Licenses results from the calculation of royalties based on a licensee'slicensee’s actual quarterly sales (one licensee pays monthly royalties) of licensed products, applied to a contractual royalty rate. Licensees that pay royalties on a quarterly basis generally report to the Company actual quarterly sales and related quarterly royalties due within 45 days after the end of the quarter in which such sales activity takes place. Licensees with Royalty Bearing Licenses are obligated to provide the Company with quarterly (or monthly) royalty reports that summarize their sales of licensed products and their related royalty obligations to the Company. The Company receives these royalty reports subsequent to the period in which its licensees underlying sales occurred. The amount of royalties due under Royalty Bearing Licenses, each quarter, cannot be reasonably estimated by management. Consequently, the Company recognizes revenue for the period in which the royalty report is received in arrears and other revenue recognition criteria are met.
Non-Refundable Up-Front Fees: Fully-Paid Licenses provide for a non-refundable up-front payment, for which the Company has no future obligations or performance requirements, revenue is generally recognized when the Company has obtained the signed license agreement, all performance obligations have been substantially performed, amounts are fixed and determinable, and collectability is reasonably assured. Revenue from Fully-Paid Licenses may consist of one or more installments. The timing and amount of revenue recognized from each licensee depends upon a number of factors including the specific terms of each agreement and the nature of the deliverables and obligations.
[5] Equity Method Investments
Equity method investments are equity securities in entities the Company does not control but over which it has the ability to exercise significant influence. These investments are accounted for under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures (see Note J hereof). Equity method investments are measured at cost minus impairment, if any, plus or minus the Company'sCompany’s share of an investee'sinvestee’s income or loss. The Company'sCompany’s proportionate share of the income or loss from equity method investments is recognized on a one-quarter lag. When the Company'sCompany’s carrying value in an equity method investment is reduced to zero, no further losses are recorded in the Company'sCompany’s financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding.
- 11 -[6]
The Company owns patents that relate to various technologies. The Company capitalizes the costs associated with acquisition, registration and maintenance of its acquired patents and amortizes these assets over their remaining useful lives on a straight-line basis. Any further payments made to maintain or develop the patents would be capitalized and amortized over the balance of the useful life for the patents.
[7] Costs of Revenue
The Company includes in costs of revenue for the three and six months ended June 30, 2020 , 2019 and 20182019 contingent legal fees payable to patent litigation counsel (see Note G[1] hereof), other contractual payments related to net proceeds from settlements (see Note G[2] hereof) and incentive bonus compensation payable to its Chairman and Chief Executive Officer (see Note H[1] hereof).
| -11- |
Note B – Summary of Significant Accounting Policies (continued)
[8] Income Taxes
The Company accounts for income taxes in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes (ASC 740), which requires the Company to use the assets and liability method of accounting for income taxes. Under the assets and liability method, deferred income taxes are recognized for the tax consequences of temporary (timing) differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company had no uncertain tax positions as of June 30 2019, 2020 and 2018.
U.S. federal, state and local income tax returns prior to 20152016 are not subject to examination by any applicable tax authorities, except that tax authorities could challenge returns (only under certain circumstances) for earlier years to the extent they generated loss carry-forwards that are available for those future years. In July 2018, the Internal Revenue Service notified the Company that it was examining its 2016 federal tax return.
In March 2020, the Company received notices of tax assessments for 2018 and forward, including, but not limited to, a reductionfrom the New York State Department of Taxation in the federal corporate rate from 35.0%amounts of $638,745 and $57,784. After discussions with the New York State Department of Taxation and Finance, on May 6, 2020, the Company filed an amended 2018 tax return to 21.0%, elimination ofprovide additional information. On May 13, 2020, the corporate alternative minimumCompany was advised that the amended return was accepted and there was no tax a new limitation onwith respect to the deductibility of certain executive compensation, limitations on net operating losses generated after December 31, 2017 and various other items.
The personal holding company ("PHC"(“PHC”) rules under the Internal Revenue Code impose a 20% tax on a PHC'sPHC’s undistributed personal holding company income ("(“PHC Income"Income”), which means, in general, taxable income subject to certain adjustments. For a corporation to be classified as a PHC, it must satisfy two tests: (i) that more than 50% in value of its outstanding shares must be owned directly or indirectly by 5 or fewer individuals at any time during the second half of the year (after applying constructive ownership rules to attribute stock owned by entities to their beneficial owners and among certain family members and other related parties) (the "Ownership Test"“Ownership Test”) and (ii) at least 60% of its adjusted ordinary gross income for a taxable year consists of dividends, interest, royalties, annuities and rents (the "Income Test"“Income Test”). As ofDuring July 2019 (as well as during the second half of prior years),2020, based upon available shareholder ownership information, the Company believes it did not meetmay have satisfied the Ownership Test. Due to the significant numberAs a
| -12- |
Note B – Summary of shares held by the Company's largest shareholders,Significant Accounting Policies (continued)
result, the Company continually assesses its share ownershiphas engaged tax counsel to determinefurther evaluate whether it meets the Ownership Test. Ifhas satisfied the Ownership Test were met and thewhether potential future income generated by the Company were determined to constitute "royalties"constitutes “royalties” within the meaning of the Income Test as well as other related PHC issues. If the Company satisfies the Ownership Test and achieves net income for the year ended December 31, 2020 (or for any subsequent year in which the Ownership Test is also satisfied) that is determined to satisfy the Income Test, the Company would constitute a PHC and for the year ended December 31, 2020 (and each subsequent year in which the Ownership Test is also satisfied), the Company would be subject to a 20% tax on the amount of any PHC Income that it does not distribute to its shareholders.
[9] Stock-Based Compensation
The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation ("“ASC 718"718”). ASC 718 requires all stock-based compensation to employees, including grants of employee stock options and restricted stock units, to be recognized in the condensed consolidated statements of incomeoperations and comprehensive incomeloss based on theirtheir grant date fair values.
Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share based payments issued to non-employees are recorded at their fair values and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period and are expensed using an accelerated attribution model. The Company uses the Black-Scholes option pricing model to determine the grant date fair value of options granted. The fair value of restricted stock units is determined based on the number of shares underlying the grant and either the quoted market price of the Company'sCompany’s common stock on the date of grant for time-based and performance-based awards, or the fair value on the date of grant using the Monte Carlo Simulation model for market-based awards (see Note D for further discussion of the Company'sCompany’s stock-based compensation).
ASU 2018-07, Compensation – Stock Compensation[10] ("ASC 718"), Improvements to Nonemployee Share-Based Payment AccountingEarnings Per Share ("ASU 2018-07)". The amendments in ASU 2018-07 expanded the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
The Company reports earnings per share in accordance with U.S. GAAP, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts, such as warrants and options to purchase common stock,
| -13- |
Note B – Summary of Significant Accounting Policies (continued)
[11] Fair Value Measurements
ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value.
There are three levels of inputs that may be used to measure fair value:
Level 1: Observable inputs such as quoted prices (unadjusted) in an active market for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Company using estimates and assumptions that the Company expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.
The carrying value of the Company'sCompany’s financial instruments, including cash and cash equivalents, royalty receivable, other assets, accounts payable, and accrued expenses approximates fair value because of the short-term nature of these financial instruments.
The Company'sCompany’s marketable securities are classified within Level 1 because they are valued using quoted market prices in an active market (see Marketable Securities–Securities – Note F).
[12] Carrying Value, Recoverability and Impairment of Long-Lived Assets
An impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value.
If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. At June 30, 20192020 and 2018,2019, there was no impairment to the Company'sCompany’s patents and equity investment.
The Company'sCompany’s equity method investment in ILiAD Biotechnologies, LLC ("ILiAD"(“ILiAD”), a privately held development stage biotechnology company (see Equity Investment – Note J) is evaluated on a non-recurring basis for impairment and is classified within Level 3 as it is valued using significant unobservable inputs or data in an inactive market, and the valuation requires management judgment due to the absence of market price and inherent lack of liquidity.
- 14 -[13]
Cash dividends are recorded when declared by the Company'sCompany’s Board of Directors. Common stock dividends are charged against retained earnings when declared or paid (see Note M hereof).
| -14- |
February 2016, the FASB issued ASU 2016-2, Leases ("ASC 842"), which required the Company to recognize lease assets and lease obligations (related to leases previously classified as operating under previous U.S. GAAP) on its condensed consolidated balance sheet. ASC 842 was effective for the Company on January 1, 2019. The adoption of ASC 842 impacted the Company's condensed consolidated financial statements in that existing leases were recorded as right-of-use ("ROU") assets and related lease obligations on the condensed consolidated balance sheet.
[14]New Accounting Standards
Recently Issued Accounting Standards
DisclosuresIncome Taxes
In December 2019, the Company adoptedFASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the final rule under SEC Release No. 33-10532, Disclosure UpdateAccounting for Income Taxes. The ASU removes certain exceptions for performing intra-period allocation and Simplification, which amended certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition,calculating income taxes in interim periods. It also simplifies the amendments expanded the disclosure requirementsaccounting for income taxes by requiring recognition of franchise tax partially based on the analysisincome as an income-based tax, requiring reflection of stockholders' equity for interim financial statements. Under the amendments, an analysis ofenacted changes in each caption of stockholders' equity presentedtax laws in the balance sheet must be providedinterim period and making improvements for income taxes related to employee stock ownership plans. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted, including adoption in a note or separate statement. The Company has updated its condensed consolidated financial statements to include a reconciliation of the beginning balance to the ending balance of stockholders' equity for eachany interim period for which financial statements have not been issued. The Company is currently evaluating the impact the standard will have on its consolidated financial statements.
Equity Securities
In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The ASU amends and clarifies certain interactions between the guidance under Topic 321, Topic 323 and Topic 815, by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in the ASU should be applied on a statement of operationsprospective basis. The ASU is presented.
Recently Adopted Accounting Pronouncements
Fair Value Measurements
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (" (“ASC 820"820”), Disclosure Framework -— Changes to the Disclosure Requirements for Fair Value Measurement (" (“ASU 2018-13"2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. On January 1, 2020, the Company adopted ASU 2018-13. The Company is currently evaluatingadoption of this standard did not have a material impact on the impact of ASU 2018-13 on itsCompany’s condensed consolidated financial statements.
