Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | NETWORK 1 TECHNOLOGIES INC | |
Entity Central Index Key | 1,065,078 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer | No | |
Is Entity a Voluntary Filer | No | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 23,329,196 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 57,759,000 | $ 20,608,000 |
Marketable securities, available for sale | 1,100,000 | 1,061,000 |
Royalty receivables | 1,414,000 | 1,537,000 |
Other current assets | 20,000 | 196,000 |
Total Current Assets | 60,293,000 | 23,402,000 |
OTHER ASSETS: | ||
Deferred tax assets | 415,000 | 4,958,000 |
Patent, net of accumulated amortization | 1,246,000 | 2,002,000 |
Security deposits | 19,000 | 19,000 |
Total Other Assets | 1,680,000 | 6,979,000 |
TOTAL ASSETS | 61,973,000 | 30,381,000 |
CURRENT LIABILITIES: | ||
Accounts payable | 462,000 | 139,000 |
Accrued expenses | 5,572,000 | 1,552,000 |
Income taxes payable | 4,080,000 | |
TOTAL LIABILITIES | 10,114,000 | 1,691,000 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.01 par value, authorized 10,000,000 shares; none issued and outstanding at September 30, 2016 and December 31, 2015 | ||
Common stock, $0.01 par value; authorized 50,000,000 shares; 23,329,196 and 23,211,149 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 233,000 | 232,000 |
Additional paid-in capital | 61,540,000 | 61,249,000 |
Accumulated deficit | (9,918,000) | (32,756,000) |
Accumulated other comprehensive income (loss) | 4,000 | (35,000) |
TOTAL STOCKHOLDERS' EQUITY | 51,859,000 | 28,690,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 61,973,000 | $ 30,381,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 23,329,196 | 23,211,149 |
Common stock, shares outstanding | 23,329,196 | 23,211,149 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Statements Of Income And Comprehensive Income | ||||
REVENUE | $ 34,326,000 | $ 3,008,000 | $ 59,963,000 | $ 10,382,000 |
OPERATING EXPENSES: | ||||
Costs of revenue | 16,943,000 | 927,000 | 24,183,000 | 3,094,000 |
Professional fees and related costs | 633,000 | 475,000 | 1,458,000 | 1,248,000 |
General and administrative | 428,000 | 440,000 | 1,256,000 | 1,891,000 |
Amortization of patents | 49,000 | 413,000 | 760,000 | 1,239,000 |
Stock-based compensation | 189,000 | 69,000 | 233,000 | 243,000 |
Contingent patent cost | 500,000 | |||
TOTAL OPERATING EXPENSES | 18,242,000 | 2,324,000 | 28,390,000 | 7,715,000 |
OPERATING INCOME | 16,084,000 | 684,000 | 31,573,000 | 2,667,000 |
OTHER INCOME: | ||||
Interest income, net | 24,000 | 11,000 | 50,000 | 44,000 |
INCOME BEFORE INCOME TAXES | 16,108,000 | 695,000 | 31,623,000 | 2,711,000 |
INCOME TAXES: | ||||
Current | 3,817,000 | 26,000 | 4,198,000 | 66,000 |
Deferred taxes, net | 1,459,000 | 262,000 | 4,543,000 | 928,000 |
Total income taxes | 5,276,000 | 288,000 | 8,741,000 | 994,000 |
NET INCOME | $ 10,832,000 | $ 407,000 | $ 22,882,000 | $ 1,717,000 |
Net Income Per Share | ||||
Basic | $ 0.46 | $ 0.02 | $ 0.98 | $ 0.07 |
Diluted | $ 0.43 | $ 0.02 | $ 0.93 | $ 0.07 |
Weighted average common shares outstanding: | ||||
Basic | 23,320,514 | 23,273,946 | 23,291,408 | 23,597,143 |
Diluted | 25,198,142 | 24,654,699 | 24,700,784 | 24,590,487 |
NET INCOME | $ 10,832,000 | $ 407,000 | $ 22,882,000 | $ 1,717,000 |
OTHER COMPREHENSIVE INCOME: | ||||
Unrealized holding gain (loss) on securities available-for-sale arising during the period | (4,000) | 12,000 | 39,000 | |
COMPREHENSIVE INCOME | $ 10,828,000 | $ 419,000 | $ 22,921,000 | $ 1,717,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income | $ 22,882,000 | $ 1,717,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of Patents | 760,000 | 1,239,000 |
Stock based compensation | 233,000 | 243,000 |
Deferred tax provision | 4,543,000 | 928,000 |
Impairment of investments | 386,000 | |
Changes in operating assets and liabilities: | ||
Royalty receivables | 123,000 | (451,000) |
Other current assets | 176,000 | 126,000 |
Accounts payable | 323,000 | (165,000) |
Accrued expense | 4,020,000 | (1,082,000) |
Income taxes payable | 4,080,000 | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 37,140,000 | 2,941,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of patents and other assets | (4,000) | (36,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Value of shares delivered to fund withholding taxes on exercise of options | (44,000) | |
Repurchases of common stock, net of commissions | (1,000) | (2,555,000) |
Proceeds from exercise of options | 60,000 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 15,000 | (2,555,000) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 37,151,000 | 350,000 |
CASH AND CASH EQUIVALENTS, beginning of period | 20,608,000 | 17,662,000 |
CASH AND CASH EQUIVALENTS, end of period | 57,759,000 | 18,012,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
CASH PAID DURING THE PERIOD FOR: Interest | ||
CASH PAID DURING THE PERIOD FOR: Taxes | $ 50,000 |
BASIS OF PRESENTATION AND NATUR
BASIS OF PRESENTATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to 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"), contain all adjustments consisting only of normal recurring items which the Company considers necessary for the fair presentation of the Company's financial position as of September 30, 2016, and the results of its operations and comprehensive income for the three and nine month periods ended September 30, 2016 and September 30, 2015 and its cash flows for the nine month periods ended September 30, 2016 and September 30, 2015. 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, 2015 included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations to be expected for the full year. The accompanying 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 twenty-eight (28) patents including (i) the remote power patent (the "Remote Power 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) the Mirror Worlds patent portfolio (the "Mirror Worlds Patent Portfolio") relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system; (iii) the Cox patent portfolio (the "Cox Patent Portfolio") relating to enabling technology for identifying media content on the Internet and taking further action to be performed based on such identification; and (iv) patents covering systems and methods for the transmission of audio, video and data over computer and telephony networks in order to achieve high quality of service (QoS) (the "QoS Patents"). As of November 1, 2016, the Company has entered into twenty-five (25) license agreements with respect to its Remote Power Patent. The Company's current strategy includes continuing to pursue licensing opportunities for its Remote Power Patent and its efforts to monetize its Cox Patent Portfolio and Mirror Worlds Patent Portfolio acquired in 2013 (see Note I[2] hereof). The Company's 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. The Company's Remote Power Patent has generated licensing revenue in excess of $100,000,000 from May 2007 through September 30, 2016. As a result of the Company's acquisition of the Mirror Worlds Patent Portfolio in May 2013, the Company achieved licensing and other revenue of $47,150,000 through September 30, 2016 (See Note K [2] and Note M to our condensed consolidated financial statements included in this quarterly report). The Company continually reviews opportunities to acquire or license additional intellectual property. In addition, the Company may enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property. |
