Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 01, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Entity Registrant Name | WALKER INNOVATION INC. | ||
Entity Central Index Key | 1,294,649 | ||
Trading Symbol | wlkr | ||
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) | 20,094,314 | ||
Entity Public Float | $ 7,249,927 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 24,041 | $ 10,285 |
Short-term investment | 25 | 25 |
Prepaid expenses and other current assets | 73 | 398 |
Total current assets | 24,139 | 10,708 |
Property and equipment, net | 9 | |
Other Assets: | ||
Investment, at fair value | 14,621 | |
Investment, at cost | 250 | |
TOTAL ASSETS | 24,139 | 25,588 |
Current Liabilities: | ||
Accounts payable | 121 | 214 |
Accrued expenses | 229 | 461 |
Deferred revenue | 316 | |
Total current liabilities | 350 | 991 |
TOTAL LIABILITIES | 350 | 991 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | 0 | 0 |
Common stock, $0.001 par value, 100,000,000 shares authorized; 21,184,744 and 21,134,744 shares issued and 20,094,314 and 20,741,572 outstanding as of December 31, 2017 and 2016 respectively | 21 | 21 |
Treasury stock, 1,090,430 and 393,172 shares, at cost as of December 31, 2017 and 2016, respectively | (1,122) | (840) |
Additional paid-in capital | 47,350 | 46,985 |
Accumulated deficit | (22,475) | (21,584) |
TOTAL STOCKHOLDERS' EQUITY | 23,789 | 24,597 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 24,139 | 25,588 |
Series B Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | $ 15 | $ 15 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 21,184,744 | 21,134,744 |
Common stock, shares outstanding (in shares) | 20,094,314 | 20,741,572 |
Treasury stock, shares (in shares) | 1,090,430 | 393,172 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, designated (in shares) | 14,999,000 | 14,999,000 |
Preferred stock shares issued (in shares) | 14,999,000 | 14,999,000 |
Preferred stock, shares outstanding (in shares) | 14,999,000 | 14,999,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Licensing fees | $ 300 | $ 1,642 |
Subscription revenue | 75 | |
Custom innovation – related party | 2,561 | |
Total revenues | 300 | 4,278 |
Cost of Revenues: | ||
Legal and consulting contingency fees | 35 | |
Cost of subscription revenue | 200 | |
Cost of custom innovation | 1,572 | |
Total cost of revenues | 1,807 | |
Net revenue | 300 | 2,471 |
Operating expenses: | ||
Other legal and consulting fees | 374 | 1,427 |
Patent prosecution and maintenance fees | 87 | 164 |
Compensation and benefits, includes non cash compensation of $0.4 million and $1.7 million, for 2017 and 2016, respectively | 1,722 | 3,793 |
Professional fees | 769 | 969 |
General and administrative | 493 | 814 |
Restructuring expenses | 575 | |
Total Operating Expenses | 3,445 | 7,742 |
Operating loss | (3,145) | (5,271) |
Other income – related party | 386 | 917 |
Unrealized gain on investment | 14,103 | |
Realized gain on sales of investment | 2,189 | 7,121 |
Interest income | 45 | 7 |
Net (loss) income before taxes | (525) | 16,877 |
Provision for income taxes | (366) | |
Net (loss) income | $ (891) | $ 16,877 |
Net (loss) income per common share | ||
Basic (in dollars per share) | $ (0.04) | $ 0.81 |
Diluted (in dollars per share) | $ (0.04) | $ 0.47 |
Weighted average common shares outstanding | ||
Basic (in shares) | 20,527,624 | 20,741,572 |
Diluted (in shares) | 20,527,624 | 35,973,231 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Non-cash stock based compensation | $ 0.4 | $ 1.7 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2015 | 14,999,000 | 21,135,000 | 394,000 | |||
Balance at Dec. 31, 2015 | $ 15 | $ 21 | $ (840) | $ 45,136 | $ (38,461) | $ 5,871 |
Stock based compensation | 1,849 | 1,849 | ||||
Net income (loss) | 16,877 | $ 16,877 | ||||
Options Exercised (in shares) | 0 | |||||
Related party payment in shares | ||||||
Balance (in shares) at Dec. 31, 2016 | 14,999,000 | 21,135,000 | 394,000 | |||
Balance at Dec. 31, 2016 | $ 15 | $ 21 | $ (840) | 46,985 | (21,584) | 24,597 |
Stock based compensation | 344 | 344 | ||||
Net income (loss) | (891) | $ (891) | ||||
Options Exercised (in shares) | 50,000 | 50,000 | ||||
Options exercised | 21 | $ 21 | ||||
Related party payment in shares | $ (282) | (282) | ||||
Balance (in shares) at Dec. 31, 2017 | 14,999,000 | 21,185,000 | 1,090,000 | |||
Balance at Dec. 31, 2017 | $ 15 | $ 21 | $ (1,122) | $ 47,350 | $ (22,475) | $ 23,789 |
Related party payment in shares (in shares) | 696,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (891) | $ 16,877 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Unrealized gain on investment | (14,103) | |
Realized gain on investment | (2,189) | (7,121) |
Stock-based compensation | 344 | 1,849 |
Depreciation and amortization | 9 | 36 |
Accelerated amortization related to write off of Haystack IQ asset | 213 | |
Decrease (increase) in: | ||
Accounts receivable and other receivable | (6) | 858 |
Prepaid and other current assets | 48 | 236 |
Increase (decrease) in: | ||
Accounts payable | (93) | (209) |
Accrued expenses | (231) | (105) |
Deferred expenses and deferred revenue | (316) | (1,404) |
Net cash used in operating activities | (3,325) | (2,873) |
Cash Flows from Investing Activities: | ||
Proceeds from sales of investments in Tagged and Upside | 18,362 | 7,500 |
Exercise of Upside Warrant | (759) | (225) |
Commission in connection with the sale of Upside Warrant | (543) | |
Net change in short-term investment | 25 | |
Net cash provided by investing activities | 17,060 | 7,300 |
Cash Flows from Financing Activities: | ||
Proceeds from exercise of options | 21 | |
Net cash provided by financing activities | 21 | |
Net increase in cash and cash equivalents | 13,756 | 4,427 |
Cash and cash equivalents | ||
Beginning | 10,285 | 5,858 |
Ending | 24,041 | 10,285 |
Supplemental disclosure of non-cash investing and financing transactions | ||
Reclassification as treasury stock of shares received in connection with settlement of related party matter (Note 9) | $ 282 |
Note 1 - The Company
Note 1 - The Company | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1. Walker Innovation Inc., a Delaware corporation (collectively, with its subsidiaries, the “Company” or “Walker Innovation”), seeks to develop and commercialize its unique portfolio of intellectual property assets through licensing and enforcement operations (“Licensing and Enforcement”). In response to challenging developments in the patent licensing and enforcement environment and the cessation of the Company ’s custom innovation work described below, the Company’s current plan of operations includes a carefully focused Licensing and Enforcement program, and an effort to acquire, through merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one Walker Digital, LLC (“Walker Digital”), a related party, is the owner of approximately 82% 48% 42% |
Note 2 - Business
Note 2 - Business | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 2. BUSINESS Nature of Business Licensing and Enforcement The Company seeks to develop, license and otherwise enforce patented technologies through its wholly owned subsidiaries. Historically, the Company generated revenues from the granting of intellectual property rights for the use of, or pertaining to, its patented technologies. The Company may ’s business model, because it provides the Company with a period of exclusive ownership during which the Company has the opportunity to recoup risk capital and generate a profit from inventions. The Company’s recent Licensing and Enforcement efforts have focused on a specific family of patents. The Company continues to investigate other potential infringers of its patents and may Innovation Business Prior to 2017, first 2016 one $575. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3. Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s wholly-owned subsidiaries over which the Company exercises control. Intercompany transactions and balances were eliminated in consolidation. Use of Estimates The preparation of Consolidated Financial Statements in conformity with US GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. Actual results could differ from these estimates. The Company ’s significant estimates and assumptions include stock-based compensation and the valuation allowance related to the Company’s deferred tax assets, and revenue recognition. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Cash and Cash Equivalents The Company maintains its cash in bank deposit and money market accounts that, at times, may three Short term Investments The Company classifies its investment consisting of a certificate of deposit with a maturity greater than three one Earnings (Loss) per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) applicable to common stock by the weighted-average number of shares of common stock outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. As of December 31, 201 7 2016, 201 7 201 6 Common Stock options 4,928,832 4,745,500 Convertible Preferred Stock 14,999,000 14,999,000 Potentially dilutive securities 19,927,832 19,744,500 A reconciliation of basic and diluted EPS is given in the following table: Year ended December 31, 201 7 Net Income (loss) Shares Amount per Share Basic EPS $ (891 ) 20,527,624 $ (0.04 ) No e ffect of Dilutive Securities: anti dilutive -- -- Diluted EPS $ (891 ) 20,527,624 $ (0.04 ) Year ended December 31, 201 6 Basic EPS $ 16,877 20,741,572 $ 0.81 E ffect of Dilutive Securities — 15,231,659 — Diluted EPS $ 16,877 35,973,231 $ 0.47 Revenue Recognition Licensing and Enforcement The Company derives its revenue from patent licensing and enforcement. In general, these revenue arrangements 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. A significant number of the patent licenses are granted on the entire portfolio rather than individual patents. Most of the intellectual property rights granted are perpetual in nature, extending until the expiration of the related patents, although they can be granted for a defined, relatively short period of time. The Company recognizes licensing and enforcement fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. Haystack IQ On March 31, 2016, one $575. Custom Innovation Revenu es were recognized as services were performed using the percentage of completion method for fixed price contracts. Revenues were determined by multiplying the estimated margin at completion for each contract by the project’s percentage of completion to date, adding costs incurred to date, and subtracting revenues recognized in prior periods. In applying the percentage-of-completion method to these contracts, the Company measured the extent of progress toward completion as the ratio of costs incurred to date over total estimated costs at completion. As work was performed under contracts, estimates of the costs to complete were regularly reviewed and updated. As changes in estimates of total costs at completion on projects were identified, appropriate earnings adjustments were recorded using the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts were recorded during the period in which such losses become evident. Profit incentives and/or award fees were recorded as revenues when the amounts were both probable and reasonably estimable. Costs Associated with Revenue Licensing and Enforcement Contingent legal and consulting fees are expensed in the Consolidated Statements of Operations in the period that the related revenues are recognized. In instances where there are no no may no Haystack IQ Cost of services was comprised of compensation for Company employees within the software and systems engineering groups in addition to data costs and amortization expenses. The expenses related to hosted software applications were affected by the number of customers who subscribed to our products and the complexity and redundancy of our software applications and hosting infrastructure. The Company expensed these costs as they were incurred. On March 31, 2016, one $575. Custom Innovation Costs represent ed the staff and related other costs associated with any of the services provided. Fair Value Measurements The carrying amounts of cash and cash equivalents, the short term investment, accounts receivable, accounts payable approximate fair value due to the short-term nature of these instruments. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not Level 3. Significant unobservable inputs that cannot be corroborated by market data. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. Investment In cases where the Company ’s investment is less than 20% not The Company elected the fair value option for its investment in The Upside Commerce Group, LLC, formerly known as Flexible Travel Company, LLC (“Upside”). The investment was classified as a Level 3 December 31, 2016 until its disposal in June 2017. On June 2, 2017, 12,650,000 June 2, 2017, $0.06 Upside Warrant”) previously granted to the Company by Jay S. Walker, the controlling stockholder of Walker Digital. The Upside Class A Common Shares were redeemed at $1.43182745 $16.8 no T he fair value of this investment was approximately $14,621 December 31, 2016 ( 6 The following table sets forth a summary of the changes in the fair value of the Company ’s Level 3 For the Years Ended December 31, 201 7 201 6 Beginning balance $ 14,621 $ 672 Change in fair value of Upside Warrant 3,491 18,283 Exercise and sale of Upside Warrant (18,112 ) (4,334 ) Ending balance $ -- $ 14,621 While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected, are recognized as an unrealized gain on investment in the Consolidated Statements of Operations. Revenue Concentrations The Company considers significant revenue concentrations to be counterparties or customers who account for 10% December 31, 201 7, $300 one December 31, 2016, 93% three one Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured on the measurement date and re-measured on each financial reporting date and vesting date until the service period is complete. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes employee stock-based compensation expense on a straight line basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense is reflected within operating expenses and cost of sales in the Consolidated Statements of Operations. Property and Equipment, net Property and equipment consist primarily of computer and network hardware and are stated at cost net of accumulated depreciation and amortization expenses. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the lease. Lease amortization is included in depreciation expense. Equipment and software are depreciated on a straight-line basis over two five Deferred Revenue Deferred revenue represents amounts to be recognized in connection with the amortization of the Upside Warrant (See Note 6 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not not ’s income tax returns are recognized in the Consolidated Financial Statements if such positions are more likely than not On December 22, 2017, relates to a significant corporate rate reduction. The Act reduces the corporate tax rate to 21 January 1, 2018. 740, Recent Accounting Pronouncements In May 2014, 2014 09, July 2015, No. 2015 14, December 15, 2017. January 1, 2017. March 2016, No. 2016 08, 2014 09. April 2016, No. 2016 10, May 2016, No. 2016 12, No. 2014 09. 2016 20 606, December 2016, February 2017, No. 2017 - 05, 610.20 No. 2014 09. The Company has completed its analysis of the new revenue standards, which were adopted on January 1, 2018, not ’s Licensing and Enforcement contracts with its customers have a single performance obligation – the transfer of a license to functional intellectual property – and therefore, revenue would be recognized at the point in time when license is transferred. Contract consideration is generally in the form of a fixed, non-refundable, upfront cash payment received shortly after contracts are signed. The Company has decided to adopt the modified retrospective method on January 1, 2018. 2017 not January 1, 2018 not In June 2016, No. 2016 13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments No. 2016 13” 2016 13 No. 2016 13 January 1, 2020. January 1, 2019. In August 2016, No. 2016 15, Classification of Certain Cash Receipts and Cash Payments No. 2016 15” eight December 15, 2017, In October 2016, No. 2016 16, Income Taxes: Intra-Entity Transfers of Assets Other than Inventory No. 2016 16” December 15, 2017. not In November 2016, No. 2016 18, Statement of Cash Flows: Restricted Cash No. 2016 18” December 15, 2017. not In January 2017, 2017 01, Business Combinations (Topic 805 December 15, 2017, In May 2017, 2017 09, —Stock Compensation (Topic 718 1 2 718, 718. December 15, 2017. not In July 2017, 2017 11, per Share (Topic 260 480 815 2017 11 two no no 260 470 20, 260 480 not December 15, 2018. December 15, 2019, December 15, 2020. not not not Subsequent Events Subsequent events have been evaluated through the date of filing. |
