Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Jun. 30, 2013 | Feb. 28, 2014 | Feb. 28, 2014 | |
Class A common stock | Class B common stock | |||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Trading Symbol | 'PCO | ' | ' | ' |
Entity Registrant Name | 'Pendrell Corp | ' | ' | ' |
Entity Central Index Key | '0001359555 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 212,408,725 | 53,660,000 |
Entity Public Float | ' | $447,463,226 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $184,567 | $213,753 |
Accounts receivable | 402 | 8,471 |
Other receivables - net of reserve $2,750 in both periods | 38 | 856 |
Prepaid expenses and other current assets | 1,722 | 689 |
Total current assets | 186,729 | 223,769 |
Property in service - net of accumulated depreciation of $722 and $464, respectively | 3,778 | 946 |
Other assets | 75 | 67 |
Intangible assets - net of accumulated amortization of $31,272 and $15,456, respectively | 139,687 | 135,424 |
Goodwill | 21,725 | 21,209 |
Total | 351,994 | 381,415 |
Current liabilities: | ' | ' |
Accounts payable | 166 | 285 |
Accrued expenses | 5,671 | 2,382 |
Other liabilities | 2,669 | 647 |
Total current liabilities | 8,506 | 3,314 |
Deferred tax liability | 1,488 | 1,488 |
Other non-current liabilities | 5,207 | 753 |
Total liabilities | 15,201 | 5,555 |
Commitments and contingencies (Note 9) | ' | ' |
Shareholders' equity and noncontrolling interests: | ' | ' |
Preferred stock, $0.01 par value, 75,000,000 shares authorized, no shares issued or outstanding | ' | ' |
Additional paid-in capital | 1,941,818 | 1,929,526 |
Accumulated deficit | -1,619,993 | -1,563,999 |
Total Pendrell shareholders' equity | 324,488 | 368,182 |
Noncontrolling interests | 12,305 | 7,678 |
Total shareholders' equity and noncontrolling interests | 336,793 | 375,860 |
Total | 351,994 | 381,415 |
Class A common stock | ' | ' |
Shareholders' equity and noncontrolling interests: | ' | ' |
Common stock, value | 2,126 | 2,118 |
Class B common stock | ' | ' |
Shareholders' equity and noncontrolling interests: | ' | ' |
Common stock, value | $537 | $537 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Other receivables, reserve | $2,750 | $2,750 |
Property in service, accumulated depreciation | 722 | 464 |
Intangible assets, accumulated amortization | $31,272 | $15,456 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Class A common stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 270,220,116 | 269,450,966 |
Common stock, shares outstanding | 212,451,224 | 211,682,074 |
Class B common stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 84,663,382 | 84,663,382 |
Common stock, shares outstanding | 53,660,000 | 53,660,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Income Statement [Abstract] | ' | ' | ' | |||
Revenue | $13,128 | $33,775 | $2,637 | |||
Operating expenses: | ' | ' | ' | |||
Patent administration, litigation and related costs | 16,841 | 6,273 | 193 | |||
General and administrative | 25,939 | 30,078 | 21,822 | |||
Stock-based compensation | 12,345 | 8,597 | 5,369 | |||
Amortization of intangibles | 15,864 | 13,471 | 1,986 | |||
Contract settlements | ' | ' | -4,735 | |||
Total operating expenses | 70,989 | 58,419 | 24,635 | |||
Operating loss | -57,861 | -24,644 | -21,998 | |||
Interest income | 131 | 238 | 159 | |||
Interest expense | -195 | -2,483 | -4,609 | |||
Gain on deconsolidation of subsidiaries | ' | 48,685 | ' | |||
Gain on settlement of Boeing litigation | ' | 10,000 | ' | |||
Gain associated with disposition of assets | ' | 5,599 | 300,886 | |||
Other income (expense) | -55 | 1,588 | 1,223 | |||
Income (loss) before income taxes | -57,980 | 38,983 | 275,661 | |||
Income tax benefit | ' | 1,034 | 42,925 | |||
Net income (loss) | -57,980 | 40,017 | 318,586 | |||
Net loss attributable to noncontrolling interests | -2,918 | -67 | -274 | |||
Net income (loss) attributable to Pendrell | ($55,062) | $40,084 | $318,860 | |||
Basic income (loss) per share attributable to Pendrell | ($0.21) | $0.16 | $1.26 | |||
Diluted income (loss) per share attributable to Pendrell | ($0.21) | $0.15 | $1.23 | |||
Weighted average shares outstanding used to compute basic income (loss) per share | 262,119,403 | 256,955,003 | 253,760,958 | |||
Weighted average shares outstanding used to compute diluted income (loss) per share | 262,119,403 | [1] | 263,824,279 | [1] | 259,067,098 | [1] |
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 34,408,579, 26,593,976 and 8,993,158 for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. Warrants totaling 3,172,110 were also excluded from the calculation for the year ended December 31, 2011. These warrants were exercised in November and December of 2012 and are now reflected as shares outstanding. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net income (loss) | ($57,980) | $40,017 | $318,586 |
Other comprehensive income (loss): | ' | ' | ' |
Cumulative translation adjustments | ' | -1,019 | 1,411 |
Reclassification of cumulative translation adjustment loss included in net income | 0 | 12,679 | 0 |
Comprehensive income (loss) | -57,980 | 51,677 | 319,997 |
Comprehensive loss attributable to noncontrolling interests | 2,918 | 67 | 274 |
Comprehensive income (loss) attributable to Pendrell | ($55,062) | $51,744 | $320,271 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Shareholders' Equity (USD $) | Total | Common stock | Common stock | Common stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive income (loss) | Accumulated deficit | Shareholder's Equity | Noncontrolling Interests |
In Thousands, except Share data | USD ($) | USD ($) | Class A common stock | Class B common stock | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) |
Beginning Balance at Dec. 31, 2010 | ($22,634) | $3,430 | ' | ' | $2,787,533 | ($877,725) | ($13,071) | ($1,922,801) | ($22,634) | ' |
Beginning Balance (in shares) at Dec. 31, 2010 | ' | ' | 200,069,966 | 53,660,000 | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock for advisory services | 250 | 1 | ' | ' | 249 | ' | ' | ' | 250 | ' |
Issuance of Class A common stock for advisory services (in shares) | 105,595 | ' | 105,595 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock for Ovidian acquisition | 1,610 | 30 | ' | ' | 1,580 | ' | ' | ' | 1,610 | ' |
Issuance of Class A common stock for Ovidian acquisition (in shares) | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock from exercise of stock options | 227 | 2 | ' | ' | 225 | ' | ' | ' | 227 | ' |
Issuance of Class A common stock from exercise of stock options (in shares) | 210,000 | ' | 210,000 | ' | ' | ' | ' | ' | ' | ' |
Class A common stock withheld at vesting to cover statutory tax obligations | -108 | ' | ' | ' | ' | -108 | ' | ' | -108 | ' |
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | ' | ' | -72,114 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures | 5,417 | 34 | ' | ' | 5,383 | ' | ' | ' | 5,417 | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | ' | ' | 3,382,574 | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest in ContentGuard and Provitro | 8,019 | ' | ' | ' | ' | ' | ' | ' | ' | 8,019 |
Other comprehensive income | 1,411 | ' | ' | ' | ' | ' | 1,411 | ' | 1,411 | ' |
Net income (loss) | 318,586 | ' | ' | ' | ' | ' | ' | 318,860 | 318,860 | -274 |
Ending Balance at Dec. 31, 2011 | 312,778 | 3,497 | ' | ' | 2,794,970 | -877,833 | -11,660 | -1,603,941 | 305,033 | 7,745 |
Ending Balance (in shares) at Dec. 31, 2011 | ' | ' | 206,696,021 | 53,660,000 | ' | ' | ' | ' | ' | ' |
Vesting of Class A common stock issued for Ovidian acquisition | 2,618 | ' | ' | ' | 2,618 | ' | ' | ' | 2,618 | ' |
Issuance of Class A common stock from exercise of stock options | 780 | 38 | ' | ' | 742 | ' | ' | ' | 780 | ' |
Issuance of Class A common stock from exercise of stock options (in shares) | 597,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock from exercise of stock options (in shares) | ' | ' | 3,769,985 | ' | ' | ' | ' | ' | ' | ' |
Class A common stock withheld at vesting to cover statutory tax obligations | -220 | -1 | ' | ' | ' | -219 | ' | ' | -220 | ' |
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | ' | ' | -88,056 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures | 8,227 | 11 | ' | ' | 8,210 | 6 | ' | ' | 8,227 | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | ' | ' | 1,104,124 | ' | ' | ' | ' | ' | ' | ' |
Reclassification due to reincorporation | ' | -890 | ' | ' | -877,014 | 878,046 | ' | -142 | ' | ' |
Shares held by Liquidating Trust | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares held by Liquidating Trust (in shares) | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive income | 11,660 | ' | ' | ' | ' | ' | 11,660 | ' | 11,660 | ' |
Net income (loss) | 40,017 | ' | ' | ' | ' | ' | ' | 40,084 | 40,084 | -67 |
Ending Balance at Dec. 31, 2012 | 375,860 | 2,655 | ' | ' | 1,929,526 | ' | ' | -1,563,999 | 368,182 | 7,678 |
Ending Balance (in shares) at Dec. 31, 2012 | ' | ' | 211,682,074 | 53,660,000 | ' | ' | ' | ' | ' | ' |
Vesting of Class A common stock issued for Ovidian acquisition | 1,743 | ' | ' | ' | 1,743 | ' | ' | ' | 1,743 | ' |
Issuance of Class A common stock from exercise of stock options and warrants | 186 | 2 | ' | ' | 184 | ' | ' | ' | 186 | ' |
Issuance of Class A common stock from exercise of stock options (in shares) | 165,312 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of Class A common stock from exercise of stock options (in shares) | ' | ' | 165,312 | ' | ' | ' | ' | ' | ' | ' |
Class A common stock withheld at vesting to cover statutory tax obligations | -2,660 | -6 | ' | ' | -1,722 | ' | ' | -932 | -2,660 | ' |
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | ' | ' | -567,728 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures | 12,099 | 12 | ' | ' | 12,087 | ' | ' | ' | 12,099 | ' |
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | ' | ' | 1,171,566 | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest in ContentGuard and Provitro | 7,545 | ' | ' | ' | ' | ' | ' | ' | ' | 7,545 |
Net income (loss) | -57,980 | ' | ' | ' | ' | ' | ' | -55,062 | -55,062 | -2,918 |
Ending Balance at Dec. 31, 2013 | $336,793 | $2,663 | ' | ' | $1,941,818 | ' | ' | ($1,619,993) | $324,488 | $12,305 |
Ending Balance (in shares) at Dec. 31, 2013 | ' | ' | 212,451,224 | 53,660,000 | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities: | ' | ' | ' |
Net income (loss) including noncontrolling interest | ($57,980) | $40,017 | $318,586 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' | ' |
Stock-based compensation | 12,345 | 8,597 | 5,369 |
Amortization of prepaid compensation from Ovidian acquisition | 2,763 | 2,993 | 1,507 |
Amortization of intangibles | 15,864 | 13,471 | 1,986 |
Depreciation | 472 | 213 | 146 |
Unrealized foreign exchange (gains) losses | 6 | -446 | -33 |
Non-cash cost of patents monetized | 252 | ' | ' |
Gain on deconsolidation of subsidiaries | ' | -48,685 | ' |
Gain associated with disposition of assets | ' | -5,599 | -300,886 |
Gain associated with contract settlements | ' | ' | -4,735 |
Deferred tax provision | ' | ' | -40,666 |
Other | 238 | ' | -1,474 |
Other changes in certain assets and liabilities, net of acquisitions: | ' | ' | ' |
Accounts receivable | 8,128 | -7,925 | -546 |
Other receivables | 818 | -91 | ' |
Prepaid expenses and other current/non-current assets | -239 | 408 | -327 |
Accounts payable | -409 | 32 | -281 |
Accrued interest payable | ' | 1,704 | 4,630 |
Accrued expenses and other current/non-current liabilities | 2,591 | -8,722 | 704 |
Net cash used in operating activities | -15,151 | -4,033 | -16,020 |
Investing activities: | ' | ' | ' |
Purchases of property and intangible assets | -2,356 | -29,513 | -109 |
Proceeds associated with disposition of assets | ' | 15,647 | 314,536 |
Acquisition of controlling interest in Provitro, net of cash acquired | -9,204 | ' | ' |
Acquisition of controlling interest in ContentGuard Holdings, net of cash acquired | ' | ' | -83,251 |
Acquisition of Ovidian, net of cash acquired | ' | ' | -5,850 |
Payments from affiliates | ' | ' | 246 |
