Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in the Company’s Form 10-K. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations. The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) requires the Company to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates all of these estimates and assumptions. The most important of these estimates and assumptions relate to fair value measurements, compensation and benefits, asset impairment, the ability to realize deferred tax assets, the recognition and measurement of uncertain tax positions, allowance for doubtful accounts and contingencies. Although these and other estimates and assumptions are based on the best available information, actual results could be different from these estimates. Changes in Accounting Principles. Leases. In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), which requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases with a lease term of more than twelve months. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of expenses and cash flows arising from a lease. The Company adopted ASU 2016-02 effective July 1, 2016. On the adoption date, the Company elected the practical expedient to not reassess whether any expired contracts contained leases. Additionally, the Company has elected to not apply the recognition standards of ASU 2016-02 to operating leases with effective terms of twelve months or less (“Short-Term Leases”). For Short-Term Leases, the Company recognizes lease payments on a straight-line basis over the lease term in the period in which the obligation for those payments is incurred. On the adoption date, all of the Company’s contracts constituting leases had expired or were Short Term Leases. Accordingly, the adoption of ASU 2016-02 required no changes in the accompanying condensed consolidated financial statements for any of the periods presented. Presentation of Debt Issuance Costs. On July 1, 2016, the Company implemented ASU 2015-03 Interest – Imputation of Interest (Topic 830) – Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs to be presented in the nature of debt discounts and its implementation results in reclassification of the prior periods. All of the Company’s debt issuance costs prior to the adoption of ASU 2015-03 on July 1, 2016 have been fully amortized or otherwise expensed as of March 31, 2017. Equity Compensation. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for share-based payments, including accounting for income taxes, forfeitures and statutory tax withholding requirements, and classification within the statement of cash flows. The Company prospectively adopted ASU 2016-09 on July 1, 2016. Upon adoption, the Company made an election to account for forfeitures of non-vested equity awards in the periods in which they occur. The other provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements for any of the periods presented. Income Taxes. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740), which requires that the Company recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The Company adopted ASU 2016-16 prospectively on July 1, 2016 with no effect on the accompanying condensed consolidated financial statements. Goodwill. In January 2017, the FASB issued ASU 2017-04 Intangibles – Goodwill and Other (Topic 350), which simplifies the subsequent measurement of goodwill by eliminating the quantitative test (“Step 2”) for impairment for any reporting unit with a zero or negative carrying amount based on a qualitative assessment (“Step1”). The Company adopted ASU 2017-01 on January 1, 2017 with no effect on the accompanying condensed consolidated financial statements. Business Combinations. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), which clarifies the definition of a business. In accordance with the provisions, the Company adopted ASU 2017-01 as of July 1, 2016 with no effect on the accompanying condensed consolidated financial statements. Significant Accounting Policies. Deferred Tax Assets. The Company has provided a full valuation allowance against its deferred tax assets because the Company has not been able to conclude that future utilization of its net operating loss carryforwards and other tax assets is more likely than not. Investment in GECC. On November 1, 2016, the Company deconsolidated its investment in GECC upon the Company no longer having a controlling financial interest in GECC. The Company determined that, by virtue of being GECC’s investment manager, the Company has significant influence (within the meaning of Accounting Standards Classification (“ASC”) Topic 323, Investments-Equity Method and Joint Ventures ), over GECC. Upon deconsolidation, the Company elected to account for its remaining 15% investment in GECC at fair value as permitted by ASC Topic 825, Financial Instruments . Segments. In November 2016, the Company changed its organizational structure in connection with the Merger. As a result, there was a change in the information that the Company’s chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance. Beginning in the quarter ended December 2016, the Company began reporting financial performance based on its new segment described in Note 8. The Company has recast certain prior period amounts to conform to the manner it currently internally manages and monitors segment performance. Deferred Purchase Price. The purchaser of the Company’s discontinued patent business is obligated to pay to the Company up to an additional $10,000, subject to adjustment for indemnification or claims of breach of representations and warranties. The Company performed an analysis as to the probability of the purchaser making such claims and was unable to conclude if, when, or what portion of such amount was probable of realization. This analysis was based on the uncertainty surrounding the enforceability of the sold patents, and the inability to ascertain the likelihood of favorable outcomes from related legal proceedings. The determination that such amount was not realizable at June 30, 2016 resulted in the Company concluding such amount constitutes contingent consideration. The Company expects to recognize the known or estimable portion of the additional consideration in the period it becomes realizable. Cash and Cash Equivalents. Cash and cash equivalents are comprised of cash and highly liquid investments with remaining maturities of 90 days or less at the date of purchase. Cash equivalents consist primarily of exchange traded money market funds. The Company is exposed to