Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 11, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | Prism Technologies Group, Inc. | ||
Entity Central Index Key | 1,077,370 | ||
Trading Symbol | przm | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 10,073,688 | ||
Entity Public Float | $ 19,627 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,756,000 | $ 23,137,000 |
Short-term investments | 1,494,000 | 1,494,000 |
Restricted cash equivalents | 600,000 | 800,000 |
Prepaid expenses and other current assets | 639,000 | 143,000 |
Total current assets | 4,489,000 | $ 25,574,000 |
Intangible assets | 24,694,000 | |
Goodwill | 54,000 | |
Other assets | 63,000 | $ 4,000 |
Total assets | 29,300,000 | 25,578,000 |
Current liabilities: | ||
Accounts payable | 648,000 | 675,000 |
Accrued expenses | 194,000 | $ 194,000 |
Accrued contingent consideration, current | 3,525,000 | |
Note payable, current | 2,838,000 | |
Total current liabilities | 7,205,000 | $ 869,000 |
Accrued contingent consideration, non-current | 9,704,000 | |
Accrued lease obligation, non-current | 49,000 | $ 251,000 |
Income tax liability | 101,000 | 101,000 |
Other liabilities | 45,000 | 45,000 |
Total liabilities | $ 17,104,000 | $ 1,266,000 |
Stockholders’ equity: | ||
Convertible preferred stock, $0.001 par value. Authorized: 5,000 shares; no shares issued or outstanding at 2015 and 2014 | ||
Common stock, $0.001 par value. Authorized: 25,000 shares; 14,533 and 11,033 shares issued and 10,074 and 6,574 shares outstanding at 2015 and 2014, respectively | $ 15,000 | $ 11,000 |
Paid-in capital | 231,294,000 | 221,771,000 |
Treasury stock, 4,459 shares at 2015 and 2014, respectively | (10,323,000) | (10,323,000) |
Accumulated deficit | (208,790,000) | (187,147,000) |
Total stockholders’ equity | 12,196,000 | 24,312,000 |
Total liabilities and stockholders’ equity | $ 29,300,000 | $ 25,578,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Convertible preferred stock, shares issued (in shares) | 0 | 0 |
Convertible preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues | $ 700,000 | |
Cost of revenues | 311,000 | |
Gross Margin | 389,000 | |
Operating expenses: | ||
General and administrative | 4,289,000 | $ 2,676,000 |
Depreciation and amortization | 12,877,000 | $ 1,000 |
Impairment of Intangible Assets, Finite-lived | 23,847,000 | |
Total operating expenses | 41,013,000 | $ 2,677,000 |
Loss from operations | (40,624,000) | (2,677,000) |
Other income | 19,901,000 | $ 30,000 |
Interest expense | (920,000) | |
Net loss before income taxes | (21,643,000) | $ (2,647,000) |
Income tax benefit | 0 | 0 |
Net loss | $ (21,643,000) | $ (2,647,000) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (2.34) | $ (0.35) |
Shares used in computing loss per share: | ||
Basic and diluted (in shares) | 9,268 | 7,655 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (21,643) | $ (2,647) |
Comprehensive loss | $ (21,643) | $ (2,647) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2013 | 11,033 | (3,281) | |||
Balance at Dec. 31, 2013 | $ 11 | $ 221,750 | $ (6,788) | $ (184,500) | $ 30,473 |
Share-based compensation | 21 | 21 | |||
Repurchase of common stock (in shares) | (1,178) | ||||
Repurchase of common stock | $ (3,535) | (3,535) | |||
Net loss | (2,647) | (2,647) | |||
Balance (in shares) at Dec. 31, 2014 | 11,033 | (4,459) | |||
Balance at Dec. 31, 2014 | $ 11 | 221,771 | $ (10,323) | (187,147) | 24,312 |
Share-based compensation | 147 | 147 | |||
Net loss | (21,643) | (21,643) | |||
Balance (in shares) at Dec. 31, 2015 | 14,533 | (4,459) | |||
Balance at Dec. 31, 2015 | $ 15 | 231,294 | $ (10,323) | $ (208,790) | 12,196 |
Issuance of shares (in shares) | 3,500 | ||||
Issuance of shares | $ 4 | $ 9,376 | $ 9,380 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (21,643) | $ (2,647) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 147 | 21 |
Depreciation and amortization | 12,877 | $ 1 |
Impairment of long-lived assets | 23,847 | |
Imputed interest expense on contingent consideration | 648 | |
Imputed interest expense on notes payable | 268 | |
Gain on revaluation of contingent consideration | (19,888) | |
Net changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | $ (493) | $ 1 |
Other assets | 25 | |
Accounts payable | $ (12) | 455 |
Accrued expenses and other current liabilities | $ (201) | (59) |
Accrued lease obligation | (193) | |
Net cash used in operating activities | $ (4,450) | $ (2,396) |
Cash flows from investing activities: | ||
Purchase of Prism, net of cash acquired | (16,131) | |
Purchases of short-term investments | (1,494) | $ (3,984) |
Redemptions of short-term investments | 1,494 | 2,739 |
Redemptions of restricted cash equivalents | 200 | 200 |
Net cash used in investing activities | (15,931) | $ (1,045) |
Cash flows from financing activities: | ||
Repayment of note payable | $ (1,000) | |
Repurchases of common stock | $ (3,535) | |
Net cash used in financing activities | $ (1,000) | (3,535) |
Net decrease in cash and cash equivalents | (21,381) | (6,976) |
Cash and cash equivalents, beginning of year | 23,137 | 30,113 |
Cash and cash equivalents, end of year | $ 1,756 | $ 23,137 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | Supplemental disclosures of cash flow information and non-cash transactions: In connection with our acquisition of Prism, the Company paid cash, assumed liabilities and issued common stock as follows: Cash paid for acquisition $ 16,500 Contingent consideration 32,411 Issuance of common stock 9,380 Value of net assets acquired $ 58,291 Liabilities assumed $ 3,611 The Company paid no interest or taxes for the years ended December 31, 2015 and 2014. |
Note 1 - Business of Prism Tech
Note 1 - Business of Prism Technologies Group, Inc. | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Business of Prism Technologies Group, Inc. Prism Technologies Group, Inc. was originally incorporated in California in February 1995 and re-incorporated in Delaware in October 1996. The mailing address of our headquarters is 101 Parkshore Drive, Suite 100, Folsom, CA 95630, and the telephone number at that location is (916) 932-2860. Our principal website is www.przmgroup.com. From our inception through December 21, 2011, we operated an online insurance marketplace that electronically matched consumers and providers of automobile, property, health, term life and small business insurance. We discontinued this business in connection with the sale of substantially all of our assets (the “Disposition”) to Bankrate, Inc. in a transaction that closed on December 21, 2011 (“Disposition Date”). On the Disposition Date and in connection with the Disposition, we changed our name from InsWeb Corporation (“InsWeb”) to Internet Patents Corporation. Since the Disposition Date, our business has consisted of licensing and enforcing a portfolio of patents relating to technology that we developed or acquired. On the Closing Date, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 12, 2014 (the “Merger Agreement”), we completed our acquisition of Prism Technologies, LLC (“Prism”), with Prism becoming our wholly-owned subsidiary (the “Merger”). Prism is a Nebraska limited liability company headquartered in Omaha, Nebraska. Prism has two primary operating subsidiaries: Secure Axcess, LLC, a Texas limited liability company, and Millenium Biologix, LLC, a Nebraska limited liability company. Prism also operates a patent licensing and enforcement business. Prism and its subsidiaries own a portfolio of patents with over 50 issued patents and patent applications in the areas of computer and network security, semiconductors and medical technology. In September 2015, we changed our name to Prism Technologies Group, Inc. to better reflect the operations of the combined companies. In the Merger, Prism’s former members received an aggregate of $16.5 million in cash and 3.5 million shares of our common stock. Subject to certain conditions, we also agreed to share future revenue related to Prism’s patents with Prism’s former members up to a maximum amount of approximately $49.5 million. Our board of directors and officers and Prism’s officers did not change following the Merger, except that Gregory J. Duman, a manager, executive officer and former member of Prism, was appointed to our board of directors. Our future revenues, if any, are expected to consist of royalties from licensing our patents and damages for past infringement to our patents. In addition to general and administrative expenses, we expect to incur expenses associated with patent infringement litigation, including contingency fees arrangements with our attorneys and revenue sharing payments to third parties, both of which are typically based on a negotiated percentage of the gross settlement amount or award of money damages. The accompanying financial statements have been prepared under the assumption that the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. As of December 31, 2015, our cash and cash equivalents totaled $1.8 million and our short-term investments totaled $1.5 million. In addition to the expenses associated with the patent licensing business, such as salaries and overhead, we have notes payable of $2.8 million, which are due in 2016. Moreover, we cannot estimate when we will receive revenues from our operations due to the uncertainty associated with patent litigation. Unless we are able to restructure our long term liabilities, substantially reduce our operating expenses, or receive revenues, we anticipate that our cash will be insufficient to fund our operations past the second quarter of 2016. Accordingly, we have initiated discussions with various firms about potential financing alternatives, including a non-recourse financing alternative based on the outcome of specific patent infringement activities. But there can be no assurance that these discussions will be successful. If additional funds were raised through the issuance of equity securities, the percentage ownership of the Company’s then-current stockholders would be reduced. In addition, issuance of a significant number of new shares of our common stock could result in an ownership change under Section 382 of the Code, resulting in a substantial reduction in the usability of NOLs. If we are unable to raise capital on acceptable terms, we may need to cease operations and, as a result, investors could lose their investment. Reclassifications Certain reclassifications, which have no effect on previously reported net loss, have been made to the 2014 condensed consolidated statements of operations to conform to the Company’s 2015 financial statement presentation. |
Note 2- Summary of Significant
Note 2- Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of presentation The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, Goldrush Insurance Services, Inc. and Prism. All significant inter-company accounts and transactions have been eliminated in the Consolidated Financial Statements. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. Use of estimates The preparation of financial statements in conformity with generally accepted in the United States 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 period. Actual results could differ from those estimates. Cash, cash equivalents and short-term investments The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Investments with maturities greater than three months at the date of purchase, but less than one year, are classified as short-term investments. Cash, cash equivalents and short-term investments are stated at cost, which approximates fair value, given the relatively short duration of the underlying securities. Revenue recognition In general, patent licensing arrangements are expected to provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. Complex revenue arrangements may require significant judgments, assumptions and estimates about when substantial delivery of contract elements will occur, whether any significant ongoing obligations exist subsequent to contract execution, whether collectability is reasonably assured and determination of the appropriate period in which the completion of the earning process occurs. The Company recognizes revenue when (i) persuasive evidence of a contractual arrangement between the Company and the licensee exists, which create legally enforceable rights and obligations, (ii) the license agreement is delivered to the licensee, based upon the point at which control of the license transfers to the licensee, (iii) the price to the licensee is fixed or determinable and represents the amount of consideration to which the Company expects to be entitled to in exchange for transferring the license agreement to a licensee, and (iv) the collectability of consideration to which the Company is entitled to is reasonably assured. Business Combination Accounting We account for acquisitions in accordance with ASC 805 “Business Combinations.” we measured the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability. While we use our best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company will record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Prism’s