Net cash provided by (used in) investing activities | -11,560 | -13,866 | 225,572 |
Financing activities: | ' | ' | ' |
Proceeds from exercise of stock options and warrants | 185 | 780 | 227 |
Payment of statutory taxes for stock awards | -2,660 | -220 | -119 |
Net cash provided by (used in) financing activities | -2,475 | 560 | 108 |
Effect of foreign exchange rate changes on cash | ' | 715 | -54 |
Net increase (decrease) in cash and cash equivalents | -29,186 | -16,624 | 209,606 |
Cash and cash equivalents-beginning of period | 213,753 | 230,377 | 20,771 |
Cash and cash equivalents-end of period | 184,567 | 213,753 | 230,377 |
Supplemental disclosures: | ' | ' | ' |
Income taxes paid | ' | 2,156 | 29 |
Income taxes received | 751 | ' | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' | ' |
Accrued obligations for purchases of property and intangible assets | 5,573 | ' | ' |
Issuance of Class A common shares for advisory services | ' | ' | 250 |
Decrease in payables to affiliates | ' | ' | ($1,538) |
Organization_and_Business
Organization and Business | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Business | ' |
1. Organization and Business | |
Overview—These consolidated financial statements include the accounts of Pendrell Corporation (“Pendrell”) and its consolidated subsidiaries (collectively referred to as the “Company”). Since 2011, the Company’s strategy, through its consolidated subsidiaries, is to invest in, acquire and develop businesses with unique technologies that are often protected by IP rights, and that present the opportunity to address large, global markets. The Company’s subsidiaries focus on licensing the IP rights they hold to third parties and pursuing relevant product opportunities. The Company regularly evaluates its existing investments to determine whether retention or disposition is appropriate, and frequently investigates new investment and business acquisition opportunities. The Company also advises its clients on various IP strategies and transactions. | |
Pendrell was originally incorporated in 2000 as a Delaware corporation. On November 14, 2012, the Company reincorporated from Delaware to Washington (the "Reincorporation"). The Reincorporation merely changed the Company’s legal domicile. The Company’s consolidated financial condition and results of operations immediately after consummation of the Reincorporation were the same as those immediately prior to the Reincorporation. | |
The Company was formed in 2000 to operate a next generation global mobile satellite communications system. The Company began its exit from the satellite business in 2011 with the sale of its interests in DBSD North America, Inc. and its subsidiaries (collectively referred to as “DBSD”) to DISH Network Corporation (“DISH Network”). During 2012, the Company completed its exit with (i) the sale of its medium earth orbit (“MEO”) satellite assets (“MEO Assets”) that had been in storage for nominal consideration, (ii) the transfer of its in-orbit MEO satellite (“F2”) to a new operator who assumed responsibility for all F2 operating costs effective April 1, 2012 and (iii) the deconsolidation of its MEO-related international subsidiaries (“International Subsidiaries”). |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||
Principles of Consolidation and Basis of Presentation—The consolidated financial statements of the Company include the assets and liabilities of its wholly-owned subsidiaries and subsidiaries it controls or in which it has a controlling financial interest. Noncontrolling interests on the consolidated balance sheets include third-party investments in entities that the Company consolidates, but does not wholly own. Noncontrolling interests are classified as part of equity and the Company allocates net income (loss), other comprehensive income (loss) and other equity transactions to its noncontrolling interests in accordance with their applicable ownership percentages. All intercompany transactions and balances have been eliminated in consolidation. All information in these financial statements is in U.S. dollars. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |||||||||||||
Segment Information—The Company operates in and reports on one segment (IP management). Operating segments are based upon the Company’s internal organization structure, the manner in which its operations are managed, and the criteria used by its Chief Operating Decision Maker. Substantially all of the Company’s revenue are generated by operations located within the United States, and the Company does not have any long-lived assets located in foreign countries. | |||||||||||||
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. | |||||||||||||
On an ongoing basis, the Company evaluates its estimates, including among others, those related to the fair value of acquired intangible assets and goodwill, the useful lives and potential impairment of intangible assets and property and equipment, the value of stock awards for the purpose of determining stock-based compensation expense, accrued liabilities (including bonus accruals), valuation allowances related to the ability to realize deferred tax assets, allowances for doubtful receivables and certain tax liabilities. Estimates are based on historical experience and other factors, including the current economic environment as deemed appropriate under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in estimates used to prepare these financial statements will be reflected in the financial statements in future periods. | |||||||||||||
In 2013, the Company established a bonus plan to award annual bonuses based on objectives established by the Company’s compensation committee. During the year, operational and financial performance was measured against the established performance objectives to determine the potential bonus payout. Although the Company believes it made significant progress in 2013, it did not meet certain of the objectives set forth in the bonus plan. Accordingly, during the fourth quarter of the year ended December 31, 2013, the Company decreased its estimate of the potential bonus payout as a result of not achieving certain of its 2013 performance objectives. | |||||||||||||
The Company’s bonus accrual at September 30, 2013 was $2.6 million. As a result of the change in estimate, the full-year accrual was reduced to $1.2 million at December 31, 2013. In prior quarters, the Company had expensed on average just under $0.9 million per quarter related to bonuses in general and administrative expenses. The change in estimate created a credit of $1.4 million in general and administrative expenses in the fourth quarter related to the potential bonus payout. | |||||||||||||
Reclassifications—Certain prior period amounts have been reclassified to conform to current year presentation. The reclassifications had no effect on previously reported net income (loss). | |||||||||||||
Cash and Cash Equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities from the date of purchase of 90 days or less. Cash and cash equivalents are comprised of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Cash | $ | 18,043 | $ | 31,435 | |||||||||
Money market funds | 166,524 | 182,318 | |||||||||||
$ | 184,567 | $ | 213,753 | ||||||||||
The fair value of money market funds at December 31, 2013 and 2012 was classified as Level 1 in the hierarchy established by the Financial Accounting Standards Board (“FASB”) as amounts were based on quoted prices available in active markets for identical investments as of the reporting date. | |||||||||||||
Accounts Receivable—Accounts receivable consists of amounts billed to customers under licensing arrangements, patent sales arrangements or consulting services. The majority of the Company’s customers are well-established operating companies with investment-grade credit. For the periods ended December 31, 2013 and December 31, 2012, the Company did not incur any losses on its accounts receivable. Based upon historical collections experience and specific client information, the Company has determined that an allowance for doubtful accounts was not required at either December 31, 2013 or December 31, 2012. Carrying amounts of such receivables approximate their fair value due to their short-term nature. | |||||||||||||
Other Receivables—As of December 31, 2013 and 2012 the Company had recorded a receivable due from Jay & Jayendra (Pty) Ltd, a South African corporation or its designated affiliate (collectively, the “J&J Group”) for reimbursement of operating expenses related to the Company’s MEO Assets of $2.7 million and a corresponding full reserve against the receivable as a result of the J&J Group’s failure to fulfill its obligation to reimburse the Company. The Company commenced a collection action in South Africa (where J&J Group is domiciled), but due to the uncertainty of collection, the Company continues to maintain a full reserve against the receivable. | |||||||||||||
As of December 31, 2013 and 2012, other receivables consisted primarily of amounts receivable for state income taxes. | |||||||||||||
Prepaid Expenses and Other Current Assets—As of December 31, 2013 and 2012 prepaid expenses and other current assets consisted primarily of prepaid director and officer’s insurance and prepayments related to rent and security deposits associated with certain of the Company’s leased facilities. Additionally, prepaid expenses and other current assets as of December 31, 2012 included prepaid compensation resulting from the Company’s acquisition of Ovidian Group LLC (“Ovidian”) in June 2011. | |||||||||||||
Property in Service—Property in service consists primarily of computer equipment, software, furniture and fixtures and leasehold improvements. Property in service is recorded at cost, net of accumulated depreciation, and is depreciated using the straight-line method. Computer equipment and furniture and fixtures are depreciated over their estimated useful lives ranging from three to five years. Software is depreciated over the shorter of its contractual license period or three years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the respective lease. Significant additions and improvements to property in service are capitalized. Repair and maintenance costs are expensed as incurred. | |||||||||||||
Other Assets—As of December 31, 2013 and 2012, other assets consisted primarily of long-term security deposits associated with the Company’s leased facilities. | |||||||||||||
Business Combinations—The Company accounts for business combinations using the acquisition method and, accordingly, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. This valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets. Valuation methodologies may include the cost, market or income approach. Critical estimates in valuing intangible assets include but are not limited to estimates about: future expected cash flows from customers, proprietary technology, the acquired company’s brand awareness and market position and discount rates. The estimates are based upon assumptions the Company believes to be reasonable, but which are inherently uncertain and unpredictable. Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Subsequent changes to assets, liabilities, valuation allowance or uncertain tax positions that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of new information about facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. | |||||||||||||
Intangible Assets and Goodwill—The Company amortizes finite-lived intangible assets, including patents, acquired in purchase transactions over their expected useful lives. When events or circumstances indicate that the carrying amount of a finite-lived intangible asset or asset group may not be recoverable, the Company performs a test to determine whether the carrying amount of the asset or asset group tested exceeds its fair value. These events or circumstances could include: a significant change in the business climate, legal factors, operating performance indicators, or changes in technology or customer requirements. Recoverability of an asset or asset group is measured by a comparison of the carrying amount to the future undiscounted net cash flows expected to be generated by the asset or asset group over its life. If the undiscounted cash flows do not exceed the carrying value of the asset or asset group, the Company would recognize an impairment charge equal to the amount by which the recorded value of the asset or asset group exceeds its fair value. | |||||||||||||