credit risk in the event of default by the financial institutions or the issuers of these investments to the extent the amounts on deposit or invested are in excess of amounts that are insured. Revenue Recognition. The revenues of the Company’s investment management segment primarily consist of management fees, performance fees and administrative and other fees. The base management fee from GECC is calculated at an annual rate of 1.50% of GECC’s average adjusted gross assets, including assets purchased with borrowed funds. The base management fee will be payable quarterly in arrears. The base management fee is calculated based on the average value of GECC’s gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial quarter are prorated. The incentive fee from GECC consists of two components, an investment income component and a capital gains component. Under the investment income component, on a quarterly basis, GECC will pay the Company 20% of the amount by which GECC’s pre-incentive fee net investment income (the “Pre-Incentive Fee Net Investment Income”) for the quarter exceeds a hurdle rate of 1.75% of GECC’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which the Company receives all of such income in excess of the 1.75% level but less than 2.1875% and subject to a total return requirement (described below). The effect of the “catch-up” provision is that, subject to the total return provision, if pre-incentive fee net investment income exceeds 2.1875% of GECC’s net assets at the end of the immediately preceding calendar quarter, in any calendar quarter, the Company will receive 20.0% of GECC’s pre-incentive fee net investment income as if the 1.75% hurdle rate did not apply. These calculations will be appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the then current quarter. Pre-Incentive Fee Net Investment Income includes any accretion of original issue discount, market discount, payment-in-kind interest, payment-in-kind dividends or other types of deferred or accrued income, including in connection with zero coupon securities, that the Company and its consolidated subsidiaries have recognized in accordance with GAAP, but have not yet received in cash (collectively, “Accrued Unpaid Income”). Pre-Incentive Fee Net Investment Income does not include any realized capital gains or losses or unrealized capital appreciation or depreciation. Any income incentive fee otherwise payable with respect to Accrued Unpaid Income (collectively, the “Accrued Unpaid Income Incentive Fees”) are deferred, on a security by security basis, and becomes payable only if, as, when and to the extent cash is received by GECCs in respect thereof. Any Accrued Unpaid Income that is subsequently reversed in connection with a write-down, write-off, impairment or similar treatment of the investment giving rise to such Accrued Unpaid Income will, in the applicable period of reversal, (A) reduce Pre-Incentive Fee Net Investment Income and (B) reduce the amount of Accrued Unpaid Income Incentive Fees previously deferred. Under the capital gains component of the incentive fee, GECC is obligated to pay the Company at the end of each calendar year 20% of the aggregate cumulative realized capital gains from November 4, 2016 through the end of that year, computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized depreciation through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. Payment of the incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of GECC’s pre-incentive fee net investment income will be payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations from and after November 4, 2016 exceeds the cumulative incentive fees accrued and/or paid from and after November 4, 2016. For the purposes of this calculation, the “cumulative net increase in net assets resulting from operations” is the sum of GECC’s pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation from and after November 4, 2016. Incentive fees are recorded on an accrual basis to the extent such amounts are contractually due. Accrued but unpaid incentive fees as of the reporting date are recorded in investment management fees receivable in the accompanying condensed consolidated balance sheets. Incentive fees are realized at the end of a measurement period, and in most cases annually. Once realized, such fees are not subject to reversal. Intangible Assets. The Company is amortizing the intangible asset recognized in connection with the acquisition described in Note 4 on a straight-line basis over the 22 months following the close of the acquisition in November 2016. GECC’s investment management agreement (the “IMA”) with GECM expires 22 months from the close of the acquisition unless renewed or earlier terminated at GECC’s option. Recently Issued Accounting Standards. Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which revised entities’ accounting related to: (1) the classification and measurement of investments in equity securities; and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. ASU 2016-01 also amends disclosure requirements associated with the fair value of financial instruments. The new guidance is effective for the Company’s fiscal year that begins on July 1, 2018 and requires a modified retrospective approach to adoption. Early adoption is only permitted for the provision related to instrument-specific credit risk. The Company believes that adoption of ASU 2016-01 will have no material impact on the accompanying condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses Measurement of Credit Losses on Financial Instruments Customer Revenue. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts with Customers (Topic 606): Deferral of the Effective Date . The Company is currently analyzing the potential impacts of early adoption of ASC Topic 606 in conjunction with its investment management business. The Company is contemplating early, retroactively adoption of the standards in Topic 606. The Company has performed a preliminary analysis of the impacts of adoption and currently does not believe it will have a material impact on revenue currently recognized from its quarterly investment management fees. The adoption may have an impact on the recognition timing of future incentive fees which could result in material differences in the Company’s financial position, results of operations, cash flows, and related disclosures in the period of adoption. The Company is contemplating adopting the Topic 606 related ASUs in the first interim period for its 2018 fiscal year. |