Note 4 - Prepaid Expenses and O
Note 4 - Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Prepaid Expense and Other Assets Disclosure [Text Block] | NOTE 4 . PREPAID EXPENSES AND OTHER CURRENT ASSETS As of December 31, 201 7 2016 201 7 201 6 Prepaid insurance $ 42 $ 61 Prepaid patent costs 3 11 Due from Walker Digital and Upside 1 301 Other prepaid expenses 27 25 Total prepaid expenses and other current assets $ 73 $ 398 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 . PROPERTY AND EQUIPMENT As of December 31, 201 7 2016 201 7 201 6 Computer equipment and software $ 9 $ 30 Less: Accumulated Depreciation (1) (9 ) (21 ) Total property and equipment, net $ — $ 9 ( 1 Excludes $213 2016. |
Note 6 - Investments
Note 6 - Investments | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Cost-method Investments, Description [Text Block] | NOTE 6 . INVESTMENTS Investment in Tagged The Company received 57,000 $250 $250 April 2017, $244 $6 $250 one Investment in The Upside Commerce Group, LLC The Company entered into a Shared Services Agreement (the “Upside Services Agreement,”) dated as of December 4, 2015, ’s controlling stockholder, regarding the provision of executive management, marketing, innovation, legal and financial consulting services. There are no In connection with the Upside Services Agreement, the Company was granted a warrant to purchase limited liability company interests in Upside at an exercise price of $0.06 December 31, 2015, 37% 16,400,000 16% December 31, 2015. not On November 21, 2016 “November 2,500,000 “November $2.00 not 1933. November $0.06 November November $4.7 The Company entered into a Securities Purchase Agreement dated as of December 5, 2016 ( “December November 1,250,000 $2.00 not 1933. December of the Upside Warrant at a price of $0.06 $2.4 may 12,650,000 11% In connection with the November December $7.1 December 31, 2016. $14.1 December 31, 2016 The fair value of the Upside Warrant at December 31, 2016 $14.6 – 1.93%, 66.0%, 5 $1.16 Valuation of Privately-Held-Company Equity Securities Issues as Compensation. 1.79%, 50%, 5 On June 2, 2017, 12,650,000 June 2, 2017, $0.06 $1.43182745 ’s Audit Committee. Net proceeds from the transaction after giving effect to fees and the exercise price was approximately $16.8 $2,189. no In connection with the issuance of the Upside Warrant, the Company recorded deferred revenue of $6 71 $316 $330 December 31, 2017 2016, |
Note 7 - Shared Services Agreem
Note 7 - Shared Services Agreement | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Agreement [Text Block] | NOTE 7 . SHARED SERVICES AGREEMENT Walker Digital Management, LLC The Company has a Shared Services Agreement (“WDM Shared Services Agreement”) with Walker Digital Management, LLC (“WDM”). The cost of such services varies monthly based on the terms of the WDM Shared Services Agreement. The incurred expenses include but are not The following table represents operating expenses contributed by WDM on behalf of the Company and expenses incurred under the WDM Shared Services Agreement for the years ended December 31, 201 7 2016: 201 7 201 6 Compensation Expenses (1) $ 7 $ (27 ) Rent and Utilities 131 174 Office Services and Supplies 17 36 Telephone 4 39 Other 44 74 Total Operating Expenses $ 203 $ 296 ( 1 Compensation expenses are net of services charged to WDM. During the years ended December 31, 201 7 2016, $0 $41 As of December 31, 201 7 2016, $0 $283, $12, $59, December 31, 2017 2016 The Upside Commerce Group, LLC In December 2015, s ended December 31, 2017 2016 $70 $461 $1 $18 December 31, 2017 2016, |
Note 8 - Commitments and Contin
Note 8 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 8 . COMMITMENTS AND CONTINGENCIES Leases The Company ’s corporate headquarters is located at Two High Ridge Park, Stamford, Connecticut. The Company leases space pursuant to the WDM Shared Services Agreement. The lease will expire in September 2018. $103. Litigation The Company is subject to claims, counterclaims and legal actions that arise in the ordinary course of business. The plaintiff in each patent suit may may may no December 31, 2017 2016, not Accrued Bonuses As of December 31, 201 7 2016, $18 $100, |
Note 9 - Equity
Note 9 - Equity | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 . EQUITY The Company has authorized and issued an aggregate of 100,000,000 $0.001 15,000,000 $0.001 14,999,000 December 31, 2017 2016, 21,184,744 21,134,744 20,094,314 20,741,572 14,999,000 Common Stock The holders of our common stock are entitled to one not may pari passu Upon liquidation, dissolution or winding-up of the Company the holders of the common stock and the holders of the Series B Convertible Preferred Stock, based on the number of shares of the Company ’s common stock into which the Series B Convertible Preferred Stock is convertible, are entitled to share ratably in all assets of the Company which are legally available for distribution, after payment of or provision for all actual and potential liabilities and the liquidation preference of any outstanding preferred stock bearing such a preference, of which currently there are none. no Series B Convertible Preferred Stock Holders of the Series B Convertible Preferred Stock are entitled at any time to convert their shares of Series B Convertible Preferred Stock into an equal number of shares of the Company ’s common stock, subject to adjustment in the event of a stock dividend, subdivision or combination of the Company’s common stock. Upon liquidation, dissolution or winding-up of the Company, the holders of our common stock and the holders of the Series B Convertible Preferred Stock, based on the number of shares of the Company’s common stock into which the Series B Convertible Preferred Stock is convertible, are entitled to share ratably in all assets of the Company which are legally available for distribution, after payment of or provision for all actual and potential liabilities and the liquidation preference of any outstanding preferred stock bearing such a preference, of which currently there are none. may pari passu 80.0% may Treasury Shares On November 28, 2016, third $125 $125 six . On May 24, 2017, $125. December 18, 2017, $157, |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 1 0 – STOCK-BASED COMPENSATION Option Repricing On January 12, 2017, ’s Board of Directors, and Walker Digital, a stockholder entitled to vote 2,358,500 14,999,000 82.3% one February 19, 2017. $1.37 2,743,000 58% $0.43. The impact of the repricing was a one $216, $114 first 2017 $102 Stock-based Compensation Total stock-based compensation to employees and non-employees for the years ended December 31, 201 7 2016 201 7 201 6 Employee Option Awards $ 343 $ 1,771 Non-employee Compensation Expense 1 78 Total Compensation Expense $ 344 $ 1,849 Primarily all of the stock-based compensation incurred in 2017 cluded in Compensation expense in the Consolidated Statement of Operations for the year ended December 31, 2017. 