operations are included in the Company’s Consolidated Financial Statements as of the Closing Date. Acquisition related costs associated with a business combination are expensed as incurred. Intangible Assets The fair value amount assigned to each acquired patent asset is being amortized on a straight-line basis, depending on the patent, over a period ranging from 1.5 to 4.5 years, depending on the patent. The amortization period of the entire acquired patent portfolio is a weighted average of 3.7 years and was determined using the estimated life of each patent, which is represented by the period over which 100% of the expected discounted cash flows are received, and then using a weighted average approach based on the value of the patent and the estimated life. The amortization period of the covenants not to compete with Prism’s officers is three years; the expected term of the agreements. The Company evaluates the recoverability of its long-lived assets, including intangible assets subject to amortization in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Property, Plant and Equipment Goodwill Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. Goodwill, deemed to have an indefinite life is subject to periodic impairment testing as described below. Goodwill is tested for impairment on a periodic basis, and at least annually in the fourth quarter of the year. In the first step of testing for goodwill and intangible assets impairment, we will estimate the fair value of the net assets associated with the goodwill. If the fair value of these net assets is greater than the carrying value of the net assets, including goodwill, then there will be no impairment. If the fair value is less than the carrying value, then we would perform a second step and determine the fair value of the goodwill. In this second step, the fair value of goodwill is determined by deducting the fair value of the identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill is less than its carrying value for a reporting unit, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Operations. In addition, the Company would evaluate goodwill for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events or circumstances include the following: ● a significant adverse change in legal factors or in the business climate; ● a more likely than not expectation that a segment or a significant portion thereof will be sold; or ● the testing for recoverability of a significant asset group within the segment. Concentration of risk—credit Financial instruments that potentially subject the Company to concentrations of credit risk, as defined by ASC 825, “ Financial Instruments The Company’s cash equivalents and investments consist of diversified investment grade securities. Our investment policy limits the amount of credit exposure to investments in any one issue, and we believe no significant concentration of credit risk exists with respect to these investments. During the years ended December 31, 2015 and 2014, we had no customers or accounts receivable. Share-Based Payments The Company accounts for share-based compensation in accordance with ASC 718 “Compensation – Stock Compensation.” The Company recognizes compensation costs for stock-based payments to employees and our board of directors, based on their grant-date fair value on a straight-line approach over the service period for which such awards are expected to vest. The fair value of stock options granted pursuant to our 1997 Stock Option Plan and our 2008 Stock Option Plan respectively, is determined using the BSM option-pricing model. The determination of fair value is affected by our stock price, as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the expected term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The key assumptions for the BSM option-pricing model calculation are: Expected term. Expected volatility. Risk-free interest rate. Expected dividend. Estimated forfeitures. Employee stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time. Changes to our underlying stock price, our assumptions used in the BSM option-pricing model calculation and our forfeiture rate, as well as future equity granted or assumed through acquisitions could significantly impact the compensation expense we recognize. Income taxes Under the asset and liability method prescribed under ASC 740, “Income Taxes,” For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. At December 31, 2015 and December 31, 2014, we had unrecognized tax benefits of approximately $0.3 million and $0.3 million, respectively ($0.1 million of which, if recognized, would affect our effective tax rate). We do not believe there will be any material changes in our unrecognized tax positions over the next twelve months. The carrying value of our deferred tax assets, which was approximately $56.4 million at December 31, 2015, is dependent upon its ability to generate sufficient future taxable income. We have established a full valuation allowance against its net deferred tax assets to reflect the uncertainty of realizing the deferred tax benefits, given historical losses. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. This assessment requires a review and consideration of all available positive and negative evidence, including its past and future performance, the market environment in which we operate, the utilization of tax attributes in the past, and the length of carryforward periods and evaluation of potential tax planning strategies. We expect to continue to maintain a full valuation allowance until an appropriate level of profitability is sustained or is able to develop tax strategies that would enable us to conclude that it is more likely than not that a portion of its deferred tax assets would be realizable. Net income per share Basic and diluted net income per share is computed using the weighted-average number of shares of common stock outstanding. Diluted earnings per share is a measure of the potential dilution that would occur if stock options had been exercised. The following table reconciles the denominator used to calculate basic and diluted net loss per share of common stock: Year Ended December 31, (In thousands) 201 5 201 4 Numerator for basic and diluted net loss per share: Net loss available to common stockholders: $ (21,643 ) $ (2,647 ) Denominator for net loss per share: Basic and diluted—weighted average shares of common stock outstanding 9,268 7,655 Potentially dilutive securities are not included in the diluted net income calculation, because we had a net loss from operations, net of tax. There were no antidilutive securities to be included in the calculation above as of December 31, 2015 and December 31, 2014. Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our condensed Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern” (Subtopic 205-40) which amends the current guidance in ASC Topic 205 by adding Subtopic 40. Subtopic 40 requires management to evaluate whether there are conditions or events that in aggregate would raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or available to be issued. If substantial doubt existed, management would be required to make certain disclosures related to nature of the substantial doubt and under certain circumstances, how that substantial doubt would be mitigated. This amendment is effective for annual periods ending after December 15, 2017 and for subsequent interim and annual periods thereafter. Early adoption is permitted. We are evaluating the effects, if any, adoption of this guidance will have on our Consolidated Financial Statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016. We are evaluating the effects, if any, that the adoption of this guidance will have on our Consolidated Financial Statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which amends the current requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are currently evaluating ASU 2015-17 to determine the potential impact to its Consolidated Financial Statements and related disclosures. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, ASU 2016-01 (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. For public business entities, the ASU 2016-01is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating ASU 2016-01 to determine the potential impact to its Consolidated financial statements and related disclosures. In June 2014, the FASB issued guidance that applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. It requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and follows existing accounting guidance for the treatment of performance conditions. The standard will be effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. We are evaluating the effects, if any, that the adoption of this guidance will have on our Consolidated Financial Statements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases: Amendments to the FASB Accounting Standards Codifications |
Note 3 - Acquisition and Purcha
Note 3 - Acquisition and Purchase Accounting | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Acquisition and Purchase Accounting On March 26, 2015, (“the Closing Date”), the Company completed its acquisition of Prism pursuant to the terms of the Merger Agreement. Prism is a wholly-owned subsidiary of the Company. Prism operates a patent licensing and enforcement business that complemented the Company’s business. Prism was acquired for a purchase price of $58.3 million paid in a combination of cash, stock and potential contingent earn-out payments as discussed further below. We account for acquisitions in accordance with ASC 805 “Business Combinations.” The maximum purchase price, exclusive of the discounting or probability reductions associated with the contingent consideration, is $75.4 million as of the Closing Date. The $75.4 million maximum purchase price is comprised of: (a) $16.5 million in cash ($1.3 million paid at Closing and $15.2 million paid in April, 2015); (b) $9.4 million associated with the issuance of 3.5 million shares of our common stock at Closing; and (c) a total of up to $49.5 million in cash in future contingent consideration. Contingent Consideration The contingent consideration payable to Prism’s former members consists of a share of future revenues related to lawsuits filed by Prism prior to the Closing Date (“Open Suits”). Under the terms of the Merger Agreement, we will retain the first $16.5 million in litigation or settlement proceeds received from Open Suits after closing (the “Sharing Threshold”), less The estimated fair values of the Prism purchase price are comprised of the following (in thousands): Consideration paid on the Closing Date: Cash payment (portion of $16.5 million cash consideration) $ 1,343 Common stock 9,380 Consideration paid after the Closing Date: Payable to Prism’s former members (remaining portion of $16.5 million cash consideration paid in April, 2015) 15,157 Contingent consideration expected to be paid 49,500 Discount on contingent consideration (17,089 ) $ 58,291 A portion of the consideration at closing was the issuance of 3,500,000 new shares of our common stock. The closing price-per-share of our common stock on the acquisition date was $2.68. The fair value of contingent consideration to be paid as of the date of acquisition is calculated based upon the time value of money and the probability assessment in achieving patent proceeds from Open Suits. Purchase Price Allocation The Company recognized $0.1 million in goodwill, representing the excess purchase consideration over acquired tangible and intangible assets and liabilities assumed. The goodwill relates to expected synergies and the assembled workforce of Prism. The acquired intangible assets included a patent portfolio valued, for purchase price allocation purposes, at $59.0 million with a weighted average useful life of 3.7 years and $2.5 million of non-compete agreements with a weighted average useful life of three years. Management determined the fair value of intangible assets based on a number of factors, including a third-party valuation, utilizing the income approach in conjunction with discussions with Prism’s management and certain forecasts prepared by Prism. The rate utilized to discount net cash flows to their present values was approximately 32% for the non-compete agreements and a range of 34-35% for the patent portfolio. The discount rates were determined using a weighted-average cost of capital which incorporated a number of factors which included the risk-free rate, the market premium, a company size premium and a company-specific premium for the non-compete agreements. In addition, for the patent portfolio, there was an additional premium applied. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date. (in thousands) Acquired assets Cash and cash equivalents $ 369 Intangible assets, net 58,961 Covenant not to compete 2,457 Other assets 61 Goodwill 54 Total assets acquired 61,902 Assumed liabilities: Notes payable (3,570 ) Accounts payable and other liabilities (41 ) Total liabilities assumed (3,611 ) Total purchase price $ 58,291 Based upon refinements to our accounting estimates, the total purchase price, net of liabilities assumed, was reduced from $60.2 million at March 31, 2015 to $58.3 million at June 30, 2015. The refinements consisted of a decrease in goodwill from $5.1 million to $0.1 million, offset by an increase in intangible assets from $58.3 million to $61.0 million. For the goodwill reduction as of June 30, 2015, the decrease in goodwill resulted from a revision to the revenue base used to calculate the contributory asset charges from a specific year to a range of years, pre and post-merger. In addition, the discount rates for the non-compete agreements and intangible assets were revised. The discount rate for the non-compete agreements increased from 27% to 32% to reflect the three-year term of these agreements. The discount rate for the intangible assets decreased from 37% to a range of 34-35% as a result of evaluating the projected cash flows from individual patents rather than the entire portfolio. The refinements were made based on information available as of the transaction date. The fair value of the notes payable was determined, using an annual discount rate of 12.0% to discount the notes payable’s payment stream based on management’s assumptions about the risk associated with satisfying the payment obligations, including the fact that certain patents serve as security for the notes. The Company incurred approximately $0 and $219,000 in acquisition-related expenses for the three months and year ended December 31, 2015, respectively. For the year ended December 31, 2015, $107,000 was related to legal expenses, $83,000 in accounting and valuation expenses and $29,000 in special stockholder meeting expenses. For the three months and year ended December 31, 2014 acquisition related expenses of $718,000 and $983,000 respectively, were recognized for legal expenses, valuation and accounting services. These costs are included in the consolidated statement of operations in general and administrative operating expenses for the three months and year ended December 31, 2014 and 2015. Acquiree’s YTD Revenue and Net Loss (in thousands) Year ended Total revenues $ 700 Net income (loss) $ (1,779 ) Pro forma Results of Operations (in thousands, except for per share amounts) The pro forma results of operations provided below for the three months and year ended December 31, 2015 and 2014 are presented as though the acquisition had occurred at the beginning of the period presented. The pro forma information presented below does not purport to indicate what the Company's results of operations would have been if the acquisition had in fact occurred at the beginning of the earliest period presented nor does it intend to be a projection of the impact on future results or trends. Three months ended Year ended 2015 2014 2015 2014 Total revenues $ - $ 28,200 $ 700 $ 28,806 Operating income (loss) $ (5,529 ) $ 2,213 $ (22,563 ) $ (13,260 ) Net income (loss) $ (5,763 ) $ 1,905 $ (23,759 ) $ (14,459 ) Diluted income (loss) per share $ (0.57 ) $ 0.18 $ (2.36 ) $ (1.30 ) |
Note 4 - Share-based Payments
Note 4 - Share-based Payments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. Share-Based Payments In July 1997, our board of directors adopted the 1997 Stock Option Plan (the “1997 Stock Option Plan”) and the Senior Executive Option Plan (the “Executive Plan”). Under the 1997 Stock Option Plan, our board of directors could issue incentive stock options to employees of the Company and its subsidiaries and nonqualified stock options to employees, officers, directors, independent contractors and consultants of the Company and its subsidiaries. Under the Executive Plan, our board of directors could issue nonqualified stock options to employees, officers and directors of the Company and its subsidiaries. Both of these plans terminated in July 2007. F- 16 4 . Share-Based Payments (continued) In November 1998, our board of directors adopted the 1999 Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan permits eligible employees to purchase our common stock through payroll deductions, which may not exceed 15% of the employee’s base salary. In May 2003, the 1997 Stock Option Plan was amended, with stockholder approval, to provide that each director would receive a fully-vested option to purchase 5,000 shares of common stock on July 1st (or the first business day thereafter) of each year in which the director remains in office. The 1997 Stock Option Plan provided for an automatic annual increase in the share reserve, to be effective on the first day of each fiscal year, by a number of shares equal to 5% of the number of common shares outstanding as of the last day of the preceding fiscal year. With the expiration of the 1997 Stock Option Plan and the Executive Plan in July 2007, the Company’s board of directors authorized and stockholders approved the 2008 Stock Option Plan in February 2008 (the “2008 Stock Option Plan”). 1,500,000 shares of common stock were authorized for issuance under this plan. Options to purchase an aggregate of 500,000 shares have been granted under the 2008 Stock Option Plan with a contractual term ranging from two to five years. On July 1, 2015 and 2014, pursuant to the 2008 Stock Option Plan, fully vested options to purchase 5,000 shares of common stock were granted to each of the three non-employee directors with an exercise price of $3.06 and $3.15 respectively. On June 11, 2015, pursuant to the 2008 Stock Option Plan, the Company granted 72,500 performance based stock options, 72,500 service based stock options and 70,000 stock options which vested immediately, to members of the Company’s management. The service based stock options vest 33% after one year and ratably over the next two years. The performance based stock options vest annually, if financial targets are met. On June 11, 2015, the Company granted 72,500 performance based stock options, 72,500 service based stock options and 70,000 stock options which vested immediately, to members of management. The service based stock options vest 33% after one year and ratably over the next two years. The performance based stock options vest annually, if financial targets are met. As of December 31, 2015, there was $173,000 in unrecognized compensation cost for all stock options outstanding under the Company’s stock option plans. A portion of the unrecognized compensation cost relates to options to purchase 500,000 shares of common stock granted to five executive officers of Prism under employment agreements executed in connection with the Merger. The exercise price of all of the options granted to the executive officers of Prism is $2.68. One-half of the options granted to each such executive officer is serviced based and vest as follows: (i) 33.33% will vest upon the first anniversary of the first date of employment, and (ii) 1/24 of the remaining 66.67% will vest at the end of each of the 24 months following such anniversary, so long as the individual remains employed pursuant to the terms of his or her employment agreement. The remaining one-half of the options granted to the executive officers of Prism are performance based and vest as follows: (i) 33.33% will vest upon the first anniversary of the first date of employment based on achievements measured against financial targets for such period; (ii) 33.33% will vest upon the second anniversary of the first date of employment based on achievements measured against financial targets for the second year of employment; and (iii) 33.34% will vest upon the third anniversary of the first date of employment based on achievements measured against financial targets for the third year of employment. The employee must remain employed for the service based and performance based options to vest; however, all unvested options will immediately vest upon: (A) termination of such person’s employment without good cause; or (B) the occurrence of a change of control as defined in such person’s employment agreement. For the performance based options noted above, in accordance with ASC 718 “ Compensation – Stock Compensation, The Company has reserved common shares for issuance in conjunction with the issuance of options underlying the Company’s stock option plans. F- 17 4 . Share-Based Payments (continued) Options outstanding and exercisable at December 31, 2015 are as follows: Options Outstanding Options Currently Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Number Outstanding Weighted Average Exercise Price (in thousands, except contractual life and exercise price amounts) $2.68 - $2.68 500 4.23 46 $ 2.68 $2.76 - $2.76 215 4.44 84 2.76 $3.06 - $7.22 50 3.20 50 3.65 765 4.22 180 $ 2.99 Share-based compensation expense resulting from stock options for the years ended December 31, 2015 and 2014 were included in income in the amount of $147,000 and $21,000, respectively. The fair value of share-based awards granted pursuant to the Company’s stock option plans was estimated using the BSM option-pricing model with the following weighted average assumptions for the years ended December 31, 2015 and 2014: Year Ended December 31 201 5 201 4 Expected term (in years) 3.0 3.0 Expected volatility 0.37 0.68 Risk-free interest rate 1.00 % 0.90 % Expected dividend — — Weighted-average fair value at grant date $ 0.71 $ 1.42 The following table summarizes the Company’s stock option activity for the year ended December 31, 2015 : (in thousands, except exercise price amounts and contractual term) Options Available for Grant Options Outstanding Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Balances, December 31, 2014 1,110 118 $5.89 Additional shares reserved 131 — — Granted (730 ) 730 $2.71 Canceled/forfeited 83 (83 ) $6.62 Balances, December 31, 2015 594 765 4.23 $2.77 Vested and expected to vest 711 4.23 $2.77 Exercisable as of December 31, 2015 174 4.04 $3.00 F- 18 4. Share-Based Payments (continued) As of December 31, 2015, there were 585,000 unvested options. There were no unvested options at December 31, 2014. There was no aggregate intrinsic value of options outstanding and exercisable at December 31, 2015 and 2014. Aggregate intrinsic value represents the total intrinsic value (the aggregate difference between the closing stock price of our common stock of $1.02 and $2.78 on December 31, 2015 and 2014, respectively and the exercise price for in-the-money options) that would have been received by the option holders if all options had been exercised on December 31, 2015 and 2014, respectively. There were no options exercised for the years ended December 31, 2015 and 2014. The weighted-average remaining contractual terms of options outstanding and exercisable at December 31, 2015 and 2014 were 4.04 and 1.82 years, respectively. No options were exercised and no cash was received from stock option exercises and purchases under the Purchase Plan for December 31, 2015 and 2014. |
Note 5 - Fair Value Measurement
Note 5 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 5. Fair Value Measurements The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 (in thousands): December 31, 201 5 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 1,613 $ 1,613 $ — $ — Short-term investments 1,494 1,494 — — Restricted cash equivalents 600 600 Total assets at fair value $ 3,707 $ 3,707 $ — $ — The following table presents the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 (in thousands): December 31, 201 4 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 22,600 $ 22,600 $ — $ — Short-term investments 1,494 1,494 — — Restricted cash equivalents 800 800 Total assets at fair value $ 24,894 $ 24,894 $ — $ — Cash equivalents, short-term investments and restricted cash equivalents include certificates of deposit, money market deposit accounts and money funds. The carrying value of these cash equivalents, short-term investments and restricted cash equivalents approximate fair value. For these securities, we use quoted prices in active markets for identical assets to determine their fair value and are considered to be Level 1 instruments. |
Note 6 - Consolidated Financial