SUMMARY OF SIGNIFICANT ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates and Assumptions The preparation of 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's unaudited condensed consolidated financial statements include revenue recognition, the valuation of warrants and stock-based compensation, income tax payable, deferred income taxes, valuation of patents, accrued expenses and valuation of marketable securities. Actual results could be materially different from those estimates, upon which the carrying values were based. Patents 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. Revenue Recognition The Company recognizes revenue received from the licensing of its intellectual property and other related intellectual property activities. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been performed pursuant to the terms of the license or other applicable agreement, (iii) amounts are fixed or determinable, and (iv) collectability of amounts is reasonably assured. The Company relies on royalty reports received from third party licensees to record its revenue. From time to time the Company may audit royalties reported from licensees. Any adjusted royalty revenue as a result of such audits is recorded by the Company in the period in which such adjustment is agreed to by the Company and the licensee or otherwise determined. 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 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 forward. 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. SC 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 has no uncertain tax positions as of September 30, 2016 and December 31, 2015. United States federal, state and local income tax returns prior to 2013 are not subject to examination by any applicable tax authorities. Effective January 1, 2016, the Company has elected to early adopt Accounting Standards Update No. 2015-17, Income Taxes (Topic 740); Balance Sheet Classification of Deferred Taxes Impairment of long-lived assets Intangible assets with finite lives are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. Accordingly, we record impairment losses on long-lived assets used in operations or expected to be disposed of when indicators of impairment exist and the undiscounted cash flows expected to be derived from those assets are less than carrying amounts of these assets. As of September 30, 2016, there was no impairment to the Company's patents. 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 Equity, performance-based awards, or the fair value on the date of grant using the Monte Carlo Simulation model for market-based awards. Earnings Per Share 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 were exercised and shares were issued pursuant to outstanding restricted stock units. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. Financial Instruments U.S. GAAP regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable. The carrying value of cash, marketable securities, royalty receivables, other assets, accounts payable, and accrued expenses approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Marketable securities available for sale are measured at fair value on a recurring basis based on Level 1 inputs (see Note H). Reclassification The Company has reclassified certain amounts in prior period unaudited condensed consolidated financial statements to conform to the current period's presentation. Recent Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's condensed consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Accounting Standards Adopted in the Period In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740); Balance Sheet Classification of Deferred Taxes |
PATENTS
PATENTS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE C - PATENTS | The Company's intangible assets at September 30, 2016 include patents with estimated remaining economic useful lives ranging from 3.75 to 5 years. For all periods presented, all of the Company's patents were subject to amortization. The gross carrying amounts and accumulated amortization related to acquired intangible assets as of September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, 2015 Gross carrying amount – patents $ 6,389,000 $ 6,385,000 Accumulated amortization – patents (5,143,000 ) (4,383,000 ) Patents, net $ 1,246,000 $ 2,002,000 Amortization expense for the three months ended September 30, 2016 and September 30, 2015 was $49,000 and $413,000, respectively. Amortization expense for the nine months ended September 30, 2016 and September 30, 2015 was $760,000 and $1,239,000. Future amortization of current intangible assets is as follows: Twelve Months Ended September 30, 2017 $ 196,000 2018 $ 196,000 2019 $ 193,000 2020 $ 189,000 2021 and thereafter $ 472,000 Total $ 1,246,000 The Company's Remote Power Patent expires in March 2020. The expiration dates of the patents within the Company's Mirror Worlds Patent Portfolio range from August 2017 to February 2020 (six of the patents in the Mirror Worlds Patent Portfolio have expired as of September 30, 2016 including the Company's '227 Patent which was the subject of litigation - see Note K[2] hereof). The expiration dates of the patents within the Cox Patent Portfolio range from September 2021 to November 2023 and the expiration date of the QoS Patents is June 2019. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE D - STOCK-BASED COMPENSATION | Restricted Stock Units During the three month period ended September 30, 2016, the Company granted, under the Company's 2013 Stock Incentive Plan, 750,000 restricted stock units (RSUs) to its Chairman and Chief Executive Officer in accordance with his new employment agreement (see Note J[1]). The 750,000 RSUs During the nine month period ended September 30, 2016, the Company granted 15,000 RSUs to each of its three non-management directors. Such RSUs issued to the non-management directors vested 7,500 RSUs on June 9, 2016 (the date of grant), 3,750 RSUs on September 9, 2016 and will vest 3,750 RSUs on December 9, 2016 (subject to continued service as a member of the Board of Directors). During the nine month period ended September 30, 2016, the Company granted 50,000 RSUs to each of its Chief Financial Officer and Executive Vice President, and 40,000 RSUs to a consultant to the Company. Each of such RSUs vest 50% on the one year anniversary of grant (June 9, 2017) and 50% on the two year anniversary of grant (June 9, 2018). All of the Company's issued RSUs have dividend equivalent rights. A summary of RSU activity for the nine months ended September 30, 2016 is as follows (each RSU represents the right to receive one share of the Company's common stock): Number of Shares Weighted-Average Grant Date Fair Value Balance of restricted stock units outstanding at December 31, 2015 — — Issuance of restricted stock units 935,000 $ 2.30 Vested restricted stock units (33,750 ) $ (2.47 ) Balance of unvested restricted stock units at September 30, 2016 901,250 $ 2.14 Restricted stock unit compensation expense was $189,000 and $221,000 for the three and nine months ended September 30, 2016, respectively. There was no restricted stock unit compensation expense for the three and nine month period ended September 30, 2015. The Company has an aggregate of $1,932,000 of unrecognized RSU compensation expense as of September 30, 2016 to be expensed over a weighted average period of 2.8 years. Stock Options During the nine month period ended September 30, 2016, the Company's Chief Financial Officer and Executive Vice President exercised stock options to purchase 100,000 shares of the Company's common stock, at an exercise price of $1.59 per share, and 240,000 shares of common stock, at an exercise price of $1.60 per share, respectively. The options were exercised on a partial cashless (net exercise) basis by delivery to the Company of an aggregate of 249,820 shares of the Company's common stock (Chief Financial Officer – 50,857 shares and Executive Vice President - 198,963 shares) and $60,000. In addition, an aggregate of 22,655 shares (Chief Financial Officer – 5,563 shares and Executive Vice President – 17,092 shares) were delivered to fund payroll withholding taxes on exercise, resulting in net shares of 43,580 and 23,945 issued to the Chief Financial Officer and Executive Vice President, respectively, with respect to such option exercises. During the nine month period ended September 30, 2016, a consultant to the Company exercised a stock option to purchase 90,000 shares of the Company's common stock, at an exercise price of $1.60 per share. Such option was exercised on a cashless (net exercise) basis by delivery to the Company of 72,727 shares of common stock resulting in 17,273 net shares issued to the consultant with respect to such option exercise. During the nine month period