2016, December 31, 2016, $42 $78, Stock-Based Compensation Plans The Company ’s Board of Directors has adopted two 2006 2015 not may not 1,000,000 As of December 31, 201 7, 678,510 Stock Option Awards The following table summarizes the Company ’s stock option award activity: Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2016 4,263,166 $ 3.01 Options Granted 1,160,000 0.33 Options Exercised — — Options Cancelled (372,497 ) 3.22 Options Forfeited (305,169 ) 2.29 Outstanding at December 31, 2016 4,745,500 $ 2.38 Options Granted 640,000 0.39 Options Exercised (50,000 ) 0.42 Options Cancelled /Forfeited (406,668 ) 2.16 Outstanding at December 31, 2017 4,928,832 $ 0.64 Options Vested and Exercisable at December 31, 2017 4,076,155 $ 0.70 The stock option awards are exercisable at various times through 20 20. December 31, 2017, Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Per Share Options Exercisable Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life $0.00 - 0.50 4,516,332 6.92 $ 0.39 3,663,655 $ 0.40 6.46 $0.51 - 1.00 — — — — — — $1.01 - 1.50 40,000 0.44 1.37 40,000 1.37 0.44 $1.51 - 2.00 -- -- -- -- -- -- $2.01 - 2.50 — — — — — — $2.51 – 3.00 47,500 6.73 2.66 47,500 2.66 6.73 $3.01 – 3.50 125,000 6.41 3.18 125,000 3.18 6.41 $3.51 – 4.00 -- -- -- -- -- -- $4.01 – 4.50 200,000 5.88 4.05 200,000 4.05 5.88 Total 4,928,832 6.81 $ 0.64 4,076,155 $ 0.70 6.37 As of December 31, 2017, $139 2.1 The total fair value of the 400,161 $5.18 December 31, 2017, $187 6.8 not no December 31, 2017 2016 50,000 zero December 31, 2017 2016, Other selected information is as follows: 201 7 201 6 Aggregate intrinsic value of outstanding options at December 31 $ 251 $ 85 Weighted average fair value per share of options granted during year $ 0.09 $ 0.15 Total intrinsic value of options exercised during the year 7 -- The fair value of stock option awards granted is estimated on the date of grant using a Black-Scholes option pricing model. The expected life of the options was calculated using the simplified method, using the average of the contractual term and the vesting period and the Company used historical volatility rates to calculate the expected volatility used to calculate the fair value of options granted. Management monitors stock option exercises and employee termination patterns to estimate forfeiture rates within the valuation model. The expected holding period of options represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the expected life of the option is based on the interest rate of the U.S. Treasury note in effect on the date of the grant. The table below presents the weighted average assumptions used to calculate the fair value of stock option awards granted during the years ended December 31, 201 7 2016, 201 7 201 6 Risk Free Interest Rate 1.37 – 2.03% 0.74 – 1.49% Expected Volatility 98.9 – 102.2% 91.1% – 91.8% Dividend Yield 0% 0% Expected Life in Years 6.0 6.0 Stock-based Compensation to Non-employees Stock-based compensation expense related to stock-based awards to non-employees is recognized as the stock-based awards are earned, generally through the provision of services. The Company believes that the fair value of the stock-based awards is more reliably measurable than the fair value of the services received. The fair value of the granted stock-based awards is remeasured at each reporting date. |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 1 1 —INCOME TAXES The Company ’s deferred tax assets consisted of the effects of temporary differences attributable to the following: As of December 31, 201 7 201 6 Deferred Tax Asset Net-operating loss carryforward $ 4,350 $ 9,648 Unrealized gain on investment — (5,633 ) Stock-based compensation 1,433 2,532 Others (25 ) (40 ) Total Deferred Tax Assets 5,758 6,507 Valuation Allowance (5,758 ) (6,507 ) Deferred Tax Asset, Net of Allowance $ — $ — As of December 31, 201 7, $10.2, 2033. 1986, change of ownership as defined within Section 382 382 December 31, 2016. not change of ownership as of the year ended December 31, 2016. 2017 not change of ownership , effective through December 31, 2017, not In assessing the realization of deferred tax assets, management considers whether it is more likely than not not not December 31, 201 7 2016. December 31, 2014, 2015 2016, The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: For the Years Ended December 31, 201 7 201 6 Statutory Federal Income Tax Rate 34.0 % 34.0 % State Taxes, Net of Federal Tax Benefit (9.4 )% 5.9 % Change in Federal Rate (213.4 )% — Return to Provision (1.4 )% — Change in Valuation Reserve 117.1 % (39.9 )% Permanent items and other 3.2 % — Income Tax Provision (69.9 )% 0.0 % For the Years Ended December 31, 201 7 201 6 Federal Current $ 273 $ — Deferred 1,753 5,660 State Current 93 — Deferred (1,010 ) 1,005 Income Tax Provision (Benefit) 1,109 6,665 Valuation allowance (743 ) (6,665 ) Income Tax Provision (Benefit), net of valuation allowance $ 366 $ — The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. not not December 31, 201 7 2016, not The Act signed into law in December 2017, not 1 35% 21% 2 minimum tax (AMT) and changing how the credits can be realized and ( 3 4 December 31, 2017. 21%, January 1, 2018. 740, December 22, 2017. After enactment, the SEC issued SAB 118, 118, ative information about the income tax effects of the Act and disclose existing current or deferred tax amounts also effected. Management has reviewed the effect of the new law and the implementation of SAB 118 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and include the assets, liabilities, revenues and expenses of the Company’s wholly-owned subsidiaries over which the Company exercises control. Intercompany transactions and balances were eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of Consolidated Financial Statements in conformity with US GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. Actual results could differ from these estimates. The Company ’s significant estimates and assumptions include stock-based compensation and the valuation allowance related to the Company’s deferred tax assets, and revenue recognition. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company maintains its cash in bank deposit and money market accounts that, at times, may three |
Short-term Investments , Policy [Policy Text Block] | Short term Investments The Company classifies its investment consisting of a certificate of deposit with a maturity greater than three one |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) applicable to common stock by the weighted-average number of shares of common stock outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. As of December 31, 201 7 2016, 201 7 201 6 Common Stock options 4,928,832 4,745,500 Convertible Preferred Stock 14,999,000 14,999,000 Potentially dilutive securities 19,927,832 19,744,500 A reconciliation of basic and diluted EPS is given in the following table: Year ended December 31, 201 7 Net Income (loss) Shares Amount per Share Basic EPS $ (891 ) 20,527,624 $ (0.04 ) No e ffect of Dilutive Securities: anti dilutive -- -- Diluted EPS $ (891 ) 20,527,624 $ (0.04 ) Year ended December 31, 201 6 Basic EPS $ 16,877 20,741,572 $ 0.81 E ffect of Dilutive Securities — 15,231,659 — Diluted EPS $ 16,877 35,973,231 $ 0.47 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Licensing and Enforcement The Company derives its revenue from patent licensing and enforcement. In general, these revenue arrangements 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. A significant number of the patent licenses are granted on the entire portfolio rather than individual patents. Most of the intellectual property rights granted are perpetual in nature, extending until the expiration of the related patents, although they can be granted for a defined, relatively short period of time. The Company recognizes licensing and enforcement fees when there is persuasive evidence of a licensing arrangement, fees are fixed or determinable, delivery has occurred and collectability is reasonably assured. Haystack IQ On March 31, 2016, one $575. Custom Innovation Revenu es were recognized as services were performed using the percentage of completion method for fixed price contracts. Revenues were determined by multiplying the estimated margin at completion for each contract by the project’s percentage of completion to date, adding costs incurred to date, and subtracting revenues recognized in prior periods. In applying the percentage-of-completion method to these contracts, the Company measured the extent of progress toward completion as the ratio of costs incurred to date over total estimated costs at completion. As work was performed under contracts, estimates of the costs to complete were regularly reviewed and updated. As changes in estimates of total costs at completion on projects were identified, appropriate earnings adjustments were recorded using the cumulative catch-up method. Provisions for estimated losses on uncompleted contracts were recorded during the period in which such losses become evident. Profit incentives and/or award fees were recorded as revenues when the amounts were both probable and reasonably estimable. |