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NOTE C – PATENTS
The Company'sCompany’s intangible assets at June 30 2019, 2020 include patents with estimated remaining economic useful lives ranging from 1.001.25 to 14.5013.25 years. For all periods presented, all of the Company'sCompany’s patents were subject to amortization. The gross carrying amounts and accumulated amortization related to acquired intangible assets as of June 30 2019, 2020 and December 31, 20182019 were as follows:
June 30, 2019 | December 31, 2018 | |||||||
Gross carrying amount – patents | $ | 7,717,000 | $ | 7,682,000 | ||||
Accumulated amortization – patents | (5,834,000 | ) | (5,693,000 | ) | ||||
Patents, net | $ | 1,883,000 | $ | 1,989,000 | ||||
| June 30, 2020 | December 31, 2019 | |||||||
| Gross carrying amount – patents | $ | 7,835,000 | $ | 7,797,000 | ||||
| Accumulated amortization – patents | (6,121,000 | ) | (5,978,000 | ) | ||||
| Patents, net | $ | 1,714,000 | $ | 1,819,000 | ||||
Amortization expense for the three months ended June 30, 2020 and June 30, 2019 was $72,000 and June 30, 2018 was $87,000, and $69,000, respectively. Amortization expense for the six months ended June 30, 20192020 and June 30, 20182019, was $141,000$144,000 and $139,000,$141,000 respectively. Future amortization of intangible assets, net is as follows:
| Twelve Months Ended June 30, | ||||
| 2020 | $ | 283,000 | ||
| 2021 | 283,000 | |||
| 2022 | 283,000 | |||
| 2023 | 283,000 | |||
| 2024 and thereafter | 751,000 | |||
| Total | $ | 1,883,000 | ||
| Twelve Months Ended June 30, | ||||||
| 2021 | $ | 293,000 | ||||
| 2022 | 293,000 | |||||
| 2023 | 293,000 | |||||
| 2024 | 118,000 | |||||
| 2025 and thereafter | 717,000 | |||||
| Total | $ | 1,714,000 | ||||
The Company'sCompany’s Remote Power Patent expires inexpired on March 7, 2020. The expiration dateAll of the patentpatents within the Company's Mirror Worlds Patent Portfolio is February 2020 (eight of the nine patents in theCompany’s Mirror Worlds Patent Portfolio have expired).expired. The expiration dates of the patents within the Cox Patent Portfolio range from September 2021 to November 2023. The expiration dates of patents within the Company'sCompany’s M2M/IoT Patent Portfolio range from September 2033 to May 2034 and the expiration date of the QoS Patents is June 2019.
NOTE D – STOCK-BASED COMPENSATION
Restricted Stock Units
During the six months ended June 30, 2020, the Company issued 15,000 restricted stock units (“RSUs”) to each of its three non-management directors as an annual grant for 2020 for service on the Company’s Board of Directors. The RSUs vest in four equal quarterly installments of 3,750 shares of common stock on March 15, 2020, June 15, 2020, September 15, 2020 and December 15, 2020, subject to continued service on the Board of Directors.
During the six months ended June 30, 2019, the Company issued 15,000 restricted stock units ("RSUs")RSUs to each of its three non-management directors as an annual grant for 2019 for service on the Company'sCompany’s Board of Directors. The RSUs vestvested in four equal quarterly installments of 3,750 shares of common stock on March 15, 2019, June 15, 2019, September 15, 2019 and December 15, 2019, subject to continued service on the Board of Directors.2019.
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NOTE D – STOCK-BASED COMPENSATION (CONTINUED)
A summary of restricted stock unit activity for the six months ended June 30, 20192020 is as follows (each restricted stock unit issued by the Company represents the right to receive one share of the Company'sCompany’s common stock):
| Number of Shares | Weighted-Average Grant Date Fair Value | |||||||
Balance of restricted stock units outstanding at December 31, 2018 | 505,000 | $ | 2.17 | |||||
Grants of restricted stock units | 45,000 | 2.60 | ||||||
Vested restricted stock units | (22,500 | ) | 2.60 | |||||
Balance of unvested restricted stock units at June 30, 2019 | 527,500 | $ | 2.19 | |||||
| Number of Shares | Weighted-Average Grant Date Fair Value | |||||||
| Balance of restricted stock units outstanding at December 31, 2019 | 340,000 | $ | 2.15 | |||||
| Grants of restricted stock units | 45,000 | 2.30 | ||||||
| Vested restricted stock units | (22,500 | ) | 2.30 | |||||
| Balance of unvested restricted stock units at June 30, 2020 | 362,500 | $ | 2.16 | |||||
Restricted stock unit compensation expense was $127,000$85,000 and $225,000$127,000 for the three months ended June 30, 20192020 and June 30, 2018,2019, respectively. Restricted stock unit compensation expense was $271,000$157,000 and $451,000$271,000 for the six months ended June 30, 20192020 and June 30, 2018,2019, respectively.
The Company has an aggregate of $472,000$170,000 of unrecognized restricted stock unit compensation as of June 30, 20192020 to be expensed over a weighted average period of .990.67 years.
All of the Company'sCompany’s outstanding (unvested) restricted stock units have dividend equivalent rights. As of June 30, 2019,2020, there was $102,000$100,000 accrued for dividend equivalent rights. As of December 31, 2018,2019, there was $76,000$90,000 accrued for dividend equivalent rights.
Stock Options
There were no stock option grants during the six months ended June 30, 20192020 and June 30, 2018.2019. The following table presents information relating to all stock options outstanding and exercisable at June 30, 2019:2020:
Range of Exercise Price | Options Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | Options Exercisable | ||||
| $1.19 - $2.34 | 605,000 | $1.39 | $2.86 | 605,000 |
Options | Weighted Average Exercise | Weighted | Options |
| 500,000 | $1.19 | 2.34 | 500,000 |
The Company had no recorded stock-based compensation related to stock option grants for the threesix months ended June 30, 20192020 and June 30, 2018.
The Company had no unrecognized stock-based compensation cost as of June 30, 2019.2020. The aggregate intrinsic value of stock options exercisable at June 30, 20192020 was $672,000.
During the six months ended June 30, 2020, stock options to purchase an aggregate of 105,000 shares of the Company’s common stock, at an exercise price of $2.34 per share, were exercised on a net exercise (cashless) basis by three non-management directors of the Company. With respect to the aforementioned stock options, net shares of an aggregate of 4,707 shares were delivered to the non-management directors.
During the three months ended June 30, 2019, stock options to purchase an aggregate of 925,000 shares were exercised by executive officers of the Company and a consultant (750,000 shares at an exercise price of $0.83 per share by the Company'sCompany’s Chairman and Chief Executive Officer, 50,000 shares at an exercise price of $1.65 per share by each of the Company'sCompany’s Chief Financial Officer and Executive Vice President and 75,000 shares at an exercise price of $1.65 per share by a consultant). With respect to such options, options to purchase an aggregate of 859,849 shares
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NOTE D – STOCK-BASED COMPENSATION (CONTINUED)
were exercised on a net exercise (cashless) basis by the Company'sCompany’s Chairman and Chief Executive Officer (750,000 shares), the Company'sCompany’s Executive Vice President (34,849 shares) and a consultant (75,000 shares) resulting in net shares (after delivery of shares for withholding taxes) of an aggregate of 328,111 issued to the Company'sCompany’s Chairman and Chief Executive Officer, 27,713 net shares issued to the Company'sCompany’s Executive Vice President and 28,824 net shares issued to the consultant.
NOTE E – EARNINGS (LOSS)LOSS PER SHARE
Basic earnings (loss)loss per share is calculated by dividing the net incomeloss by the weighted average number of outstanding common shares during the period. Diluted per share data includes the dilutive effects of options, warrants and restricted stock units. Potential shares of 1,132,500862,500 and 2,407,0001,132,500 at June 30, 20192020 and June 30, 2018,2019, respectively, consisted of options and restricted stock units.
Computations of basic and diluted weighted average common shares outstanding were as follows:
Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Weighted-average common shares outstanding – basic | 23,830,367 | 23,760,163 | 23,917,563 | 23,713,827 | ||||||||||||
| Dilutive effect of options, warrants and restricted stock units | ― | 1,839,418 | ― | ― | ||||||||||||
| Weighted-average common shares outstanding – diluted | 23,830,367 | 25,599,581 | 23,917,563 | 23,713,827 | ||||||||||||
| Options and restricted stock units excluded from the computation of diluted income (loss) per share because the effect of inclusion would have been anti-dilutive | 1,132,500 | ― | 1,132,500 | 2,407,000 | ||||||||||||
| Six Months Ended June 30, | Three Months Ended June 30, | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Weighted-average common shares outstanding – basic | 23,987,715 | 23,830,367 | 23,945,916 | 23,917,563 | ||||||||||||
| Dilutive effect of options, warrants and restricted stock units | — | — | — | — | ||||||||||||
| Weighted-average common shares outstanding – diluted | 23,987,715 | 23,830,367 | 23,945,916 | 23,917,563 | ||||||||||||
| Options and restricted stock units excluded from the computation of diluted loss per share because the effect of inclusion would have been anti-dilutive | 862,500 | 1,132,500 | 862,500 | 1,132,500 | ||||||||||||
NOTE F – MARKETABLE SECURITIES
Marketable securities as of June 30, 20192020 and December 31, 20182019 were composed of:
June 30, 2019 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Certificates of deposit | $ | 6,998,000 | $ | 8,000 | $ | ― | $ | 7,006,000 | ||||||||
| Short term bond funds | 13,970,000 | 37,000 | ― | 14,007,000 | ||||||||||||
| Corporate bonds and notes | 11,021,000 | 145,000 | $ | (63,000 | ) | $ | 11,103,000 | |||||||||
| Total marketable securities | $ | 31,989,000 | $ | 190,000 | $ | (63,000 | ) | $ | 32,116,000 | |||||||
| June 30, 2020 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Certificates of deposit | $ | 9,516,000 | $ | 56,000 | $ | — | $ | 9,572,000 | ||||||||
| Fixed income mutual funds | 8,692,000 | — | (64,000 | ) | 8,628,000 | |||||||||||
| Corporate bonds and notes | 5,492,000 | 88,000 | (17,000 | ) | 5,563,000 | |||||||||||
| Total marketable securities | $ | 23,700,000 | $ | 144,000 | $ | (81,000 | ) | $ | 23,763,000 | |||||||
| December 31, 2019 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Certificates of deposit | $ | 8,953,000 | $ | 6,000 | $ | — | $ | 8,959,000 | ||||||||
| Fixed income mutual funds | 7,878,000 | 1,000 | $ | — | 7,879,000 | |||||||||||
| Corporate bonds and notes | 8,813,000 | 112,000 | (33,000 | ) | 8,892,000 | |||||||||||
| Total marketable securities | $ | 25,644,000 | $ | 119,000 | $ | (33,000 | ) | $ | 25,730,000 | |||||||
| ||||||||||||||||
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December 31, 2018 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Certificates of deposit | $ | 13,151,000 | $ | ― | $ | ― | $ | 13,151,000 | ||||||||
| Short term bond funds | 9,648,000 | ― | (8,000 | ) | 9,640,000 | |||||||||||
| Corporate bonds and notes | 8,518,000 | ― | (81,000 | ) | 8,437,000 | |||||||||||
| Total marketable securities | $ | 31,317,000 | ― | $ | (89,000 | ) | $ | 31,228,000 | ||||||||
NOTE G – COMMITMENTS AND CONTINGENCIES
[1] Legal Fees
Russ, August & Kabat provides legal services to the Company with respect to its patent litigation filed in May 2017 against Facebook, Inc. in the U.S. District Court for the Southern District of New York relating to several patents within the Company'sCompany’s Mirror Worlds Patent Portfolio (see Note I[4] hereof). The terms of the Company'sCompany’s agreement with Russ, August & Kabat provide for cash payments on a monthly basis subject to a cap plus a contingency fee ranging between 15% and 24% of the net recovery (after deduction of expenses) depending on the stage of the proceeding in which the result (settlement or judgment) is achieved. The Company is responsible for all of the expenses incurred with respect to this litigation.