ended September 30, 2015, the Company granted 5-year stock options as an annual grant to each of its three non-management directors to purchase 35,000 shares of its common stock at an exercise price of $2.34 per share. Such options vest over a one-year period in four equal quarterly amounts which began on April 22, 2015, subject to continued service on the Board. During the nine month period ended September 30, 2015, the Company's Executive Vice President exercised a stock option to purchase 150,000 shares of the Company's common stock at an exercise price of $0.90 per share. The option was exercised on a cashless (net exercise) basis by delivery to the Company of 60,000 shares of common stock resulting in 90,000 net shares issued to the Company's Executive Vice President with respect to such option exercise. In addition, during the nine month period ended September 30, 2015, a consultant to the Company exercised a stock option to purchase 50,000 shares of the Company's common stock at an exercise price of $0.90 per share. The option was exercised on a cashless (net exercise) basis by delivery to the Company of 19,651 shares of common stock resulting in 30,349 net shares issued to the consultant with respect to such option exercise. The fair value of each option grant on the date of grant is estimated using the Black-Scholes option-pricing model. On the date of grant, the following weighted average assumptions were utilized for options granted during the nine months ended September 30, 2015 (no stock options were granted during the nine month period ended September 30, 2016): Nine Months Ended September 30, 2015 Risk-free interest rates Expected option life in years Expected stock price volatility Expected dividend yield 1.39% 5 years 30.24% -0- The following table presents information relating to all stock options outstanding and exercisable at September 30, 2016: Weighted Weighted Average Weighted Range of Average Remaining Average Exercise Options Exercise Life in Options Exercise Price Outstanding Price Years Exercisable Price $0.83 - $2.34 2,410,000 $1.29 2.90 2,410,000 $1.29 The Company recorded stock-based compensation related to stock option grants of $0 and $69,000 for the three months ended September 30, 2016 and September 30, 2015, respectively. The Company recorded stock based compensation related to stock option grants of $12,000 and $243,000 for the nine months ended September 30, 2016 and September 30, 2015, respectively. The Company had no unrecognized stock-based compensation cost as of September 30, 2016. The aggregate intrinsic value of options exercisable at September 30, 2016 was $3,482,000. Warrants As of September 30, 2016, the following are the outstanding warrants to purchase shares of the Company's common stock: Number of Exercise Warrants Price Expiration Date 250,000 $2.10 May 21, 2018 250,000 $1.40 May 21, 2018 125,000 $2.10 July 26, 2018 125,000 $1.40 July 26, 2018 Total 750,000 All of the aforementioned warrants were issued to Recognition Interface, LLC in connection with the Company's acquisition of the Mirror Worlds Patent Portfolio (see Note I[2]). |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE E - INCOME TAXES | Significant components of the income taxes were as follows for the nine and three months ended: Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 Current State $ 173,000 $ 22,000 $ 89,000 $ 12,000 Federal 4,025,000 44,000 3,728,000 14,000 Total Current Tax Expense 4,198,000 66,000 3,817,000 26,000 Deferred State 154,000 16,000 30,000 16,000 Federal 4,389,000 912,000 1,429,000 246,000 Total Deferred Tax Expense 4,543,000 928,000 1,459,000 262,000 Total income taxes $ 8,741,000 $ 994,000 $ 5,276,000 $ 288,000 Significant components of deferred tax assets as of September 30, 2016 and December 31, 2015 consist of the following: September 30, December 31, 2016 2015 Deferred tax assets: Net operating carryforwards — $ 6,819,000 Options, warrants and RSUs 415,000 419,000 $ 415,000 $ 7,238,000 Valuation allowance — (2,280,000 ) Net deferred tax assets $ 415,000 $ 4,958,000 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 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 anytime 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"). In the second half of 2016 to date (as well as prior years), the Company did not meet the Ownership Test. Due to the significant number of shares held by the Company's largest shareholders, the Company continually assesses its share ownership to determine whether it meets the Ownership Test. If the Ownership Test were met and the income generated by the Company were determined to constitute "royalties" within the meaning of the Income Test, the Company would constitute a PHC and the Company would be subject to a 20% tax on the amount of any PHC Income (which cannot be offset by NOLs) that it does not distribute to its shareholders. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE F - EARNINGS PER SHARE | Basic Earnings per share is calculated by dividing the net income (loss) 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 4,061,250 and 3,605,000 at September 30, 2016 and September 30, 2015, respectively, consisted of options, warrants and restricted stock units. Computations of basic and diluted weighted average common shares outstanding are as follows: Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 Weighted-average common shares outstanding – basic 23,291,408 23,597,143 23,320,514 23,273,946 Dilutive effect of options, warrants and restricted stock units 1,409,376 993,344 1,877,628 1,380,753 Weighted-average common shares outstanding – diluted 24,700,784 24,590,487 25,198,142 24,654,699 Options, warrants and restricted stock units excluded from the computation of diluted income (loss) per share because the effect of inclusion would have been anti-dilutive 141,304 105,000 423,913 105,000 |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE G - CASH AND CASH EQUIVALENTS | The Company places cash investments in high quality financial institutions insured by the Federal Deposit Insurance Corporation ("FDIC"). At September 30, 2016, the Company maintained a cash balance of $57,109,000 in excess of FDIC limits. The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents as of September 30, 2016 and December 31, 2015 are composed of: September 30, 2016 December 31, 2015 Cash $ 17,583,000 $ 6,283,000 Money market fund 40,176,000 14,325,000 Total $ 57,759,000 $ 20,608,000 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE H - MARKETABLE SECURITIES | Marketable securities are classified as available-for-sale and are recorded at fair market value. Unrealized gains and losses are reported as other comprehensive income or loss. Realized gains and losses are reclassified from other comprehensive income or loss to net income or loss in the period they are realized. At September 30, 2016 and December 31, 2015, the Company's marketable securities consisted of two corporate bonds (aggregate face value $1,000,000) with a 3.9% and 4.5% coupon and term of greater than three months when purchased. The Company's marketable securities mature in 2021 and it is not the intention of the Company to hold such securities until maturity. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE I - COMMITMENTS AND CONTINGENCIES | [1] Legal Fees : Russ, August & Kabat 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 United States District Court for the Southern District of New York relating to certain patents within the Company's Cox Patent Portfolio (see Note K[1] hereof). The terms of the Company's agreement with Russ, August & Kabat provides for legal fees on a full contingency basis ranging from 15% to 30% 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. Dovel & Luner, LLP provided legal services to the Company with respect to its patent litigation commenced in May 2013 against Apple Inc., Microsoft, Inc. and other major vendors of document system software and computer systems in the United States District Court of Texas, Tyler Division, for infringement of U.S. Patent No. 6,006,227 (part of the Mirror Worlds Patent Portfolio - see Note K[2] hereof). The terms of the Company's agreement with Dovel & Luner LLP provided for legal fees on a contingency basis ranging from 25% to 40% of the net recovery (after deduction of expenses) depending upon the stage of proceeding in which a result (settlement or judgment) is achieved, subject to certain agreed upon contingency fee caps depending upon the amount of the net recovery. The Company paid a certain portion of the expenses incurred with respect to the litigation. For the three and nine month periods ended September 30, 2016, the Company incurred contingent aggregate legal fees and expenses with respect to the litigation of $10,649,000 to Dovel & Luner, LLP. 