Cost of Sales, Policy [Policy Text Block] | Costs Associated with Revenue Licensing and Enforcement Contingent legal and consulting fees are expensed in the Consolidated Statements of Operations in the period that the related revenues are recognized. In instances where there are no no may no Haystack IQ Cost of services was comprised of compensation for Company employees within the software and systems engineering groups in addition to data costs and amortization expenses. The expenses related to hosted software applications were affected by the number of customers who subscribed to our products and the complexity and redundancy of our software applications and hosting infrastructure. The Company expensed these costs as they were incurred. On March 31, 2016, one $575. Custom Innovation Costs represent ed the staff and related other costs associated with any of the services provided. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The carrying amounts of cash and cash equivalents, the short term investment, accounts receivable, accounts payable approximate fair value due to the short-term nature of these instruments. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not Level 3. Significant unobservable inputs that cannot be corroborated by market data. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. |
Investment, Policy [Policy Text Block] | Investment In cases where the Company ’s investment is less than 20% not The Company elected the fair value option for its investment in The Upside Commerce Group, LLC, formerly known as Flexible Travel Company, LLC (“Upside”). The investment was classified as a Level 3 December 31, 2016 until its disposal in June 2017. On June 2, 2017, 12,650,000 June 2, 2017, $0.06 Upside Warrant”) previously granted to the Company by Jay S. Walker, the controlling stockholder of Walker Digital. The Upside Class A Common Shares were redeemed at $1.43182745 $16.8 no T he fair value of this investment was approximately $14,621 December 31, 2016 ( 6 The following table sets forth a summary of the changes in the fair value of the Company ’s Level 3 For the Years Ended December 31, 201 7 201 6 Beginning balance $ 14,621 $ 672 Change in fair value of Upside Warrant 3,491 18,283 Exercise and sale of Upside Warrant (18,112 ) (4,334 ) Ending balance $ -- $ 14,621 While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument by instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected, are recognized as an unrealized gain on investment in the Consolidated Statements of Operations. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Revenue Concentrations The Company considers significant revenue concentrations to be counterparties or customers who account for 10% December 31, 201 7, $300 one December 31, 2016, 93% three one |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally measured on the measurement date and re-measured on each financial reporting date and vesting date until the service period is complete. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes employee stock-based compensation expense on a straight line basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense is reflected within operating expenses and cost of sales in the Consolidated Statements of Operations. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, net Property and equipment consist primarily of computer and network hardware and are stated at cost net of accumulated depreciation and amortization expenses. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the lease. Lease amortization is included in depreciation expense. Equipment and software are depreciated on a straight-line basis over two five |
Revenue Recognition, Deferred Revenue [Policy Text Block] | Deferred Revenue Deferred revenue represents amounts to be recognized in connection with the amortization of the Upside Warrant (See Note 6 |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not not ’s income tax returns are recognized in the Consolidated Financial Statements if such positions are more likely than not On December 22, 2017, relates to a significant corporate rate reduction. The Act reduces the corporate tax rate to 21 January 1, 2018. 740, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, 2014 09, July 2015, No. 2015 14, December 15, 2017. January 1, 2017. March 2016, No. 2016 08, 2014 09. April 2016, No. 2016 10, May 2016, No. 2016 12, No. 2014 09. 2016 20 606, December 2016, February 2017, No. 2017 - 05, 610.20 No. 2014 09. The Company has completed its analysis of the new revenue standards, which were adopted on January 1, 2018, not ’s Licensing and Enforcement contracts with its customers have a single performance obligation – the transfer of a license to functional intellectual property – and therefore, revenue would be recognized at the point in time when license is transferred. Contract consideration is generally in the form of a fixed, non-refundable, upfront cash payment received shortly after contracts are signed. The Company has decided to adopt the modified retrospective method on January 1, 2018. 2017 not January 1, 2018 not In June 2016, No. 2016 13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments No. 2016 13” 2016 13 No. 2016 13 January 1, 2020. January 1, 2019. In August 2016, No. 2016 15, Classification of Certain Cash Receipts and Cash Payments No. 2016 15” eight December 15, 2017, In October 2016, No. 2016 16, Income Taxes: Intra-Entity Transfers of Assets Other than Inventory No. 2016 16” December 15, 2017. not In November 2016, No. 2016 18, Statement of Cash Flows: Restricted Cash No. 2016 18” December 15, 2017. not In January 2017, 2017 01, Business Combinations (Topic 805 December 15, 2017, In May 2017, 2017 09, —Stock Compensation (Topic 718 1 2 718, 718. December 15, 2017. not In July 2017, 2017 11, per Share (Topic 260 480 815 2017 11 two no no 260 470 20, 260 480 not December 15, 2018. December 15, 2019, December 15, 2020. not not not |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events Subsequent events have been evaluated through the date of filing. |
Note 3 - Summary of Significa20
Note 3 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 201 7 201 6 Common Stock options 4,928,832 4,745,500 Convertible Preferred Stock 14,999,000 14,999,000 Potentially dilutive securities 19,927,832 19,744,500 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year ended December 31, 201 7 Net Income (loss) Shares Amount per Share Basic EPS $ (891 ) 20,527,624 $ (0.04 ) No e ffect of Dilutive Securities: anti dilutive -- -- Diluted EPS $ (891 ) 20,527,624 $ (0.04 ) Year ended December 31, 201 6 Basic EPS $ 16,877 20,741,572 $ 0.81 E ffect of Dilutive Securities — 15,231,659 — Diluted EPS $ 16,877 35,973,231 $ 0.47 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | For the Years Ended December 31, 201 7 201 6 Beginning balance $ 14,621 $ 672 Change in fair value of Upside Warrant 3,491 18,283 Exercise and sale of Upside Warrant (18,112 ) (4,334 ) Ending balance $ -- $ 14,621 |
Note 4 - Prepaid Expenses and21
Note 4 - Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Prepaid Expense and Other Assets [Table Text Block] | 201 7 201 6 Prepaid insurance $ 42 $ 61 Prepaid patent costs 3 11 Due from Walker Digital and Upside 1 301 Other prepaid expenses 27 25 Total prepaid expenses and other current assets $ 73 $ 398 |
Note 5 - Property and Equipme22
Note 5 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 201 7 201 6 Computer equipment and software $ 9 $ 30 Less: Accumulated Depreciation (1) (9 ) (21 ) Total property and equipment, net $ — $ 9 |
Note 7 - Shared Services Agre23