The Company’s goodwill and indefinite-lived intangible assets are evaluated for impairment on an annual basis during the fourth quarter, or more frequently if circumstances indicate that the carrying value of Company’s reporting units exceeds fair value. The Company assigns goodwill and indefinite-lived intangible assets to its reporting units based on the expected benefit from the synergies arising from each business combination. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if fair value of the reporting unit is more likely than not greater than the carrying amount. If this assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company further evaluates the estimated fair value of the reporting unit through the use of discounted cash flow models, which requires management to make significant judgments as to the estimated future cash flows utilized. The Company’s ability to realize the future cash flows utilized in its fair value calculations may be affected by factors such as changes in its operating performance, changes in its business strategy, invalidation of its patents, unfavorable judgments in legal proceedings and changes in economic conditions. The results of the models are compared to the carrying amount of the reporting unit. If such comparison indicates that the fair value of the reporting unit is lower than the carrying amount, impairment would exist and the impairment charge would be measured by comparing the implied fair value of the reporting unit’s goodwill to its carrying value. | |||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company recorded no such impairment charges. | |||||||||||||
Fair Value of Financial Instruments—The Company determines the fair value of our financial instruments based on the fair value hierarchy established by the FASB. The three levels of inputs used to measure fair value are as follows: | |||||||||||||
Level 1—Quoted prices in active markets for identical assets and liabilities. | |||||||||||||
Level 2—Quoted prices in active markets for similar assets and liabilities or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||||||||||||
As of December 31, 2013 and 2012, the Company’s financial instruments included its cash and cash equivalents, accounts receivable, other receivables, accounts payable and certain other assets and liabilities. The Company determines the carrying value of its financial instruments, based on the hierarchy established by the FASB, approximate the fair value of the financial instruments as they are equivalent to cash or due to their short-term nature. | |||||||||||||
Foreign Currency Translation and Foreign Currency Transactions and Accumulated Other Comprehensive Income (Loss)—The reporting currency for the Company’s operations is U.S. dollars. The Company translates the activities of its subsidiaries with functional currencies other than the U.S. dollar at the average exchange rate prevailing during the period. Gains and losses on foreign currency transactions are recognized as a component of other income (expense) in the consolidated statements of operations in the period in which they occur. Assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the balance sheet date. Translation adjustments resulting from these processes are recognized as a component of accumulated other comprehensive income (loss). | |||||||||||||
For the year ended, December 31, 2013, there were no gains or losses on intercompany foreign currency translations. For the years ended December 31, 2012 and 2011, gains (losses) on intercompany foreign currency translations of $0.1 million and $(2.1) million, respectively, have been excluded from net income (loss) and reported as a component of accumulated other comprehensive income (loss) due to their long-term investment nature. | |||||||||||||
The Company recognizes applicable cumulative translation adjustments as a component of other operating income (loss) in the period in which a subsidiary is substantially liquidated or deconsolidated. For the year ended December 31, 2013 and 2011, there were no reclassifications of cumulative translation gains or losses resulting from the deconsolidation or liquidation of subsidiaries. For the year ended December 31, 2012, the Company reclassed net loss of $12.7 resulting from the deconsolidation of its International Subsidiaries. | |||||||||||||
The Company had no accumulated other comprehensive income or (loss) as of December 31, 2013 and 2012 due to the deconsolidation of the Company’s International Subsidiaries effective June 29, 2012. | |||||||||||||
Revenue Recognition—The Company derives its operating revenue from IP monetization activities, including patent licensing and patent sales, and from IP consulting services. Although the Company’s revenue may occur in different forms, it regards its IP monetization activities as integrated and not separate revenue streams. For example, a third party relationship could include consulting and licensing activities, or the acquisition of a patent portfolio can lead to licensing, consulting and patent sales revenue. | |||||||||||||
The Company’s patent licensing agreements typically provide for the payment of contractually determined upfront license fees representing all or a majority of the revenue that will be generated from such agreements for nonexclusive, nontransferable, limited duration licenses. These agreements typically grant (i) a nonexclusive license to make, sell, distribute, and use certain specified products that read on the Company’s patents, (ii) a covenant not to enforce patent rights against the licensee based on such activities, and (iii) the release of the licensee from certain claims. | |||||||||||||
The Company sells patents from its portfolios from time to time. These sales are part of the Company’s ongoing operations. Consequently, the related proceeds are recorded as revenue. The Company recognizes the revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) amounts are fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||
Fees earned from IP consulting services are generally recognized as the services are performed. | |||||||||||||
The timing and amount of revenue recognized from IP monetization activities depend on the specific terms of each agreement and the nature of the deliverables and obligations. For agreements that are deemed to contain multiple elements, consideration is allocated to each element of an agreement that has stand-alone value using the relative fair value method. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) all material obligations have been substantially performed pursuant to agreement terms or services have been rendered to the customer, (iii) amounts are fixed or determinable, and (iv) collectability is reasonably assured. As a result of the contractual terms of our patent monetization agreements and the unpredictable nature, form and frequency of monetizing transactions, our revenue may fluctuate substantially from period to period. | |||||||||||||
Patent administration, litigation and related costs—Patent administration, litigation and related costs are comprised of patent-related maintenance, prosecution, and enforcement costs incurred to maintain the Company’s patents. In periods where there is licensing revenue, these costs include costs associated with generating such licensing revenue. Similarly, in periods where patent sales occur, these costs include the remaining net book value and other related costs associated with the sold patents. | |||||||||||||
Research and Development—The Company incurs costs associated with research and development activities and expenses the costs in the period incurred. Research and development expenses during the period were not material for separate disclosure and are included in general and administrative expenses. | |||||||||||||
Stock-Based Compensation—The Company records stock-based compensation based on the estimated fair value on the date of grant and recognizes compensation cost over the requisite service period for awards expected to vest. | |||||||||||||
The Company records stock-based compensation on stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards issued to employees, directors, consultants and/or advisors. The fair value of stock options and stock appreciation rights is estimated on the date of grant using the Black-Scholes option pricing model (“Black-Scholes Model”) based on the single option award approach. The fair value of restricted stock awards and restricted stock units is determined based on the number of shares granted and either the quoted market price of the Company’s Class A common stock on the date of grant for time-based and performance-based awards, or the fair value on the date of grant using the Monte Carlo Simulation model (“Monte Carlo Simulation”) for market-based awards. The fair value of stock options, restricted stock awards and restricted stock units with service conditions are amortized to expense on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of stock options, stock appreciation rights, restricted stock awards and restricted stock units with performance conditions deemed probable of being achieved and cliff vesting is amortized to expense over the requisite service period using the straight-line method of expense recognition. The fair value of restricted stock awards and restricted stock units with performance and market conditions are amortized to expense over the requisite service period using the straight-line method of expense recognition. The fair value of stock-based payment awards as determined by the Black-Scholes Model and the Monte Carlo Simulation are affected by the Company’s stock price as well as other assumptions. These assumptions include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Forfeitures are estimated at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||
The Company accounts for the modification of the terms or conditions of a stock-based payment award as an exchange of the original award for a new award. Compensation expense for modified stock-based payment awards is equal to the fair value of the original award plus the incremental cost conveyed as a result of the modification expensed over the remaining life of the award. | |||||||||||||
Contract Settlements—With respect to disputed contracts related to the ground infrastructure for the Company’s MEO satellite system, the Company continued to record expenses according to its contractual obligation until such contracts were terminated. Upon termination, and prior to settlement, the Company continued to accrue estimated late payment fees and interest expense, as applicable. Upon reaching settlement, whereby the other party’s claims were legally released, the Company extinguished its recorded liability, resulting in the recognition of a gain or loss on contract settlement. As of June 29, 2012, all unsettled contracts were eliminated as a result of the deconsolidation of the Company’s International Subsidiaries. | |||||||||||||
Income Taxes—The Company accounts for income taxes using the asset and liability method under which 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. 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance against deferred tax assets (“DTAs”) is recorded when it is more likely than not that the assets will not be realized. | |||||||||||||
The Company records an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company’s policy is to recognize interest and/or penalties related to unrecognized tax benefits as income tax expense. | |||||||||||||