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 United States District Court for the Eastern District of Texas, Tyler (see Note K[3]). The terms of the Company'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 month period ended September 30, 2016 and September 30, 2015, the Company incurred aggregate contingent legal fees with respect to the litigation of $2,348,000 and $442,000, respectively, to Dovel & Luner, LLP. For the nine month period ended September 30, 2016 and September 30, 2015, the Company incurred aggregate contingent legal fees with respect to the litigation of $2,706,000 and $665,000. The Company is responsible for a certain portion of the expenses incurred with respect to the litigation. Dovel & Luner, LLP 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 K[4]). The terms of the Company'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 the royalty payments payable quarterly by Cisco in accordance with the Company'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 months ended September 30, 2016 and September 30, 2015, the Company incurred aggregate legal fees to Dovel & Luner LLP, of $264,000 and $322,000, respectively, with respect to the litigation. During the nine months ended September 30, 2016 and September 30, 2015, the Company incurred aggregate legal fees to Dovel & Luner, LLP of $1,824,000 and $1,868,000 respectively, with respect to the litigation. [2] Patent Acquisitions: On February 28, 2013, the Company completed the acquisition of four patents (as well as a pending patent application) from Dr. Ingemar Cox (these patents together with subsequent related patent issuances comprise the 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, 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 eight additional related patents (five patent applications are pending) by the U.S. Patent and Trademark Office ("USPTO"). Professional fees and filing fees of $169,000 were capitalized as patent cost. On May 21, 2013, the Company's wholly-owned subsidiary, Mirror Worlds Technologies, LLC, acquired all of the patents previously owned by Mirror Worlds, LLC (which subsequently changed its name to Looking Glass LLC ("Looking Glass")), consisting of nine issued United States patents and five pending applications covering foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system (these patents together with subsequent related patent issuances comprise the Mirror Worlds 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 875,000 shares of common stock at an exercise price of $2.10 per share) (the "Looking Glass Warrants"). On June 3, 2014, the Company repurchased the Looking Glass Warrants from Looking Glass at a cost of $505,000. As part of the acquisition of the Mirror Worlds Patent Portfolio, the Company also entered into an agreement with Recognition Interface, LLC ("Recognition"), an entity that financed the commercialization of the patent portfolio prior to its sale to Mirror Worlds, LLC and also retained an interest in the licensing proceeds of the patent portfolio held by Mirror Worlds, LLC. Pursuant to the terms of the Company's agreement with Recognition, Recognition received (i) 5-year warrants to purchase 250,000 shares of the Company's common stock at an exercise price of $1.40 per share, and (ii) 5-year warrants to purchase 250,000 shares of common stock at an exercise price of $2.10 per share. Recognition also received from the Company an interest in the net proceeds realized from the monetization of the Mirror Worlds Patent Portfolio, as follows: (i) 10% of the first $125 million of net proceeds; (ii) 15% of the next $125 million of net proceeds; and (iii) 20% of any portion of the net proceeds in excess of $250 million. For the three and nine month periods ended September 30, 2016, the Company paid Recognition $1,427,000 and $2,909,000, respectively, with respect to such net proceeds interest related to the Mirror Worlds Patent Portfolio (see Note K[2] and Note M). In addition, Abacus and Associates, Inc. ("Abacus"), an entity affiliated with Recognition, received a 60-day warrant to purchase 500,000 shares of the Company's common stock at an exercise price of $2.05 per share. In accordance with the Company's agreement with Recognition, as a result of the exercise of the 60-day warrant by Abacus in July 2013, additional 5-year warrants to purchase an aggregate of 250,000 shares of the Company's common stock were issued to Recognition (125,000 shares at an exercise price of $2.10 per share and 125,000 shares at an exercise price of $1.40 per share). As part of the acquisition of the Mirror Worlds Patent Portfolio, professional fees and filing fees of $409,000 were capitalized as patent cost. [3] Amended Patent Purchase Agreement: In January 2005, the Company and Merlot Communications, Inc., the successor of which is BAXL Technologies, Inc. (the "Seller"), amended the Patent Purchase Agreement originally entered into in November 2003 (the "Amendment") pursuant to which the Company paid an additional purchase price of $500,000 to Seller for the restructuring of future contingent payments to Seller from the licensing or sale of the patents (including the Remote Power Patent and the QoS Patents). The Amendment provided for future contingent payments by the Company to Seller of $1.0 million upon achievement of $25 million of Net Royalties (as defined) which payment was made in 2012, an additional $1.0 million contingent payment upon achievement of $50 million of Net Royalties (the "Second Contingent Payment") and an additional $500,000 contingent payment upon achievement of $62.5 million of Net Royalties from the licensing or sale of the patents acquired from Seller. On March 11, 2015, the Company entered into an agreement with a secured creditor of the Seller, who had all rights with respect to the Second Contingent Payment, pursuant to which the Company paid the secured creditor $900,000 in full satisfaction of the Second Contingent Payment of $1.0 million. During the second quarter of 2016, the Company accrued the above final contingent payment of $500,000 which payment has been made. [4] Services Agreement: Pursuant to a master services agreement, dated November 30, 2004 (the "Services Agreement"), between the Company and ThinkFire Services USA, Ltd. ("ThinkFire"), the Company was obligated to pay ThinkFire fees from royalty payments received from certain licensees of the Remote Power Patent over the term of the licenses in consideration for services performed on behalf of the Company. On February 10, 2015, the Company entered into an agreement with ThinkFire pursuant to which the Services Agreement was terminated with no further obligations in consideration of the Company's payment of $285,000 to ThinkFire ($261,000 of such payment has been included as general and administrative expenses for the nine months ended September 30, 2015). [5] Lease Agreements: The Company leases its principal office space in New York City at a monthly base rent of approximately $3,700 which lease expires on May 31, 2017. The Company entered into a lease agreement in July 2011 to rent office space in New Canaan, Connecticut. In August 2015, the Company entered into an agreement to extend the lease for a four year period (expiring September 30, 2019) at a base rent of $7,000 per month for the first year (increasing $100 per month each year), which is subject to annual adjustments to reflect increases in real estate taxes and operating expenses. Mirror Worlds Technologies, LLC, the Company's wholly-owned subsidiary, entered into a one year lease, at a base rent of $620 per month, to rent office space in Tyler, Texas (expiring April 30, 2017). |