Note 7 - Shared Services Agreement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Expenses by Category [Table Text Block] | 201 7 201 6 Compensation Expenses (1) $ 7 $ (27 ) Rent and Utilities 131 174 Office Services and Supplies 17 36 Telephone 4 39 Other 44 74 Total Operating Expenses $ 203 $ 296 |
Note 10 - Stock-based Compens24
Note 10 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Share-based Compensation, Activity [Table Text Block] | 201 7 201 6 Employee Option Awards $ 343 $ 1,771 Non-employee Compensation Expense 1 78 Total Compensation Expense $ 344 $ 1,849 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price Outstanding at January 1, 2016 4,263,166 $ 3.01 Options Granted 1,160,000 0.33 Options Exercised — — Options Cancelled (372,497 ) 3.22 Options Forfeited (305,169 ) 2.29 Outstanding at December 31, 2016 4,745,500 $ 2.38 Options Granted 640,000 0.39 Options Exercised (50,000 ) 0.42 Options Cancelled /Forfeited (406,668 ) 2.16 Outstanding at December 31, 2017 4,928,832 $ 0.64 Options Vested and Exercisable at December 31, 2017 4,076,155 $ 0.70 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Range of Exercise Prices Options Outstanding Weighted Average Remaining Contractual Life in Years Weighted Average Exercise Price Per Share Options Exercisable Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life $0.00 - 0.50 4,516,332 6.92 $ 0.39 3,663,655 $ 0.40 6.46 $0.51 - 1.00 — — — — — — $1.01 - 1.50 40,000 0.44 1.37 40,000 1.37 0.44 $1.51 - 2.00 -- -- -- -- -- -- $2.01 - 2.50 — — — — — — $2.51 – 3.00 47,500 6.73 2.66 47,500 2.66 6.73 $3.01 – 3.50 125,000 6.41 3.18 125,000 3.18 6.41 $3.51 – 4.00 -- -- -- -- -- -- $4.01 – 4.50 200,000 5.88 4.05 200,000 4.05 5.88 Total 4,928,832 6.81 $ 0.64 4,076,155 $ 0.70 6.37 |
Schedule of Share-based Payment Award, Stock Options, Other Selected Information [Table Text Block] | 201 7 201 6 Aggregate intrinsic value of outstanding options at December 31 $ 251 $ 85 Weighted average fair value per share of options granted during year $ 0.09 $ 0.15 Total intrinsic value of options exercised during the year 7 -- |
Schedule of Assumptions Used [Table Text Block] | 201 7 201 6 Risk Free Interest Rate 1.37 – 2.03% 0.74 – 1.49% Expected Volatility 98.9 – 102.2% 91.1% – 91.8% Dividend Yield 0% 0% Expected Life in Years 6.0 6.0 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 201 7 201 6 Deferred Tax Asset Net-operating loss carryforward $ 4,350 $ 9,648 Unrealized gain on investment — (5,633 ) Stock-based compensation 1,433 2,532 Others (25 ) (40 ) Total Deferred Tax Assets 5,758 6,507 Valuation Allowance (5,758 ) (6,507 ) Deferred Tax Asset, Net of Allowance $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 201 7 201 6 Statutory Federal Income Tax Rate 34.0 % 34.0 % State Taxes, Net of Federal Tax Benefit (9.4 )% 5.9 % Change in Federal Rate (213.4 )% — Return to Provision (1.4 )% — Change in Valuation Reserve 117.1 % (39.9 )% Permanent items and other 3.2 % — Income Tax Provision (69.9 )% 0.0 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the Years Ended December 31, 201 7 201 6 Federal Current $ 273 $ — Deferred 1,753 5,660 State Current 93 — Deferred (1,010 ) 1,005 Income Tax Provision (Benefit) 1,109 6,665 Valuation allowance (743 ) (6,665 ) Income Tax Provision (Benefit), net of valuation allowance $ 366 $ — |
Note 1 - The Company (Details T
Note 1 - The Company (Details Textual) - Walker Digital Holdings, LLC [Member] | Dec. 31, 2017 |
Percentage for Voting Interest | 82.00% |
Percentage for Economic Ownership Interest | 48.00% |
Percentage for Economic Ownership Interest, Diluted | 42.00% |
Note 2 - Business (Details Text
Note 2 - Business (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Charges | $ 575 | ||
Haystack IQ [Member] | |||
Restructuring Charges | $ 575 |
Note 3 - Summary of Significa28
Note 3 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Jun. 02, 2017 | Dec. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Restructuring Charges | $ 575 | |||||
Investments, Fair Value Disclosure | 14,621 | |||||
Revenues | $ 300 | $ 4,278 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 34.00% | 34.00% | |||
Subsequent Event [Member] | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||||
Equipment and Software [Member] | Minimum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 2 years | |||||
Equipment and Software [Member] | Maximum [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
Number of Major Customers | 3 | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||||
Concentration Risk, Percentage | 93.00% | |||||
Common Class A [Member] | ||||||
Proceeds from Warrant Exercises | $ 16,800 | |||||
Common Class A [Member] | Upside [Member] | ||||||
Stock Redeemed or Called During Period, Shares | 12,650,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | |||||
Stock Redeemed or Called, Redemption Price Per Share | $ 1.43182745 | |||||
Haystack IQ [Member] | ||||||
Restructuring Charges | $ 575 |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies - Financial Instruments Were Not Included in Diluted Loss Per Share Calculation (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Potentially dilutive securities (in shares) | 19,927,832 | 19,744,500 |
Employee Stock Option [Member] | ||
Potentially dilutive securities (in shares) | 4,928,832 | 4,745,500 |
Convertible Equity Securities, Preferred Stock [Member] | ||
Potentially dilutive securities (in shares) | 14,999,000 | 14,999,000 |
Note 3 - Summary of Significa30
Note 3 - Summary of Significant Accounting Policies - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income, basic | $ (891) | $ 16,877 |
Basic EPS (in shares) | 20,527,624 | 20,741,572 |
Basic EPS, amount per share (in dollars per share) | $ (0.04) | $ 0.81 |
Effect of Dilutive Securities: (in shares) | 15,231,659 | |
Income, diluted | $ (891) | $ 16,877 |
Diluted EPS (in shares) | 20,527,624 | 35,973,231 |
Diluted EPS, amount per share (in dollars per share) | $ (0.04) | $ 0.47 |
Note 3 - Summary of Significa31
Note 3 - Summary of Significant Accounting Policies - Fair Value Liabilities Measured on Recurring Basis (Details) - Fair Value, Inputs, Level 3 [Member] - Upside Warrant [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning balance | $ 14,621 | $ 672 |
Change in fair value of Upside Warrant | 3,491 | 18,283 |
Exercise and sale of Upside Warrant | (18,112) | (4,334) |
Ending balance | $ 14,621 |
Note 4 - Prepaid Expenses and32
Note 4 - Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid insurance | $ 42 | $ 61 |
Prepaid patent costs | 3 | 11 |
Due from Walker Digital and Upside | 1 | 301 |
Other prepaid expenses | 27 | 25 |
Total prepaid expenses and other current assets | $ 73 | $ 398 |
Note 5 - Property and Equipme33
Note 5 - Property and Equipment (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Haystack IQ [Member] | |
Depreciation | $ 213 |
Note 5 - Property and Equipme34
Note 5 - Property and Equipment - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Computer equipment and software | $ 9 | $ 30 | |
Less: Accumulated Depreciation (1) | [1] | (9) | (21) |
Total property and equipment, net | $ 9 | ||
[1] | Excludes $213 of accelerated depreciation recorded in connection with the Haystack IQ restructuring charge in 2016. |
Note 6 - Investments (Details T
Note 6 - Investments (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2017 | Dec. 05, 2016 | Nov. 21, 2016 | Apr. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Gain (Loss) on Sale of Equity Investments | $ 2,400 | $ 4,700 | ||||||
Gain (Loss) on Sale of Investments | $ 2,189 | $ 2,189 | $ 7,121 | |||||
Unrealized Gain (Loss) on Investments | 14,103 | |||||||
Investments in Affiliates, Subsidiaries, Associates, and Joint Ventures, Fair Value Disclosure | 14,621 | |||||||
Deferred Revenue | 671 | |||||||
Other Income [Member] | ||||||||
Deferred Revenue, Revenue Recognized | $ 316 | $ 330 | ||||||
Black-Scholes Method [Member] | Investment in Upside [Member] | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.93% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 66.00% | |||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||
Option Pricing Method Backsolve [Member] | Investment in Upside [Member] | ||||||||