Russ, August & Kabat also provides legal services to the Company with respect to its pending patent litigations filed in April 2014 and December 2014 against Google Inc. and YouTube, LLC in the U. S.U.S. District Court for the Southern District of New York relating to certain patents
Dovel & Luner, LLP provides legal services to the Company with respect to its patent litigation filed in September 2011 against sixteen (16) data networking equipment manufacturers in the U.S. District Court for the Eastern District of Texas, Tyler (see Note I[1] hereof). The terms of the Company'sCompany’s agreement with Dovel & Luner LLP essentially provide for legal fees on a full contingency basis ranging from 12.5% to 35% (with certain exceptions) of the net recovery (after deduction for expenses) depending on the stage of the preceding in which a result (settlement or judgment) is achieved. For the three months ended June 30, 20192020 and June 30, 2018,2019, the Company incurred aggregate contingent legal fees to Dovel & Luner, LLP with respect to the litigation of $136,000$18,000 and $100,000,$136,000, respectively. For the six months ended June 30, 20192020 and June 30, 2018,2019, the Company incurred contingent legal fees to Dovel & Luner, LLP with respect to the litigation of $37,000 and $244,000, respectively. As of June 30, 2020 and for the year ended December 31, 2019, the Company included in accrued expenses aggregate contingent legal fees to Dovel & Luner, LLP with respect to the litigation of $244,000$36,000 and $6,377,000,$485,000, respectively. The Company is responsible for a certain portion of the expenses incurred with respect to the litigation.
Dovel & Luner, LLP also provided legal services to the Company with respect to the litigation settled in July 2010 against Cisco and several other major data networking equipment manufacturers (see Note I[2] hereof). The terms of the Company'sCompany’s agreement with Dovel & Luner, LLP with respect to this litigation provided for legal fees of a maximum aggregate cash payment of $1.5 million plus a contingency fee of 24% (based on the settlement being achieved at the trial stage). As a result of theWith respect to royalty payments payable quarterly byreceived from Cisco in accordance with the Company'sCompany’s settlement and license agreement with Cisco, the Company has an obligation to pay Dovel & Luner, LLP (including local counsel) 24% of such royalties received. During the three and six months ended June 30, 20192020 and June 30, 2018,2019, the Company did not incur any contingent legal fees to Dovel & Luner, LLP with respect to the litigation.
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NOTE G – COMMITMENTS AND CONTINGENCIES (CONTINUED)
[2] Patent Acquisitions
In connection with the Company completed theCompany’s acquisition of four patents (as well as a pending patent application) from Dr. Ingemar Cox (these patents together with subsequent related patent issuances comprise theits Cox Patent Portfolio), a technology leader in digital watermarking content identification, digital rights management and related technologies, for a purchase price of $1,000,000 in cash and 403,226 shares of the Company's common stock. In addition,Portfolio, the Company is obligated to pay Dr. Cox 12.5% of the net proceeds (after deduction of expenses) generated by the Company from licensing, sale or enforcement of the patents. Since the acquisition of the patent portfolio from Dr. Cox, the Company has been issued twenty-nine (29) additional related patents by the USPTO resulting in an aggregate of thirty-three (33) patents within the Cox Patent Portfolio.
As consideration for the patent acquisition, the Company paid Looking Glass $3,000,000 in cash, and issued 5-year warrants to purchase an aggregate of 1,750,000 shares of the Company's common stock (875,000 shares of common stock at an exercise price of $1.40 per share and
On December 29, 2017,In connection with the Company acquired from M2M and IoT Technologies, LLC ("M2M") theCompany’s acquisition of its M2M/IoT Patent Portfolio, consisting of twelve (12) issued U.S. patents relating to, among other things, the enabling technology for authenticating and using embedded SIM cards in next generation IoT, Machine-to-Machine, and other mobile devices, including smartphones, tablets and computers as well as automobiles and drones. The Company paid $1,000,000 to acquire the M2M/IoT Patent Portfolio from M2M and has an obligationis obligated to pay M2M 14% of the first $100 million of net proceeds (after deduction of expenses) and 5% of net proceeds greater than $100 million from Monetization Activities (as defined) related to the patent portfolio. In addition, M2M will be entitled to receive from the Company $250,000 of additional consideration upon the occurrence of certain future events related to the patent portfolio. Since the acquisition of the patent portfolio from M2M, the Company has been issued eleven (11) additional related patents by the USPTO resulting in an aggregate of twenty-three (23) issued U.S. patents.
[3] Lease Agreements
|
Under ASC 842 (see Note B[15] hereof), operating lease expense is generally recognized evenly over the term of the lease. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease arrangements entered into or reassessed after the adoption of ASC 842, the Company combines the lease and non-lease components in determining the right-of-use ("ROU"(“ROU”) assets and related lease obligation.
Activity related to the Company’s operating leases was as follows:
| Three Months Ended June 30, 2020 | Six Months Ended June 30, 2020 | |||||||
| Operating lease expense | $ | 8,000 | $ | 41,000 | ||||
| Cash paid for amounts included in the measurement of operating lease obligations | $ | 8,000 | $ | 41,000 | ||||
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NOTE G – COMMITMENTS AND CONTINGENCIES (continued)
Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | |||||||
| Operating lease expense | $ | 40,000 | $ | 74,000 | ||||
Cash paid for amounts included in the measurement of operating lease obligations | $ | 33,000 | $ | 67,000 | ||||
The Company'sCompany’s operating lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate was determined based on information available for purposes of determining the present value of lease payments. The Company has used an incremental borrowing rate of 5.5% at January 1, 2019 for all leases that commenced prior to that date. ROU assets obtained in exchange forrecognized operating lease obligations totaled $128,000 at January 1,right-of use assets as of December 31, 2019. ROU lease assets and related lease obligations for the Company'sCompany’s operating leases were recorded in the unaudited condensed consolidated balance sheet as follows:
| As of | ||||
| June 30, 2019 | ||||
| Operating lease right-of-use assets | $ | 63,000 | ||
| Operating lease obligations – current | $ | 64,000 | ||
| Total lease obligations | $ | 64,000 | ||
Weighted average remaining lease term (in months) | 8 | |||
| Weighted average discount rate | 5.5 | % | ||
| As of | As of | |||||||
| June 30, 2020 | December 31, 2019 | |||||||
| Operating lease right-of-use assets | $ | — | $ | 41,000 | ||||
| Operating lease obligations – current | $ | — | $ | 41,000 | ||||
| Total lease obligations | $ | — | $ | 41,000 | ||||
| Weighted average remaining lease term (in months) | — | 4 months | ||||||
| Weighted average discount rate | — | 5.5% | ||||||
As of June 30, 2020, there were no future lease payments included in the measurement of operating lease liabilities on the unaudited condensed consolidated balance sheet as all of June 30, 2019, were as follows:
| Operating Leases | ||||
| 2019 – remaining period | $ | 45,000 | ||
| 2020 | 20,000 | |||
| Total future minimum lease payments | 65,000 | |||
| Less imputed interest | (1,000 | ) | ||
| Total operating lease liability | $ | 64,000 | ||
NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS
[1] On July 14, 2016, the Company entered into a new employment agreement ("Agreement"(“Agreement”) with its Chairman and Chief Executive Officer pursuant to which he continues to serve the Company in such positions for a five year term, at an annual base salary of $475,000 which shall be increased by 3% per annum during the term of the Agreement. The Agreement established an annual target bonus of $175,000 for the Chairman and Chief Executive Officer based upon performance. In addition, the Company granted to the Chairman and Chief Executive Officer, under its 2013 Stock Incentive Plan, 750,000 restricted stock units ("RSUs"(“RSUs”). The Agreement provided for the 750,000 RSUs to vest in the three tranches, as follows: (i) 250,000 RSUs shall vest on July 14, 2018, subject to the Chairman and Chief Executive Officer'sOfficer’s continued employment
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NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS (CONTINUED)
Under the terms of the Agreement, so long as the Chairman and Chief Executive Officer continues to serve as an executive officer of the Company, whether pursuant to the Agreement or otherwise, the Chairman and Chief Executive Officer shall also receive incentive compensation in an amount equal to 5% of the Company'sCompany’s gross royalties or other payments from Licensing Activities (as defined) (without deduction of legal fees or any other expenses) with respect to its Remote Power Patent and a 10% net interest (gross royalties and other payments after deduction of all legal fees and litigation expenses related to licensing, enforcement and sale activities, but in no event shall he receive less than 6.25% of the gross recovery) of the Company'sCompany’s royalties and other payments relating to Licensing Activities with respect to patents other than the Remote Power Patent (including the Mirror Worlds Patent Portfolio, Cox Patent Portfolio and M2M/IoT Patent Portfolio) (collectively, the "Incentive Compensation"“Incentive Compensation”). During the three months ended June 30, 20192020 and June 30, 2018,2019, the Chairman and Chief Executive Officer earned Incentive Compensation of $30,000$2,000 and $24,000,$30,000, respectively. During the six months endended June 30, 20192020 and June 30, 2018,2019, the Chairman and Chief Executive Officer earned Incentive Compensation ofincentive compensation $10,000 and $60,000, and $997,000, respectively. As ofAt June 30, 20192020 and December 31, 2018, $60,0002019, $10,000 and $109,000$92,000 of such compensation were included in accrued expenses, respectively.