Contingencies—Outcomes of legal proceedings and claims brought by and against the Company are subject to significant uncertainty. The Company accrues an estimated loss from a loss contingency such as a legal proceeding or claim by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact the Company’s financial position, results of operations or cash flows. For contingencies that might result in a gain, the Company does not record the gain until realized, as to do otherwise could result in the recognition of revenue before it is realized. | |||||||||||||
Income (Loss) Per Share—Basic income (loss) per share is calculated based on the weighted average number of Class A common stock and Class B common stock (the “Common Shares”) outstanding during the period. Diluted income (loss) per share is calculated by dividing the income (loss) allocable to common shareholders by the weighted average Common Shares outstanding plus dilutive potential Common Shares. Prior to the satisfaction of vesting conditions, unvested restricted stock awards are considered contingently issuable and are excluded from weighted average Common Shares outstanding used for computation of basic income (loss) per share. | |||||||||||||
Potential dilutive Common Shares consist of the incremental Class A common stock issuable upon the exercise of outstanding stock options (both vested and non-vested), stock appreciation rights, warrants, and unvested restricted stock awards and units, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such options’ exercise prices were greater than the average market price of the Company’s Class A common shares for the period) because their inclusion would have been antidilutive. | |||||||||||||
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net income (loss) attributable to Pendrell | $ | (55,062 | ) | $ | 40,084 | $ | 318,860 | ||||||
Weighted average common shares outstanding | 265,684,341 | 261,335,347 | 257,037,366 | ||||||||||
Less: weighted average unvested restricted stock awards | (3,564,938 | ) | (4,380,344 | ) | (3,276,408 | ) | |||||||
Shares used for computation of basic income (loss) per share | 262,119,403 | 256,955,003 | 253,760,958 | ||||||||||
Add back: weighted average unvested restricted stock awards and units | — | 4,977,877 | 3,276,408 | ||||||||||
Add back: dilutive stock options and stock appreciation rights | — | 1,891,399 | 2,029,732 | ||||||||||
Shares used for computation of diluted income (loss) per share(1) | 262,119,403 | 263,824,279 | 259,067,098 | ||||||||||
Basic income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.16 | $ | 1.26 | ||||||
Diluted income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.15 | $ | 1.23 | ||||||
-1 | Stock options, stock appreciation rights, restricted stock awards and units totaling 34,408,579, 26,593,976 and 8,993,158 for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. Warrants totaling 3,172,110 were also excluded from the calculation for the year ended December 31, 2011. These warrants were exercised in November and December of 2012 and are now reflected as shares outstanding. | ||||||||||||
New Accounting Pronouncements—In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-11, Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“Update No 2013-11”). Update No. 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOLs”) carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. Update No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. Update No. 2013-11 can be applied prospectively to all unrecognized tax benefits with retrospective application permitted. The retroactive adoption of this statement on January 1, 2013, did not have a material impact on the Company’s financial position, results of operations or cash flows. | |||||||||||||
In February 2013, the FASB issued Update No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“Update No. 2013-02”). Update No. 2013-02 amended existing guidance by requiring additional disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income. Update No. 2013-02 is effective for reporting periods beginning after December 15, 2012. The adoption of this statement on January 1, 2013, did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Business_Combinations
Business Combinations | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
3. Business Combinations | |||||||||
On February 21, 2013, the Company acquired a 68.75% interest in Provitro Biosciences LLC (“Provitro”). Accordingly, the activities of Provitro from the acquisition date though December 31, 2013 have been included in the Company’s consolidated statement of operations for the year ended December 31, 2013. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs associated with the acquisition of Provitro of $0.4 million, are included in general and administrative expenses. | |||||||||
Although the Company has yet to generate revenue from the activities of Provitro, it is continuing to (i) advance the Provitro™ technology and related laboratory processes, (ii) assess potential markets for timber bamboo, and (iii) engage with third parties regarding the commercialization of the Provitro™ technology. During 2013, Provitro incurred $2.9 million of operating expenses which have been included in general and administrative expenses. | |||||||||
The following table summarizes the allocation of the $16.6 million cash paid for the assets acquired and liabilities assumed as a result of the Provitro acquisition on February 21, 2013 (in thousands): | |||||||||
Tangible assets acquired and liabilities assumed: | |||||||||
Cash | $ | 7,396 | |||||||
Other current and noncurrent assets, net of liabilities | 430 | ||||||||
Property in service | 2,950 | ||||||||
Net tangible assets acquired | 10,776 | ||||||||
Identifiable intangible assets | 12,853 | ||||||||
Goodwill | 516 | ||||||||
Fair value of assets acquired | 24,145 | ||||||||
Fair value of 31.25% noncontrolling interest | (7,545 | ) | |||||||
Total purchase price | $ | 16,600 | |||||||
These allocations were based on fair value estimates as of the closing date of the acquisition and are included in the Company’s consolidated balance sheet at December 31, 2013. The Company used the cost approach to value the $12.9 million of definite-lived intangible assets related to the developed Provitro™ technology. The Company has determined that the expected period of benefit of the developed technology is approximately ten years. | |||||||||
The acquisition of Provitro was not material to the Company’s results of operations or cash flows. | |||||||||
Ovidian—In June 2011, the Company acquired all of the membership interests of Ovidian by paying $6.0 million in cash and issuing 3,000,000 shares of the Company’s Class A common stock to the former owners. Ovidian is a well-respected and trusted provider of IP advisory and consulting services to leading technology companies. A portion of the purchase price was placed in escrow and is being recognized as compensation expense from the date of acquisition through July 1, 2014, at a rate of $0.8 million per quarter beginning with the quarter ended September 30, 2011, subject to certain forfeiture provisions. | |||||||||
ContentGuard—In October 2011, the Company purchased 90.1% of the outstanding capital stock of ContentGuard Holdings Inc. (“ContentGuard”) for aggregate consideration of $90.1 million in cash. ContentGuard has been an inventor and developer of digital rights management patents and content distribution technologies designed to facilitate the creation of products and security solutions that guard against unauthorized duplication and use of digital content. | |||||||||
Selected Financial Information—The Company’s consolidated financial statements for the year ended December 31, 2011 include the results of Ovidian and ContentGuard from their respective dates of acquisition through December 31, 2011 as follows (in thousands): | |||||||||
Ovidian Group | ContentGuard | ||||||||
Revenue | $ | 2,637 | $ | — | |||||
General and administrative expenses | 3,525 | 774 | |||||||
Amortization of intangibles | 264 | 1,722 | |||||||
Net loss | (1,152 | ) | (2,496 | ) | |||||
Unaudited Pro Forma Combined Financial Information—For comparability purposes, the following table presents the Company’s unaudited pro forma revenue and earnings for the year ended December 31, 2011 had the Ovidian and ContentGuard acquisitions occurred on January 1, 2011 (in thousands, except per share amounts): | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2011(1) | |||||||||
Revenue | $ | 4,656 | |||||||
Net income | 268,821 | ||||||||
Net income attributable to Pendrell | 289,872 | ||||||||
Basic income per share attributable to Pendrell | 1.06 | ||||||||
Diluted income per share attributable to Pendrell | 1.04 | ||||||||
-1 | The Company’s historical results for the year ended December 31, 2011 include a $40.7 million income tax benefit, primarily related to the release of a portion of the Company’s deferred tax valuation allowance as a result of the establishment of deferred tax liabilities in connection with the ContentGuard acquisition. As this income tax benefit is non-recurring in nature and is directly related to the acquisition of ContentGuard, the Company has excluded it from its presentation of pro forma net income. |
Asset_Acquisitions_and_Divesti
Asset Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Asset Acquisitions and Divestitures | ' |
4. Asset Acquisitions and Divestitures | |
The Company has used, and may continue to use, different structures and forms of consideration for its acquisitions. Acquisitions may be consummated through the use of cash, equity, seller financing, third party debt, earn-out obligations, revenue sharing, profit sharing, or some combination of these types of consideration. Consequently, the acquisition values reflected in the Company’s investing activities may represent lower amounts than would be reflected, for example, in a situation where cash alone was utilized to complete the acquisition. | |
During the year ended December 31, 2013, the Company expanded its patent holdings through the acquisition of additional patents covering memory and storage technologies for electronic devices. During 2012, the Company acquired patent portfolios covering wireless handset and infrastructure technologies, e-commerce, mobile applications, video delivery, security, and other technologies. | |
During the year ended December 31, 2013, the Company sold patents in several transactions and has included the gross proceeds in revenue. Cost associated with the patents sold, including any remaining net book value, are included in patent administration, litigation and related costs. Certain of the patents sold were subject to an obligation to pay a substantial portion of the net proceeds to a third party. In future periods, these third party payments as a percentage of revenues may vary significantly based on the structure utilized for any given acquisition. | |
The net effect of the patent acquisitions and divestures, including the issuance of more than fifty additional patents since the beginning of 2013, resulted in the Company, through its subsidiaries, holding more than 1,600 issued patents worldwide, with additional patent applications pending. | |
In March 2011, the Company continued the divestiture of its satellite-related assets with the sale of its interests in DBSD to DISH Network for $325.0 million and recognized a gain of approximately $300.9 million associated with the disposition. The final installment of $10.0 million, together with reimbursement of certain bankruptcy-related costs, was paid by DISH Network in March 2012, upon DBSD’s emergence from bankruptcy. | |
During the first quarter of 2012, the Company completed the sale of its real property in Brazil for approximately $5.6 million and sold its MEO Assets. On June 29, 2012, the Company transferred its International Subsidiaries to the Liquidating Trust. All of the property in Brazil, the MEO Assets and substantially all of the assets of the International Subsidiaries had been written off in prior years. | |
