Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Information [Line Items] | ||
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 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,073 | $ 1,756 |
Short-term investments | 1,494 | |
Restricted cash equivalents | 400 | 600 |
Prepaid expenses and other current assets | 571 | 639 |
Total current assets | 2,044 | 4,489 |
Intangible assets | 18,120 | 24,694 |
Goodwill | 54 | 54 |
Other assets | 37 | 63 |
Total assets | 20,255 | 29,300 |
Current liabilities: | ||
Accounts payable | 243 | 267 |
Accrued expenses | 203 | 575 |
Accrued contingent consideration, current | 3,525 | |
Notes payable, current | 3,006 | 2,838 |
Total current liabilities | 3,452 | 7,205 |
Accrued contingent consideration, non-current | 11,391 | 9,704 |
Accrued lease obligation, non-current | 49 | |
Income tax liability | 101 | 101 |
Other liabilities | 45 | 45 |
Total liabilities | 14,989 | 17,104 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock | 15 | 15 |
Paid-in capital | 231,332 | 231,294 |
Treasury stock | (10,323) | (10,323) |
Accumulated deficit | (215,758) | (208,790) |
Total stockholders’ equity | 5,266 | 12,196 |
Total liabilities and stockholders’ equity | $ 20,255 | $ 29,300 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Operating expenses: | ||||
General and administrative | 978 | 1,380 | 2,090 | 1,988 |
Depreciation and amortization | 2,183 | 4,173 | 4,365 | 4,526 |
Impairment of long-lived assets | 2,209 | 2,209 | ||
Total operating expenses | 5,370 | 5,553 | 8,664 | 6,514 |
Loss from operations | (5,370) | (5,553) | (8,664) | (6,514) |
Other income | 2,037 | 3 | 2,039 | 9 |
Interest expense | (173) | (314) | (343) | (335) |
Net loss before income taxes | (3,506) | (5,864) | (6,968) | (6,840) |
Income tax benefit | ||||
Net loss | $ (3,506) | $ (5,864) | $ (6,968) | $ (6,840) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.35) | $ (0.58) | $ (0.69) | $ (0.81) |
Shares used in computing per share amounts | ||||
Basic and diluted (in shares) | 10,074 | 10,074 | 10,074 | 8,449 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (3,506) | $ (5,864) | $ (6,968) | $ (6,840) |
Comprehensive loss | $ (3,506) | $ (5,864) | $ (6,968) | $ (6,840) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (6,968) | $ (6,840) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 38 | 95 |
Depreciation and amortization | 4,365 | 4,526 |
Impairment of long-lived assets | 2,209 | |
Imputed interest expense on contingent consideration | 173 | 226 |
Imputed interest expense on notes payable | 168 | 108 |
Gain on revaluation of contingent consideration | (2,011) | |
Net changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 94 | (117) |
Accounts payable | (24) | (471) |
Accrued expenses | (421) | (52) |
Net cash used in operating activities | (2,377) | (2,525) |
Cash flows from investing activities: | ||
Purchase of Prism LLC, net of cash acquired | (16,131) | |
Redemptions of short-term investments | 1,494 | |
Redemptions of restricted cash equivalents | 200 | |
Net cash provided by (used in) investing activities | 1,694 | (16,131) |
Cash flows from financing activities: | ||
Repayment of note payable | (1,000) | |
Net cash used in financing activities | (1,000) | |
Net decrease in cash and cash equivalents | (683) | (19,656) |
Cash and cash equivalents, beginning of period | 1,756 | 23,137 |
Cash and cash equivalents, end of period | $ 1,073 | $ 3,481 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | Supplemental disclosures of cash flow information and non-cash transactions: In connection with its acquisition of Prism, the Company assumed liabilities and issued common stock as follows: Cash paid for acquisition as of March 31, 2015 $ 1,343 Payable to former Prism LLC shareholders 15,157 Contingent consideration 34,338 Issuance of common stock 9,380 Value of net assets acquired $ 60,218 Liabilities assumed $ 3,605 |
Note 1 - Business of Prism Tech
Note 1 - Business of Prism Technologies Group, Inc. | 6 Months Ended |
Jun. 30, 2016 | |
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. (also referred to as “Company”, “we”, “our” or “us”) 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 . Our business consists of licensing and enforcing a portfolio of patents. On March 26, 2015, we completed a merger with Prism Technologies, LLC (“Prism LLC”), with Prism LLC becoming a wholly-owned subsidiary of the Company (the “Merger”). Prism LLC also operates a patent licensing and enforcement business. We and our subsidiaries own a portfolio of nine patent families 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. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 2. Basis of Presentation The consolidated financial statements include the accounts of Prism Technologies Group, Inc. and its wholly-owned subsidiaries, Goldrush Insurance Services, Inc. and Prism Technologies LLC. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2016 and the results of operations for the three and six months ended June 30, 2016 and 2015 and of cash flows for the six months ended June 30, 2016 and 2015. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for any future period. 