On July 14, 2018, 375,000 RSUs owned by the Company’s Chairman and Chief Executive Officer vested in accordance with the above referenced terms of the Agreement. With respect to such vesting of RSUs, the Company’s Chairman and Chief Executive Officer delivered 172,313 shares of common stock to satisfy withholding taxes and received 202,687 net shares of common stock. On July 14, 2019, 125,000 additional restricted stock units owned by the Company’s Chairman and Chief Executive Officer vested in accordance with the Agreement. With respect to the vesting of such restricted stock units, the Company’s Chairman and Chief Executive Officer delivered 56,813 shares of common stock to satisfy withholding taxes and received 68,187 net shares of common stock.
The Incentive Compensation shall continue to be paid to the Chairman and Chief Executive Officer for the life of each of the Company'sCompany’s patents with respect to licenses entered into with third parties during the term of his employment or at any time thereafter, whether he is employed by the Company or not; provided, that, the Chairman and Chief Executive Officer'sOfficer’s employment has not been terminated by the Company "For Cause"“For Cause” (as defined) or terminated by him without "Good Reason"“Good Reason” (as defined). In the event of a merger or sale of substantially all of the assets of the Company, the Company has the option to extinguish the right of the Chairman and Chief Executive Officer to receive future Incentive Compensation by payment to him of a lump sum payment, in an amount equal to the fair market value of such future interest as determined by an independent third party expert if the parties do not reach agreement as to such value. In the event that the Chairman and Chief Executive Officer'sOfficer’s employment is terminated by the Company "Other“Other Than For Cause"Cause” (as defined) or by him for "Good Reason"“Good Reason” (as defined), the Chairman and Chief Executive Officer shall also be entitled to (i) a lump sum severance payment of 12 months base
In connection with the Agreement, the Chairman and Chief Executive Officer has also agreed not to compete with the Company as follows: (i) during the term of the Agreement and for a period of 12 months thereafter if his employment is terminated by us "Other“Other Than For Cause"Cause” (as defined) provided he is paid his 12 month base salary severance amount and (ii) for a period of two years from the termination date, if terminated "For Cause"“For Cause” by the Company or "Without“Without Good Reason"Reason” by the Chairman and Chief Executive Officer.
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NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS (CONTINUED)
[2] The Company'sCompany’s Chief Financial Officer serves on an at-will basis pursuant to an offer letter dated April 9, 2014, at an annual base salary of $175,000 (increased in June 2016 from $157,500) and is eligible to receive incentive or bonus compensation on an annual basis in the discretion of the Company'sCompany’s Compensation Committee. In connection with the offer letter, the Chief Financial Officer was issued, under the Company's 2013 Stock Incentive Plan, a 5-year stock option to purchase 50,000 shares of the common stock, at an exercise price of $1.65 per share, which option vested in two equal amounts (25,000 shares each) on each of December 31, 2014 and December 31, 2015. In the event the Chief Financial Officer'sOfficer’s employment is terminated without "Good Cause"“Good Cause” (as defined), he shall receive (i) (a) 6 months base salary or (b) 12 months base salary in the event of a termination without "Good Cause"“Good Cause” within 6 months following a "Change“Change of Control"Control” of the Company (as defined) and (ii) accelerated vesting of all remaining unvested shares underlying his options or any other awards he may receive in the future. On June 9, 2016, the Company granted 50,000 RSUs to its Chief Financial Officer, which vested 25,000 RSUs on June 9, 2017 and 25,000 RSUs on June 9, 2018. On November 27, 2018, the Company's Chief Financial Officer was granted 40,000 RSUs, with 50% of such RSUs vesting on the one year anniversary of the grant date (November 27, 2019) and 50% vesting on the two year anniversary of the grant date (November 27, 2020), subject to the Chief Financial Officer's continued employment by the Company.
[3]
TheNote I – Legal Proceedings
[1] In September 2011, the Company initiated patent litigation against sixteen (16) data networking equipment manufacturers (and affiliated entities) in the U.S. District Court for the Eastern District of Texas, Tyler Division, for infringement of its Remote Power Patent. Named as defendants in the lawsuit, excluding affiliated parties, were Alcatel-Lucent USA, Inc., Allied Telesis, Inc., Avaya Inc., AXIS Communications Inc., Dell, Inc., GarrettCom, Inc., Hewlett-Packard Company, Huawei Technologies USA, Juniper Networks, Inc., Motorola Solutions, Inc., NEC Corporation, Polycom Inc., Samsung Electronics Co., Ltd., ShoreTel, Inc., Sony Electronics, Inc., and Transition Networks, Inc.
On November 13, 2017, a jury empaneled in the U.S. District Court for the Eastern District of Texas, Tyler Division, found that certain claims of the Company'sCompany’s Remote Power Patent were invalid and not infringed by HP. On February 2, 2018, the Company moved to throw out the jury verdict and have the Court determine that certain claims of the Remote Power Patent are not obvious (invalid) as a matter of law by filing motions for judgment as a matter of law on validity and a new trial on validity and infringement. On August 29, 2018, the District Court issued an order granting the Company'sCompany’s motion for judgment as a matter of law that the Remote Power Patent is valid, thereby overturning the jury verdict of invalidity and denied the Company'sCompany’s motion for a new trial on infringement. On August 30, 2018, the Company appealed the District Court'sCourt’s denial of its motion for a new trial on infringement to the U.S. Court of Appeals for the Federal Circuit. On September 13, 2018, HP filed a cross-appeal of the District Court'sCourt’s order that the Remote Power Patent is valid as a matter of law. No hearingOral argument on the appeal has been set.was held on November 4, 2019 and a decision is pending. If the Company is unable to reverse the District Court order on appeal, or thereit is not likely that the Company will receive significant licensing revenue from Cisco and certain other licensees for the period beginning in the fourth quarter of 2017 through the date of expiration of the Remote Power Patent (March 7, 2020) unless the Company obtains an arbitration ruling that the District Court order relievesdoes not affect the obligation of certain of the Company's licensees including Cisco the Company's largest licensee, to continue to pay royalties to the Company and the District Court order is not subsequently reversed on appeal, the Company's business, results of operations and cash-flow will continue to be materially adversely effected.
[2]
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Note I – Legal Proceedings (continued)
Power Patent and such finding applies to the applicable licensee'slicensee’s licensed products. As a result of the HP Jury Verdictjury verdict in November 2017 several of the Company'sCompany’s largest licensees, including Cisco, its largest licensee, notified the Company in late November 2017 and January 2018 that they will no longer make ongoing royalty payments to the Company pursuant to their license agreements. If the Company successfully overturns the District Court judgment of non-infringement in the appeal to the Federal Circuit, certain licensees of the Remote Power Patent, including Cisco, will be obligated to pay the Company ongoing royalties and all royalties that accrued but were not paid following (and prior to)beginning in the HP Jury Verdict in November 2017.fourth quarter of 2017 through March 2020. If the Company is unable to reverse the District Court order of non-infringement on appeal, or there isCisco and such other licensees are not likely to pay the Company royalties for such period unless the Company obtains an arbitration ruling that certain of our licensees, including Cisco, are relieved of their obligations to pay royalties and the District Court order of non-infringement isdoes not subsequently reversed on appeal,affect the Company's business, resultsobligation of operations and cash-flow will continuesuch licensees to be materially adversely pay the Company royalties or the Company reaches a satisfactory resolution with such licensees.effected (see Note I[1] hereof).
[3]
On April 4, 2014 and December 3, 2014, the Company initiated litigation against Google Inc.[4]
On May 9, 2017, Mirror Worlds Technologies, LLC, the| -24- |
Note I – Legal Proceedings (continued)
[5] On November 13, 2018, the Company filed a lawsuit against Dell, Inc. in the District Court, 241st Judicial District, Smith County, Texas, for breach of a settlement and license agreement, dated August 15, 2016, with the Company as a result of Dell'sDell’s failure to make royalty payments, and provide corresponding royalty reports, to the Company based on sales of Dell'sDell’s PoE products. The Company believes Dell is obligated to pay the Company all prior unpaid royalties that accrued prior to and after the date of the HP Jury Verdict (November 2017) as well as future royalties through the expiration of the Remote Power Patent in March 2020. On December 7, 2018, Dell filed its Answer and Counterclaim. Dell denied the claim asserted by the Company and asserted a counterclaim in excess of $1,000,000. On January 28, 2019, Dell brought a motion to stay the case as a result of the Company'sCompany’s pending appeal of the District Court order overturning the HP Jury Verdict on non-infringement to the U.S. Court of Appeals for the Federal Circuit and HP'sHP’s appeal of the District Court'sCourt’s order that the Remote Power Patent is valid as a matter of law. Dell'sDell’s motion to stay the litigation was denied by the Court on May 7, 2019.
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On December 18, 2018, the Company agreed to make an investment of up to $5,000,000 in ILiAD Biotechnologies, LLC ("ILiAD"(“ILiAD”), a privately held development stage biotechnology company dedicated to the prevention of human disease caused by Bordetella pertussis with a current focus on its proprietary intranasal vaccine, BPZE1, for the prevention of pertussis (whooping cough). The investment by the Company iswas part of a financing of up to approximately $16,200,000 of Class C units of ILiAD, consisting of two tranches.ILiAD. The Company made an initial investment (tranche 1)of $2,500,000 at the initial closing in December 18, 2018 closingwhich was followed by additional investments of $2,500,000$1,000,000 and $1,500,000 in May and August 2019, respectively, which were triggered by ILiAD’s receipt of an “allowed to purchase 1,111,111 Class C units at $2.25 per unit and received five-year warrantsproceed” notice from the FDA permitting ILiAD to purchase 366,666 Class C units at an exercise priceadvance to the phase 2b clinical study of $2.75 per unit.its BPZE1 vaccine. In connection with its investment, the Company'sCompany’s Chairman and Chief Executive Officer obtained a seat on ILiAD'sILiAD’s Board of Managers.Managers and receives the same compensation for service on the Board of Managers as other non-management Board members. The Company incurred approximately $41,000 of advisory and legal expenses in conjunction with its equity investment in ILiAD which have been capitalized as a component of the equity investment carrying value at June 30, 2019.