Investment Price Per Share | $ 1.16 | |||||||
Option Pricing Method Backsolve [Member] | Underlying Shares of Warrants [Member] | ||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.79% | |||||||
Fair Value Assumptions, Expected Volatility Rate | 50.00% | |||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||
Upside Warrant [Member] | Black-Scholes Method [Member] | ||||||||
Investments in Affiliates, Subsidiaries, Associates, and Joint Ventures, Fair Value Disclosure | $ 14,600 | |||||||
Common Class A [Member] | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,250,000 | 2,500,000 | ||||||
Sale of Stock, Price Per Share | $ 2 | $ 2 | ||||||
Common Stock, Par or Stated Value Per Share | $ 0.06 | $ 0.06 | ||||||
Proceeds from Warrant Exercises | $ 16,800 | |||||||
Common Class A [Member] | Upside [Member] | ||||||||
Stock Redeemed or Called During Period, Shares | 12,650,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.06 | |||||||
Stock Redeemed or Called, Redemption Price Per Share | $ 1.43182745 | |||||||
Jay Walker [Member] | Upside [Member] | ||||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 37.00% | |||||||
The Upside Commerce Group, LLC [Member] | ||||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 11.00% | |||||||
Number of Shares Agreed to Purchase | 12,650,000 | |||||||
Upside Warrant [Member] | ||||||||
Investment Warrants, Exercise Price | $ 0.06 | |||||||
Investment Warrants, Number of Shares Called by Warrants | 16,400,000 | |||||||
Investment Warrants, Number of Shares Called by Warrants, Percentage of Investee's Outstanding Interests | 16.00% | |||||||
Tagged, Inc. [Member] | ||||||||
Cost Method Investment, Number of Shares Owned | 57,000 | |||||||
Cost Method Investement, Floor Value | $ 250 | |||||||
Proceeds from Sale of Cost Method Investments | $ 244 | |||||||
Tagged, Inc. [Member] | Scenario, Forecast [Member] | ||||||||
Proceeds from Sale of Cost Method Investments | $ 6 |
Note 7 - Shared Services Agre36
Note 7 - Shared Services Agreement (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Labor and Related Expense | $ 1,722,000 | $ 3,793,000 |
Prepaid Expense and Other Assets, Current | 73,000 | 398,000 |
Walker Digital Management [Member] | ||
Labor and Related Expense | 0 | 41,000 |
Due from Related Parties | 0 | 283,000 |
Due to Related Parties | 12,000 | 59,000 |
Flexible Travel Company [Member] | ||
Cost of Services | 70,000 | 461,000 |
Prepaid Expense and Other Assets, Current | $ 1,000 | $ 18,000 |
Note 7 - Shared Services Agre37
Note 7 - Shared Services Agreement - Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Total Operating Expenses | $ 3,445 | $ 7,742 | |
Shared Services Agreement [Member] | |||
Compensation expenses | [1] | 7 | (27) |
Rent and Utilities | 131 | 174 | |
Office Services and Supplies | 17 | 36 | |
Telephone | 4 | 39 | |
Other | 44 | 74 | |
Total Operating Expenses | $ 203 | $ 296 | |
[1] | Compensation expenses are net of services charged to WDM. During the years ended December 31, 2017 and 2016, the Company charged approximately $0 and $41 of expenses, respectively, related to such services. |
Note 8 - Commitments and Cont38
Note 8 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Bonuses, Current | $ 18 | $ 100 |
Corporate Headquarters [Member] | ||
Operating Leases, Annual Rent Expense, Net | $ 103 |
Note 9 - Equity (Details Textua
Note 9 - Equity (Details Textual) $ / shares in Units, $ in Thousands | Dec. 18, 2017USD ($) | May 24, 2017USD ($) | Nov. 28, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 15,000,000 | 15,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||
Common Stock, Shares, Issued | 21,184,744 | 21,134,744 | |||
Common Stock, Shares, Outstanding | 20,094,314 | 20,741,572 | |||
Common Stock, Votes per Share Owned | 1 | ||||
Preferred Stock with Liquidation Preference, Outstanding | 0 | ||||
Reclassification of Treasury Stock | $ | $ (157) | $ (125) | $ 282 | ||
Indemnification Rights from Walker Digital [Member] | |||||
Litigation Settlement, Amount Awarded from Other Party | $ | $ 125 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |||
Preferred Stock Shares Designated | 14,999,000 | 14,999,000 | |||
Preferred Stock, Shares Issued | 14,999,000 | 14,999,000 | |||
Preferred Stock, Voting Percentage | 80.00% | ||||
Preferred Stock, Shares Outstanding | 14,999,000 | 14,999,000 |
Note 10 - Stock-based Compens40
Note 10 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 12, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, Shares, Outstanding | 20,094,314 | 20,741,572 | |||
Majority Shareholder, Ownership Percentage | 82.30% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Threshold of Weighted Average Exercise Price to Trigger Option Repricing | $ 1.37 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,928,832 | 4,745,500 | 4,263,166 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.43 | $ 0.39 | $ 0.33 | ||
Allocated Share-based Compensation Expense | $ 344 | $ 1,849 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 139 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 36 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 400,161 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 5,180 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 187 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 6 years 292 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 50,000 | 0 | |||
Long-term Incentive Plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Annually per Individual | 1,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 678,510 | ||||
Professional Fees [Member] | |||||
Professional and Contract Services Expense | $ 78 | ||||
Employee Stock Option with One-time Repricing [Member] | |||||
Gross Share-based Compensation Expense | $ 216 | ||||
Allocated Share-based Compensation Expense | 114 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 102 | ||||
Employee Stock Option [Member] | |||||
Allocated Share-based Compensation Expense | $ 343 | 1,771 | |||
Employee Stock Option [Member] | Cost of Sales [Member] | |||||
Employee Benefits and Share-based Compensation | $ 42 | ||||
Exercise Price of $1.37 per Share or Greater [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,743,000 | ||||
Share-based Compensation Arrangement By Share-based Payment Award, Options Outstanding Percentage | 58.00% | ||||
Series B Convertible Preferred Stock [Member] | |||||
Preferred Stock, Shares Outstanding | 14,999,000 | 14,999,000 | |||
Majority Shareholder [Member] | |||||
Common Stock, Shares, Outstanding | 2,358,500 | ||||
Majority Shareholder [Member] | Series B Convertible Preferred Stock [Member] | |||||
Preferred Stock, Shares Outstanding | 14,999,000 |
Note 10 - Stock-based Compens41
Note 10 - Stock-based Compensation - Stock-based Compensation to Employees and Non-employees (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation | $ 344 | $ 1,849 |
Employee Stock Option [Member] | ||
Share Based Compensation | 343 | 1,771 |
Non-employee Compensation Expense [Member] | ||
Share Based Compensation | $ 1 | $ 78 |
Note 10 - Stock-based Compens42
Note 10 - Stock-based Compensation - Stock Option Activity (Details) - $ / shares | Jan. 12, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Outstanding (in shares) | 4,745,500 | 4,263,166 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 2.38 | $ 3.01 | |
Options Granted (in shares) | 640,000 | 1,160,000 | |
Options Granted, weighted average exercise price (in dollars per share) | $ 0.43 | $ 0.39 | $ 0.33 |
Options Exercised (in shares) | 50,000 | 0 | |
Options Cancelled (in shares) | (372,497) | ||
Options Cancelled, weighted average exercise price (in dollars per share) | $ 3.22 | ||
Options Forfeited (in shares) | (305,169) | ||
Options Forfeited, weighted average exercise price (in dollars per share) | $ 2.29 | ||
Options Exercised (in shares) | (50,000) | 0 | |
Options Exercised, weighted average exercise price (in dollars per share) | $ 0.42 | ||
Options Cancelled/Forfeited (in shares) | (406,668) | ||
Options Cancelled/Forfeited, weighted average exercise price (in dollars per share) | $ 2.16 | ||
Outstanding (in shares) | 4,928,832 | 4,745,500 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.64 | $ 2.38 | |