Note 6 - Consolidated Financial Statement Details | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Additional Financial Information Disclosure [Text Block] | 6. Consolidated Financial Statement Details Cash, cash equivalents and short-term investments Cash and cash equivalents consist of the following (in thousands): December 31, 201 5 201 4 Cash $ 143 $ 537 Money market deposit accounts 1,556 22,549 Money market funds 57 51 $ 1,756 $ 23,137 The Company accounts for its short-term investments under ASC 320, “Investments - Debt and Equity Securities.” At December 31, 2015, the contractual maturities of our investment portfolio are less than one year. The gains and losses from the sale of available-for-sale securities have not been significant to date. Restricted cash equivalents As of December 31, 2015 and December 31, 2014, restricted cash equivalents consisted of $0.6 million and $0.8 million each, respectively. A portion of the cash equivalents is used as collateral for a letter of credit of the same amount, which secures our remaining rent obligations under the office space lease for our former corporate headquarters. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 201 5 201 4 Prepaid legal $ 452 $ 109 Prepaid insurance 144 30 Prepaid rent 37 1 Other 6 3 $ 639 $ 143 Property and equipment Property and equipment, net, consists of the following (in thousands): December 31, 201 5 201 4 Computer and office equipment $ 35 $ 35 Furniture and fixtures 360 360 Leasehold improvements 23 23 Software 23 23 441 441 Less accumulated depreciation (441 ) (441 ) $ — $ — Depreciation expense was $0 and $1,000 for the years ended December 31, 2015 and 2014, respectively. Other Assets Prism owns several life insurance policies (also referred to as “life settlement contracts”). These life settlement contracts were part of the assets we acquired in the Merger. A life settlement contract is the payment of cash to an insured in return for an assignment of ownership or beneficial interest in, and the right to receive the value of, a life insurance policy upon the death of the insured. As the beneficial owner of the policies, we are required to pay the premiums to prevent a lapse. In 2015, the Company and Prism paid $51,000 in premiums on these life settlement contracts and anticipates paying $51,000 for each of the five succeeding fiscal years to keep the life settlement contracts in force. Life settlement contracts are preliminarily recorded at cash surrender value, with premium payments expensed as incurred. The policies are not subject to amortization; however, we analyze the carrying value for the impairment annually. Based upon our analysis, no impairment was noted for the three months and year ended December 31, 2015. Life settlement contracts consist of the following at December 31, 2015 (in thousands): December 31, 2015 Number of individual life insurance policies held 6 Aggregate face/maturity value of all policies $ 2,200 Cash surrender value of all policies $ 58 Intangible Assets Intangible assets, net, include the following amounts (in thousands): December 31, Goodwill $ 54 Patent portfolio 35,819 Covenant not to compete 1,752 37,625 Accumulated amortization patent portfolio (12,249 ) Accumulated amortization covenant not to compete (628 ) Total goodwill and other intangible assets $ 24,748 Goodwill, the excess of the purchase price paid to former members of Prism over the fair market value of the net assets acquired, in the amount of $0.5 million was recorded as of the Closing Date. We did not have goodwill prior to the acquisition of Prism. Acquisition-related intangible assets are amortized using the straight-line method over their estimated economic lives from 3 to 4.5 years. As of December 31, 2015, the weighted-average remaining useful life for acquisition-related intangible assets was approximately 2.87 years . As of December 31, 2015 , future amortization of acquisition-related intangibles that will be recorded in the Consolidated Statement of Operations is estimated as follows (in thousands): Year Ended December 31, 2016 $ 8,729 2017 8,729 2018 6,421 2019 815 2020 — Thereafter — Total $ 24,694 Accrued expenses Accrued expenses consist of the following (in thousands): December 31, 201 5 201 4 Accrued lease obligations (see Note 8) $ 194 $ 194 Other — — $ 194 $ 194 During the year ended December 31, 2013, we discontinued using our corporate headquarters facility in Rancho Cordova, California and subleased the entire premises to an unrelated business for the remainder of our lease term. In evaluating our continuing lease obligations for this facility, we must make assumptions regarding the estimated future sublease income relative to this facility. These estimates and assumptions are affected by area-specific conditions such as new commercial development, market occupancy rates and future market prices. As a result of the current conditions in the real estate market where our property is located and the inherent risks associated with our sub-lessee, we recorded a charge of $606,000 in the year ended December 31, 2013, representing the difference between our lease obligations and broker fees associated with this facility and the sub-lease income we expect to receive through February 2017, the expiration of our leasehold interest. Also included in the charge is an impaired asset for leasehold improvements of $14,000. The charge was offset by the unamortized portion of deferred rent, as rent expense was recognized on a straight-line base over the life of the lease. We recorded this charge in the statement of operations in general and administrative expenses. If this estimate or the related assumptions change in the future, we may be required to record a charge to increase our existing accrual. Notes payable As part of the Merger, we assumed $3.6 million in two discounted non-interest bearing notes payable, due in four semi-annual installments of $1,000,000 from June 2015 to December 2016. The notes include imputed interest of 12.0% recognized as interest expense, based on management’s assumptions about the risk associated with satisfying the payment obligations, including the fact that certain patents serve as security for the notes. The aggregate maturities of the notes payable as of December 31, 2015 are as follows (in thousands): Year Ending December 31, 2016the Company $ 3,000 Less imputed interest (162 ) Fair Value $ 2,838 The installment payment due on December 31, 2015 was deferred to June 30, 2016 with the consent of the note holder. Stockholders’ Equity—Negotiated Common Stock Repurchases with Related Parties and Others On November 21, 2014 and November 25, 2014, the Company entered into stock purchase agreements with two significant Company stockholders, an affiliate of the significant stockholders and a stockholder and certain of his affiliates, pursuant to which we agreed to repurchase an aggregate of 1,178,264 shares of our common stock at a price of $3.00 per share, for a total purchase price of $3,534,792. The purchase of such shares was completed on December 1, 2014.The $3.00 per share price was consistent with the stock price for the two-week period prior to the announcement of the Merger. On December 8, 2014, one of the Company’s directors purchased 110,000 shares of our common stock from a significant Company stockholder at a price of $3.00 per share, for a total purchase price of $330,000. |
Note 7 - Impairment of Long-liv
Note 7 - Impairment of Long-lived Assets | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Asset Impairment Charges [Text Block] | 7. Impairment of long-lived assets On the Closing Date, the Company completed its acquisition of Prism pursuant to the terms of the Merger Agreement. Prism was acquired for a purchase price of $58.3 million paid in a combination of cash, stock and potential contingent earn-out payments as discussed further below. The maximum purchase price, exclusive of the discounting or probability reductions associated with the contingent consideration, is $75.4 million as of the Closing Date. The $75.4 million maximum purchase price is comprised of: (a) $16.5 million in cash ($1.3 million paid at Closing and $15.2 million paid in April, 2015); (b) $9.4 million associated with the issuance of 3.5 million shares of our common stock at Closing; and (c) a total of up to $49.5 million in cash in future contingent consideration. As a result of adverse litigation events in the fourth quarter of 2015, the Company reassessed the recoverability of the asset recorded in connection with this transaction by comparing the estimated future undiscounted cash flows expected to be generated relating to this asset to its carrying amount. Based on this evaluation, the Company determined that the acquired asset was impaired, as the carrying value of the asset was in excess of fair value, and therefore recorded impairment charges of $23.8 million in 2015. As a result of the recorded impairment charges, the carrying value of the covenant not to compete and the patent portfolio were decreased by $0.7 million and $22.7 million, respectively. The fair value of the acquired asset was based on estimated future cash flows to be generated from the patent portfolio to be received from Prism by the Company, discounted using a rate commensurate with the risk involved. Also, as a result of the lower than forecasted revenues, the Company reassessed the contingent consideration liability in connection with this transaction by comparing the estimated future undiscounted cash flows expected to be generated relating to this liability to its carrying amount on the balance sheet as of December 31 2015. As a result of the lower than forecasted undiscounted cash flows, $19.9 million was included in Other Income, Net in the Condensed Consolidated Statements of Income. This represented the difference between the contingent consideration as of the acquisition date and accrued imputed interest compared to the contingent consideration expected to be paid, based upon the estimated future undiscounted cash flows expected to be generated. We also reassessed the contingent consideration liability in connection with this transaction by comparing the estimated future undiscounted cash flows expected to be generated relating to this liability to its carrying amount. As a result of the lower than forecasted revenues, the fair value of the contingent consideration liabilities were adjusted based upon the revised cash flows on the balance sheet as of December 31, 2015 by $19.9 million. |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 8. Commitments and Contingencies Leases We have a non-cancelable 24 month lease through May 15, 2017 for approximately 1,300 square feet of office space in Folsom, California, which is currently our corporate headquarters. We also have a non-cancelable sixty month lease for approximately 2,500 square feet of combined office space in Omaha, Nebraska. We have a non-cancelable five-year full-service lease through February 14, 2017 for approximately 16,000 square feet of office space in Rancho Cordova, California, that housed our headquarters until May 2013. The lease includes negotiated annual increases in the monthly rental payments. On April 16, 2013, we subleased this space for the remainder of our term. The monthly sublease rent is less than our rent obligation to the landlord. As of December 31, 2015, we expect to receive $159,000 from the sub-lessee for the remainder of our lease. Until expiration of the lease in September 2014, we also leased approximately 10,000 square feet of office space in San Francisco, California. This facility was fully subleased to two tenants. Future minimum lease commitments as of December 31, 2015 are summarized as follows (in thousands): Years ending December 31, Future minimum lease commitments 2016 $ 434 2017 105 $ 539 Rent expense, net of sub-lease income and amortization of accrued lease obligations, for the years ended December 31, 2015 and 2014 was $88,000 and $12,000, respectively. Future minimum sub-lease payments expected to be received as of December 31, 2015 are summarized as follows (in thousands): Years ending December 31, Future minimum sub- lease payments 2016 $ 136 2017 23 $ 159 Litigation In the ordinary course of business, we are the subject of, or party to, various pending or threatened legal actions, including various counterclaims in connection with our patent enforcement activities. We believe that any liability arising from these actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. In connection with any of our patent enforcement actions, it is possible that a defendant may request and/or a court may rule that we have violated statutory authority, regulatory authority, federal rules, local court rules or governing standards relating to the substantive or procedural aspects of such enforcement actions. In such event, a court may issue monetary sanctions against us or our operating subsidiaries or award attorneys’ fees and/or expenses to defendant(s) in the action, which could be material and, if required to be paid by us or our operating subsidiaries, could materially harm our operating results and our financial position. On March 19, 2015, Maxim Group LLC (“Maxim”) sent Prism a letter demanding payment of a fee under an Advisory Agreement dated September 19, 2013 (the “Advisory Agreement”). Prism rejected the demand and on April 10, 2015, Maxim filed a Statement of Claim with the Financial Industry Regulatory Authority (“FINRA”) to initiate arbitration of the dispute. In the Statement of Claim, Maxim alleges that Prism is liable for payment to Maxim of a percentage of the Merger consideration as an advisory fee under the Advisory Agreement. Prism has answered the Statement of Claim and contested FINRA’s jurisdiction. However, Prism also filed a declaratory judgment action in Nebraska state district court seeking a declaration that the Advisory Agreement is void, no advisory fee is owed and staying the FINRA arbitration proceeding. In the Nebraska state district court action Prism argues that: (i) Maxim did not introduce Prism to the Company and Prism did not seek Maxim’s assistance with the Merger; (ii) Maxim was not registered as an investment advisor and cannot charge an advisory fee; and (iii) the advisory fee demanded by Maxim is grossly excessive under applicable law. On August 8, 2015, the Nebraska state district court denied our motion to stay, and an appeal has been made to the Nebraska Court of Appeals. While the appeal was pending, on April 6, 2016 the FINRA arbitration panel awarded Maxim $357,000, plus 9% interest from the date of the closing of the Merger. Prism has 30 days to decide whether to petition a federal court to vacate the award. Although the arbitration award to Maxim would be paid by the Company, it relates to a pre-Merger dispute and would reduce the maximum earnout payable to Prism’s former security holders. The Company recognized $382,000 in operating expenses for the year ended December 31, 2015, which includes both the award and accrued interest from the date of closing until December 31, 2015. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9. Income Taxes The components of the deferred tax assets and liabilities are presented below (in thousands): December 31, 201 5 201 4 Net operating loss carryforwards $ 48,261 $ 46,872 Tax credit carry forwards 981 981 Accruals and allowances 507 205 Depreciation and amortization 6,593 332 Other 20 34 Total deferred tax asset 56,362 48,424 Less valuation allowance (56,362 ) (48,424 ) Net deferred tax asset $ — $ — Due to uncertainty surrounding the realization of the favorable tax attributes in future tax returns, we recorded a valuation allowance against its deferred tax asset. The valuation allowance recorded for the year ended December 31, 2015 increased by $7,938,000 and for the year ended December 31, 2014 increased by $1,032,000. For tax return purposes, we had net operating loss carryforwards at December 31, 2015 of approximately $149.8 million and $24.2 million for federal income tax and state income tax purposes, respectively. Federal net operating loss carryforwards begin expiring in 2019. State net operating loss carryforwards began expiring in 2015. We also had federal research and development credits of approximately $0.7 million which will begin expiring in 2018, and a federal alternative minimum tax credit of approximately $0.5 million, which does not expire. We did not recognize any income tax expense or benefit for the years ended December 31, 2015 and 2014, due to the Company incurring losses in these years. The effective tax rate for income taxes is different than the amount computed using the applicable statutory federal income tax rate with the difference for each year summarized below: December 31, 201 5 201 4 Federal tax at statutory rate 34.0 % 34.0 % State taxes 5.8 % 5.8 % Other (2.9 )% (0.7 )% Adjustment due to change in valuation allowance (36.9 )% (39.1 )% (0.0 )% (0.0 )% In 2015 and 2014, the federal statutory rate is 34% as this is the rate at which the Company expects to realize its deferred tax assets in the future. Under the asset and liability method prescribed under ASC 740, “Income Taxes For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. At December 31, 2015 and December 31, 2014, we had unrecognized tax benefits of approximately $0.3 million and $0.3 million, respectively, ($0.1 million of which, if recognized, would affect our effective tax rate). We do not believe there will be any material changes in its unrecognized tax positions over the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 201 5 201 4 Balance at January 1 $ 300 $ 300 Increase (decrease) related to prior year tax positions — — Increase (decrease) related to current year tax positions — — Settlements — — Reductions due to lapse of applicable statute of limitations — — Balance at December 31 $ 300 $ 300 Interest and penalty costs related to unrecognized tax benefits, if any, are classified as a component of income tax expense. We did not recognize any interest and penalty expense related to unrecognized tax benefits for the years ended December 31, 2015 and 2014, due to immateriality. The Company’s files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are subject to U.S. federal and state examination for tax years 1999 through 2014, due to unutilized net operating losses and research credits. On July 11, 2013 the Company was informed by the Department of the Treasury that the 2011 tax year would be subject to examination. On April 10, 2014, the Internal Revenue Service notified the Company that its audit of the Company’s returns for tax year 2011 had been completed. The IRS made no changes to the Company’s reported income taxes. |
Note 10 - Other Income
Note 10 - Other Income | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Interest and Other Income [Text Block] | 10. Other Income The Company recognized other income in 2015 and 2014 in the amount of $19.9 million and $30,000, respectively. As a result of adverse litigation events in the fourth quarter of 2015, the Company reassessed the contingent consideration liability in connection with this transaction by comparing the estimated future undiscounted cash flows expected to be generated relating to this liability to its carrying amount on the balance sheet as of December 31 2015. As a result of the lower than forecasted undiscounted cash flows, the Company recorded $19.9 million as Other Income. Other Income for 2015 and 2014 also consisted of interest earned on our investment portfolio of cash, cash equivalents and short-term investments of $14,000 and $30,000 respectively. We expect that Other Income will consist entirely of returns received from our investment portfolio in the near future, which will be negligible given the conservative nature of our investment policy and the current economic conditions in the United States. |
Note 11 - Subsequent Event
Note 11 - Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 11. Subsequent Event As noted in Item 3, Legal Proceedings |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, Goldrush Insurance Services, Inc. and Prism. All significant inter-company accounts and transactions have been eliminated in the Consolidated Financial Statements. The Company recognizes in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For non-recognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity is required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with generally accepted in the United States 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 period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, cash equivalents and short-term investments The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Investments with maturities greater than three months at the date of purchase, but less than one year, are classified as short-term investments. Cash, cash equivalents and short-term investments are stated at cost, which approximates fair value, given the relatively short duration of the underlying securities. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition In general, patent licensing arrangements are expected to provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. Complex revenue arrangements may require significant judgments, assumptions and estimates about when substantial delivery of contract elements will occur, whether any significant ongoing obligations exist subsequent to contract execution, whether collectability is reasonably assured and determination of the appropriate period in which the completion of the earning process occurs. The Company recognizes revenue when (i) persuasive evidence of a contractual arrangement between the Company and the licensee exists, which create legally enforceable rights and obligations, (ii) the license agreement is delivered to the licensee, based upon the point at which control of the license transfers to the licensee, (iii) the price to the licensee is fixed or determinable and represents the amount of consideration to which the Company expects to be entitled to in exchange for transferring the license agreement to a licensee, and (iv) the collectability of consideration to which the Company is entitled to is reasonably assured. |
Business Combinations Policy [Policy Text Block] | Business Combination Accounting We account for acquisitions in accordance with ASC 805 “Business Combinations.” we measured the fair values of all assets acquired and liabilities assumed that arise from contractual contingencies. The Company measures the fair values of all noncontractual contingencies if, as of the acquisition date, it is more likely than not that the contingency will give rise to an asset or liability. While we use its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company will record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Prism’s operations are included in the Company’s Consolidated Financial Statements as of the Closing Date. Acquisition related costs associated with a business combination are expensed as incurred. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The fair value amount assigned to each acquired patent asset is being amortized on a straight-line basis, depending on the patent, over a period ranging from 1.5 to 4.5 years, depending on the patent. The amortization period of the entire acquired patent portfolio is a weighted average of 3.7 years and was determined using the estimated life of each patent, which is represented by the period over which 100% of the expected discounted cash flows are received, and then using a weighted average approach based on the value of the patent and the estimated life. The amortization period of the covenants not to compete with Prism’s officers is three years; the expected term of the agreements. The Company evaluates the recoverability of its long-lived assets, including intangible assets subject to amortization in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 360, Property, Plant and Equipment |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of: (a) the aggregate of the fair value of consideration transferred, the fair value of any noncontrolling interest in the acquiree (if any) and the acquisition date fair value of the Company’s previously held equity interest in the acquiree (if any), over (b) the fair value of assets acquired and liabilities assumed. Goodwill, deemed to have an indefinite life is subject to periodic impairment testing as described below. Goodwill is tested for impairment on a periodic basis, and at least annually in the fourth quarter of the year. In the first step of testing for goodwill and intangible assets impairment, we will estimate the fair value of the net assets associated with the goodwill. If the fair value of these net assets is greater than the carrying value of the net assets, including goodwill, then there will be no impairment. If the fair value is less than the carrying value, then we would perform a second step and determine the fair value of the goodwill. In this second step, the fair value of goodwill is determined by deducting the fair value of the identifiable assets and liabilities from the fair value of the reporting unit as a whole, as if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill is less than its carrying value for a reporting unit, an impairment charge would be recorded to earnings in the Company’s Consolidated Statements of Operations. As a result of adverse litigation events in the fourth quarter of 2015, the Company reassessed the recoverability of the asset recorded in connection with this transaction by comparing the estimated future undiscounted cash flows expected to be generated relating to this asset to its carrying amount. Based on this evaluation, the Company determined that the acquired asset was impaired, as the carrying value of the asset was in excess of fair value, and therefore recorded impairment charges of $23.8 million in 2015. As a result of the recorded impairment charges, the carrying value of the covenant not to compete, the patent portfolio and goodwill were decreased by $0.7 million, $22.7 million and $0.4 million respectively. The fair value of the acquired asset was based on estimated future cash flows to be generated from the patent portfolio to be received from Prism by the Company, discounted using a rate commensurate with the risk involved. In addition, the Company would evaluate goodwill for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events or circumstances include the following: ? a significant adverse change in legal factors or in the business climate; ? a more likely than not expectation that a segment or a significant portion thereof will be sold; or ? the testing for recoverability of a significant asset group within the segment. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of risk—credit Financial instruments that potentially subject the Company to concentrations of credit risk, as defined by ASC 825, “ Financial Instruments The Company’s cash equivalents and investments consist of diversified investment grade securities. Our investment policy limits the amount of credit exposure to investments in any one issue, and we believe no significant concentration of credit risk exists with respect to these investments. During the years ended December 31, 2015 and 2014, we had no customers or accounts receivable. |