In accordance with the Securities Purchase Agreement, dated December 18, 2018, the Company is obligated to invest an additional $2,500,000 (tranche 2) to purchase 943,396 Class C units at $2.65 per unit (and will also receive additional five-year warrants to purchase 311,320 Class C units at an exercise price of $3.50 per unit) contingent uponApril 2020, ILiAD receiving, on or before December 31, 2019, an "allowed-to-proceed" notification from the FDA for a Phase 2b clinical study. On May 2, 2019, ILiAD notifiedadvised its equity holders, including the Company, that it had received an "allowed to proceed" noticeresults from the FDA permitting ILiAD to advance to the Phase 2b clinical study of its BP2E1 vaccine.BPZE1 which indicated excellent safety and colonization results. ILiAD electedfurther advised that it does not yet have final results for immunological data as certain aspects of laboratory assays (tests to permit its Class C investors (including the Company) to bifurcate their tranche 2 commitments such that 40% would be currently due and 60% (additional $1,500,000 investment by the Company) would be due when ILiAD receives satisfactory safety data from the clinical study. On May 6, 2019, the Company satisfied its 40% commitment through an additional $1,000,000 investment by the Company in exchange for 377,358 Class C units at $2.65 per unit and received five-year warrants to purchase 124,528 Class C units at an exercise price of $3.50 per unit.measure antibodies) require further analysis. At June 30, 2019,2020, the Company owned approximately 8.4%9.5% of the outstanding units of ILiAD (onon a non-fully diluted basis)basis and 8.3% of the outstanding units on a fully diluted basis (after giving effect to the exercise of all outstanding options and warrants).
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Note J – Equity Investment (continued)
The Company'sCompany’s investment in ILiAD is accounted for as an equity method investment in accordance with ASC 323, Investments — Equity Method and Joint Ventures as the Company has the ability to exercise significant influence, but not control, over ILiAD. The Company'sCompany’s investment in ILiAD is measured at cost minus impairment, if any, plus or minus the Company'sCompany’s share of ILiAD'sILiAD’s income or loss. The Company'sCompany’s proportionate share of the income or loss from its investment in ILiAD is recognized on a one-quarter lag. At March 31, 2020, the Company owned approximately 9.5% of the outstanding units of ILiAD on a non-fully diluted basis. For the three and six months ended June 30, 2019,2020, the Company recorded a net (loss)loss from its equity investment in ILiAD totaling $(53,000)$205,000 and $(149,000),$498,000, respectively.
The difference between the Company'sCompany’s share of equity in ILiAD'sILiAD’s net assets and the equity investment carrying value reported on the Company'sCompany’s condensed consolidated balance sheet at June 30, 20192020 is due to an excess amount paid over the book value of the investment totaling approximately $3,392,000$5,000,000 which is accounted for as equity method goodwill.
Note K – Stock RepurchasesK– STOCK REPURCHASE
On June 11, 2019, the Board of Directors authorized an extension and increase of the Company'sCompany’s share repurchase program (the "Share“Share Repurchase Program"Program”) to repurchase up to $5,000,000 of common stock over the subsequent 24 month period (for a total authorization of approximately $22,000,000 since inception of the program in August 2011). The common stock may be repurchased from time to time in open market transactions or privately negotiated transactions in the Company'sCompany’s discretion. The timing and amount of the shares repurchased is determined by management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be increased, suspended or discontinued at any time.
NOTENote L–ConcentrationsCONCENTRATIONS
Revenue from the Company’s Remote Power Patent constituted 100% of the Company’s revenue for the three and six months ended June 30, 2020 and June 30, 2019. Revenue from one licensee constituted 100% of the Company’s revenue for the three months ended June 30, 2020. Revenue from four licensees constituted approximately 56%, 10%, 10% and 10%90% of the Company'sCompany’s revenue for the six months ended June 30, 2020. Revenue from four licensees constituted approximately 86% of the Company’s revenue for the three months ended June 30, 2019 and revenue from four licensees constituted approximately 43%, 14%, 11% and 11%79% of the Company'sCompany’s revenue for the six months ended June 30, 2019. Revenue from three licensees constituted approximately 41%, 18% and 12% of the Company's revenue for the three months ended June 30, 2018 and revenue from one licensee constituted approximately 64% of the Company's revenue for the six months ended June 30, 2018. Revenue from the sale of the Company's unsecured claim against Avaya, Inc. constituted approximately 32 % of the Company's revenue for the three months ended June 30, 2018. At June 30, 2019, royalty2020, the Company receivables from threetwo licensees constituted in the aggregate approximately 82%100% of the Company's royaltyroyalties receivables. At December 31, 2018,2019, royalty receivables from four licensees constituted in the aggregate approximately 80%90% of the Company'sCompany’s royalty receivables.
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Note M – DIVIDEND POLICY
On December 7, 2016,June 9, 2020, the Board of Directors of the Company approved the initiationcontinuation of athe Company’s dividend policy providing for the paymentwhich consists of a semi-annual cash dividenddividends of $0.05 per common share ($0.10 per common share annually) commencing in 2017. The Company anticipates paying the semi-annual cash dividendswhich are anticipated to be paid in March and September of each year. It is anticipated that the semi-annual cashThe Company’s dividend will continue to be paidpolicy was previously contingent upon receipt of revenue from its Remote Power Patent through March 7, 2020 (the expiration of the Company's Remote Power Patent) provided that the Company continues to receive royalties from licensees of its Remote Power Patent.patent). On February 9, 2018,15, 2020, the Company’s Board of Directors of the Company declared a semi-annual cash dividend of $0.05 per common share which was paid on March 23, 2018 to all common stockholders of record as of March 9, 2018. On February 11, 2019, the Board of Directors declared a cash dividend of $0.05 per common share with a payment date of March 25, 201931, 2020 to all common stockholdersshareholders of record as of March 11, 2019. However, if the Company is unable to overturn the District Court order of non-infringement in its litigation with Hewlett-Packard on appeal to the Federal Circuit (see Note I[1] hereof), or there is not an arbitration ruling that the HP Jury Verdict finding of non‑infringement does not apply to certain licensees of the Remote Power Patent including Cisco,16, 2020. The Company’s dividend policy undergoes a periodic review by the Board of Directors may decideand is subject to modify or discontinue semi-annual cash dividends of $0.05 per common share.
Note N – SUBSEQUENT EVENTS
[1] On July 14, 2019, 125,000 restricted stock units owned by the Company's2020, our Chairman and Chief Executive Officer vested 125,000 shares of common stock pursuant to restricted stock units in accordance with his employment agreement dated July, 14, 2016 (see Note H[1] hereof). With respect
[2] On July 28, 2020, the Company agreed to settle its litigation against Dell, Inc. pending in the District Court, 241st Judicial District Smith County, Texas (see Note I[5] hereof). Under the terms of the settlement, Dell paid $4,150,000 to the vesting of such restricted stock units, the Company's Chairman and Chief Executive Officer delivered 56,813 shares of common stock to satisfy withholding taxes and received 68,187 net shares of common stock.
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ITEM 2: MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WHICH ARE STATEMENTS THAT INCLUDE INFORMATION BASED UPON BELIEF OF OUR MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION AVAILABLE TO MANAGEMENT. STATEMENTS CONTAINING TERMS SUCH AS "BELIEVES"“BELIEVES”, "EXPECTS"“EXPECTS”, "ANTICIPATES"“ANTICIPATES”, "INTENDS"“INTENDS” OR SIMILAR WORDS ARE INTENDED TO IDENTIFY FORWARD LOOKING STATEMENTS. ACTUAL RESULTS, EVENTS AND CIRCUMSTANCES (INCLUDING FUTURE PERFORMANCE, RESULTS AND TRENDS) COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH STATEMENTS DUE TO VARIOUS RISKS AND UNCERTAINTIES, INCLUDING, BUT NOT LIMITED TO, THOSE DISCUSSED ON PAGES 16-2615-26 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 20182019 FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONSEC ON MARCH 29, 201920, 2020, PAGE 36 OF OUR QUARTERLY REPORT ON FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2020 FILED WITH THE SEC ON MAY 19, 2020 AND IN THIS QUARTERLY REPORT ON FORM 10-Q.
OVERVIEW
Our principal business is the development, licensing and protection of our intellectual property assets. We presently own seventy-two (72)eighty-four (84) patents including: (i) our remote power patent ("(“Remote Power Patent"Patent”) covering the delivery of power over Ethernet (PoE) cables for the purpose of remotely powering network devices, such as wireless access ports, IP phones and network based cameras; (ii) our Mirror Worlds patent portfolio (the "Mirror“Mirror Worlds Patent Portfolio"Portfolio”) relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system; (iii) our Cox patent portfolio (the "Cox“Cox Patent Portfolio"Portfolio”) relating to enabling technology for identifying media content on the Internet and taking further action to be performed basedafter on such identification; (iv) our M2M/IoT patent portfolio (the "M2M/“M2M/IoT Patent Portfolio"Portfolio”) relating to, among other things, enabling technology for authenticating, provisioning and using embedded sim cards in next generation IoT, Machine-to-Machine, and other mobile devices, including smartphones, tablets and computers; and (v) our QoS patents (the "QoS Patents"“QoS Patents”) covering systems and methods for the transmission of audio, video and data in order to achieve high quality of service (QoS) over computer and telephony networks. In addition, we continually review opportunities to acquire or license additional intellectual property as well as other strategic alternatives.
We havehad been actively engaged in the licensing of our Remote Power Patent (U.S. Patent No. 6,218,930). We have entered into which generated licensing revenue in excess of $147,000,000 from May 2007 through March 7, 2020 (the expiration date of our Remote Power Patent. As of the expiration date, we had twenty-seven (27) license agreements with respect to our Remote Power Patent which, among others, include license agreements with Cisco, Dell Inc., Extreme Networks, Inc., Netgear, Inc., Microsemi Corporation, Motorola Solutions, Inc., NEC Corporation, Samsung Electronics Co., Ltd, Huawei Technologies Co., Ltd., ShoreTel, Inc., Juniper Networks, Inc., Polycom, Inc. and Avaya, Inc. As a result of the expiration of the Remote Power Patent, we no longer receive licensing revenue for our Remote Power Patent that accrues for any period subsequent to the expiration date. Depending upon the outcome of our appeal to the U.S. Court of Appeals for the Federal Circuit of the District Court order of non-infringement of our Remote Power Patent in our trial with Hewlett Packard, we may receive significant royalty payments from other licensees for periods prior to March 7, 2020 (see below and Note I[1] and Note I[2] hereof). We have also entered into license agreements with Apple Inc. and Microsoft Corporation with respect to our Mirror Worlds Patent Portfolio.