The disposal of the Company’s satellite assets and transfer of its International Subsidiaries to a Liquidating Trust resulted in the elimination of approximately $61.9 million in satellite-related liabilities, a one-time $48.7 million gain, and the triggering of tax losses of approximately $2.4 billion, which the Company believes can be carried forward to offset taxable income for up to 20 years. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets | ' | ||||||||
5. Intangible Assets | |||||||||
The Company has determined that purchased trade names for both Ovidian and ContentGuard have indefinite lives as the Company expects to generate cash flows related to these assets indefinitely. Consequently, the trade names are not amortized, but are reviewed for impairment at least annually in the fourth quarter, or more frequently if circumstances indicate the carrying values of the assets may exceed their fair values. | |||||||||
Intangible assets with finite useful lives consist of acquired patents, developed technology, customer relationships and trade secrets which are amortized on a straight-line basis over the expected period of benefit which range from six to thirteen years. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||
The Company has determined that no impairments related to its intangible assets existed as of December 31, 2013 and 2012. | |||||||||
The following table presents the expected period of benefit of the Company’s intangible assets with finite useful lives: | |||||||||
Weighted | |||||||||
Average Lives | |||||||||
Patents | 10 years | ||||||||
Developed technology | 10 years | ||||||||
Customer relationships | 9 years | ||||||||
Trade secrets | 12 years | ||||||||
The following table presents details of the Company’s intangible assets and related amortization (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Cost: | |||||||||
Patents | $ | 144,739 | $ | 137,513 | |||||
Developed technology | 12,853 | — | |||||||
Customer relationships | 6,615 | 6,615 | |||||||
Trade names | 4,812 | 4,812 | |||||||
Trade secrets | 1,940 | 1,940 | |||||||
Total cost | 170,959 | 150,880 | |||||||
Accumulated amortization: | |||||||||
Patents | (27,925 | ) | (14,149 | ) | |||||
Developed technology | (1,071 | ) | — | ||||||
Customer relationships | (1,872 | ) | (1,065 | ) | |||||
Trade names | — | — | |||||||
Trade secrets | (404 | ) | (242 | ) | |||||
Total accumulated amortization | (31,272 | ) | (15,456 | ) | |||||
Intangible assets, net | $ | 139,687 | $ | 135,424 | |||||
During the year ended December 31, 2013, the Company disposed of certain patents. Cost associated with the patents disposed, including any remaining net book value, are included in patent administration, litigation and related costs and were immaterial for the period. The Company did not dispose of any purchased intangible assets during the years ended December 31, 2012 and 2011. | |||||||||
The Company recorded amortization expense related to purchased intangible assets of $15.9 million, $13.5 million and $2.0 million for the years ended December 31, 2013, 2012, and 2011, respectively, which is included in amortization of intangibles in the consolidated statements of operations. | |||||||||
The estimated future amortization expense of purchased intangible assets as of December 31, 2013 is as follows (in thousands): | |||||||||
Year ending December 31, | Amount | ||||||||
2014 | $ | 16,194 | |||||||
2015 | 16,194 | ||||||||
2016 | 16,234 | ||||||||
2017 | 16,009 | ||||||||
2018 | 15,828 | ||||||||
Thereafter | 54,416 | ||||||||
Total | $ | 134,875 | |||||||
Goodwill
Goodwill | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
6. Goodwill | |||||||||
Goodwill represents the excess of purchase price over the fair value of net assets acquired in the Company’s acquisitions of Ovidian on June 17, 2011, ContentGuard on October 31, 2011 and Provitro on February 21, 2013. | |||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 21,209 | $ | 22,093 | |||||
Acquisition of Provitro | 516 | — | |||||||
Net adjustments to purchase price of ContentGuard | — | (884 | ) | ||||||
Ending balance | $ | 21,725 | $ | 21,209 | |||||
During the fourth quarter of 2012, the Company re-assessed the assumptions it utilized in estimating and assigning value to assumed tax liabilities in connection with the ContentGuard purchase price allocation. As new information utilized in estimating the tax liabilities arose within the measurement period for allocating ContentGuard’s purchase price, goodwill and other current liabilities were adjusted. |
Accrued_expenses
Accrued expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued expenses | ' | ||||||||
7. Accrued expenses | |||||||||
The following table summarizes accrued expenses (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Accrued payroll and related expenses | $ | 2,242 | $ | 1,092 | |||||
Accrued legal, professional and other expenses | 3,429 | 1,290 | |||||||
$ | 5,671 | $ | 2,382 | ||||||
Other_liabilities
Other liabilities | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities Disclosure [Abstract] | ' |
Other liabilities | ' |
8. Other liabilities | |
From time to time the Company agrees to make contingent and non-contingent future payments in connection with acquisition transactions. The Company recognizes the contingent portion of these future payments as liabilities when they are estimable and it is probable that they will be paid. Other liabilities, both current and noncurrent, that meet these criteria include installment payment obligations at December 31, 2013, arising from property and intangible asset acquisitions of which $2.0 million is due in 2014 and $4.0 million is due in 2015. There were no future payment obligations at December 31, 2012. Additionally, other liabilities include expense related to restricted stock awards that are required to be treated as a liability of which $1.4 million and $0.6 million were accrued as of December 31, 2013 and 2012, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies | ' | ||||||||||||
9. Commitments and Contingencies | |||||||||||||
Purchase Commitments—The Company’s contractual obligations include installment payment obligations arising from property and intangible asset acquisitions of which $2.0 million is due in 2014 and $4.0 million is due in 2015. | |||||||||||||
Lease and Commitments—The Company has operating lease agreements for its main office in Kirkland, Washington, and offices in California, Texas, Washington, D.C. and Finland. Total rental expense included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Rent expense | $ | 875 | $ | 637 | $ | 859 | |||||||
As of December 31, 2013, future minimum payments under the Company’s lease agreements were as follows (in thousands): | |||||||||||||
Operating | |||||||||||||
leases | |||||||||||||
2014 | $ | 816 | |||||||||||
2015 | 626 | ||||||||||||
2016 | 612 | ||||||||||||
2017 | 591 | ||||||||||||
2018 | 425 | ||||||||||||
Thereafter | 205 | ||||||||||||
Total minimum payments | $ | 3,275 | |||||||||||
Litigation—In the opinion of management, except for those matters described below and elsewhere in this report, to the extent so described, litigation, contingent liabilities and claims against the Company in the normal course of business are not expected to involve any judgments or settlements that would be material to the Company’s financial condition, results of operations or cash flows. | |||||||||||||
ZTE Enforcement Actions—On February 27, 2012, the Company’s ContentGuard subsidiary filed a patent infringement lawsuit against ZTE Corporation and ZTE (USA) Inc. (collectively “ZTE”) in the Eastern District of Virginia (the “ZTE District Court Case”), in which ContentGuard alleged that the defendants have infringed and continue to infringe six of its patents by making, using, selling or offering for sale certain mobile communication and computing devices. The ZTE District Court Case was transferred to the federal court in the Southern District of California on May 18, 2012. In December 2013, ContentGuard voluntarily dismissed the ZTE District Court Case and, shortly thereafter, entered into a standstill agreement with ZTE. The standstill agreement does not impact the inter partes review (“IPR”) proceedings and opposition proceeding in Germany (the “Opposition”) described below. | |||||||||||||
On February 12, 2013, ZTE filed with the United States Patent and Trademark Office petitions for IPR, challenging the validity of 290 of the 310 claims contained in the six patents asserted by ContentGuard in the ZTE District Court Case. The Patent Trial and Appeal Board (“PTAB”) hears all IPR challenges. It concluded that there was no merit to ZTE's assertions of invalidity on 103 claims, but initiated further proceedings on the remaining claims. The IPR proceedings with respect to one patent have subsequently been dismissed, and reissue proceedings initiated with respect to another of the patents. Hearings on the remaining four patents were held by the PTAB on February 26 and 27, 2014. The Company is unable to anticipate the outcome of the IPR review, including possible appeals. | |||||||||||||
On November 19, 2012, ContentGuard’s subsidiary, ContentGuard Europe GmbH, filed a patent infringement lawsuit against ZTE Corporation and ZTE Deutschland GmbH in Mannheim Regional Court in Germany, in which ContentGuard Europe GmbH alleged that the defendants have infringed and continue to infringe three of its patents by making, using, selling or offering for sale certain mobile communication and computing devices. ZTE filed a nullity action against two of the patents in April 2013 and filed an Opposition against the third patent in July 2013. Infringement hearings on one of the patents were held in May and November 2013. The infringement and nullity proceedings were “put to rest” (stayed) in January 2014 as required by the standstill agreement. The Opposition will continue. The Company is unable to anticipate the timing or outcome of the Opposition. | |||||||||||||
Enforcement Action against Amazon et. al.—On December 18, 2013, the Company’s ContentGuard subsidiary filed a patent infringement lawsuit against Amazon.com, Inc. Apple, Inc, Blackberry Corporation (fka Research in Motion Corporation), Huawei Device USA, Inc. and Motorola Mobility LLC in the Eastern District of Texas, in which ContentGuard alleged that the defendants have infringed and continue to infringe nine of its patents by making, using, selling or offering for sale certain mobile communication and computing devices (the “Amazon Litigation”). On January 17, 2014, ContentGuard filed an amended complaint in the Amazon Litigation adding certain affiliates of the original defendants, along with HTC Corporation, HTC America Inc., Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. and Samsung Telecommunications America, LLC. The Company is unable to anticipate the timing or outcome of the Amazon Litigation. | |||||||||||||
Google Actions—On January 31, 2014, Google Inc. (“Google”) filed a declaratory judgment suit in the Northern District of California alleging non-infringement of the nine patents asserted in the Amazon Litigation. On February 5, 2014, ContentGuard filed a patent infringement action in the Eastern District of Texas against Google, in which ContentGuard alleges that Google has infringed and continues to infringe the same nine patents. On February 19, 2014, ContentGuard moved to consolidate ContentGuard’s patent infringement claim against Google into the Amazon Litigation. The Company is unable to anticipate the timing or outcome of the actions by and against Google. | |||||||||||||
J&J Collection—In March 2012, the Company asserted claims in arbitration in London against Jay and Jayendra (Pty) (“J&J Group”), a South African corporation, to recover approximately $2.7 million in costs that J&J Group was required to reimburse the Company pursuant to a MEO satellite asset purchase agreement that was signed in April 2011. In May 2012, J&J Group counterclaimed for breach of contract, seeking approximately $1.2 million, plus attorney fees and costs. The arbitration was held in September 2012, and judgment was awarded in November 2012, in the Company’s favor for approximately $4.0 million, which included its requested reimbursement plus costs and fees of approximately $1.3 million. J&J Group submitted multiple appeals to the UK courts, the last of which was rejected in July 2013. The Company has commenced a collection action in South Africa (where J&J Group is domiciled), but due to the uncertainty of collection, it has not recognized the gain associated with the judgment. The Company is unable to anticipate the timing or outcome of the proceedings against J&J Group. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Shareholders' Equity | ' | ||||||||||||||||||||