Options Vested and Exercisable (in shares) | 4,076,155 | ||
Options Vested and Exercisable, weighted average exercise price (in dollars per share) | $ 0.70 |
Note 10 - Stock-based Compens43
Note 10 - Stock-based Compensation - Exercise Price Ranges of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Options outstanding (in shares) | shares | 4,928,832 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 295 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 0.64 |
Options exercisable (in shares) | shares | 4,076,155 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 0.70 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 135 days |
Exercise Price Range 1 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 0 |
Range of exercise prices, maximum (in dollars per share) | $ 0.50 |
Options outstanding (in shares) | shares | 4,516,332 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 335 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 0.39 |
Options exercisable (in shares) | shares | 3,663,655 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 0.39 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 167 days |
Exercise Price Range 2 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 0.51 |
Range of exercise prices, maximum (in dollars per share) | $ 1 |
Options outstanding (in shares) | shares | |
Options outstanding, weighted average remaining contractual life (Year) | |
Options outstanding, weighted average exercise price per share (in dollars per share) | |
Options exercisable (in shares) | shares | |
Options exercisable, weighted average exercise price per share (in dollars per share) | |
Options exercisable, weighted average remaining contractual life (Year) | |
Exercise Price Range 3 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 1.01 |
Range of exercise prices, maximum (in dollars per share) | $ 1.50 |
Options outstanding (in shares) | shares | 40,000 |
Options outstanding, weighted average remaining contractual life (Year) | 160 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 1.37 |
Options exercisable (in shares) | shares | 40,000 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 1.37 |
Options exercisable, weighted average remaining contractual life (Year) | 160 days |
Exercise Price Range 4 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 1.51 |
Range of exercise prices, maximum (in dollars per share) | $ 2 |
Options outstanding (in shares) | shares | |
Options outstanding, weighted average remaining contractual life (Year) | |
Options outstanding, weighted average exercise price per share (in dollars per share) | |
Options exercisable (in shares) | shares | |
Options exercisable, weighted average exercise price per share (in dollars per share) | |
Options exercisable, weighted average remaining contractual life (Year) | |
Exercise Price Range 5 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 2.01 |
Range of exercise prices, maximum (in dollars per share) | $ 2.50 |
Options outstanding (in shares) | shares | |
Options outstanding, weighted average remaining contractual life (Year) | |
Options outstanding, weighted average exercise price per share (in dollars per share) | |
Options exercisable (in shares) | shares | |
Options exercisable, weighted average exercise price per share (in dollars per share) | |
Options exercisable, weighted average remaining contractual life (Year) | |
Exercise Price Range 6 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 2.51 |
Range of exercise prices, maximum (in dollars per share) | $ 3 |
Options outstanding (in shares) | shares | 47,500 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 266 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 2.66 |
Options exercisable (in shares) | shares | 47,500 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 2.66 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 266 days |
Exercise Price Range 7 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 3.01 |
Range of exercise prices, maximum (in dollars per share) | $ 3.50 |
Options outstanding (in shares) | shares | 125,000 |
Options outstanding, weighted average remaining contractual life (Year) | 6 years 149 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 3.18 |
Options exercisable (in shares) | shares | 125,000 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 3.18 |
Options exercisable, weighted average remaining contractual life (Year) | 6 years 149 days |
Exercise Price Range 8 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 3.51 |
Range of exercise prices, maximum (in dollars per share) | $ 4 |
Options outstanding (in shares) | shares | |
Options outstanding, weighted average remaining contractual life (Year) | |
Options outstanding, weighted average exercise price per share (in dollars per share) | |
Options exercisable (in shares) | shares | |
Options exercisable, weighted average exercise price per share (in dollars per share) | |
Options exercisable, weighted average remaining contractual life (Year) | |
Exercise Price Range 9 [Member] | |
Range of exercise prices, minimum (in dollars per share) | $ 4.01 |
Range of exercise prices, maximum (in dollars per share) | $ 4.50 |
Options outstanding (in shares) | shares | 200,000 |
Options outstanding, weighted average remaining contractual life (Year) | 5 years 321 days |
Options outstanding, weighted average exercise price per share (in dollars per share) | $ 4.05 |
Options exercisable (in shares) | shares | 200,000 |
Options exercisable, weighted average exercise price per share (in dollars per share) | $ 4.05 |
Options exercisable, weighted average remaining contractual life (Year) | 5 years 321 days |
Note 10 - Stock-based Compens44
Note 10 - Stock-based Compensation - Other Selected Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Aggregate intrinsic value of outstanding options at December 31 | $ 251 | $ 85 |
Weighted average fair value per share of options granted during year (in dollars per share) | $ 0.09 | $ 0.15 |
Total intrinsic value of options exercised during the year | $ 7 |
Note 10 - Stock-based Compens45
Note 10 - Stock-based Compensation - Weighted Average Assumptions Used to Calculate the Fair Value of Stock Option Awards (Details) - Incentive Plan [Member] - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Dividend Yield | 0.00% | 0.00% |
Expected Life (Year) | 6 years | 6 years |
Minimum [Member] | ||
Risk Free Interest Rate | 1.37% | 0.74% |
Expected Volatility | 98.90% | 91.10% |
Maximum [Member] | ||
Risk Free Interest Rate | 2.03% | 1.49% |
Expected Volatility | 102.20% | 91.80% |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards | $ 10,200 | $ 10,200 | ||
Operating Loss Carryforward, Expiration Year | 2,033 | |||
Unrecognized Tax Benefits | $ 0 | $ 0 | $ 0 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 34.00% | 34.00% | |
Subsequent Event [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 11 - Income Taxes - Deferr
Note 11 - Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Tax Asset | ||
Net-operating loss carryforward | $ 4,350 | $ 9,648 |
Unrealized gain on investment | (5,633) | |
Stock-based compensation | 1,433 | 2,532 |
Others | (25) | (40) |
Total Deferred Tax Assets | 5,758 | 6,507 |
Valuation Allowance | (5,758) | (6,507) |
Deferred Tax Asset, Net of Allowance |
Note 11 - Income Taxes - Income
Note 11 - Income Taxes - Income Tax Rate Reconciliation (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory Federal Income Tax Rate | 35.00% | 34.00% | 34.00% |
State Taxes, Net of Federal Tax Benefit | (9.40%) | 5.90% | |
Change in Federal Rate | (213.40%) | ||
Return to Provision | (1.40%) | ||
Change in Valuation Reserve | 117.10% | (39.90%) | |
Permanent items and other | 3.20% | ||
Income Tax Provision | (69.90%) | 0.00% |
Note 11 - Income Taxes - Inco49
Note 11 - Income Taxes - Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | ||
Current | $ 273 | |
Deferred | 1,753 | 5,660 |
State | ||
Current | 93 | |
Deferred | (1,010) | 1,005 |
Income Tax Provision (Benefit) | 1,109 | 6,665 |
Valuation allowance | (743) | (6,665) |
Income Tax Provision (Benefit), net of valuation allowance | $ 366 |