Compensation Related Costs, Policy [Policy Text Block] | Share-Based Payments The Company accounts for share-based compensation in accordance with ASC 718 “Compensation – Stock Compensation.” The Company recognizes compensation costs for stock-based payments to employees and our board of directors, based on their grant-date fair value on a straight-line approach over the service period for which such awards are expected to vest. The fair value of stock options granted pursuant to our 1997 Stock Option Plan and our 2008 Stock Option Plan respectively, is determined using the BSM option-pricing model. The determination of fair value is affected by our stock price, as well as assumptions regarding subjective and complex variables such as expected employee exercise behavior and our expected stock price volatility over the expected term of the award. Generally, our assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The key assumptions for the BSM option-pricing model calculation are: Expected term. Expected volatility. Risk-free interest rate. Expected dividend. Estimated forfeitures. Employee stock-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time. Changes to our underlying stock price, our assumptions used in the BSM option-pricing model calculation and our forfeiture rate, as well as future equity granted or assumed through acquisitions could significantly impact the compensation expense we recognize. |
Income Tax, Policy [Policy Text Block] | Income taxes Under the asset and liability method prescribed under ASC 740, “Income Taxes,” For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. At December 31, 2015 and December 31, 2014, we had unrecognized tax benefits of approximately $0.3 million and $0.3 million, respectively ($0.1 million of which, if recognized, would affect our effective tax rate). We do not believe there will be any material changes in our unrecognized tax positions over the next twelve months. The carrying value of our deferred tax assets, which was approximately $56.4 million at December 31, 2015, is dependent upon its ability to generate sufficient future taxable income. We have established a full valuation allowance against its net deferred tax assets to reflect the uncertainty of realizing the deferred tax benefits, given historical losses. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realized. This assessment requires a review and consideration of all available positive and negative evidence, including its past and future performance, the market environment in which we operate, the utilization of tax attributes in the past, and the length of carryforward periods and evaluation of potential tax planning strategies. We expect to continue to maintain a full valuation allowance until an appropriate level of profitability is sustained or is able to develop tax strategies that would enable us to conclude that it is more likely than not that a portion of its deferred tax assets would be realizable. |
Earnings Per Share, Policy [Policy Text Block] | Net income per share Basic and diluted net income per share is computed using the weighted-average number of shares of common stock outstanding. Diluted earnings per share is a measure of the potential dilution that would occur if stock options had been exercised. The following table reconciles the denominator used to calculate basic and diluted net loss per share of common stock: Year Ended December 31, (In thousands) 201 5 201 4 Numerator for basic and diluted net loss per share: Net loss available to common stockholders: $ (21,643 ) $ (2,647 ) Denominator for net loss per share: Basic and diluted—weighted average shares of common stock outstanding 9,268 7,655 Potentially dilutive securities are not included in the diluted net income calculation, because we had a net loss from operations, net of tax. There were no antidilutive securities to be included in the calculation above as of December 31, 2015 and December 31, 2014. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual reporting periods beginning after December 15, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our condensed Consolidated Financial Statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern” (Subtopic 205-40) which amends the current guidance in ASC Topic 205 by adding Subtopic 40. Subtopic 40 requires management to evaluate whether there are conditions or events that in aggregate would raise substantial doubt about an entity’s ability to continue as a going concern for one year from the date the financial statements are issued or available to be issued. If substantial doubt existed, management would be required to make certain disclosures related to nature of the substantial doubt and under certain circumstances, how that substantial doubt would be mitigated. This amendment is effective for annual periods ending after December 15, 2017 and for subsequent interim and annual periods thereafter. Early adoption is permitted. We are evaluating the effects, if any, adoption of this guidance will have on our Consolidated Financial Statements. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. ASU 2015-16 eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The guidance is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2016. We are evaluating the effects, if any, that the adoption of this guidance will have on our Consolidated Financial Statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”), which amends the current requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. Organizations will now be required to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for public companies for financial statements issued for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are currently evaluating ASU 2015-17 to determine the potential impact to its Consolidated Financial Statements and related disclosures. In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). ASU 2016-01 applies to all entities that hold financial assets or owe financial liabilities and is intended to provide more useful information on the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, ASU 2016-01 (a) requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (d) eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (e) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (f) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (g) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and (h) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. For public business entities, the ASU 2016-01is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. We are currently evaluating ASU 2016-01 to determine the potential impact to its Consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements (continued) In June 2014, the FASB issued guidance that applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. It requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and follows existing accounting guidance for the treatment of performance conditions. The standard will be effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, with early adoption permitted. We are evaluating the effects, if any, that the adoption of this guidance will have on our Consolidated Financial Statements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) Leases: Amendments to the FASB Accounting Standards Codifications |
Supplemental Disclosures of C21
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Cash paid for acquisition $ 16,500 Contingent consideration 32,411 Issuance of common stock 9,380 Value of net assets acquired $ 58,291 Liabilities assumed $ 3,611 |
Note 2- Summary of Significan22
Note 2- Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, (In thousands) 201 5 201 4 Numerator for basic and diluted net loss per share: Net loss available to common stockholders: $ (21,643 ) $ (2,647 ) Denominator for net loss per share: Basic and diluted—weighted average shares of common stock outstanding 9,268 7,655 |
Note 3 - Acquisition and Purc23
Note 3 - Acquisition and Purchase Accounting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Consideration paid on the Closing Date: Cash payment (portion of $16.5 million cash consideration) $ 1,343 Common stock 9,380 Consideration paid after the Closing Date: Payable to Prism’s former members (remaining portion of $16.5 million cash consideration paid in April, 2015) 15,157 Contingent consideration expected to be paid 49,500 Discount on contingent consideration (17,089 ) $ 58,291 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | (in thousands) Acquired assets Cash and cash equivalents $ 369 Intangible assets, net 58,961 Covenant not to compete 2,457 Other assets 61 Goodwill 54 Total assets acquired 61,902 Assumed liabilities: Notes payable (3,570 ) Accounts payable and other liabilities (41 ) Total liabilities assumed (3,611 ) Total purchase price $ 58,291 |
Schedule of Acquiree’s Revenue and Net Loss [Table Text Block] | Year ended Total revenues $ 700 Net income (loss) $ (1,779 ) |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended Year ended 2015 2014 2015 2014 Total revenues $ - $ 28,200 $ 700 $ 28,806 Operating income (loss) $ (5,529 ) $ 2,213 $ (22,563 ) $ (13,260 ) Net income (loss) $ (5,763 ) $ 1,905 $ (23,759 ) $ (14,459 ) Diluted income (loss) per share $ (0.57 ) $ 0.18 $ (2.36 ) $ (1.30 ) |
Note 4 - Share-based Payments (
Note 4 - Share-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Currently Exercisable Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life (in years) Number Outstanding Weighted Average Exercise Price (in thousands, except contractual life and exercise price amounts) $2.68 - $2.68 500 4.23 46 $ 2.68 $2.76 - $2.76 215 4.44 84 2.76 $3.06 - $7.22 50 3.20 50 3.65 765 4.22 180 $ 2.99 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | Year Ended December 31 201 5 201 4 Expected term (in years) 3.0 3.0 Expected volatility 0.37 0.68 Risk-free interest rate 1.00 % 0.90 % Expected dividend — — Weighted-average fair value at grant date $ 0.71 $ 1.42 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | (in thousands, except exercise price amounts and contractual term) Options Available for Grant Options Outstanding Weighted Average Remaining Contractual Term (in years) Weighted Average Exercise Price Balances, December 31, 2014 1,110 118 $5.89 Additional shares reserved 131 — — Granted (730 ) 730 $2.71 Canceled/forfeited 83 (83 ) $6.62 Balances, December 31, 2015 594 765 4.23 $2.77 Vested and expected to vest 711 4.23 $2.77 Exercisable as of December 31, 2015 174 4.04 $3.00 |
Note 5 - Fair Value Measureme25
Note 5 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | December 31, 201 5 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 1,613 $ 1,613 $ — $ — Short-term investments 1,494 1,494 — — Restricted cash equivalents 600 600 Total assets at fair value $ 3,707 $ 3,707 $ — $ — December 31, 201 4 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 22,600 $ 22,600 $ — $ — Short-term investments 1,494 1,494 — — Restricted cash equivalents 800 800 Total assets at fair value $ 24,894 $ 24,894 $ — $ — |
Note 6 - Consolidated Financi26
Note 6 - Consolidated Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Cash, Cash Equivalents and Investments [Table Text Block] | December 31, 201 5 201 4 Cash $ 143 $ 537 Money market deposit accounts 1,556 22,549 Money market funds 57 51 $ 1,756 $ 23,137 |
Schedule of Other Assets [Table Text Block] | December 31, 201 5 201 4 Prepaid legal $ 452 $ 109 Prepaid insurance 144 30 Prepaid rent 37 1 Other 6 3 $ 639 $ 143 |
Property, Plant and Equipment [Table Text Block] | December 31, 201 5 201 4 Computer and office equipment $ 35 $ 35 Furniture and fixtures 360 360 Leasehold improvements 23 23 Software 23 23 441 441 Less accumulated depreciation (441 ) (441 ) $ — $ — |
Schedule of Life Settlement Contracts, Investment Method [Table Text Block] | December 31, 2015 Number of individual life insurance policies held 6 Aggregate face/maturity value of all policies $ 2,200 Cash surrender value of all policies $ 58 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, Goodwill $ 54 Patent portfolio 35,819 Covenant not to compete 1,752 37,625 Accumulated amortization patent portfolio (12,249 ) Accumulated amortization covenant not to compete (628 ) Total goodwill and other intangible assets $ 24,748 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Ended December 31, 2016 $ 8,729 2017 8,729 2018 6,421 2019 815 2020 — Thereafter — Total $ 24,694 |
Schedule of Accrued Liabilities [Table Text Block] | December 31, 201 5 201 4 Accrued lease obligations (see Note 8) $ 194 $ 194 Other — — $ 194 $ 194 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ending December 31, 2016the Company $ 3,000 Less imputed interest (162 ) Fair Value $ 2,838 |
Note 8 - Commitments and Cont27
Note 8 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Years ending December 31, Future minimum lease commitments 2016 $ 434 2017 105 $ 539 |