10. Shareholders’ Equity | |||||||||||||||||||||
Common Stock—The Company’s Articles of Incorporation authorizes two classes of common stock, Class A and Class B. The rights of the holders of shares of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Holders of shares of Class A common stock are entitled to one vote per share. Holders of shares of Class B common stock are entitled to ten votes per share. The Class B common stock is convertible at any time at the option of its holder into shares of Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock. Additionally, subject to certain exceptions, shares of Class B common stock will automatically convert into shares of Class A common stock if the shares of Class B common stock are sold or transferred. Class A common stock is not convertible. Eagle River Satellite Holdings, LLC, the Company’s controlling shareholder, together with its affiliates Eagle River Investments, LLC, Eagle River, Inc. and Eagle River Partners, LLC held an economic interest of approximately 33.3% and a voting interest of approximately 65.1% in the Company as of December 31, 2013. | |||||||||||||||||||||
Stock Incentive Plan—On November 14, 2012, the Company’s shareholders approved the Pendrell Corporation 2012 Equity Incentive Plan (the “2012 Plan”). Effective upon the approval of the 2012 Plan, the Company’s 2000 Stock Incentive Plan, as amended and restated (the “2000 Plan”) was terminated. No additional awards will be granted under the 2000 Plan. | |||||||||||||||||||||
The purpose of the 2012 Plan is to assist the Company in securing and retaining the services of skilled employees, directors, consultants and/or advisors of the Company and to provide incentives for such individuals to exert maximum efforts toward the Company’s success. The 2012 Plan allows for the grant of stock options, stock appreciation rights, performance stock awards, performance cash awards, restricted stock awards, restricted stock unit awards and other stock awards (collectively, “Awards”) to employees, directors, consultants and/or advisors who provide services to the Company or its subsidiaries. | |||||||||||||||||||||
Under the 2012 Plan, the aggregate number of shares of Class A common stock that may be issued pursuant to Awards from and after the effective date of the 2012 Plan will not exceed, in the aggregate, the sum of 37,952,546 shares, plus any shares subject to outstanding stock awards granted under the 2000 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited, cancelled or otherwise returned due to the failure to meet a condition required to vest such shares; or (iii) are reacquired, withheld or not issued to satisfy a tax withholding obligation in connection with an award. As of December 31, 2013, 19,340,442 shares were reserved and remain available for grant under the 2012 Plan. | |||||||||||||||||||||
Stock-Based Compensation—The Company records stock-based compensation based on the estimated fair value on the date of grant and recognizes compensation cost over the requisite service period for awards expected to vest. The Company estimates its forfeiture rate for Awards based on the Company’s historical rate of forfeitures due to terminations and expectations for forfeitures in the future. Effective July 1, 2011, the Company determined that DBSD was no longer a related corporation under the 2000 Plan. As a direct result of DBSD no longer being deemed a related corporation under the 2000 Plan, the Company decreased its estimated forfeiture rate from 40% to 5% during the third quarter of 2011. | |||||||||||||||||||||
Stock-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011was as follows (in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Stock options | 5,723 | 4,564 | 3,345 | ||||||||||||||||||
Restricted stock awards(1)(2) | 6,622 | 4,033 | 2,024 | ||||||||||||||||||
Total stock-based compensation expense | $ | 12,345 | $ | 8,597 | $ | 5,369 | |||||||||||||||
-1 | In August 2012, the Company’s Board of Directors approved a modification which added alternative vesting criteria required for 3,175,000 shares of restricted stock previously granted to 12 employees. As a result of the modification the Company recorded an additional $1.0 million of stock-based compensation expense for the year ended December 31, 2012, which represents the incremental fair value of the modified restricted stock. | ||||||||||||||||||||
-2 | Stock-based compensation expense for the year ended December 31, 2013 and 2012, includes $0.8 million and $0.6 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. As of December 31, 2013 and 2012, $1.4 million and $0.6 million, respectively, were accrued for such awards. | ||||||||||||||||||||
At December 31, 2013, the balance of stock-based compensation cost to be expensed in future years related to unvested stock-based awards, as adjusted for expected forfeitures, is as follows (in thousands): | |||||||||||||||||||||
2014 | $ | 7,789 | |||||||||||||||||||
2015 | 4,444 | ||||||||||||||||||||
2016 | 1,939 | ||||||||||||||||||||
2017 | 134 | ||||||||||||||||||||
2018 and thereafter | — | ||||||||||||||||||||
$ | 14,306 | ||||||||||||||||||||
The weighted average period over which the unearned stock-based compensation expense is expected to be recognized is approximately 2.2 years. | |||||||||||||||||||||
Stock Options and Stock Appreciation Rights—The Company has granted stock options and stock appreciation rights to employees, directors, consultants and/or advisors in connection with their service to the Company. Stock options to purchase the Company’s Class A common stock are granted at the fair market value of the stock on the date of grant. The Company has both service-based stock options and performance-based stock options. The majority of service-based stock options become exercisable over a four year period and stock options granted to non-employee directors generally vest over one year. Performance-based stock options become exercisable, and stock appreciation rights will be triggered, if the Company achieves specified performance goals during the performance period and the grantee remains employed during the subsequent vesting period. Stock options generally expire 10 years after the date of grant or up to three months after termination of employment, whichever occurs earlier. | |||||||||||||||||||||
The weighted average fair value of stock options and stock appreciation rights granted during the years ended December 31, 2013, 2012 and 2011 was estimated using the Black-Scholes Model with the following assumptions: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Weighted average expected volatility | 55 | % | 57 | % | 83 | % | |||||||||||||||
Weighted average risk-free interest rate | 1.2 | % | 1.1 | % | 2.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||
Weighted average expected term in years | 5.8 | 6.2 | 6.3 | ||||||||||||||||||
Weighted average estimated fair value per option granted | $ | 0.88 | $ | 0.68 | $ | 1.8 | |||||||||||||||
The assumptions used to calculate the fair value are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. | |||||||||||||||||||||
In prior periods, the expected stock price volatility rate was based on the Company’s historical stock price. In the third quarter of 2011, the Company modified the expected stock price volatility rate to a blend of the Company’s historical stock price volatility and a peer historical volatility, which the Company believed was in line with its change in business direction and was more reflective of the Company’s expected future volatility at that time. In the third quarter of 2012, the Company again modified the expected stock price volatility rate to a rate based solely on the Company’s peer historical volatility. The change occurred simultaneous with the Company’s complete exit from its historical satellite business as a result of the divesture of its remaining MEO Assets and the deconsolidation of its International Subsidiaries on June 29, 2012. The Company is now focused solely on its IP investment, advisory and asset management business and has determined that a peer group only historical volatility rate is more representative of the Company’s business direction and expected future volatility. | |||||||||||||||||||||
The risk-free interest rate is based upon U.S. Treasury bond interest rates appropriate for the term of the Company’s employee stock options and stock appreciation rights. The expected dividend yield is based on the Company’s history and expectation of dividend payments. The expected term has been estimated using the simplified method which permit entities, under certain circumstances, to continue to use the simplified method in developing estimates of the expected term of “plain-vanilla” share options and stock appreciation rights. | |||||||||||||||||||||
The Company granted the following stock options and stock appreciation rights to certain employees in connection with their continued or new employment with the Company during the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Service-based | 1,248,000 | 15,450,875 | 6,039,500 | ||||||||||||||||||
Performance-based | 250,000 | — | 2,000,000 | ||||||||||||||||||
Stock options issued as Board of Director compensation | 300,000 | 300,000 | 300,000 | ||||||||||||||||||
Total granted | 1,798,000 | 15,750,875 | 8,339,500 | ||||||||||||||||||
Fair value of grants | $ | 1,585 | $ | 10,712 | $ | 14,699 | |||||||||||||||
The Company’s stock option and stock appreciation rights activity for the years ended December 31, 2013, 2012 and 2011 is summarized as follows: | |||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||||||
options | average | average | intrinsic | ||||||||||||||||||
exercise | remaining | value(1) | |||||||||||||||||||
price | life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at December 31, 2010 | 14,704,073 | $ | 3.68 | ||||||||||||||||||
Granted | 8,339,500 | 3.96 | |||||||||||||||||||
Exercised | (210,000 | ) | 1.08 | ||||||||||||||||||
Forfeited | (8,638,573 | ) | 4.74 | ||||||||||||||||||
Outstanding at December 31, 2011 | 14,195,000 | 3.23 | |||||||||||||||||||
Granted | 15,750,875 | 1.27 | |||||||||||||||||||
Exercised | (597,875 | ) | 1.25 | ||||||||||||||||||
Forfeited | (862,625 | ) | 3.04 | ||||||||||||||||||
Outstanding at December 31, 2012 | 28,485,375 | 2.19 | |||||||||||||||||||
Granted | 1,798,000 | 1.73 | |||||||||||||||||||
Exercised | (165,312 | ) | 1.13 | ||||||||||||||||||
Forfeited | (1,621,600 | ) | 2.2 | ||||||||||||||||||
Outstanding at December 31, 2013 | 28,496,463 | $ | 2.17 | 7.72 | $ | 14,142 | |||||||||||||||
Exercisable at December 31, 2013 | 11,035,669 | $ | 2.08 | 6.88 | $ | 4,853 | |||||||||||||||
Vested and expected to vest, December 31, 2013 | 27,679,015 | $ | 2.19 | 7.7 | $ | 13,647 | |||||||||||||||
-1 | Aggregate intrinsic value represents total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of 2013 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their stock options and stock appreciation rights on the last business day of the fiscal year. | ||||||||||||||||||||
The intrinsic value of stock options exercised during the year ended December 31, 2013 was $0.1 million. The total fair value of options which vested during the years ended December 31, 2013, 2012 and 2011 was approximately $5.8 million, $4.1 million and $1.5 million, respectively. | |||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable stock options and stock appreciation rights as of December 31, 2013: | |||||||||||||||||||||
Outstanding stock options and | Exercisable stock options | ||||||||||||||||||||