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Our current strategy includes continuing our licensing efforts with respect to our intellectual property assets. In addition, we continueCox Patent Portfolio and Mirror Worlds Patent Portfolio as well as further developing our M2M Patent Portfolio (currently 29 issued patents) to seek to acquire additional intellectual property assets to develop, commercialize, license or otherwise monetize.position it for future licensing efforts. Our strategy includes working with inventors and patent owners to assist in the development and monetization of their patented technologies. We may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property.
Our patent acquisition and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as we have achieved with respect to our Remote Power Patent and Mirror Worlds Patent Portfolio. Our Remote Power Patent has generated licensing revenue of approximately $145,000,000 from May 2007 through June 30, 2019. Since our acquisition of Mirror Worlds Patent Portfolio in May 2013, we have received licensing and other revenue from the portfolio of $47,150,000 through June 30, 2019.
On August 29,30, 2018, the Company appealed the decision of the U.S. District Court (i) granted our motion for judgment as a matterthe Eastern District of law that our Remote Power Patent is valid, thereby overturning the HP Jury Verdict of invalidity and (ii) denied our motion for a new trial on infringement. We have appealed the District Court's denial of ourTexas denying its motion for a new trial on infringement with respect to the U.S. Court of Appeals for the Federal Circuit (see Note I[1] to our unaudited condensed consolidated financial statements included in this quarterly report). The HP Jury Verdict had a material adverse effect on our business, results of operations and cash-flow for the year ended December 31, 2018 and the three and six months ended June 30, 2019 and will continue to do so for the life of ourNovember 13, 2017 jury finding that its Remote Power Patent (March 2020) unlesswas not infringed by Hewlett Packard. Oral argument on the District Court judgment of non-infringementappeal took place on November 4, 2019 and a decision is reversed on appeal. We have been dependent upon our Remote Power Patent for a significant portion of our revenue. As a result of the HP Jury Verdict, several of our largest licensees, including Cisco, our largest licensee, notified us in late November 2017 and January 2018 that they will no longer make ongoing royalty payments to us pursuant to their license agreements. If we successfully overturn the District Court order of non-infringement in our appeal to the Federal Circuit, certain licensees of the Remote Power Patent, including Cisco, will be obligated to pay us ongoing royalties and all royalties that accrued but were not paid following (and prior to) the HP Jury Verdict in November 2017.pending. If we are unable to reverse the District Court order of non-infringement on appeal, or thereit is likely that we will not receive significant royalty revenue from Cisco and certain other licensees for the period beginning in the fourth quarter of 2017 through March 7, 2020 (the expiration of our Remote Power Patent) unless we obtain an arbitration ruling that certain of our licensees, including Cisco, are relieved of their obligations to pay royalties and the District Court order of non-infringement isdid not subsequently reversed on appeal, our business, results of operations and cash-flow will continueaffect such licensees obligation to be materially adversely effectedpay us or we reach a satisfactory resolution with such licensees (see Note I[1] and Note I[2] to our unaudited condensed consolidated financial statements included in this quarterly report)hereof).
Consistent with our prior view, the District Court decision in August 2018 overturning the HP Jury Verdictjury verdict on invalidity confirmed the following: (i) we believeour belief that Dell, Inc. ("Dell"(“Dell”) is obligated to pay to us all prior unpaid royalties, including those that accrued after the date of the HP Jury Verdictjury verdict (November 13, 2017), as well as future royalties through the expiration of the Remote Power Patent in March 2020 and (ii) Polycom, Inc. has a continuing obligation to2020. Dell did make ongoing licensing payments to us including $2,000,000 of installment license initiation fees ($1,000,000 of which was paid and recorded as revenue for the year ended December 31, 2018) (see Note I[1] to our unaudited condensed consolidated financial statements included in this quarterly report). Dell has not made payment of such accrued royalties due to us and on November 13, 2018 we commenced legal action against Dell. On March 25, 2020, the Court granted our motion for summary judgment against Dell (see Note I[5]on our breach of contract claim. On July 28, 2020, we reached a settlement with Dell pursuant to our unaudited consolidated financial statements included in this quarterly report).which Dell paid us $4,150,000 on August 7, 2020.
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We have been dependent upon our Remote Power Patent for a significant amount of our revenue. Revenuerevenue including our recurring revenue (mostly paid on a quarterly basis). As a result of expiration of the Remote Power Patent on March 7, 2020, we only received revenue of $55,000 from one licensee for the yearthree months ended December 31, 2018June 30, 2020 and $216,000 of revenue for the six months ended June 30, 2020. Our revenue of $55,000 for the three months ended June 30, 2020 was related to receipt of an amended royalty report for the first quarter of 2020 from license agreementsa licensee of our Remote Power Patent. Notwithstanding the expiration of our Remote Power Patent, we may still receive significant licensing revenue from our Remote Power Patent for periods prior to March 7, 2020 if we are successful on our appeal to the U.S. Court of Appeals for the Federal Circuit of the District Court’s order of non-infringement in our trial with Hewlett Packard. Certain of our licensees for our Remote Power Patent was $15,785,000 (71% of our revenue) and such revenue was $16,451,000 (100% of our revenue) for the year ended December 31, 2017. In addition, we have been dependent on royalty bearing licenses for our Remote Power Patent for our recurring revenue (mostly payable quarterly). As a result of certain ofincluding Cisco, our largest licensees notlicensee, stopped paying us royalties pursuant to licenses for our Remote Power Patent following the HP Jury Verdict as described above, we only achieved revenue from royalty bearing licenses of $3,086,000 for the year ended December 31, 2018 as compared to royalty bearing revenue of $12,053,000 and $10,788,000 for the year ended December 31, 2017 and December 31, 2016, respectively. In addition, we only received revenue from Royalty Bearing Licenses of $599,000 and $471,000 for the three months ended June 30, 2019 and June 30, 2018, respectively, and $1,075,000 and $914,000 for the six months ended June 30, 2019 and June 30, 2018.jury verdict (November 2017). Since significant revenue from our Remote Power Patent licensees (including Cisco) for the period beginning in the fourth quarter of 2017 through March 7, 2020 remains uncertain pending the outcome of the appeal to the Federal Circuit of the District Court order of non-infringement in our trial with Hewlett Packard, additional significantour ability to achieve licensing revenue in the future may be dependent upon the outcome of litigation involving our Cox Patent Portfolio, Mirror Worlds Patent Portfolio and our ability to monetize our M2M/IoT Patent Portfolio or new patents to be acquired in the future. OurAccordingly, our future revenue stream is uncertain.
At June 30, 2019,2020, our principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $51,039,000$44,735,000 and working capital of $50,753,000.$44,589,000. Based on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future. Based on our cash position, we continually review opportunities to acquire additional intellectual property as well as evaluate other strategic opportunities.
As to the impact of the global COVID-19 pandemic on us, COVID-19 is currently causing some delays in the courts including the scheduling of trial dates, which could adversely affect the timing of our consummation of future license agreements (see Item 1A. Risk Factors in this Quarterly Report on Form 10-Q).
We currently have pending patent infringement litigations involving Remote Power Patent and certain patents within our Cox Patent Portfolio and Mirror Worlds Patent Portfolio (see “Legal Proceedings” at pages 36-37 hereof).
The Company may be deemed a personal holding company for 2020 (and possibly in subsequent years). If this is the case, the Company would be subject to a 20% tax on the amount of any PHC Income that it does not distribute to its shareholders (see Note B[8] and Item 1A. Risk Factors of this Quarterly Report).
In December 2018, we agreed to make an investment of up to $5.0 million$5,000,000 ($2.5 million2,500,000 of which was invested at the December 2018 closing, and an additional $1,000,000 was invested in May 2019 and the balance of $1,500,000 was invested in August 2019) in ILiAD Biotechnologies, LLC, a development stage biotechnology company with an exclusive license to over thirty-five (35) patents (see Note J to our unaudited condensed consolidated financial statements in this quarterly report)Quarterly Report).
On December 8, 2016,June 9, 2020, our Board of Directors approved the initiationcontinuation of aour dividend policy. The policy provides for the paymentconsisting of regular semi-annual cash dividends of $0.05 per common share ($0.10 per common share annually) which are anticipated to be paid in March and September of each year. It is anticipated thatThe Company’s dividend policy undergoes a periodic review by the semi-annual cash dividend will continue to be paid through March 2020 (expiration of our Remote Power Patent) provided that we continue to receive royalties from licensees of our Remote Power Patent. During 2017 and 2018 semi-annual cash dividends of $0.05 per share were paid in March and September in accordance with our dividend policy. On February 11, 2019, our Board of Directors declared a semi-annual cash dividend of $0.05 per common share with a payment date of March 25, 2019 to all shareholders of record on March 11, 2019. On July 25, 2019, our Board of Directors declared a semi-annual cash dividend of $0.05 per common share with a payment date of September 20, 2019 to all stockholders as of record on September 4, 2019. However, if we are unable to overturn the HP Jury Verdict finding of non-infringement in the District Court or thereand is not an arbitration ruling that the HP Jury Verdict finding of non-infringement does not apply to certain of our licensees of our Remote Power Patent, our Board of Directors may choose to modify or discontinue regular semi-annual cash dividends of $0.05 per common share.
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RESULTS OF OPERATIONS
Three Months Ended June 30, 20192020 Compared to Three Months Ended June 30, 2018
Revenue
. We had revenue of $55,000 for the three months ended June 30, 2020 as compared to revenue of $599,000 for the three months ended June 30, 2019Operating Expenses
. Operating expenses for the three months ended June 30,General and administrative expenses were $459,000 for the three months ended June 30, 2020 as compared to $488,000 for the three months ended June 30, 2019. Amortization of patents was $72,000 for three months ended June 30, 2020 as compared to $87,000 for the three months ended June 30, 2019. Stock-based compensation expense related to the issuance of restricted stock units was $85,000 for the three months ended June 30, 2020 as compared to $127,000 for the three months ended June 30, 2019. Professional fees and related costs were $124,000 for the three months ended June 30, 2020 as compared to $238,000 for the three months ended June 30, 2019 primarily as a result of decreased costs related to our pending patent litigations.
Operating Loss. We had an operating loss of $705,000 for the three months ended June 30, 2020 compared with operating loss of $516,000 for the three months ended June 30, 2019. The increased operating loss of $189,000 for the three months ended June 30, 2020 was primarily due to revenue of $55,000 for the three months ended June 30, 2020 as a result of expiration of our Remote Power Patent as compared to revenue of $599,000 for the three months ended June 30, 2019.