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 June 30, 2016, our cash and cash equivalents totaled $1.1 million. In addition to the expenses associated with the patent licensing business, such as salaries and overhead, we have notes payable of $3.0 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 third 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K and other information as filed with the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. We believe the disclosures in its notes to the condensed consolidated financial statements are adequate to make the information presented not misleading. We have evaluated subsequent events through the time of filing these financial statements. Based upon the evaluation, there was no material impact on the accompanying condensed consolidated financial statements. Reclassifications Certain reclassifications, which have no effect on previously reported net loss, have been made to the 2015 condensed consolidated balance sheets to conform to our 2016 financial statement presentation. Summary of Significant Accounting Policies 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) delivery of the licensee agreement was provided to the licensee, based upon the point at which control of license transfers to the licensee, (iii) the price to the licensee was fixed or determinable, represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised licensee agreement to a licensee and (iv) 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.” Intangible Assets The fair value amount assigned to each acquired patent asset is being amortized on a straight-line basis 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 LLC’s officers is 3 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 As a result of delays in litigation events in the second quarter of 2016, the Company reassessed the recoverability of the intangible assets recorded in connection with the Merger in accordance with ASC 360 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. Share-Based Payments We account for share-based compensation in accordance with ASC 718 “Compensation – Stock Compensation.” Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“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 adoption is permitted, beginning in Q1 2017. 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, 2016 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. On January 9, 2015, the FASB unanimously voted to approve Accounting Standards Update (ASU) 2015-01, which eliminates the concept of extraordinary items in an entity’s income statement. The changes in ASU 2015-01 are effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this standard did not have a material effect on the Company. In April 2015, the FASB issued ASU 2015-03, 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. The adoption of this standard did not have a material effect on the Company. 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 2016-01 is 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 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of this standard did not have a material effect on the Company. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation : Improvements to Employee Share-Based Payment Accounting |
Note 3 - Acquisition and Purcha
Note 3 - Acquisition and Purchase Accounting | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Acquisition and Purchase Accounting On the Closing Date, the Company completed its acquisition of Prism LLC pursuant to the terms of the Merger Agreement. Prism LLC 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. Contingent Consideration The contingent consideration payable to Prism LLC’s former members consists of a share of future proceeds from lawsuits filed by Prism LLC 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 any cash remaining in Prism LLC at the time of closing. Prism LLC’s former members will receive 70% of the litigation and settlement proceeds related to Open Suits in excess of the Sharing Threshold, up to $49.5 million. As of the Closing Date, the estimated fair values of the Prism LLC purchase price is 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 former Prism LLC shareholders (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 Purchase Price Allocation The Company recognized $0.1 million in goodwill in 2015, 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 LLC. 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. In performing its purchase price allocation, 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 LLC’s management and certain forecasts prepared by Prism LLC. 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 December 31, 2015. (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 liabilities assumed 61,902 Assumed liabilities: Notes payable (3,570 ) Accounts payable and other liabilities (41 ) Total liabilities assumed (3,611 ) Total purchase price $ 58,291 Subsequent to the original purchase price allocation, impairments of intangible assets were recognized. Please see Note 8 to the condensed consolidated financial statements for a description of the impairments recognized. The Company incurred approximately $0 in acquisition-related expenses for the three and six months ended June 30, 2016 and $127,000 and $219,000 for the three and six months June 30, 2015, respectively. These costs are included in the consolidated statement of operations in general and administrative operating expenses for the three and six months ended June 30, 2015. |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements The following