stock appreciation rights | and stock appreciation rights | ||||||||||||||||||||
Range of exercise prices | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||
options/SARs | average | average | options/SARs | average | |||||||||||||||||
exercise | remaining | exercise | |||||||||||||||||||
price | life (in | price | |||||||||||||||||||
years) | |||||||||||||||||||||
$0.00—$2.00 | 18,543,250 | $ | 1.25 | 8.23 | 6,362,650 | $ | 1.25 | ||||||||||||||
$2.01—$4.00 | 6,708,213 | 2.65 | 7.47 | 3,328,019 | 2.74 | ||||||||||||||||
$4.01—$6.00 | 2,345,000 | 5.09 | 4.46 | 1,345,000 | 4.41 | ||||||||||||||||
$6.01—$10.00 | 900,000 | 10 | 7.46 | — | — | ||||||||||||||||
28,496,463 | $ | 2.17 | 7.72 | 11,035,669 | $ | 2.08 | |||||||||||||||
Restricted Stock Awards—The Company has granted restricted stock awards to employees and consultants in connection with their service to the Company. The Company’s stock grants can be categorized as either service-based awards, performance-based awards, and/or market-based awards. | |||||||||||||||||||||
The Company granted the following shares of Class A common stock underlying restricted stock awards granted to certain employees in connection with their continued or new employment with the Company during the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Service-based(1) | 211,250 | 3,401,813 | 295,000 | ||||||||||||||||||
Market-based(2)(3)(4) | 300,000 | 2,927,812 | 2,975,000 | ||||||||||||||||||
Shares issued as Board of Director compensation | 348,698 | 145,124 | 112,574 | ||||||||||||||||||
Total granted | 859,948 | 6,474,749 | 3,382,574 | ||||||||||||||||||
Fair value of grants | $ | 1,198 | $ | 9,979 | $ | 8,666 | |||||||||||||||
-1 | The service-based restricted stock awards generally vest at a rate of 25% per year over four years. | ||||||||||||||||||||
-2 | The market-based restricted stock awards granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each which vest only after designated time periods have elapsed and designated stock prices (each a “Price Threshold”) have been met. Specifically, for each 150,000 stock award, (i) 25% vests when at least one year has passed and the Price Threshold has been met, (ii) 25% vests when at least two years have passed and the Price Threshold has been met, (iii) 25% vests when at least three years have passed and the Price Threshold has been met, and (iv) the final 25% vests when at least four years have passed and the Price Threshold has been met. The Price Threshold for one of the 150,000 stock awards is an average closing price of $3.00 for 20 consecutive trading days. The Price Threshold for the other 150,000 stock award is an average closing price of $6.00 for 20 consecutive trading days. | ||||||||||||||||||||
-3 | The market-based restricted stock awards granted during the year ended December 31, 2012 vest based upon, (i) the Company’s common stock achieving an average closing price of $2.00 for 60 consecutive calendar days, and (ii) upon the Company’s common stock achieving an average closing price of $3.00 for 60 consecutive calendar days. During the year ended December 31, 2013 the market condition of an average closing stock price of $2.00 for 60 consecutive calendar days was met and 2,780,164 restricted stock awards vested. | ||||||||||||||||||||
-4 | On August 24, 2012, the Company’s Board of Directors approved a modification which added alternative vesting criteria for 3,175,000 shares of restricted stock previously granted to employees, including the 2,975,000 granted in 2011. The performance conditions were modified to encourage the attainment of key performance targets and retention of skilled employees. The new terms for the modified restricted stock with performance conditions provide for vesting to occur on the earlier of the Company’s achievement of certain financial targets or modified share price targets. No other terms of the restricted stock awards were modified. | ||||||||||||||||||||
The Company’s restricted stock award activity for the years ended December 31, 2013, 2012 and 2011 is summarized as follows: | |||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||
restricted | average | ||||||||||||||||||||
stock awards | grant date | ||||||||||||||||||||
fair value | |||||||||||||||||||||
Unvested—December 31, 2010 | 2,008,768 | $ | 1.17 | ||||||||||||||||||
Granted | 3,382,574 | 2.56 | |||||||||||||||||||
Vested | (780,433 | ) | 1.23 | ||||||||||||||||||
Unvested—December 31, 2011 | 4,610,909 | 2.18 | |||||||||||||||||||
Granted | 6,474,749 | 1.55 | |||||||||||||||||||
Vested | (559,783 | ) | 1.57 | ||||||||||||||||||
Forfeited | (717,500 | ) | 1.62 | ||||||||||||||||||
Unvested—December 31, 2012 | 9,808,375 | 1.84 | |||||||||||||||||||
Granted | 859,948 | 1.39 | |||||||||||||||||||
Vested | (4,298,239 | ) | 1.53 | ||||||||||||||||||
Forfeited | (457,968 | ) | 1.76 | ||||||||||||||||||
Unvested—December 31, 2013 | 5,912,116 | $ | 1.62 | ||||||||||||||||||
During the year ended December 31, 2013, 2,780,164 market-based restricted stock awards and restricted stock units vested as a result of the Company’s achievement of the market condition of an average closing stock price of $2.00 for 60 consecutive calendar days and 1,518,075 service-based restricted stock awards and restricted stock units vested as a result of the achievement of service targets. Certain holders of the vested restricted stock awards and restricted stock units exercised their right to have their awards net-share settled to cover statutory employee taxes related to the vesting of the restricted stock awards and restricted stock units. The settlement of these awards resulted in the Company repurchasing and/or cancelling 1,107,901 shares for $2.7 million. Of this amount, $1.0 million was charged to retained earnings and $1.7 million was charged to additional paid in capital. | |||||||||||||||||||||
Warrants—In connection with the settlement of long-term debt in 2002, the Company issued warrants to purchase shares of the Company’s Class A common stock. Each warrant contained provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain dilutive transactions. During the fourth quarter of 2012, warrants to purchase a total of 3.2 million shares of the Company’s Class A common stock were exercised at a price of $0.01 per share. As of December 31, 2012 and 2013, there were no additional warrants outstanding. |
Gain_on_Deconsolidation_of_Sub
Gain on Deconsolidation of Subsidiaries | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Text Block [Abstract] | ' | ||||
Gain on Deconsolidation of Subsidiaries | ' | ||||
11. Gain on Deconsolidation of Subsidiaries | |||||
After the sale of the MEO Assets, the Company’s only remaining satellite-related assets were housed in the International Subsidiaries. Due to cumbersome corporate laws in the jurisdictions in which the International Subsidiaries are domiciled, the Company could not liquidate and dissolve the International Subsidiaries in a cost effective manner; nor could it merely abandon the entities. Accordingly, the Company determined that the most expeditious path to divestiture was a complete disposition of the International Subsidiaries into the Liquidating Trust. | |||||
As a result of the transfer of the International Subsidiaries to the Liquidating Trust, the Company no longer has control or significant influence over the operating decisions of the International Subsidiaries. Upon transfer of the International Subsidiaries to the Liquidating Trust, control now rests with the Trustee rather than the Company. Although the Company no longer has control of the International Subsidiaries, it remains a creditor in the same manner as other third party creditors due to significant loans made to those entities. Accordingly, the Company further evaluated the consolidation rules that apply to variable interest entities (“VIE”), and determined that since (i) the Company does not have the power to direct the activities of the Liquidating Trust in a manner to impact its economic performance and (ii) the Company is not the primary beneficiary of the Liquidating Trust, the Liquidating Trust does not meet the consolidation requirements of a VIE. Accordingly, due to the Company’s loss of control, it has deconsolidated the International Subsidiaries from its consolidated financial operating results effective June 29, 2012. | |||||
As a result of the deconsolidation of the International Subsidiaries, the Company recognized a gain of $48.7 million principally through the elimination of $61.9 million of liabilities associated with the International Subsidiaries, including liabilities for uncertain tax positions, net of the recognition of cumulative translation adjustment losses associated with the International Subsidiaries of $12.7 million previously recognized in accumulated other comprehensive loss in shareholders’ equity. | |||||
The following table summarizes the International Subsidiaries obligations, excluding $10.0 million for liabilities related to uncertain tax positions, prior to the transfer to the Liquidating Trust on June 29, 2012 (in thousands): | |||||
June 29, | |||||
2012 | |||||
Accrued expenses | $ | 6,568 | |||
Accrued interest | 30,474 | ||||
Capital lease obligations | 14,881 | ||||
$ | 51,923 | ||||
The Company continued to accrue expenses associated with contractual obligations of the International Subsidiaries until the liabilities were transferred to the Liquidating Trust. During the years ended December 31, 2012 and 2011, the Company recorded general and administrative expenses related to the International Subsidiaries of $0.3 million and $2.0 million, respectively. Additionally, the Company recorded $2.5 million and $4.6 million of interest expense related to the contractual obligations of the International Subsidiaries during the years ended December 31, 2012 and 2011, respectively. |
Gain_on_settlement_of_Boeing_L
Gain on settlement of Boeing Litigation | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Gain on settlement of Boeing Litigation | ' |
12. Gain on settlement of Boeing Litigation | |
The Company was in litigation with Boeing, arising out of agreements with Boeing for the development and launch of its MEO satellites and related launch vehicles. In February 2009, the trial court entered judgment in the Company’s favor for approximately $603.2 million. | |
On April 13, 2012, the California Court of Appeal overturned the judgment. The reversal was the culmination of a three year Court of Appeal process. The Court of Appeal also ordered the Company to reimburse Boeing for its appellate costs, including the cost of an appellate bond, which would have been material. | |
On June 25, 2012, the Company settled its litigation against Boeing. As part of the settlement, the Company agreed to withdraw its petition for review to the California Supreme Court in exchange for a $10.0 million payment from Boeing and Boeing’s waiver of its right to appellate costs. The settlement agreement and mutual release (the “Settlement Agreement”) between the Company and Boeing fully releases and discharges any and all claims between Boeing and the Company. As a result of the Settlement Agreement, the Company recorded a gain on litigation settlement of $10.0 million during the year ended December 31, 2012. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
13. Income Taxes | |||||||||||||
The components of the Company’s consolidated income (loss) before income taxes for the years ended December 31, 2013, 2012 and 2011 consist of the following (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Income (loss) before income taxes: | |||||||||||||
United States | $ | (57,994 | ) | $ | 34,005 | $ | 276,023 | ||||||
Foreign | 14 | 4,978 | (362 | ) | |||||||||
$ | (57,980 | ) | $ | 38,983 | $ | 275,661 | |||||||
The Company’s income tax benefit for the years ended December 31, 2013, 2012 and 2011 consists of the following (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States—deferred | $ | — | $ | — | $ | (40,684 | ) | ||||||
Foreign—current | — | (1,034 | ) | (2,241 | ) | ||||||||
$ | — | $ | (1,034 | ) | $ | (42,925 | ) | ||||||