Interest and Dividend Income. Interest and dividend income for the three months ended June 30, 2020 was $120,000 as compared to $301,000 for the three months ended June 30, 2019 primarily as a result of lower interest rates on short-term fixed income investments and the sale of marketable securities.
Income Taxes (Benefit). We had no deferred tax for federal, state and local income taxes as a result of a full allowance for the deferred tax asset and no current tax benefit for federal, state and local taxes for the three months ended June 30, 2020. For the three months ended June 30, 2019, we had a deferred tax benefit for federal state and local income taxes of $(38,000).
Share of Net Losses of Equity Method Investee. We incurred a net loss of $205,000 during the three month period ended June 30, 2020 related to our equity share in ILiAD Biotechnologies as compared to a net loss of $53,000 for the three months ended June 30, 2019 (see Note HJ to our unaudited condensed consolidated financial statements included in this quarterly report)the Quarterly Report).
Net Loss. As a result of the foregoing, we realized a net loss of $584,000 or $(0.02) per share basic and diluted for the three months ended June 30, 2020 compared with a net loss of $208,000 or $(0.01) per share basic and diluted for the three months ended June 30, 2019. The increased net loss of $376,000 for the three months ended June 30, 2020 was primarily due to decreased revenue of $544,000 for the three months ended June 30, 2020 as a result of expiration of our Remote Power Patent, decreased interest and dividend income of $181,000 and an increased loss on our share of net losses of our equity investment of $152,000.
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Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Revenue. We had revenue of $216,000 for the six months ended June 30, 2020 as compared to revenue of $1,205,000 for the six months ended June 30, 2019. The decrease in revenue of $989,000 for the six months ended June 30, 2020 was primarily due to the expiration of our Remote Power Patent in March 2020 resulting in no licensing revenue from such patent that accrues for any period subsequent to the expiration date.
Operating Expenses. Operating expenses for the six months ended June 30, 2020 were $1,821,000 as compared to $2,254,000 for the six months ended June 30, 2019. We had costs of revenue of $52,000 and $321,000 for the six months ended June 30, 2020 and 2019, respectively. Included in the costs of revenue for the threesix months ended June 30, 20182020 were contingent legal fees and expenses of $109,000$42,000 and $24,000$10,000 of incentive bonus compensation payable to our Chairman and Chief Executive Officer pursuant to his employment agreement.
General and Note H[1] to our unaudited condensed consolidated financial statements included in this quarterly report). Included in the costs of revenueadministrative expenses were $945,000 for the six months ended June 30, 2018 were contingent legal fees and expenses of $6,395,000 and $997,000 of incentive bonus compensation payable2020 as compared to our Chairman and Chief Executive Officer pursuant to his employment agreement.
Operating Loss. We had an operating loss of $1,605,000 for the six months ended June 30, 20182020 compared with operating loss of $1,049,000 for the six months ended June 30, 2019. The increased operating loss of $556,000 for the six months ended June 30, 2020 was primarily due to a decline in revenue of $989,000 for the six months ended June 30, 2020 as a result of decreased legal feesexpiration of our Remote Power Patent.
Interest and costs relatedDividend Income. Interest and dividend income for the six months ended June 30, 2020 was $298,000 as compared to our pending patent litigations.
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Income Taxes (Benefit). We had no deferred tax for federal, state and local income taxes as a result of a full allowance for the deferred tax asset and no current tax benefit for federal, state and local taxes for the six months ended June 30, 2018. Our operating income for the six months ended June 30, 2018 was due to operating income associated with revenue of $19,020,000 from our Fully-Paid License with Juniper and the sale of our Avaya unsecured claim, less related costs.
Share of Net Losses of Equity Method Investee. We incurred a current tax expensenet loss of $2,188,000 for federal, state and local taxes were recorded for$498,000 during the six monthsmonth period ended June 30, 2019 and 2018. The decrease2020 related to our equity share in such taxesILiAD Biotechnologies as compared to a net loss of $2,291,000$149,000 for the six months ended June 30, 2019 was primarily due to decreased taxable income of $10,627,000 for the six months ended June 30, 2019.
Net Income (Loss)Loss.
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations primarily from revenue from licensing our patents. At June 30, 2019,2020, our principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $51,039,000$44,735,000 and working capital of $50,753,000.$44,589,000. Based on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future.
Working capital decreased by $2,733,000$2,600,000 at June 30, 20192020 to $44,589,000 as compared to working capital of $53,486,000$47,189,000 at December 31, 2018.2019. The decrease in working capital of $2,600,000 for the six months ended June 30, 20192020 was primarily due to a decreasedecreases in cash and cash equivalents of $4,840,000, which included a cash dividend$1,615,000 and marketable securities of $1,191,000 and an additional equity investment of $1,000,000,$1,967,000 offset by a decrease of current liabilities of $1,245,000 including decreases in accounts payable of $384,000, accrued expensescontingency fees and related costs of $1,297,000.
Net cash provided by (used in)used in operating activities for the six months ended June 30, 2019 decreased2020 increased by $9,721,000$731,000 from $8,379,000 for the six months ended June 30, 2018 to $(1,342,000) for the six months ended June 30, 2019. The decrease in net cash provided by (used in) operating activities2019 to $(2,073,000) for the six months ended June 30, 2019 compared with the six months ended June 30, 2018 was primarily due to a decrease in net income of $8,485,000.
Net cash used inprovided by investing activities during the six months ended June 30, 20192020 was $(1,715,000)$1,921,000 as compared to $(19,537,000)$(1,715,000) primarily as a result of the differential of purchases and sales of marketable securities and our equity investment of $1,000,000 for the six months ended June 30, 2018 as a result of new investments in short term marketable securities for the six months ended June 30, 2018.
Net cash used in financing activities for the six months ended June 30, 2020 and 2019 was $(1,463,000) and 2018 was $(1,783,000) and $(2,491,000), respectively. The change of $(708,000)$320,000 primarily resulted from reduced stock repurchases$366,000 of $950,000.
We maintain our cash in money market accounts and other short-term fixed income securities. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.
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OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
CONTRACTUAL OBLIGATIONS
We do not have any long-term debt, capital lease obligations, purchase obligations or other long-term liabilities.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition, results of operations, and cash flows are based on our auditedcondensed consolidated financial statements which have beenare prepared in accordance with accounting principles generally accepted in the United States.GAAP. The preparation of our financial statements included in this Quarterly Report on Form 10-Q requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The significant estimates and assumptions made in the preparation of our unaudited condensed consolidated financial statements include revenue recognition, patents, stock-based compensation, income taxes, valuation of patents and equity method investments, including the evaluation of the Company'sCompany’s basis difference. Actual results could be materially different from those estimates, upon which the carrying values were based. See also Note B to our unaudited condensed consolidated financial statements included in this quarterly report.
Accounting Standards Adopted In The Period
Fair Value Measurements
In February 2016,August 2018, the FASB issued ASU 2016-2, Leases ("2018-13, Fair Value Measurement (“ASC 842"820”), which required us Disclosure Framework - Changes to recognize lease assets and lease obligations (relatedthe Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to leases previously classified as operating under previous U.S. GAAP) on its condensed consolidated balance sheet. ASC 842 wasimprove the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. On January 1, 2020, the Company on January 1, 2019.adopted ASU 1028-13. The adoption of ASC 842 impacted our condensedthis standard did not have a material impact on its consolidated financial statements.
New Accounting Standards
Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for performing intra-period allocation and calculating income taxes in interim periods. It also simplifies the accounting for income taxes by requiring recognition of franchise tax partially based on income as an income-based tax, requiring reflection of enacted changes in tax laws in the interim period and making improvements for income taxes related to employee stock ownership plans. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption is permitted, including adoption in any interim period for which financial statements in that existing leases were recorded as right-of-use ("ROU") assets and related lease obligationshave not been issued. We are currently evaluating the impact the standard will have on the condensed consolidated balance sheet.
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Equity Securities
In January 2020, the packageFASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The ASU amends and clarifies certain interactions between the guidance under Topic 321, Topic 323 and Topic 815, by reducing diversity in practice and increasing comparability of transition practical expedientsthe accounting for existing leasesthese interactions. The amendments in the ASU should be applied on a prospective basis. The ASU is effective for fiscal years beginning after December 15, 2020, and therefore weinterim periods within those fiscal years. Early adoption is permitted, including early adoption in an interim period for which financial statements have not reassessedyet been issued. We are currently evaluating the following: lease classification for existing leases, whether any existing contracts contained leases, and if any initial direct costs were incurred. We did not applyimpact the hindsight practical expedient, and accordingly, we did not use hindsight in its assessment of lease terms. As permitted under ASC 842, we elected to not recognize ROU assets and related lease obligations for leases with terms of twelve months or less. In connection with the adoption of ASC 842, the Company recorded $127,000 of operating lease right-of-use assets and $128,000 of operating lease obligations as of January 1, 2019.
We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our consolidated financial position, statements of operations and cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon this review, these officers concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in applicable rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 20192020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Remote Power Patent Litigation
In September 2011, we initiated patent litigation against sixteen (16) data networkingnetwork-ing equipment manufacturers (and affiliated entities) in the U.S. District Court for the Eastern District of Texas, Tyler Division, for infringement of our Remote Power Patent. Named as defendants in the lawsuit (excluding affiliated parties) were Alcatel-Lucent USA, Inc., Allied Telesis, Inc., Avaya Inc., AXIS Communications Inc., Dell, Inc., GarrettCom, Inc., Hewlett-Packard Company, Huawei Technologies USA, Juniper Networks, Inc., Motorola Solutions, Inc., NEC Corporation, Polycom Inc., Samsung Electronics Co., Ltd., ShoreTel, Inc., Sony Electronics, Inc., and Transition Networks, Inc. As of January 2018, we reached settlements with fifteen (15) of the sixteen (16) defendants, with Hewlett-Packard Company ("HP"(“HP”) being the sole remaining defendant.