Operating Leases Of Lessee Sublease Payment Receivable [Table Text Block] | Years ending December 31, Future minimum sub- lease payments 2016 $ 136 2017 23 $ 159 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 201 5 201 4 Net operating loss carryforwards $ 48,261 $ 46,872 Tax credit carry forwards 981 981 Accruals and allowances 507 205 Depreciation and amortization 6,593 332 Other 20 34 Total deferred tax asset 56,362 48,424 Less valuation allowance (56,362 ) (48,424 ) Net deferred tax asset $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 201 5 201 4 Federal tax at statutory rate 34.0 % 34.0 % State taxes 5.8 % 5.8 % Other (2.9 )% (0.7 )% Adjustment due to change in valuation allowance (36.9 )% (39.1 )% (0.0 )% (0.0 )% |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | 201 5 201 4 Balance at January 1 $ 300 $ 300 Increase (decrease) related to prior year tax positions — — Increase (decrease) related to current year tax positions — — Settlements — — Reductions due to lapse of applicable statute of limitations — — Balance at December 31 $ 300 $ 300 |
Supplemental Disclosures of C29
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Interest Paid | $ 0 | $ 0 |
Income Taxes Paid | $ 0 | $ 0 |
Supplemental Disclosures of C30
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions - Liabilities Assumed and Common Stock Issued in Connection with the Prism Acquisition (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Prism Acquisition [Member] | Common Stock [Member] | |
Issuance of common stock | $ 9,380 |
Prism Acquisition [Member] | |
Cash paid for acquisition | 16,500 |
Contingent consideration | 32,411 |
Value of net assets acquired | 58,291 |
Liabilities assumed | 3,611 |
Cash paid for acquisition | $ (16,131) |
Note 1 - Business of Prism Te31
Note 1 - Business of Prism Technologies Group, Inc. (Details Textual) shares in Millions | Mar. 26, 2015USD ($)shares | Apr. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Patents [Member] | Prism Technologies [Member] | |||||
Issued Patents | 50 | ||||
Prism Acquisition [Member] | |||||
Payments to Acquire Businesses, Gross | $ 16,500,000 | $ 15,200,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3.5 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 49,500,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 3,611,000 | $ 3,611,000 | |||
Notes Payable, Other Payables [Member] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 2,800,000 | ||||
Number of Operating Subsidiaries | 2 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 1,756,000 | $ 23,137,000 | $ 30,113,000 | ||
Cash Equivalents, at Carrying Value | $ 1,500,000 |
Note 2- Summary of Significan32
Note 2- Summary of Significant Accounting Policies (Details Textual) - USD ($) | Mar. 09, 2012 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Patents [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 1 year 182 days | ||||
Patents [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years 182 days | ||||
Patents [Member] | Weighted Average [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years 255 days | ||||
Noncompete Agreements [Member] | Weighted Average [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Minimum [Member] | Prism Acquisition [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Maximum [Member] | Prism Acquisition [Member] | |||||
Finite-Lived Intangible Asset, Useful Life | 4 years 182 days | ||||
Prism Acquisition [Member] | |||||
Asset Impairment Charges | $ 23,800,000 | ||||
Accounts Receivable, Net, Current | $ 0 | $ 0 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |||
Acquired Finite-lived Intangible Assets, Estimates Used to Determine Useful Lives, Percentage of Cash Flows on a Discounted Basis | 100.00% | 100.00% | |||
Asset Impairment Charges | $ 23,847,000 | ||||
Common Stock, Dividends, Per Share, Cash Paid | $ 5 | ||||
Unrecognized Tax Benefits | $ 300,000 | 300,000 | $ 300,000 | $ 300,000 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 100,000 | ||||
Deferred Tax Assets, Gross | $ 56,362,000 | $ 56,362,000 | $ 48,424,000 |
Note 2 - Calculation of Basic a
Note 2 - Calculation of Basic and Diluted Net Income per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (21,643) | $ (2,647) |
Basic and diluted (in shares) | 9,268 | 7,655 |
Note 3 - Acquisition and Purc34
Note 3 - Acquisition and Purchase Accounting (Details Textual) - USD ($) $ / shares in Units, shares in Millions | Mar. 31, 2015 | Mar. 26, 2015 | Apr. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Mar. 25, 2015 |
Prism Acquisition [Member] | Patents [Member] | Minimum [Member] | ||||||||||||
Fair Value Inputs, Discount Rate | 34.00% | |||||||||||
Prism Acquisition [Member] | Patents [Member] | Maximum [Member] | ||||||||||||
Fair Value Inputs, Discount Rate | 35.00% | |||||||||||
Prism Acquisition [Member] | Patents [Member] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 58,961,000 | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 255 days | |||||||||||
Fair Value Inputs, Discount Rate | 37.00% | |||||||||||
Prism Acquisition [Member] | Noncompete Agreements [Member] | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,457,000 | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||||||||
Fair Value Inputs, Discount Rate | 27.00% | 32.00% | ||||||||||
Prism Acquisition [Member] | Notes Payable, Other Payables [Member] | ||||||||||||
Fair Value Inputs, Discount Rate | 12.00% | |||||||||||
Prism Acquisition [Member] | General and Administrative Expense [Member] | Legal Expenses [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | $ 107,000 | |||||||||||
Prism Acquisition [Member] | General and Administrative Expense [Member] | Accounting and Valuation Expenses [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | 83,000 | |||||||||||
Prism Acquisition [Member] | General and Administrative Expense [Member] | Special Meeting Expenses [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | 29,000 | |||||||||||
Prism Acquisition [Member] | General and Administrative Expense [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | $ 718,000 | $ 0 | $ 264,000 | 219,000 | $ 983,000 | |||||||
Prism Acquisition [Member] | ||||||||||||
Business Combination, Maximum Purchase Price | $ 75,400,000 | |||||||||||
Business Combination Cash Agreed to Pay | 16,500,000 | |||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,343,000 | (16,500,000) | ||||||||||
Payments to Acquire Businesses, Gross | 16,500,000 | $ 15,200,000 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 9,400,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3.5 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 49,500,000 | |||||||||||
Percentage of Litigation and Settlement Proceeds for Prism Security Holders | 70.00% | |||||||||||
Business Combination, Contingent Consideration, Earn-out Calculation, Quarterly Retention Percentage | 20.00% | |||||||||||
Share Price | $ 2.68 | |||||||||||
Goodwill | $ 5,100,000 | $ 54,000 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 58,300,000 | $ 61,000,000 | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years 317 days | |||||||||||
Fair Value Inputs, Discount Rate | 35.00% | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 60,200,000 | $ 58,291,000 | 58,300,000 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 16,131,000 | |||||||||||
Share Price | $ 1.02 | $ 2.78 | $ 1.02 | $ 1.02 | $ 2.78 | |||||||
Goodwill | $ 54,000 | $ 54,000 | $ 54,000 | $ 100,000 | $ 0 | |||||||
Fair Value Inputs, Discount Rate | 32.00% |
Note 3 - Fair Value of the Pris
Note 3 - Fair Value of the Prism Purchase Price (Details) $ in Thousands | Mar. 26, 2015USD ($) |
Prism Acquisition [Member] | Common Stock [Member] | |
Consideration paid on the Closing Date: | |
Common stock | $ 9,380 |
Prism Acquisition [Member] | |
Consideration paid on the Closing Date: | |
Payments to Acquire Businesses, Net of Cash Acquired | 1,343 |
Consideration paid after the Closing Date: | |
Due to Related Parties, Current | 15,157 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 49,500 |
Discount on contingent consideration | (17,089) |
Business Combination, Consideration Transferred | $ 58,291 |
Note 3 - Fair Value of the Pr36
Note 3 - Fair Value of the Prism Purchase Price (Details) (Parentheticals) - Prism Acquisition [Member] - USD ($) | Mar. 26, 2015 | Apr. 30, 2015 |
Payments to Acquire Businesses, Gross | $ 16,500,000 | $ 15,200,000 |
Cash Consideration | $ 16,500,000 | $ 15,200,000 |
Note 3 - Purchase Price Allocat
Note 3 - Purchase Price Allocation Relating to the Prism Acquisitions (Details) | Mar. 26, 2015USD ($) |
Prism Acquisition [Member] | Patents [Member] | |
Acquired assets: | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 58,961,000 |
Prism Acquisition [Member] | Noncompete Agreements [Member] | |
Acquired assets: | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,457,000 |
Prism Acquisition [Member] | |
Acquired assets: | |
Cash and cash equivalents | 369,000 |
Other assets | 61,000 |
Goodwill | 54,000 |
Total assets acquired | 61,902,000 |
Assumed liabilities: | |
Notes payable | (3,570,000) |
Accounts payable and other liabilities | (41,000) |
Total liabilities assumed | (3,611,000) |
Total purchase price | $ 58,291,000 |
Note 3 - Acquiree’s YTD R
Note 3 - Acquiree’s YTD Revenue and Net Loss (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Prism Technologies, LLC (“Prism”) [Member] | |
Total revenues | $ 700 |
Net income (loss) | (1,779) |
Total revenues | 700 |
Net income (loss) | $ (21,643) |
Note 3 - Pro Forma Results of O
Note 3 - Pro Forma Results of Operations (Details) - Prism Acquisition [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Total revenues | $ 28,200 | $ 700 | $ 28,806 | |
Operating income (loss) | $ (5,529) | 2,213 | (22,563) | (13,260) |
Net income (loss) | $ (5,763) | $ 1,905 | $ (23,759) | $ (14,459) |
Diluted income (loss) per share (in dollars per share) | $ (0.57) | $ 0.18 | $ (2.36) | $ (1.30) |
Note 4 - Share-based Payments40
Note 4 - Share-based Payments (Details Textual) - USD ($) | Jul. 01, 2015 | Jun. 11, 2015 | Jul. 01, 2014 | May. 31, 2003 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Feb. 29, 2008 | Nov. 30, 1998 |
Employee Stock Purchase Plan [Member] | |||||||||
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | $ 0 | $ 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | ||||||||
The 2008 Stock Option Plan [Member] | Each Non-employee Directors [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 5,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.06 | $ 3.15 | |||||||
The 2008 Stock Option Plan [Member] | Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2 years | ||||||||
The 2008 Stock Option Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||||
The 2008 Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 | ||||||||
1997 Stock Option Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | ||||||||
Annual Increase In Share Reserve, Percentage | 5.00% | ||||||||
Five Prism Executive Officers [Member] | Performance-based Options [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||
Five Prism Executive Officers [Member] | Performance-based Options [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||
Five Prism Executive Officers [Member] | Performance-based Options [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.34% | ||||||||
Five Prism Executive Officers [Member] | Service-based Options [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||||||||
Five Prism Executive Officers [Member] | Service-based Options [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 66.67% | ||||||||
Five Prism Executive Officers [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.68 | ||||||||
Minimum [Member] | Performance-based Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | ||||||||
Maximum [Member] | Performance-based Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||||||
Performance-based Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 72,500 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Performance Target Achieved | 60.00% | ||||||||
Service-based Options [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||||||
Service-based Options [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||
Service-based Options [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 72,500 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 70,000 | 730,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.71 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 585,000 | 0 | 585,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 173,000 | $ 173,000 | |||||||
Allocated Share-based Compensation Expense | $ 147,000 | $ 21,000 | |||||||
Share Price | $ 1.02 | $ 2.78 | $ 1.02 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 4 years 14 days | 1 year 299 days |
Note 4- Stock Options by Exerci
Note 4- Stock Options by Exercise Price Range (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Range 1 [Member] | |
Exercise Prices, Lower Range (in dollars per share) | $ 2.68 |
Exercise Prices, Upper Range (in dollars per share) | $ 2.68 |
Number Outstanding (in shares) | shares | 500 |
Balances | 4 years 83 days |