EMPLOYMENT ARRANGEMENTS AND OTH
EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE J - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS | [1] 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'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'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 and the Cox Patent Portfolio) (collectively, the "Incentive Compensation"). During the three months ended September 30, 2016 and September 30, 2015, the Chairman and Chief Executive Officer earned Incentive Compensation of $2,029,000 and $150,000, respectively. During the nine months ended September 30, 2016 and September 30, 2015, the Chairman and Chief Executive Officer earned Incentive Compensation of $3,996,000 and $519,000, respectively, which amounts are included in accrued expenses. As of September 30, 2016 and December 31, 2015, $2,176,000 and $446,000 of such compensation were included in accrued expenses, respectively. The Incentive Compensation shall continue to be paid to the Chairman and Chief Executive Officer for the life of each of the Company's patents with respect to licenses entered into with third parties during the term of his employment or at anytime thereafter, whether he is employed by the Company or not; provided that 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 "Other Than For 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" by the Company or "Without Good Reason" by the Chairman and Chief Executive Officer. [2] In June 2016, the Board of Directors of the Company approved an increase in the annual base salary for its Chief Financial Officer to $175,000 per annum. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE K - LEGAL PROCEEDINGS | [1] In December 2014, Google Inc. filed four petitions to institute Inter Partes On April 13, 2015, Google filed a Petition for Covered Business Method Covered Business Method [2] On November 6, 2015, the Company entered into a settlement agreement with Microsoft pursuant to which Microsoft (including its customers) received a non-exclusive fully paid license for the Mirror Worlds Patent Portfolio for their remaining life in consideration of a lump sum payment to the Company of $4,650,000. In addition, as customers of Microsoft, the pending litigation was also dismissed against Hewlett-Packard Corporation, Lenovo Group Ltd., Lenovo (United States), Inc., Dell, Inc., Best Buy Co., Inc., Samsung Electronics of America, Inc. and Samsung Telecommunications America L.L.C. On July 8, 2016, Mirror Worlds Technologies, LLC, the Company's wholly-owned subsidiary, entered into a settlement agreement with Apple Inc. ("Apple") in connection with litigation in the United States District Court for the Eastern District of Texas, for infringement of the Company's '227 Patent. Under the terms of the settlement agreement, Apple received a fully paid-up non-exclusive license to the '227 Patent for its full term (which expired in June 2016), along with certain rights to other patents in the Company's portfolio. The Company received $25,000,000 from Apple in consideration for the settlement and fully paid-up license. [3] [4] |
STOCK REPURCHASE
STOCK REPURCHASE | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE L - STOCK REPURCHASE | On August 22, 2011, the Company announced that its Board of Directors approved a share repurchase program to repurchase up to $2,000,000 of shares of its common stock over the next 12 months ("Share Repurchase Program"). On June 9, 2016, the Board of Directors authorized an extension of the Share Repurchase Program to repurchase up to $2,654,000 of common stock over the subsequent 12 month period (for a total of up to $14,000,000 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'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. Since inception of the Share Repurchase Program through September 30, 2016, the Company has repurchased an aggregate of 6,883,104 shares of its common stock at an average price per share of $1.65 or an aggregate cost of $11,346,000 (exclusive of commissions). All such repurchased shares have been cancelled. During the nine months ended September 30, 2016, the Company repurchased 500 shares of its common stock at $1.95 per share. The Company did not repurchase any shares of its common stock during the three month period ended September 30, 2016. |
REVENUE FROM PROFESSIONAL LIABI
REVENUE FROM PROFESSIONAL LIABILITY SETTLEMENT | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE M - REVENUE FROM PROFESSIONAL LIABILITY SETTLEMENT | On April 22, 2016, Mirror Worlds Technologies, LLC ("MWT"), the Company's wholly-owned subsidiary, entered into an agreement pursuant to which it received $17,500,000 in connection with the settlement of a professional liability claim relating to services rendered in 2008-2010. The Company, through MWT, acquired the claim in May 2013 as part of its acquisition of the Mirror Worlds Patent Portfolio. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE N - CONCENTRATIONS | Revenue from three licensees constituted approximately 96% and 90% of the Company's revenue for the three and nine month periods ended September 30, 2016 (exclusive of non-licensing revenue from our professional liability settlement – see Note M above). At September 30, 2016 and December 31, 2015, royalty receivables from two licensees (including one of the licensees referenced in the prior sentence) constituted approximately 82% and 81% of the Company's royalty receivables, respectively. |
OTHER INVESTMENTS
OTHER INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE O - OTHER INVESTMENTS | During 2013 and 2014 the Company made investments in Lifestreams Technologies Corporation aggregating $576,000 (the original investment was part of the Company's acquisition of the Mirror Worlds Patent Portfolio – see Note I[2] hereof). Since the Company owned less than 20% of the outstanding equity of Lifestreams and did not have significant influence or control, the Company's investment in Lifestreams was recorded at cost. A portion of the Company's investment in Lifestreams consisted of secured promissory notes (the "Notes"). The Notes all matured on March 31, 2015. At September 30, 2015, Lifestreams remained in default of the Notes and had not completed any additional material financing. As a result, the Company had an impairment of $386,000 with respect to the investment which had a carrying value at September 30, 2015 of $190,000 compared with a carrying value at December 31, 2014 of $576,000. The carrying value of $190,000 at September 30, 2015 reflected management's estimate at September 30, 2015 of the fair value of the investment (see Note B hereof). The impairment of $386,000 was included in general and administrative expenses in the Company's Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015. At December 31, 2015, the balance of the carrying value of $190,000 at September 30, 2015 was written-off. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE P - SUBSEQUENT EVENTS | [1] [2] |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Use of Estimates and Assumptions | The preparation of 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's unaudited condensed consolidated financial statements include revenue recognition, the valuation of warrants and stock-based compensation, income tax payable, deferred income taxes, valuation of patents, accrued expenses and valuation of marketable securities. Actual results could be materially different from those estimates, upon which the carrying values were based. |
Patents | 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. |
Revenue Recognition | The Company recognizes revenue received from the licensing of its intellectual property and other related intellectual property activities. Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been performed pursuant to the terms of the license or other applicable agreement, (iii) amounts are fixed or determinable, and (iv) collectability of amounts is reasonably assured. The Company relies on royalty reports received from third party licensees to record its revenue. From time to time the Company may audit royalties reported from licensees. Any adjusted royalty revenue as a result of such audits is recorded by the Company in the period in which such adjustment is agreed to by the Company and the licensee or otherwise determined. |