table presents the assets measured at fair value on a recurring basis as of June 30, 2016 (in thousands): June 3 0 , 2016 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 809 $ 809 $ — $ — Restricted cash equivalents 400 400 — — Total assets at fair value $ 1,209 $ 1,209 $ — $ — The following table presents the financial assets measured at fair value on a recurring basis as of December 31, 2015 (in thousands): December 31, 2015 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 $ — $ — Cash equivalents, short-term investments and restricted cash equivalents include certificates of deposit, money market deposit accounts and money market funds. The carrying value of these cash equivalents, short-term investments and restricted cash equivalents approximates 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 5 - Restricted Cash Equiva
Note 5 - Restricted Cash Equivalents and Short-Term Investments | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Restricted Assets Disclosure [Text Block] | 5. Restricted Cash Equivalents and Short-Term Investments As of June 30, 2016 and December 31, 2015, restricted cash equivalents consisted of $0.4 million and $0.6 million 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. |
Note 6 - Other Assets
Note 6 - Other Assets | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Other Assets Disclosure [Text Block] | 6. 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. In 2015, the Company and Prism LLC paid $51,000 in premiums on these life settlement contracts and anticipates paying $38,000 for each of the five succeeding fiscal years to keep the life settlement contracts in force. The reduction in premiums were due to the sale of two life insurance policies mentioned below, 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 ended June 30, 2016. In June and July 2016, two life insurance policies were sold with net proceeds of $26,000 and $11,000 respectively. Life settlement contracts consist of the following at June 30, 2016 (in thousands): June 3 0 , 2016 December 31, 2015 Number of individual life insurance policies held 5 6 Aggregate face/maturity value of all policies $ 2,000 $ 2,200 Cash surrender value of all policies $ 32 $ 58 |
Note 7 - Intangible Assets
Note 7 - Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 7. Intangible Assets Intangible assets, net, include the following amounts (in thousands): June 3 0 , December 31, 2015 Goodwill $ 54 $ 54 Patent portfolio 34,030 35,819 Covenant not to compete 1,332 1,752 Total goodwill and other intangible assets 35,416 37,625 Accumulated amortization patent portfolio (16,362 ) (12,249 ) Accumulated amortization covenant not to compete (880 ) (628 ) Total goodwill and other intangible assets, net $ 18,174 $ 24,748 Goodwill, the excess of the purchase price paid to former members of Prism LLC over the fair market value of the net assets acquired, in the amount of $0.1 million was recorded as of the Closing Date. We did not have goodwill prior to the acquisition of Prism LLC. Acquisition-related intangible assets are amortized using the straight-line method over their estimated economic lives from 3 to 4.5 years. As of June 30, 2016, the weighted-average remaining useful life for acquisition-related intangible assets was approximately 1.84 years. As of June 30, 2016, the Company expects to record $4.4 million in acquisition-related amortization expense for the remaining six months of 2016. In addition, 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, 2017 7,492 2018 2,165 2019 815 2020 — Thereafter — Total $ 10,472 |
Note 8 - Impairment of Lone-liv
Note 8 - Impairment of Lone-lived Assets | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Asset Impairment Charges [Text Block] | 8 . 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. As a result of delays in litigation events in the second quarter of 2016, the Company reassessed the recoverability of the asset recorded in connection with the Merger in accordance with ASC 360 The delays in the litigation process noted in the second quarter of 2016 resulted in a reducion of the contingent consideration liability in connection with the Merger 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 delay in forecasted revenues, the fair value of the contingent consideration liabilities were adjusted by $2.0 million, based upon the deferral of cash flows on the balance sheet as of June 30, 2016. |
Note 9 - Accrued Expenses
Note 9 - Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Other Liabilities Disclosure [Text Block] | 9. Accrued Expenses Accrued expenses consist of the following (in thousands ): June 3 0 , 2016 December 31, 2015 Accrued lease obligations $ 138 $ 194 Maxim arbitration award - 381 Payroll accrual 65 - Total accrued expenses $ 203 $ 575 |
Note 10 - Notes Payable
Note 10 - Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 10. Notes payable As part of the Merger, the Company 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% 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 June 30, 2016 are as follows (in thousands): Year Ending December 31, 2016 $ 3,190 Less imputed interest (184 ) Fair Value $ 3,006 The installment payments due on December 31, 2015 and June 30, 2016 have not been paid as of the date of this report. The Company is discussing restructuring the note payable with the note holder. |
Note 11 - Net Loss Per Share