Exercisable as of December 31, 2015 (in shares) | shares | 46 |
Options Currently Exercisable Weighted Average Exercise Price (in dollars per share) | $ 2.68 |
Range 2 [Member] | |
Exercise Prices, Lower Range (in dollars per share) | 2.76 |
Exercise Prices, Upper Range (in dollars per share) | $ 2.76 |
Number Outstanding (in shares) | shares | 215 |
Balances | 4 years 160 days |
Exercisable as of December 31, 2015 (in shares) | shares | 84 |
Options Currently Exercisable Weighted Average Exercise Price (in dollars per share) | $ 2.76 |
Range 3 [Member] | |
Exercise Prices, Lower Range (in dollars per share) | 3.06 |
Exercise Prices, Upper Range (in dollars per share) | $ 7.22 |
Number Outstanding (in shares) | shares | 50 |
Balances | 3 years 73 days |
Exercisable as of December 31, 2015 (in shares) | shares | 50 |
Options Currently Exercisable Weighted Average Exercise Price (in dollars per share) | $ 3.65 |
Number Outstanding (in shares) | shares | 765 |
Balances | 4 years 83 days |
Exercisable as of December 31, 2015 (in shares) | shares | 174 |
Options Currently Exercisable Weighted Average Exercise Price (in dollars per share) | $ 2.99 |
Note 4 - Fair Value Of Stock Op
Note 4 - Fair Value Of Stock Options Assumption (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Expected term (in years) | 3 years | 3 years |
Expected volatility | 0.37% | 0.68% |
Risk-free interest rate | 1.00% | 0.90% |
Weighted-average fair value at grant date (in dollars per share) | $ 0.71 | $ 1.42 |
Note 4 - Stock Option Activity
Note 4 - Stock Option Activity (Details) | Jun. 11, 2015shares | Dec. 31, 2015$ / sharesshares |
Balances (in shares) | 1,110,000 | |
Balances (in shares) | 118,000 | |
Balances (in dollars per share) | $ / shares | $ 5.89 | |
Additional shares reserved (in shares) | 131,000 | |
Granted (in shares) | (70,000) | (730,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 70,000 | 730,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 2.71 | |
Canceled/forfeited (in shares) | 83,000 | |
Canceled/forfeited (in shares) | (83,000) | |
Canceled/forfeited (in dollars per share) | $ / shares | $ 6.62 | |
Balances (in shares) | 594,000 | |
Balances (in shares) | 765,000 | |
Balances | 4 years 83 days | |
Balances (in dollars per share) | $ / shares | $ 2.77 | |
Vested and expected to vest (in shares) | 711,000 | |
Vested and expected to vest | 4 years 83 days | |
Vested and expected to vest (in dollars per share) | $ / shares | $ 2.77 | |
Exercisable as of December 31, 2015 (in shares) | 174,000 | |
Exercisable as of December 31, 2015 | 4 years 14 days | |
Exercisable as of December 31, 2015 (in dollars per share) | $ / shares | $ 3 |
Note 5 - Assets at Fair Value (
Note 5 - Assets at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | $ 1,613 | $ 22,600 |
Short-term investments | 1,494 | 1,494 |
Restricted cash equivalents | 600 | 800 |
Total assets at fair value | $ 3,707 | $ 24,894 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash equivalents | ||
Short-term investments | ||
Restricted cash equivalents | ||
Total assets at fair value | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash equivalents | ||
Short-term investments | ||
Restricted cash equivalents | ||
Total assets at fair value | ||
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Cash equivalents | $ 1,613 | $ 22,600 |
Short-term investments | 1,494 | 1,494 |
Restricted cash equivalents | 600 | 800 |
Total assets at fair value | 3,707 | 24,894 |
Short-term investments | 1,494 | 1,494 |
Restricted cash equivalents | $ 600 | $ 800 |
Note 6 - Consolidated Financi45
Note 6 - Consolidated Financial Statement Details (Details Textual) | Dec. 08, 2014USD ($)$ / sharesshares | Dec. 01, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Mar. 26, 2015USD ($) | Mar. 25, 2015USD ($) |
Cash Surrender Value [Member] | ||||||||||
Other Asset Impairment Charges | $ 0 | $ 0 | ||||||||
Maximum [Member] | Prism Acquisition [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 4 years 182 days | |||||||||
Maximum [Member] | ||||||||||
Investment Portfolio Contractual Maturities | 1 year | |||||||||
Minimum [Member] | Prism Acquisition [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||||||||
Prism Acquisition [Member] | Notes Payable, Other Payables [Member] | ||||||||||
Long-term Debt, Fair Value | $ 3,600,000 | $ 3,600,000 | ||||||||
Debt Instrument, Number of Installments | 4 | |||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | |||||||||
Debt Instrument, Interest Rate, Imputed Percentage | 12.00% | 12.00% | ||||||||
Prism Acquisition [Member] | ||||||||||
Goodwill | $ 5,100,000 | $ 54,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years 317 days | |||||||||
Leasehold Improvements [Member] | ||||||||||
Impaired Assets to be Disposed of by Method Other than Sale, Amount of Impairment Loss | $ 14,000 | |||||||||
IPC Stockholder and Certain Affiliates [Member] | ||||||||||
Treasury Stock, Shares, Acquired | shares | 1,178,264 | |||||||||
Treasury Stock Acquired, Average Cost Per Share | $ / shares | $ 3 | |||||||||
Payments for Repurchase of Common Stock | $ 3,534,792 | |||||||||
Barry Honig [Member] | ||||||||||
Treasury Stock, Shares, Acquired | shares | 110,000 | |||||||||
Treasury Stock Acquired, Average Cost Per Share | $ / shares | $ 3 | |||||||||
Payments for Repurchase of Common Stock | $ 330,000 | |||||||||
Goodwill | $ 54,000 | $ 54,000 | $ 100,000 | $ 0 | ||||||
Short-term Investments | 1,494,000 | 1,494,000 | $ 1,494,000 | |||||||
Restricted Investments | 600,000 | 600,000 | 800,000 | |||||||
Depreciation | 0 | 1,000 | ||||||||
Payments to Acquire Life Insurance Policies | 51,000 | |||||||||
Life Insurance Policies, Future Anticipated Payment Amount per Year | 51,000 | $ 51,000 | ||||||||
Anticipated Period to Keep Life Settlement Contracts | 5 years | |||||||||
Depreciation and Amortization, Discontinued Operations | $ 606,000 | |||||||||
Long-term Debt, Fair Value | $ 2,838,000 | $ 2,838,000 | ||||||||
Payments for Repurchase of Common Stock | $ 3,535,000 |
Note 6 - Cash and Cash Equivale
Note 6 - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Cash | $ 143 | $ 537 |
Money market deposit accounts | 1,556 | 22,549 |
Money market funds | 57 | 51 |
$ 1,756 | $ 23,137 |
Note 6 - Prepaid Expenses and O
Note 6 - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid legal | $ 452 | $ 109 |
Prepaid insurance | 144 | 30 |
Prepaid rent | 37 | 1 |
Other | 6 | 3 |
$ 639 | $ 143 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Computer and office equipment | $ 35 | $ 35 |
Furniture and fixtures | 360 | 360 |
Leasehold improvements | 23 | 23 |
Software | 23 | 23 |
441 | 441 | |
Less accumulated depreciation | $ (441) | $ (441) |
Note 6 - Life Settlement Contra
Note 6 - Life Settlement Contracts (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Number of individual life insurance policies held | 6 |
Aggregate face/maturity value of all policies | $ 2,200 |
Cash surrender value of all policies | $ 58 |
Note 6 - Intangible Assets, Net
Note 6 - Intangible Assets, Net (Details) | Dec. 31, 2015USD ($) |
Patents [Member] | |
Intangible assets, gross | $ 35,819,000 |
Accumulated amortization | (12,249,000) |
Noncompete Agreements [Member] | |
Intangible assets, gross | 1,752,000 |
Accumulated amortization | (628,000) |
Goodwill | 54,000 |
37,625,000 | |
Total goodwill and other intangible assets | $ 24,748,000 |
Note 6 - Future Amortization Ex
Note 6 - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 8,729 |
2,017 | 8,729 |
2,018 | 6,421 |
2,019 | $ 815 |
2,020 | |
Thereafter | |
Total | $ 24,694 |
Note 6 - Accrued Expenses and O
Note 6 - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued lease obligations (see Note 8) | $ 194 | $ 194 |
Other | ||
$ 194 | $ 194 |
Note 6 - Aggregate Maturities o
Note 6 - Aggregate Maturities of the Notes Payable (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2016the Company | $ 3,000 |
Less imputed interest | (162) |
Fair Value | $ 2,838 |
Note 7 - Impairment of Long-l54
Note 7 - Impairment of Long-lived Assets (Details Textual) - USD ($) shares in Millions | Mar. 26, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Prism Acquisition [Member] | Noncompete Agreements [Member] | |||
Impairment of Intangible Assets, Finite-lived | $ 700,000 | ||
Prism Acquisition [Member] | Patents [Member] | |||
Impairment of Intangible Assets, Finite-lived | 22,700,000 | ||
Prism Acquisition [Member] | Other Income [Member] | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 19,900,000 | ||
Prism Acquisition [Member] | |||
Business Combination, Consideration Transferred | $ 58,291,000 | ||
Business Combination, Maximum Purchase Price | 75,400,000 | ||
Business Combination Cash Agreed to Pay | 16,500,000 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 1,343,000 | (16,500,000) | |
Due to Related Parties, Current | 15,157,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 9,400,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3.5 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 49,500,000 | ||
Asset Impairment Charges | 23,800,000 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 16,131,000 | ||
Asset Impairment Charges | 23,847,000 | ||
Impairment of Intangible Assets, Finite-lived | 23,847,000 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (19,888,000) |
Note 8 - Commitments and Cont55
Note 8 - Commitments and Contingencies (Details Textual) | Apr. 06, 2016USD ($) | Dec. 31, 2015USD ($)ft² | Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Sep. 30, 2014ft² |
Folsom, California Corporate Headquarters [Member] | |||||
Lease Term | 2 years | ||||
Area of Real Estate Property | ft² | 1,300 | 1,300 | |||
Office Space in Omaha, Nebraska [Member] | Prism Technologies [Member] | |||||
Lease Term | 5 years | ||||
Area of Real Estate Property | ft² | 2,500 | 2,500 | |||
Rancho Cordova C A [Member] | |||||
Lease Term | 5 years | ||||
Area of Real Estate Property | ft² | 16,000 | 16,000 | |||
Operating Leases, Future Minimum Payments Receivable | $ 159,000 | $ 159,000 | |||
San Francisco [Member] | |||||
Area of Real Estate Property | ft² | 10,000 | ||||
Maxim Group, LLC [Member] | Subsequent Event [Member] | |||||
Litigation Settlement, Amount | $ (357,000) | ||||
Litigation Settlement Interest Rate | 9.00% | ||||
Litigation Settlement, Allowable Period to Petition Federal Court | 30 days | ||||
Maxim Group, LLC [Member] | Operating Expense [Member] | |||||
Litigation Settlement, Expense | 382,000 | 382,000 | |||
Operating Leases, Future Minimum Payments Receivable | $ 159,000 | 159,000 | |||
Operating Leases, Rent Expense | $ 88,000 | $ 12,000 |
Note 8 - Future Minimum Lease C
Note 8 - Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 434 |
2,017 | 105 |
$ 539 |
Note 8 - Future Minimum Sub-lea
Note 8 - Future Minimum Sub-lease Payments Receivable (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 136 |
2,017 | 23 |
$ 159 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Internal Revenue Service (IRS) [Member] | Expiring in 2019 [Member] | |||
Operating Loss Carryforwards | $ 149,800,000 | ||
State and Local Jurisdiction [Member] | Expiring in 2019 [Member] | |||
Operating Loss Carryforwards | 24,200,000 | ||
Expiring in 2018 [Member] | |||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 700,000 | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 7,938,000 | 1,032,000 | |
Deferred Tax Assets, Tax Credit Carryforwards, Alternative Minimum Tax | 500,000 | ||
Unrecognized Tax Benefits | $ 300,000 | 300,000 | $ 300,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 100,000 |
Note 9 - Deferred Tax Assets an
Note 9 - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Net operating loss carryforwards | $ 48,261 | $ 46,872 |
Tax credit carry forwards | 981 | 981 |
Accruals and allowances | 507 | 205 |
Depreciation and amortization | 6,593 | 332 |
Other | 20 | 34 |
Total deferred tax asset | 56,362 | 48,424 |
Less valuation allowance | $ (56,362) | $ (48,424) |
Note 9 - Effective Income Tax R
Note 9 - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
State taxes | 5.80% | 5.80% |
Other | (2.90%) | (0.70%) |
Adjustment due to change in valuation allowance | (36.90%) | (39.10%) |
0.00% | 0.00% |
Note 9 - Unrecognized Tax Benef
Note 9 - Unrecognized Tax Benefits (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Unrecognized Tax Benefits | $ 300,000 | $ 300,000 | $ 300,000 |
Balance at December 31 | $ 300,000 | $ 300,000 | $ 300,000 |
Note 10 - Other Income (Details
Note 10 - Other Income (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other Operating Income (Expense), Net | $ 19,901,000 | $ 30,000 |
Investment Income, Interest | $ 14,000 | $ 30,000 |
Note 11 - Subsequent Event (Det
Note 11 - Subsequent Event (Details Textual) - Maxim Group, LLC [Member] - USD ($) | Apr. 06, 2016 | Dec. 31, 2015 | Dec. 31, 2015 |
Subsequent Event [Member] | |||
Litigation Settlement, Amount | $ (357,000) | ||
Litigation Settlement Interest Rate | 9.00% | ||
Litigation Settlement, Allowable Period to Petition Federal Court | 30 days | ||
Operating Expense [Member] | |||
Litigation Settlement, Expense | $ 382,000 | $ 382,000 |