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 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 forward. 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 has no uncertain tax positions as of September 30, 2016 and December 31, 2015. United States federal, state and local income tax returns prior to 2013 are not subject to examination by any applicable tax authorities. Effective January 1, 2016, the Company has elected to early adopt Accounting Standards Update No. 2015-17, Income Taxes (Topic 740); Balance Sheet Classification of Deferred Taxes |
Impairment of long-lived assets | Intangible assets with finite lives are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. Accordingly, we record impairment losses on long-lived assets used in operations or expected to be disposed of when indicators of impairment exist and the undiscounted cash flows expected to be derived from those assets are less than carrying amounts of these assets. As of September 30, 2016, there was no impairment to the Company's patents. |
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 Equity, |
Earnings Per Share | 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 were exercised and shares were issued pursuant to outstanding restricted stock units. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share. |
Financial Instruments | U.S. GAAP regarding fair value of financial instruments and related fair value measurements define fair value, establish a three-level valuation hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs are defined as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable. The carrying value of cash, marketable securities, royalty receivables, other assets, accounts payable, and accrued expenses approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest. Marketable securities available for sale are measured at fair value on a recurring basis based on Level 1 inputs (see Note H). |
Reclassification | The Company has reclassified certain amounts in prior period unaudited condensed consolidated financial statements to conform to the current period's presentation. |
Recent Accounting Pronouncements | In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments, which amends ASC 230, Statement of Cash Flows. This ASU provides guidance on the statement of cash flows presentation of certain transactions where diversity in practice exists. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company's condensed consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In May 2014, FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing |
Accounting Standards Adopted in the Period | In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740); Balance Sheet Classification of Deferred Taxes |
PATENTS (Tables)
PATENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Patents Tables | |
Accumulated amortization related to acquired intangible assets | September 30, 2016 December 31, 2015 Gross carrying amount – patents $ 6,389,000 $ 6,385,000 Accumulated amortization – patents (5,143,000 ) (4,383,000 ) Patents, net $ 1,246,000 $ 2,002,000 |
Future amortization of current intangible assets, net | Twelve Months Ended September 30, 2017 $ 196,000 2018 $ 196,000 2019 $ 193,000 2020 $ 189,000 2021 and thereafter $ 472,000 Total $ 1,246,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stock-based Compensation Tables | |
Summary of restricted stock unit activity | Number of Shares Weighted-Average Grant Date Fair Value Balance of restricted stock units outstanding at December 31, 2015 — — Issuance of restricted stock units 935,000 $ 2.30 Vested restricted stock units (33,750 ) $ (2.47 ) Balance of unvested restricted stock units at September 30, 2016 901,250 $ 2.14 |
Summary of stock option | Nine Months Ended September 30, 2015 Risk-free interest rates Expected option life in years Expected stock price volatility Expected dividend yield 1.39% 5 years 30.24% -0- |
Summary of information of stock options outstanding and exercisable | Weighted Weighted Average Weighted Range of Average Remaining Average Exercise Options Exercise Life in Options Exercise Price Outstanding Price Years Exercisable Price $0.83 - $2.34 2,410,000 $1.29 2.90 2,410,000 $1.29 |
Outstanding warrants to puchase shares | Number of Exercise Warrants Price Expiration Date 250,000 $2.10 May 21, 2018 250,000 $1.40 May 21, 2018 125,000 $2.10 July 26, 2018 125,000 $1.40 July 26, 2018 Total 750,000 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes Tables | |
Significant components of the income taxes | Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 Current State $ 173,000 $ 22,000 $ 89,000 $ 12,000 Federal 4,025,000 44,000 3,728,000 14,000 Total Current Tax Expense 4,198,000 66,000 3,817,000 26,000 Deferred State 154,000 16,000 30,000 16,000 Federal 4,389,000 912,000 1,429,000 246,000 Total Deferred Tax Expense 4,543,000 928,000 1,459,000 262,000 Total income taxes $ 8,741,000 $ 994,000 $ 5,276,000 $ 288,000 |
Significant components of deferred tax assets | September 30, December 31, 2016 2015 Deferred tax assets: Net operating carryforwards — $ 6,819,000 Options, warrants and RSUs 415,000 419,000 $ 415,000 $ 7,238,000 Valuation allowance — (2,280,000 ) Net deferred tax assets $ 415,000 $ 4,958,000 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share Tables | |
Schedule of Earnings Per Share | Nine Months Ended September 30, Three Months Ended September 30, 2016 2015 2016 2015 Weighted-average common shares outstanding – basic 23,291,408 23,597,143 23,320,514 23,273,946 Dilutive effect of options, warrants and restricted stock units 1,409,376 993,344 1,877,628 1,380,753 Weighted-average common shares outstanding – diluted 24,700,784 24,590,487 25,198,142 24,654,699 Options, warrants and restricted stock units excluded from the computation of diluted income (loss) per share because the effect of inclusion would have been anti-dilutive 141,304 105,000 423,913 105,000 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Cash And Cash Equivalents Tables | |
Schedule of cash and cash equivalent | September 30, 2016 December 31, 2015 Cash $ 17,583,000 $ 6,283,000 Money market fund 40,176,000 14,325,000 Total $ 57,759,000 $ 20,608,000 |
BASIS OF PRESENTATION AND NAT28
BASIS OF PRESENTATION AND NATURE OF BUSINESS (Details Narrative) | 9 Months Ended |
Sep. 30, 2016USD ($)Agreement | |
Basis Of Presentation And Nature Of Business Details Narrative | |
Remote power patent revenue since May 2007 | $ | $ 100,000,000 |
Patents owned | Agreement | 28 |
Number of License Agreements | Agreement | 25 |
Mirror Worlds Patent Portfolio Licensing and other revenue | $ | $ 47,150,000 |
SUMMARY OF SIGNIFICANT ACCOU29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Impairment of investments | $ 386,000 |
PATENTS (Details)
PATENTS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Patents Details | ||
Gross carrying amount - patents | $ 6,389,000 | $ 6,385,000 |
Accumulated amortization - patents | (5,143,000) | (4,383,000) |
Patents, net | $ 1,246,000 | $ 2,002,000 |
PATENTS (Details 1)
PATENTS (Details 1) | Sep. 30, 2016USD ($) |
Patents Details 1 | |
2,017 | $ 196,000 |
2,018 | 196,000 |
2,019 | 193,000 |
2,020 | 189,000 |
2021 and thereafter | 472,000 |
Total | $ 1,246,000 |
PATENTS (Details Narrative)
PATENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Amortization expense | $ 49,000 | $ 413,000 | $ 760,000 | $ 1,239,000 |
Expiration of Remote Power Patent | March 2,020 | |||
Expiration of QoS family patents | June 2,019 | |||
Minimum [Member] | ||||
Estimated remaining economic useful of patents | 3 years 9 months | |||
Expiration dates of the patents within the Company's Mirror Worlds patent portfolio | AUGUST 2,017 | |||
Expiration dates of the patents within the Cox patent portfolio | SEPTEMBER 2,021 | |||
Maximum [Member] | ||||
Estimated remaining economic useful of patents | 5 years | |||