Note 11 - Net Loss Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 11. Net Loss Per Share Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding. Diluted income per share is a measure of the potential dilution that would occur if stock options had been exercised. The following table reconciles the numerator and denominator used to calculate basic and diluted net loss per share of common stock: Three months ended June 30, Six months ended June 30, (In thousands, except per share amounts) 201 6 201 5 201 6 201 5 Numerator for basic and diluted net loss per share: Net loss available to common stockholders $ (3,506 ) $ (5,864 ) $ (6,968 ) $ (6,840 ) Denominator for net loss per share: Basic and diluted —weighted average shares of common stock outstanding 10,074 10,074 10,074 8,449 Net loss per share: Basic and diluted $ (0.35 ) $ (0.58 ) $ (0.69 ) $ (0.81 ) Potentially dilutive securities are not included in the diluted net loss calculation, because we had a net loss from operations, net of tax. There were no antidilutive securities to include in the calculation above for employee stock options and non-employee directors to purchase shares for the three and six months ended June 30, 2016 and for the comparable periods in 2015. |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies Leases We have a non-cancelable 24 month lease though May 15, 2017 for approximately 650 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 2,200 square feet of office space in Omaha, Nebraska through August 31, 2017. We have a non-cancelable through February 14, 2017 for approximately 16,000 square feet of office space in a building 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 June 30, 2016, we expect to receive $91,000 from the sub-lessee for the remainder of our lease. |
Note 13 - Legal Proceedings
Note 13 - Legal Proceedings | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Legal Matters and Contingencies [Text Block] | 13. Legal Proceedings On June 23, 2015, Prism won a jury verdict in its patent infringement lawsuit against Sprint Spectrum LP d/b/a Sprint PCS (“Sprint”). At the end of a seven-day trial in Omaha, Nebraska, the jury in the United States District Court (“USDC”) for the District of Nebraska found that Sprint’s network systems and methods infringe multiple claims of Prism’s U.S. Patent Nos. 8,387,155 and 8,127,345. Prism was awarded trial damages of $30 million. No portion of the judgment has been paid by Sprint, and approximately $2 million of post judgment interest has accrued as of the date of this Quarterly Report on Form 10-Q. Sprint has appealed the jury verdict and Prism has appealed the District Court’s ruling that the jury verdict included amounts for future infringement. Briefing for the appeal has concluded and oral argument is expected to be scheduled for the latter half of 2016. On October 30, 2015, a jury found that T-Mobile USA, Inc. did not infringe the asserted claims of U.S. Patent Nos. 8,387,155 and 8,127,345. On April 6, 2016, the District Court denied T-Mobile’s motion for judgment as a matter of law and its motion for attorney fees; the court also denied Prism’s motion for judgment as a matter of law and its motion for a new trial. On July 11, 2016, Prism filed an appeal with the U.S. Court of Appeals for the Federal Circuit, arguing that a new trial is necessary because T-Mobile’s non-infringement arguments at trial were improper, highly misleading and contrary to the court’s claim construction order. On June 21, 2016, the U.S. Court of Appeal for the Federal Circuit issued its order scheduling oral argument in an appeal of a judgment of non-infringement in a suit by Secure Axcess, a subsidiary of the Company, against Nintendo of America, Inc. Secure Axcess argues that the U.S. District Court for the Western District of Washington erroneously construed key terms of United States Patent No. 6,522,309. Oral argument in the appeal was completed on August 1, 2016. On August 8, 2016, the Federal Circuit affirmed the District Court’s ruling, ending the litigation. On July 21, 2016, the U.S. District Court for the Eastern District of Texas held a claim construction hearing in Secure Axcess, LLC v. HP Enterprise Services, LLC. The claim construction order is expected later in 2016 and trial is scheduled for July 2017. |
Note 14 - Equity and Stock Opti
Note 14 - Equity and Stock Options | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 14. Equity and Stock Options As of June 30, 2016, there was $135,000 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 to five executive officers of Prism LLC under employment agreements executed in connection with the Merger. The exercise price of all of the options granted to the executive officers of Prism LLC 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 five Prism LLC officers 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. 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. For the performance based options noted above, in accordance with ASC 718 “Compensation – Stock Compensation.” The 2008 Stock Option Plan provides that each non-employee director 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. Pursuant to the Option Plan, on July 1, 2015, 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. The Company recognized $19,000 and $38,000 in stock compensation expense for the three and six months ended June 30, 2016, respectively, and $93,000 and $95,000 for the comparable periods in 2015. During the three and six months ended June 30, 2016 and 2015 there were no common share issuances associated with the exercise of stock options. The Company has reserved common shares for issuance in conjunction with the issuance of options underlying the Company’s stock option plans. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The consolidated financial statements include the accounts of Prism Technologies Group, Inc. and its wholly-owned subsidiaries, Goldrush Insurance Services, Inc. and Prism Technologies LLC. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not contain all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2016 and the results of operations for the three and six months ended June 30, 2016 and 2015 and of cash flows for the six months ended June 30, 2016 and 2015. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to these periods are unaudited. The results for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for any future period. 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 June 30, 2016, our cash and cash equivalents totaled $1.1 million. In addition to the expenses associated with the patent licensing business, such as salaries and overhead, we have notes payable of $3.0 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 third 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K and other information as filed with the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. We believe the disclosures in its notes to the condensed consolidated financial statements are adequate to make the information presented not misleading. We have evaluated subsequent events through the time of filing these financial statements. Based upon the evaluation, there was no material impact on the accompanying condensed consolidated financial statements. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications, which have no effect on previously reported net loss, have been made to the 2015 condensed consolidated balance sheets to conform to our 2016 financial statement presentation. |
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) delivery of the licensee agreement was provided to the licensee, based upon the point at which control of license transfers to the licensee, (iii) the price to the licensee was fixed or determinable, represents the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised licensee agreement to a licensee and (iv) 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.” |
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 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 LLC’s officers is 3 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 As a result of delays in litigation events in the second quarter of 2016, the Company reassessed the recoverability of the intangible assets recorded in connection with the Merger in accordance with ASC 360 |
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. 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. |
Compensation Related Costs, Policy [Policy Text Block] | Share-Based Payments We account for share-based compensation in accordance with ASC 718 “Compensation – Stock Compensation.” |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“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 adoption is permitted, beginning in Q1 2017. 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, 2016 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. On January 9, 2015, the FASB unanimously voted to approve Accounting Standards Update (ASU) 2015-01, which eliminates the concept of extraordinary items in an entity’s income statement. The changes in ASU 2015-01 are effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The adoption of this standard did not have a material effect on the Company. In April 2015, the FASB issued ASU 2015-03, 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. The adoption of this standard did not have a material effect on the Company. 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 2016-01 is 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 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The adoption of this standard did not have a material effect on the Company. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation : Improvements to Employee Share-Based Payment Accounting |
Supplemental Disclosures of C22
Supplemental Disclosures of Cash Flow Information and Non-cash Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] | Cash paid for acquisition as of March 31, 2015 $ 1,343 Payable to former Prism LLC shareholders 15,157 Contingent consideration 34,338 Issuance of common stock 9,380 Value of net assets acquired $ 60,218 Liabilities assumed $ 3,605 |
Note 3 - Acquisition and Purc23
Note 3 - Acquisition and Purchase Accounting (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 former Prism LLC shareholders (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 liabilities assumed 61,902 Assumed liabilities: Notes payable (3,570 ) Accounts payable and other liabilities (41 ) Total liabilities assumed (3,611 ) Total purchase price $ 58,291 |
Note 4 - Fair Value Measureme24
Note 4 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | June 3 0 , 2016 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 809 $ 809 $ — $ — Restricted cash equivalents 400 400 — — Total assets at fair value $ 1,209 $ 1,209 $ — $ — December 31, 2015 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 $ — $ — |