On November 13, 2017, a jury empaneled in the U.S. District Court for the Eastern District of Texas, Tyler Division, found that certain claims of our Remote Power Patent were invalid and not infringed by HP. On February 2, 2018, we moved to throw out the jury verdict and have the Court determine that certain claims of our Remote Power Patent are not obvious (invalid) as a matter of law by filing motions for judgment as a matter of law on validity and a new trial on validity and infringement. On August 29, 2018, the District Court issued an order granting our motion for judgment as a matter of law that our Remote Power Patent is valid, thereby overturning the jury verdict of invalidity and denied our motion for a new trial on infringement. On August 30, 2018, we appealed the District Court'sCourt’s denial of our motion for a new trial on infringement to the U.S. Court of Appeals for the Federal Circuit. On September 13, 2018, HP filed a cross-appeal of the District Court'sCourt’s order that the Remote Power Patent is valid as a matter of law. No hearingOral argument on the appeal has been set. If we are unable to reverse the District Court order of non-infringement on appeal, or there is an arbitration ruling that the District Court order relieves the obligation of certain of our licensees including Cisco, our largest licensee, to continue to pay us royalties and the District Court order is not subsequently reversed on appeal, our business, results of operations and cash-flow will continue to be materially adversely effected.
Dell Litigation
On November 13, 2018, we filed a lawsuit against Dell, Inc. in the District Court, 241st Judicial District, Smith County, Texas, for breach of a settlement and license agreement, dated August 15, 2016, with us as a result of Dell'sDell’s failure to make royalty payments, and provide corresponding royalty reports, to us based on sales of Dell'sDell’s PoE products. We believe Dell is obligated to pay us all prior unpaid royalties that accrued prior to and after the date of the HP Jury Verdict (November 2017) as well as future royalties through the expiration of the Remote Power Patent in March 7, 2020. On December 7, 2018, Dell filed its Answer and Counterclaim. Dell denied the claim asserted by us and asserted a counterclaim in excess of $1,000,000. On January 28, 2019, Dell brought a motion to stay the case as a result of our pending appeal of the District Court order overturning the HP Jury Verdict on non-infringement to the U.S. Court of Appeals for the Federal Circuit and HP'sHP’s appeal of the District Court'sCourt’s order that the Remote Power Patent is valid as a matter of law. Dell'sDell’s motion to stay was denied by the Court on May 7, 2019. On December 19, 2019, we filed a motion for summary judgment on our breach of contract claim. On March 25, 2020, the Court granted summary judgment in our favor and denied Dell’s motion for summary judgment. On July 28, 2020, we reached a settlement with Dell. On August 7, 2020, under the terms of the settlement, Dell paid us $4,150,000 in full settlement of the litigation.
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Mirror Worlds Patent Portfolio Litigation
Pending Facebook Litigation
On May 9, 2017, Mirror Worlds Technologies, LLC, our wholly-owned subsidiary, initiated litigation against Facebook, Inc. ("Facebook"(“Facebook”) in the U.S. District Court for the Southern District of New York, for infringement of U.S. Patent No. 6,006,227, U.S. Patent No. 7,865,538 and U.S. Patent No. 8,255,439 (among the patents within our Mirror Worlds Patent Portfolio). The lawsuit alleged that the asserted patents are infringed by Facebook'sFacebook’s core technologies that enable Facebook'sFacebook’s Newsfeed and Timeline features. The lawsuit further alleged that Facebook'sFacebook’s unauthorized use of the stream-based solutions of our asserted patents has helped Facebook become the most popular social networking site in the world. We sought, among other things, monetary damages based upon reasonable royalties. On May 7, 2018, Facebook filed a motion for summary judgment on non-infringement. On August 11, 2018, the Court issued an order granting Facebook'sFacebook’s motion for summary judgment of non-infringement and dismissed the case. On August 17, 2018, we filed a Notice of Appeal to appeal the summary judgment decision to the U.S. Court of Appeals for the Federal Circuit. No hearingOral argument on the appeal has been set.
Cox Patent Portfolio – Google and YouTube Legal Proceedings
On April 4, 2014, we initiated litigation against Google Inc. ("Google"(“Google”) and YouTube, LLC ("YouTube"(“YouTube”) in the U.S. District Court for the Southern District of New York for infringement of several of our patents within our Cox Patent Portfolio which relate to the identification of media content on the Internet. The lawsuit alleges that Google and YouTube have infringed and continue to infringe certain of our patents by making, using, selling and offering to sell unlicensed systems and related products and services, which include YouTube'sYouTube’s Content ID system. In May 2014, the defendants filed an answer to our complaint and asserted defenses of non-infringement and invalidity.
On December 3, 2014, we initiated a second litigation against Google and YouTube in the United States District Court for the Southern District of New York for infringement of our then newly issued patent (part of the Cox Patent Portfolio) relating to the identification and tagging of media content (U.S. Patent No. 8,904,464). The lawsuit alleges that Google and YouTube have infringed and continue to infringe the asserted patent by making, using, selling and offering to sell unlicensed systems and products and services related thereto, which include YouTube'sYouTube’s Content ID system. In January 2015, the defendants filed an answer to our complaint and asserted defenses of non-infringement and invalidity.
The above referenced litigations that we commenced in the U.S. District Court for the Southern District of New York in April 2014 and December 2014 against Google and YouTube were subject to a court ordered stays which were in effect from July 2, 2015 until January 2, 2019 as a result of proceedings then pending at the Patent Trial and Appeal Board (PTAB) and the appeals to the U.S. District Court of Appeals for the Federal Circuit. Pursuant to a Joint Stipulation and Order Regarding Lifting of Stays, entered on January 2, 2019, the parties agreed, among other things, that the stays with respect to the litigations were lifted. In addition, we agreed not to assert certain patent claims which were asserted in the litigation commenced in April 2014 and we were permitted to substitute new claims. Google also agreed to terminate the pending IPR proceedings that were subject to remand by the U.S. Court of Appeals for the Federal Circuit. In January 2019, our two litigations against Google and YouTube were consolidated. The Court has set a claim constructionA Markman hearing for August 26,(claim construction) was held on November 21, 2019 and discovery isa ruling has not been rendered.
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ITEM 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and trading price of our common stock. In addition to the risks described below and elsewhere in this Quarterly Report, our Annual Report on Form 10-K for the year ended December 31, 2019 (pages 16-27) filed with the Securities and Exchange Commission on March 20, 2020 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 (page 36) filed with the Securities and Exchange Commission on May 19, 2020 include a discussion of our risk factors and should be carefully considered by investors.
We could be classified as a Personal Holding Company resulting in a 20% tax on our PHC Income that we do not distribute to our shareholders
The personal holding company (“PHC”) rules under the Internal Revenue Code impose a 20% tax on a PHC's undistributed personal holding company income (“PHC Income” which means, in general, taxable income subject to certain adjustments). For a corporation to be completedclassified as a PHC, it must satisfy two tests (i) that more than 50% in value of its outstanding shares must be owned directly or indirectly by September5 or fewer individuals at any time during the second half of the year (after applying constructive ownership rules to attribute stock owned by entities to their beneficial owners and among certain family members and other related parties) (the “Ownership Test”) and (ii) at least 60% of its adjusted ordinary gross income for a taxable year consists of dividends, interest, royalties, annuities and rents (the “Income Test”). During July 2020, based upon available shareholder ownership information, we may have satisfied the Ownership Test. As a result, we have engaged tax counsel to further evaluate whether we have satisfied the Ownership Test and whether potential future income generated by us constitutes “royalties” within the meaning of the Income Test as well as other related PHC issues. If we satisfy the Ownership Test and achieve net income for the year ended December 31, 2020 (or for any subsequent year in which the Ownership Test is also satisfied) that is determined to satisfy the Income Test, we would constitute a PHC and for the year ended December 31, 2020 (and each subsequent year in which the Ownership Test is also satisfied) we would be subject to a 20% tax on the amount of any PHC Income that we do not distribute to our shareholders. While we have sustained a net loss of $1,921,000 for the six month period ended June 30, 2019.
ITEM 2
.Recent Issuances of Unregistered Securities
There were no such issuances during the three months ended June 30, 2019.
Stock Repurchases
On August 22, 2011, we established a share repurchase program ("(“Share Repurchase Program"Program”). On June 11, 2019, our Board of Directors authorized an extension and increase of the Share Repurchase Program to repurchase up to $5,000,000of shares of our common stock over the subsequent 24 month period (for a total authorization of approximately $22,000,000 since inception of the program). The common stock may be repurchased from time to time in open market transactions or privately negotiated transactions in our discretion. The timing and amount of the shares repurchased is determined by management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be increased, suspended or discontinued at any time. Since inception of the Share Repurchase Program in August 2011 through June 30, 2019,2020, we have repurchased an aggregate of 8,294,5468,605,659 shares of our common stock at an aggregate cost of $15,473,903$16,156,005 (exclusive of commissions) or an average per share price of $1.86.$1.88. During the three months ended June 30, 2019,2020, we repurchased 139,84843,589 shares of our common stock at an aggregate cost of $330,987$97,533 (exclusive of commissions) or an average per share price of $2.37.At$2.24. At June 30, 2019,2020, the remaining dollar value of shares that may be repurchased under the Share Repurchase Program was $4,878,350.
During the months of April, May and June 2019,2020, we purchased common stock pursuant to our Share Repurchase Program as indicated below:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
| April 1 to April 30, 2020 | 30,402 | $2.24 | 30,402 | $4,225,638 |
| May 1 to May 31, 2020 | 13,187 | $2.24 | 13,187 | $4,196,100 |
| June 1 to June 30, 2020 | — | — | — | $4,196,100 |
| Total | 43,589 | $2.24 | 43,589 |
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs |
April 1 to April 30, 2019 | 26,900 | 2.48 | 26,900 | $1,254,339 |
May 1 to May 31, 2019 | 32,000 | 2.32 | 32,000 | $1,180,244 |
June 1 to June 30, 2019 | 80,948 | 2.35 | 80,948 | $4,878,350(1) |
Total | 139,848 | 2.37 | 139,848 |
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ITEM 3. Defaults Upon Senior SecuritiesDEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. Other InformationOTHER INFORMATION
None.
ITEM 5. ExhibitsEXHIBITS
(a) Exhibits
| 101 | Interactive data files:** |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Scheme Document |
| 101.CAL | XBRL Calculation Linkbase Document |
| 101.DEF | XBRL Definition Linkbase Document |
| 101.LAB | XBRL Label Linkbase Document |
| 101.PRE | XBRL Presentation Linkbase Document |
_____________________________
*
Filed herewith**
Furnished herewith| -39- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NETWORK-1 TECHNOLOGIES, INC. | |||
| Date: August | By: | /s/ Corey M. Horowitz | |
| Corey M. Horowitz | |||
Chairman and Chief Executive Officer | |||
| Date: August | By: | /s/ David C. Kahn | |
| David C. Kahn | |||
Chief Financial Officer | |||
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