Expiration dates of the patents within the Company's Mirror Worlds patent portfolio | FEBRUARY 2,020 | |||
Expiration dates of the patents within the Cox patent portfolio | NOVEMBER 2,023 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of restricted stock units outstanding, Beginning balance | shares | |
Weighted average grant date fair value, Beginning balance | $ / shares | |
Issuance, Number of restricted stock units | shares | 935,000 |
Issuance, Weighted average grant date fair value | $ / shares | $ 2.30 |
Vested restricted stock units, shares | shares | (33,750) |
Vested restricted stock units, weighted average grant date fair value | $ / shares | $ (2.47) |
Unvested restricted stock units, shares, Ending balance | shares | 901,250 |
Unvested restricted stock units, weighted average grant date fair value, Ending balance | $ / shares | $ 2.14 |
STOCK BASED COMPENSATION (Det34
STOCK BASED COMPENSATION (Details 1) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Based Compensation Details 1 | |
Risk-free interest rates | 1.39% |
Expected option life in years | 5 years |
Expected stock price volatility | 30.24% |
Expected dividend yield | 0.00% |
STOCK BASED COMPENSATION (Det35
STOCK BASED COMPENSATION (Details 2) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Options outstanding | shares | 2,410,000 |
Weighted average exercise price | $ 1.29 |
Weighted Average Remaining Life in Years | 2 years 10 months 24 days |
Options exercisable | shares | 2,410,000 |
Weighted average exercise price | $ 1.29 |
Minimum [Member] | |
Range of Exercise price | 0.83 |
Maximum [Member] | |
Range of Exercise price | $ 2.34 |
STOCK BASED COMPENSATION (Det36
STOCK BASED COMPENSATION (Details 3) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of warrants outstanding | 750,000 |
Exercise Price $ 2.10 | |
Number of warrants outstanding | 250,000 |
Exercise Price | $ / shares | $ 2.10 |
Expiration Date | May 21, 2018 |
Exercise Price $ 1.40 | |
Number of warrants outstanding | 250,000 |
Exercise Price | $ / shares | $ 1.40 |
Expiration Date | May 21, 2018 |
Exercise Price $ 2.10 | |
Number of warrants outstanding | 125,000 |
Exercise Price | $ / shares | $ 2.10 |
Expiration Date | Jul. 26, 2018 |
Exercise Price $ 1.40 | |
Number of warrants outstanding | 125,000 |
Exercise Price | $ / shares | $ 1.40 |
Expiration Date | Jul. 26, 2018 |
STOCK BASED COMPENSATION (Det37
STOCK BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-based compensation related to stock option grants | $ 0 | $ 69,000 | $ 12,000 | $ 243,000 |
Aggregate intrinsic value of options exercisable | 3,482,000 | $ 3,482,000 | ||
Aggregate stock options issued to each non- management director | 0 | 35,000 | ||
Delivery of shares of common stock by cashless basis | 249,820 | |||
Delivery of shares to fund withholding taxes | 22,655 | |||
Stock option excercised, exercise price per share | $ 2.34 | |||
Unrecognized restricted stock unit compensation expense | 0 | $ 0 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Restricted stock unit compensation expense | 189,000 | $ 0 | 221,000 | $ 0 |
Unrecognized restricted stock unit compensation expense | $ 1,932,000 | $ 1,932,000 | ||
Weighted average amortized period | 2 years 9 months 18 days | |||
RSUs granted to each non-management director | 15,000 | 15,000 | ||
RSUs issued to each non-management directors vested on the date of grant | 7,500 | 7,500 | ||
RSUs issued to each non-management director vested on September 9, 2016 | 3,750 | 3,750 | ||
RSUs issued to each non-management director vested on December 9, 2016 | 3,750 | 3,750 | ||
RSUs granted to Chief Financial Officer | 50,000 | 50,000 | ||
RSUs granted to Executive Vice-President | 50,000 | 50,000 | ||
RSUs granted to Consultant | 40,000 | 40,000 | ||
RSUs vested on June 9, 2017 | 50.00% | |||
RSUs vested on June 9, 2018 | 50.00% | |||
2013 Stock Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
RSUs granted to chairman and chief executive officer | 750,000 | 750,000 | ||
Chief Financial Officer [Member] | ||||
Stock option excercised at $ 1.59 exercise price | 100,000 | |||
Delivery of shares of common stock by cashless basis | 50,857 | |||
Delivery of shares to fund withholding taxes | 5,563 | |||
Delivery of cash for option excercise | $ 60,000 | |||
Net shares issued | 43,580 | |||
Executive Vice President [Member] | ||||
Stock option excercised at $ 1.60 exercise price | 240,000 | |||
Delivery of shares of common stock by cashless basis | 198,963 | |||
Delivery of shares to fund withholding taxes | 17,092 | |||
Net shares issued | 23,945 | |||
Executive Vice President [Member] | ||||
Stock option excercised at $0.90 | 150,000 | |||
Delivery of shares of common stock by cashless basis | 60,000 | |||
Net shares issued | 90,000 | |||
Consultant [Member] | ||||
Stock option excercised at $1.60 | 90,000 | |||
Delivery of shares of common stock by cashless basis | 72,727 | |||
Net shares issued | 17,273 | |||
Consultant [Member] | ||||
Stock option excercised at $0.90 | 50,000 | |||
Delivery of shares of common stock by cashless basis | 19,651 | |||
Net shares issued | 30,349 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Current | ||||
State | $ 89,000 | $ 12,000 | $ 173,000 | $ 22,000 |
Federal | 3,728,000 | 14,000 | 4,025,000 | 44,000 |
Total Current Tax Expense | 3,817,000 | 26,000 | 4,198,000 | 66,000 |
Deferred | ||||
State | 30,000 | 16,000 | 154,000 | 16,000 |
Federal | 1,429,000 | 246,000 | 4,389,000 | 912,000 |
Total Deferred Tax Expense | 1,459,000 | 262,000 | 4,543,000 | 928,000 |
Total income taxes | $ 5,276,000 | $ 288,000 | $ 8,741,000 | $ 994,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating carryforwards | $ 6,819,000 | |
Options, warrants and RSUs | 415,000 | 419,000 |
Deferred tax assets, Gross | $ 415,000 | $ 7,238,000 |
Valuation allowance | (2,280,000) | |
Net deferred tax assets | $ 415,000 | $ 4,958,000 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Loss Per Share Details | ||||
Weighted-average common shares outstanding - basic | 23,320,514 | 23,273,946 | 23,291,408 | 23,597,143 |
Dilutive effect of options, warrants and restricted stock units | 1,877,628 | 1,380,753 | 1,409,376 | 993,944 |
Weighted-average common shares outstanding - diluted | 25,198,142 | 24,654,699 | 24,700,784 | 24,590,487 |
Options, warrants and restricted stock units excluded from the computation of diluted income (loss) per share because the effect of inclusion would have been anti-dilutive | 423,913 | 105,000 | 141,304 | 105,000 |
EARNINGS (LOSS) PER SHARE (De41
EARNINGS (LOSS) PER SHARE (Details Narratrive) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Loss Per Share Details Narratrive | ||
Potentialy Dilutive Shares | 4,061,250 | 3,605,000 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Cash And Cash Equivalents Details | ||||
Cash | $ 17,583,000 | $ 6,283,000 | ||
Money market fund | 40,176,000 | 14,325,000 | ||
Total | $ 57,759,000 | $ 20,608,000 | $ 18,012,000 | $ 17,662,000 |
CASH AND CASH EQUIVALENTS (De43
CASH AND CASH EQUIVALENTS (Details Narrative) | Sep. 30, 2016USD ($) |
Cash And Cash Equivalents Details Narrative | |
Maintained cash balance in excess of FDIC | $ 57,109,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Corporate bonds face value, 3.9% - 4.5% coupon | $ 1,000,000 | $ 1,000,000 |
Maturity date of marketable securities | 2,021 | |
Corporate Bond 1 [Member] | ||
Corporate bond coupon | 3.90% | 3.90% |
Corporate Bond 2 [Member] | ||
Corporate bond coupon | 4.50% | 4.50% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Legal Fees (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Legal Service Agreement With Russ, August Kabot For Litigation Filed In April 2014 and December 2014 [Member] | ||||
Legal Fees payment ,Terms | Legal fees on a full contingency basis ranging from 15% to 30% of the net recovery (after deduction of expenses) | |||
Legal Service Agreement With Dovel And Luner For Litigation Settlement In May 2013 [Member] | ||||
Legal Fees payment ,Terms | Legal fees on a contingency basis ranging from 25% to 40% of the net recovery (after deduction of expenses) | |||
Legal fees and expenses | $ 10,649,000 | $ 10,649,000 | ||