Note 6 - Other Assets (Tables)
Note 6 - Other Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Life Settlement Contracts, Investment Method [Table Text Block] | June 3 0 , 2016 December 31, 2015 Number of individual life insurance policies held 5 6 Aggregate face/maturity value of all policies $ 2,000 $ 2,200 Cash surrender value of all policies $ 32 $ 58 |
Note 7 - Intangible Assets (Tab
Note 7 - Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | June 3 0 , December 31, 2015 Goodwill $ 54 $ 54 Patent portfolio 34,030 35,819 Covenant not to compete 1,332 1,752 Total goodwill and other intangible assets 35,416 37,625 Accumulated amortization patent portfolio (16,362 ) (12,249 ) Accumulated amortization covenant not to compete (880 ) (628 ) Total goodwill and other intangible assets, net $ 18,174 $ 24,748 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Year Ended December 31, 2017 7,492 2018 2,165 2019 815 2020 — Thereafter — Total $ 10,472 |
Note 9 - Accrued Expenses (Tabl
Note 9 - Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | June 3 0 , 2016 December 31, 2015 Accrued lease obligations $ 138 $ 194 Maxim arbitration award - 381 Payroll accrual 65 - Total accrued expenses $ 203 $ 575 |
Note 10 - Notes Payable (Tables
Note 10 - Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Year Ending December 31, 2016 $ 3,190 Less imputed interest (184 ) Fair Value $ 3,006 |
Note 11 - Net Loss Per Share (T
Note 11 - Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended June 30, Six months ended June 30, (In thousands, except per share amounts) 201 6 201 5 201 6 201 5 Numerator for basic and diluted net loss per share: Net loss available to common stockholders $ (3,506 ) $ (5,864 ) $ (6,968 ) $ (6,840 ) Denominator for net loss per share: Basic and diluted —weighted average shares of common stock outstanding 10,074 10,074 10,074 8,449 Net loss per share: Basic and diluted $ (0.35 ) $ (0.58 ) $ (0.69 ) $ (0.81 ) |
Liabilities Assumed and Common
Liabilities Assumed and Common Stock Issued in Connection with the Prism Acquisition (Details) - USD ($) $ in Thousands | Mar. 26, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Prism Acquisition [Member] | Common Stock [Member] | |||||
Issuance of common stock | $ 9,380 | ||||
Prism Acquisition [Member] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,343 | $ 1,343 | |||
Contingent consideration | 34,338 | ||||
Value of net assets acquired | 60,218 | ||||
Liabilities assumed | 3,605 | $ 3,611 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 16,131 | ||||
Payable to former Prism LLC shareholders (remaining portion of $16.5 million cash consideration paid in April, 2015) | $ 15,157 |
Note 1 - Business of Prism Te31
Note 1 - Business of Prism Technologies Group, Inc. (Details Textual) - Patents [Member] - Prism Technologies [Member] | Jun. 30, 2016 |
Patent Families | 9 |
Issued Patents | 50 |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 26, 2015 | Dec. 31, 2014 | |
Notes Payable, Other Payables [Member] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 3,000,000 | $ 3,000,000 | |||||
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 | ||||||
Patents [Member] | Prism Acquisition [Member] | |||||||
Impairment of Intangible Assets, Finite-lived | (1.80) | $ (22.70) | |||||
Noncompete Agreements [Member] | Weighted Average [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Noncompete Agreements [Member] | Prism Acquisition [Member] | |||||||
Impairment of Intangible Assets, Finite-lived | (400,000) | (700,000) | |||||
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] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 3,611,000 | $ 3,605,000 | |||||
Asset Impairment Charges | 2,200,000 | 23,800,000 | |||||
Cash and Cash Equivalents, at Carrying Value | $ 1,073,000 | $ 3,481,000 | $ 1,073,000 | $ 3,481,000 | $ 1,756,000 | $ 23,137,000 | |
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 | $ 2,209,000 | $ 2,209,000 |
Note 3 - Acquisition and Purc33
Note 3 - Acquisition and Purchase Accounting (Details Textual) - USD ($) shares in Millions | Mar. 26, 2015 | Apr. 30, 2016 | Apr. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 25, 2015 |
Prism Acquisition [Member] | General and Administrative Expense [Member] | ||||||||||
Business Combination, Acquisition Related Costs | $ 0 | $ 127,000 | $ 0 | $ 219,000 | ||||||
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 | $ 59,000,000 | $ 58,961,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 255 days | |||||||||
Prism Acquisition [Member] | Noncompete Agreements [Member] | ||||||||||
Fair Value Inputs, Discount Rate | 32.00% | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 2,500,000 | 2,457,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years | |||||||||
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 | $ 1,343,000 | ||||||||
Payments to Acquire Businesses, Gross | 16,500,000 | $ 15,200,000 | $ 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% | |||||||||
Goodwill | $ 100,000 | 54,000 | $ 0 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 306 days | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 16,131,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 16,500,000 | |||||||||
Goodwill | $ 54,000 | $ 54,000 | $ 54,000 |
Note 3 - Fair Value of the Pris
Note 3 - Fair Value of the Prism Purchase Price (Details) - USD ($) | Mar. 26, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Prism Acquisition [Member] | Common Stock [Member] | ||||
Consideration paid on the Closing Date: | ||||
Common stock | $ 9,380,000 | |||
Prism Acquisition [Member] | ||||
Consideration paid on the Closing Date: | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 1,343,000 | $ 1,343,000 | ||
Consideration paid after the Closing Date: | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 49,500,000 | |||
Discount on contingent consideration | (17,089,000) | |||
Business Combination, Consideration Transferred | 58,291,000 | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 16,131,000 | |||
Payable to former Prism LLC shareholders (remaining portion of $16.5 million cash consideration paid in April, 2015) | $ 15,157,000 |
Note 3 - Fair Value of the Pr35
Note 3 - Fair Value of the Prism Purchase Price (Details) (Parentheticals) - USD ($) | Mar. 26, 2015 | Apr. 30, 2016 | Apr. 30, 2015 |
Prism Acquisition [Member] | |||
Payments to Acquire Businesses, Gross | $ 16,500,000 | $ 15,200,000 | $ 15,200,000 |
Cash Consideration | $ 16,500,000 | $ 15,200,000 | 15,200,000 |
Payments to Acquire Businesses, Gross | 16,500,000 | ||
Cash Consideration | $ 16,500,000 |
Note 3 - Purchase Price Allocat
Note 3 - Purchase Price Allocation Relating to the Prism Acquisitions (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Mar. 26, 2015 | Mar. 25, 2015 |
Prism Acquisition [Member] | Patents [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 58,961,000 | $ 59,000,000 | ||
Prism Acquisition [Member] | Noncompete Agreements [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 2,457,000 | 2,500,000 | ||
Prism Acquisition [Member] | ||||
Cash and cash equivalents | 369,000 | |||
Other assets | 61,000 | |||
Goodwill | 54,000 | 100,000 | $ 0 | |
Total assets acquired | 61,902,000 | |||
Notes payable | (3,570,000) | |||
Accounts payable and other liabilities | (41,000) | |||
Total liabilities assumed | (3,611,000) | $ (3,605,000) | ||
Total purchase price | 58,291,000 | |||
Goodwill | $ 54,000 | $ 54,000 |
Note 4 - Assets at Fair Value (
Note 4 - Assets at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash equivalents | $ 809 | $ 1,613 |
Restricted cash equivalents | 400 | 600 |
Total assets at fair value | 1,209 | 3,707 |
Short-term investments | 1,494 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash equivalents | ||
Restricted cash equivalents | ||
Total assets at fair value | ||
Short-term investments | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash equivalents | ||
Restricted cash equivalents | ||
Total assets at fair value | ||
Short-term investments | ||
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Cash equivalents | 809 | 1,613 |
Restricted cash equivalents | 400 | 600 |
Total assets at fair value | 1,209 | 3,707 |
Short-term investments | 1,494 | |
Restricted cash equivalents | 400 | 600 |
Short-term investments | $ 1,494 |
Note 5 - Restricted Cash Equi38
Note 5 - Restricted Cash Equivalents and Short-Term Investments (Details Textual) - USD ($) $ in Millions | Jun. 30, 2016 | Dec. 31, 2015 |
Restricted Cash and Investments, Current | $ 0.4 | $ 0.6 |
Note 6 - Other Assets (Details
Note 6 - Other Assets (Details Textual) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Jul. 31, 2016 | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Cash Surrender Value [Member] | |||||
Other Asset Impairment Charges | $ 0 | ||||
Subsequent Event [Member] | |||||
Number of Life Insurance Policies Sold | 2 | ||||
Proceeds from Sale of Life Insurance Policies | $ 11,000 | ||||
Proceeds from Sale of Insurance Investments | $ 51,000 | ||||
Life Insurance Policies, Future Anticipated Payment Amount per Year | $ 38,000 | $ 38,000 | |||
Proceeds from Sale of Life Insurance Policies | $ 26,000 |
Note 6 - Life Settlement Contra
Note 6 - Life Settlement Contracts (Details) $ in Thousands | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Number of individual life insurance policies held | 5 | 6 |
Aggregate face/maturity value of all policies | $ 2,000 | $ 2,200 |
Cash surrender value of all policies | $ 32 | $ 58 |
Note 7 - Intangible Assets (Det
Note 7 - Intangible Assets (Details Textual) - USD ($) | 6 Months Ended | |||
Jun. 30, 2016 | Dec. 31, 2015 | Mar. 26, 2015 | Mar. 25, 2015 | |
Prism Acquisition [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Prism Acquisition [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 4 years 182 days | |||
Prism Acquisition [Member] | ||||
Goodwill | $ 54,000 | $ 100,000 | $ 0 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 306 days | |||
Goodwill | $ 54,000 | $ 54,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 4,400,000 |
Note 7 - Intangible Assets, Net
Note 7 - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Patents [Member] | ||
Intangible assets, gross | $ 34,030 | $ 35,819 |
Accumulated amortization | (16,362) | (12,249) |
Noncompete Agreements [Member] | ||
Intangible assets, gross | 1,332 | 1,752 |
Accumulated amortization | (880) | (628) |
Goodwill | 54 | 54 |
Total goodwill and other intangible assets | 35,416 | 37,625 |
Total goodwill and other intangible assets, net | $ 18,174 | $ 24,748 |
Note 7 - Future Amortization Ex