Legal Service Agreement With Dovel And Luner For Litigation Filed In September 2011 [Member] | ||||
Legal Fees payment ,Terms | Legal fees on a full contingency basis ranging from 12.5% to 35% (with certain exceptions) of the net recovery (after deduction for expenses) | |||
Legal fees and expenses | 2,348,000 | $ 442,000 | $ 2,706,000 | $ 665,000 |
Legal Service Agreement With Dovel And Luner For Litigation Settlement In July 2010 [Member] | ||||
Legal Fees payment ,Terms | 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) | |||
Legal fees and expenses | $ 264,000 | $ 322,000 | $ 1,824,000 | $ 1,868,000 |
COMMITMENTS AND CONTINGENCIES46
COMMITMENTS AND CONTINGENCIES - Patent Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2016 | Jun. 03, 2014 | Jul. 31, 2013 | May 21, 2013 | Feb. 28, 2013 | |
Exercise price of five year option | ||||||
Acquisition of Cox patents cash, purchase price | $ 1,000,000 | |||||
Acquisition of Cox patents, common stock issued | 403,226 | |||||
Obligated to pay Cox, net proceeds percentage | 12.50% | |||||
Capitalized professional fees and filing fees related to Cox Patent Portfolio | $ 169,000 | |||||
Cash consideration for Mirror Worlds patent acquisition | $ 3,000,000 | |||||
Cost of repurchase of Mirror Worlds warrants | $ 505,000 | |||||
Issued 5-year warrants (Looking Glass) to purchase shares of common stock | 1,750,000 | |||||
5-year warrants (Looking Glass) to purchase 875,000 shares, exercise price per share | 1.40 | |||||
5-year warrants (Looking Glass) to purchase 875,000 shares, exercise price per share | 2.10 | |||||
Issued 5-year warrants (Recognition) to purchase 250,000 shares, exercise price per share | 1.40 | |||||
Issued 5-year warrants (Recognition) to purchase 250,000 shares, exercise price per share | 2.10 | |||||
60 day warrants (Abacus) to purchase shares of common stock | 500,000 | |||||
60-day warrants (Abacus), exercise price per shares | $ 2.05 | |||||
Issued additional 5-year warrants (Recognition) to purchase shares of common stock as a result of exercise of 60-day warrant | 250,000 | |||||
Additional 5-year warrants to purchase 125,000 shares of common stock as a result of exercise of 60-day warrant, exercise price per share | 2.10 | |||||
Additional 5-year warrants to purchase 125,000 shares of common stock as a result of exercise of 60-day warrant, exercise price per share | 1.40 | |||||
Capitalized professional fees and filing fees related to Mirror Worlds patents | $ 409,000 | |||||
Net proceeds percentage payable to Recognition from the monetization of the Mirror Worlds patent portfolio | ||||||
First $125 Million | 10.00% | |||||
Next $125 Million | 15.00% | |||||
Over $250 Million | 20.00% | |||||
Recognition paid related to Mirror Worlds patents | $ 1,427,000 | $ 2,909,000 |
COMMITMENTS AND CONTINGENCIES47
COMMITMENTS AND CONTINGENCIES - Amended Patent Purchase Agreement (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Mar. 11, 2015 | Dec. 31, 2012 | Jan. 01, 2005 |
Additional patent cost for restructuring of future contingent payments | $ 500,000 | |||||
Achievement of net royalties | $ 62,500,000 | $ 50,000,000 | ||||
Contingent payment made | $ 1,000,000 | |||||
Payment to secured creditor in satisfaction of second contingent payment | $ 900,000 | |||||
Additional contingent payment | 500,000 | |||||
Accrued final contingent payment | $ 500,000 | |||||
2012 [Member] | ||||||
Achievement of net royalties | $ 25,000,000 | |||||
Contingent payment made | $ 1,000,000 |
COMMITMENTS AND CONTINGENCIES48
COMMITMENTS AND CONTINGENCIES - Services Agreement (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Feb. 10, 2015 | |
Commitments And Contingencies - Services Agreement Details Narrative | ||
Company paid for service agreement termination | $ 285,000 | |
Portion of payment included in general and administrative expenses | $ 261,000 |
COMMITMENTS AND CONTINGENCIES49
COMMITMENTS AND CONTINGENCIES - Leases Agreements (Details Narrative) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
New York City [Member] | |
Rental cost per month | $ 3,700 |
Expiring date | May 31, 2017 |
Tyler, Texas [Member] | |
Rental cost per month | $ 620 |
Expiring date | April 30, 2017 |
New Canaan CT [Member] | |
Expiring date | August 2,015 |
Description lease agreement | Extend the lease for a four year period (expiring September 30, 2019) at a base rent of $7,000 per month for the first year (increasing $100 per month each year). |
EMPLOYMENT ARRANGEMENTS AND O50
EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Jul. 14, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Apr. 09, 2014 | |
Employment Arrangements And Other Agreements Details Narrative | |||||||
Annual base salary Chairman and CEO | $ 475,000 | ||||||
Target annual bonus or minimum bonus Chairman and CEO | $ 175,000 | ||||||
Issuance of stock option to CEO to purchase common stock | 500,000 | ||||||
CEO Stock option, exercise price | $ 1.19 | ||||||
Earned incentive compensation | $ 2,029,000 | $ 150,000 | $ 3,996,000 | $ 519,000 | |||
Earned incentive compensation included in accrual expenses | $ 2,176,000 | 2,176,000 | $ 446,000 | ||||
CEO Incentive Compensation - percentage of gross royalties - Remote Power Patent | 5.00% | ||||||
CEO Incentive Compensation - percentage of net royalties - Additional Patents | 10.00% | ||||||
CEO Incentive Compensation - percentage of gross royalties - Additional Patents | 6.25% | ||||||
Annual cash bonuses for CEO | 200,000 | ||||||
Annual base salary of Chief Financial Officer | $ 175,000 | 157,500 | |||||
Annual bonus for Chief Financial Officer | $ 30,000 | ||||||
Issuance of 5 year stock option to CFO | 50,000 | ||||||
CFO stock option, exercise price | $ 1.65 |
LEGAL PROCEEDINGS (Details Narr
LEGAL PROCEEDINGS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 51 Months Ended | 55 Months Ended | |
Jul. 31, 2010 | Sep. 30, 2016 | Mar. 31, 2020 | Dec. 31, 2015 | Nov. 06, 2015 | |
Royalties received from license defendants upon settlement | $ 32,000,000 | $ 10,200,000 | |||
Maximum Cisco royalty payment per year through 2015 | $ 8,000,000 | ||||
Maximum Cisco royalty payment per year for remaning term of the patent | $ 9,000,000 | ||||
Microsoft settlement | $ 4,650,000 | ||||
Dell, Inc. | |||||
Royalties received from license defendants upon settlement | 6,000,000 | ||||
Alcatel and ALE, USA | |||||
Royalties received from license defendants upon settlement | 4,200,000 | ||||
Contingent royalties from license defendants upon settlement | $ 2,300,000 |
STOCK REPURCHASE (Details Narra
STOCK REPURCHASE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 59 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 09, 2016 | Aug. 22, 2011 | |
Number of shares, common stock repurchased | 0 | 500 | 6,883,104 | ||
Average price per share, common stock subject to repurchase | $ 1.95 | $ 1.65 | |||
Aggregate cost of common stock repurchase | $ 11,346,000 | ||||
Board of Directors [Member] | |||||
Stock Repurchase Program, dollar amount of shares authorized to be repurchased | 2,000,000 | ||||
Stock Repurchase Program, dollar amount of remaining shares authorized to be repurchased | 2,655,000 | ||||
Stock Repurchase Program, dollar amount of shares repurchased since inception | 14,000,000 |
REVENUE FROM PROFESSIONAL LIA53
REVENUE FROM PROFESSIONAL LIABILITY SETTLEMENT (Details Narrative) | Apr. 22, 2016USD ($) |
Revenue From Professional Liability Settlement Details Narrative | |
Amount received in settlement of a professional liability claim | $ 17,500,000 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Concentrations Details Narrative | |||
Percentage Revenue (exclusive of professional liability claim) | 96.00% | 90.00% | |
Percentage of royalty receivable | 82.00% | 82.00% | 81.00% |
OTHER INVESTMENTS (Details Narr
OTHER INVESTMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Notes to Financial Statements | |||||
Asset Impairment | $ 386,000 | ||||
Investment carrying value | $ 190,000 | $ 190,000 | $ 576,000 | ||
General and administrative expenses | $ 386,000 | ||||
Additional investment in various tranche | $ 95,000 | ||||
Investment carrying value written-off | $ 190,000 |