Note 7 - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,017 | $ 7,492 |
2,018 | 2,165 |
2,019 | 815 |
2,020 | |
Thereafter | |
Total | $ 10,472 |
Note 8 - Impairment of Lone-l44
Note 8 - Impairment of Lone-lived Assets (Details Textual) - USD ($) shares in Millions | Mar. 26, 2015 | Apr. 30, 2016 | Apr. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Prism Acquisition [Member] | Noncompete Agreements [Member] | |||||||||
Impairment of Intangible Assets, Finite-lived | $ (400,000) | $ (700,000) | |||||||
Prism Acquisition [Member] | Patents [Member] | |||||||||
Impairment of Intangible Assets, Finite-lived | (1.80) | (22.70) | |||||||
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 | $ 1,343,000 | |||||||
Payments to Acquire Businesses, Gross | 16,500,000 | $ 15,200,000 | $ 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 | ||||||||
Asset Impairment Charges | 2,200,000 | 23,800,000 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, Low | 19,900,000 | ||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 2,000,000 | $ 19,900,000 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 16,131,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 16,500,000 | ||||||||
Asset Impairment Charges | $ 2,209,000 | 2,209,000 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (2,011,000) |
Note 9 - Accrued Expenses and O
Note 9 - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued lease obligations | $ 138 | $ 194 |
Maxim arbitration award | 381 | |
Payroll accrual | 65 | |
Total accrued expenses | $ 203 | $ 575 |
Note 10 - Notes Payable (Detail
Note 10 - Notes Payable (Details Textual) | 6 Months Ended | |
Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Prism Acquisition [Member] | Notes Payable, Other Payables [Member] | ||
Long-term Debt, Fair Value | $ 3,600,000 | |
Debt Instrument, Number of Installments | 4 | |
Debt Instrument, Periodic Payment | $ 1,000,000 | |
Debt Instrument, Interest Rate, Imputed Percentage | 12.00% | |
Long-term Debt, Fair Value | $ 3,006,000 |
Note 10 - Aggregate Maturities
Note 10 - Aggregate Maturities of the Notes Payable (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 3,190 |
Less imputed interest | (184) |
Fair Value | $ 3,006 |
Note 11 - Net Loss Per Share (D
Note 11 - Net Loss Per Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Note 11 - Calculation of Numera
Note 11 - Calculation of Numerator and Denominator in Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss available to common stockholders | $ (3,506) | $ (5,864) | $ (6,968) | $ (6,840) |
Basic and diluted —weighted average shares of common stock outstanding (in shares) | 10,074 | 10,074 | 10,074 | 8,449 |
Basic and diluted (in dollars per share) | $ (0.35) | $ (0.58) | $ (0.69) | $ (0.81) |
Note 12 - Commitments and Con50
Note 12 - Commitments and Contingencies (Details Textual) | 6 Months Ended |
Jun. 30, 2016USD ($)aft² | |
Folsom, California Corporate Headquarters [Member] | |
Lease Term | 2 years |
Area of Real Estate Property | 650 |
Office Space in Omaha, Nebraska [Member] | Prism Technologies [Member] | |
Lease Term | 5 years |
Area of Real Estate Property | a | 2,200 |
Rancho Cordova C A [Member] | |
Area of Real Estate Property | 16,000 |
Operating Leases, Future Minimum Payments Receivable | $ | $ 91,000 |
Note 13 - Legal Proceedings (De
Note 13 - Legal Proceedings (Details Textual) - Sprint Spectrum LP Vs. Prism [Member] - USD ($) | Jun. 23, 2015 | Jun. 30, 2016 |
Proceeds from Legal Settlements | $ 0 | |
Litigation Settlement, Amount | $ 30,000,000 | |
Post Judgment Interest Receivable | $ 2,000,000 |
Note 14 - Equity and Stock Op52
Note 14 - Equity and Stock Options (Details Textual) - USD ($) | Mar. 26, 2016 | Jul. 01, 2015 | Jun. 11, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 01, 2007 |
Five Prism Executive Officers [Member] | Service-based Options [Member] | Vesting on the First Employment Anniversary Date [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] | Vesting at the End of Each of the 24 Months Following the First Employment Anniversary [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 66.67% | |||||||
Five Prism Executive Officers [Member] | Performance-based Options [Member] | Vesting at the End of Each of the 24 Months Following the First Employment Anniversary [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] | Vesting on the Second Employment Anniversary Date [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] | Vesting on the Third Employment Anniversary Date [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.34% | |||||||
Five Prism Executive Officers [Member] | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 135,000 | $ 135,000 | ||||||
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 | |||||||
Each Non-employee Directors [Member] | The 2008 Stock Option Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 3.06 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000 | |||||||
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 | |||||||
Performance-based Options [Member] | Minimum [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 0.00% | |||||||
Performance-based Options [Member] | Maximum [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, Vested, Number of Shares | 70,000 | |||||||
Allocated Share-based Compensation Expense | $ 19,000 | $ 93,000 | $ 38,000 | $ 95,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | 0 | 0 |