The United States-deferred income tax benefit for the year ended December 31, 2011 was a result of the Company’s acquisition of ContentGuard in a stock purchase transaction. For tax purposes the assets and liabilities of ContentGuard retain their historical basis and are not adjusted for purchase accounting. As a result, the intangible assets and related goodwill recorded as a result of the acquisition have no tax basis and, therefore, no corresponding deduction in future tax returns. The Company established a deferred tax liability associated with these non-tax deductible assets, excluding goodwill. As a result of recording the deferred tax liabilities of ContentGuard, the Company determined that a portion of its deferred tax valuation allowance could be reduced due to the utilization of scheduled reversals of deferred tax liabilities. The scheduled reversals serve as a source of taxable income to support the realization of deferred tax assets, thereby allowing for the release of a portion of the Company’s deferred tax valuation allowance. Accordingly, the Company’s income tax benefit for the year ended December 31, 2011 includes $40.7 million related to the release of a portion of its valuation allowance. | |||||||||||||
The foreign-current income tax benefits recorded for the years ended December 31, 2012 and 2011 were primarily due to expiration of the statute of limitations associated with previously recorded uncertain tax positions, including interest and penalties. | |||||||||||||
A reconciliation of the federal statutory income tax rate of 34% to the Company’s effective income tax rate is as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory tax rate | 34 | % | 34 | % | 34 | % | |||||||
Change in valuation allowance | (9.33 | ) | (28.71 | ) | (50.33 | ) | |||||||
Deferred tax adjustments | (43.17 | ) | — | — | |||||||||
§338(h)(10) asset sale treatment upon DBSD sale to DISH | 21.22 | — | — | ||||||||||
Liquidation and deconsolidation of subsidiaries | (0.02 | ) | (52.91 | ) | — | ||||||||
Change in state rate | (0.10 | ) | 40.89 | — | |||||||||
Expiration of NOLs | (1.11 | ) | 0.78 | — | |||||||||
Other | (1.49 | ) | 0.89 | 1.6 | |||||||||
Foreign tax benefit | — | 2.41 | (0.84 | ) | |||||||||
Effective tax rate | — | (2.65 | )% | (15.57 | )% | ||||||||
The significant components of the Company’s net deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating and capital losses | $ | 894,798 | $ | 832,976 | |||||||||
Basis difference in Liquidating Trust | 31,642 | 93,946 | |||||||||||
Accrued expenses and other | 10,150 | 7,897 | |||||||||||
Total deferred tax assets | 936,590 | 934,819 | |||||||||||
Valuation allowance | (905,502 | ) | (900,093 | ) | |||||||||
Net deferred tax assets | $ | 31,088 | $ | 34,726 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles | $ | (32,576 | ) | $ | (36,214 | ) | |||||||
Total deferred tax liabilities | $ | (32,576 | ) | $ | (36,214 | ) | |||||||
Net deferred tax liabilities | $ | (1,488 | ) | $ | (1,488 | ) | |||||||
During the year ended December 31, 2013, the Company validated prior year costs to be deducted on its 2012 income tax return resulting from the disposition of substantially all of its satellite related assets either to unrelated parties or via transfer into the Liquidating Trust. This validation process resulted in a reduction to the NOL DTA in the amount of $32.5 million during the year ended December 31, 2013. The related NOLs are now shown as an unrecognized tax benefit, pending IRS consent. If approved by the IRS, the $32.5 million will be reflected as an NOL DTA in future years. The reduction was partially offset by $7.5 million of additional NOL DTAs. The net $25.0 million reduction in the NOL DTAs was offset by a corresponding decrease in the Company’s valuation allowance, resulting in no impact on the Company’s financial position, results of operations or cash flows. The impact of the reduced NOL DTAs is reflected in the deferred tax adjustments caption in the Company’s 2013 effective tax rate reconciliation. | |||||||||||||
DBSD has been deconsolidated from the Company’s financial statements since May 15, 2009, when the Company ceased to have control of DBSD as a result of Chapter 11 bankruptcy proceedings. As a result of the deconsolidation of DBSD, all of the assets and liabilities of the subsidiary, including deferred tax assets and liabilities were derecognized. When the plan of reorganization was consummated and DBSD emerged from Chapter 11 bankruptcy proceedings on March 9, 2012, the Company and DBSD, which had until that time continued to be treated for U.S. federal tax purposes as an affiliated group of companies subject to consolidation, became deconsolidated for tax purposes. Subsequent to emergence from bankruptcy proceedings, DISH Network and the Company made a joint election to treat the DISH Network acquisition of DBSD as an asset acquisition under §338(h)(10) of the Internal Revenue Code. Prior to the filing of its 2012 income tax return, the Company received a Private Letter Ruling from the IRS affirming the §338(h)(10) election. As a result of the ruling, the Company recognized an additional $36.2 million of NOLs related to the sale of DBSD to DISH Network. These additional NOL DTAs were offset by a corresponding increase in the Company’s valuation allowance. The impact of the additional NOL DTAs is reflected in the §338(h)(10) asset sale treatment upon DBSD sale to DISH caption in the Company’s 2013 effective tax rate. | |||||||||||||
For all years presented, the Company has considered all available evidence, both positive and negative, and ongoing prudent and feasible tax planning strategies to determine that, based on the weight of that evidence, a valuation allowance is needed to reduce the value of its deferred tax assets to an amount that is more likely than not to be realized. | |||||||||||||
At December 31, 2013, the Company had NOLs of approximately $2.5 billion, of which $2.4 billion were from prior years and an additional $0.1 billion was generated in 2013 as a result of current year losses, the validation of historical NOLs and the affirmed §338(h)(10) election. $2.4 billion of these NOLs are immediately available and begin to expire in 2025. As of December 31, 2013, the Company also had California NOLs of $1.4 billion, a portion of which shall expire in 2014. The NOLs could be subject to limitation under Section 382 if future stock offerings or equity transactions give rise to an ownership change as defined for purposes of Section 382. As discussed below, the Board of Directors adopted a Tax Benefits Preservation Plan designed to preserve shareholder value and the value of certain tax assets primarily associated with NOLs under Section 382. | |||||||||||||
During the year ended December 31, 2013, $14.3 million of uncertain tax positions were released related to the affirmed §338(h)(10) election on the sale of DBSD to DISH Network. In addition, the Company identified certain NOL DTAs requiring IRS consent for reasonable cause relief. Accordingly, the Company reduced its NOL DTAs and recorded a corresponding $32.5 million unrecognized tax benefit, pending IRS consent. As a result, the Company had an unrecognized tax benefit of $37.7 million as of December 31, 2013, with no accrued interest and penalties. As of December 31, 2012, the Company had unrecognized benefits of $19.5 million, with no accrued interest and penalties. During the year ended December 31, 2013, the Company recorded no penalties or interest within its income tax benefit. During the years ended December 31, 2012 and 2011, the Company recorded penalties and interest within its income tax benefit of $0.8 million and $1.2 million, respectively. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning of period | $ | 19,452 | $ | 4,686 | $ | 5,917 | |||||||
Additions based on tax positions related to the current year | — | 19,452 | — | ||||||||||
Additions for tax positions related to prior years | 32,533 | 144 | 503 | ||||||||||
Reductions for tax positions of prior years | (14,320 | ) | (4,830 | ) | — | ||||||||
Reductions for expiration of statute of limitations | — | — | (1,734 | ) | |||||||||
End of period | $ | 37,665 | $ | 19,452 | $ | 4,686 | |||||||
As of December 31, 2013, the Company had $37.7 million of unrecognized tax benefits which, if fully recognized, would decrease the Company’s effective tax rate. The Company estimates a reduction in its unrecognized tax benefits of approximately $37.7 million may occur within the next twelve months upon resolution of determinations by taxing authorities. | |||||||||||||
The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various state and foreign jurisdictions. The Company is also open to examination for the years ended 2000 and forward with respect to NOLs generated and carried forward from those years. The Company is open to examination by foreign jurisdictions for tax years 2011 forward. | |||||||||||||
Certain Taxes Payable Irrespective of NOLs—Under the Internal Revenue Code and related Treasury Regulations, the Company may “carry forward” its NOLs in certain circumstances to offset current and future income and thus reduce its federal income tax liability, subject to certain restrictions. To the extent that the NOLs do not otherwise become limited, the Company believes that it will be able to carry forward a significant amount of NOLs. However, these NOLs will not impact all taxes to which the Company may be subject. For instance, state or foreign income taxes and/or revenue based taxes may be payable if the Company’s income or revenue is attributed to jurisdictions that impose such taxes; the Company’s NOLs do not entirely offset its income for alternative minimum tax; and Pendrell or one or more of its corporate subsidiaries may incur federal personal holding company tax liability. This is not an exhaustive list, but merely illustrative of the types of taxes to which its NOLs are not applicable. | |||||||||||||
Personal Holding Company Determination—A personal holding company is a corporation with five individual shareholders whose ownership exceeds 50% of the corporation’s outstanding shares, measured by share value (“Concentrated Ownership”), and which generates personal holding company income (which includes most royalty revenue and other types of passive revenues) that constitutes 60% or more of its adjusted ordinary gross income. For a corporate subsidiary, Concentrated Ownership is determined by reference to ownership of the parent corporation(s), and the subsidiary’s income is subject to additional tests to determine whether the income renders the subsidiary a personal holding company. Due to the realization of subsidiary-level income, Pendrell’s consolidated subsidiary ContentGuard may be a personal holding company. The Company does not anticipate any resulting personal holding company tax liability for current or prior years because if it is determined that ContentGuard is a personal holding company, ContentGuard may pay a dividend to its shareholders (including the Company which is a 90.1% shareholder), rather than incur personal holding company tax. Following a personal holding company determination (if such a determination occurs), if future personal holding company revenues at ContentGuard result in net personal holding company income, and if ContentGuard does not distribute to its shareholders a proportionate dividend in the amount of such income, then the net personal holding company income will be taxed (at 20% under current law). | |||||||||||||
Tax Benefits Preservation Plan— Effective January 29, 2010, the Board of Directors adopted the Tax Benefits Preservation Plan to help the Company preserve its ability to utilize fully its NOLs, to preserve potential future NOLs, and to thereby reduce potential future federal income tax obligations. If the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code, the Company’s ability to use the NOLs could be significantly limited. | |||||||||||||
The Tax Benefits Plan is intended to act as a deterrent to any person or group acquiring, without the approval of the Company’s Board of Directors, beneficial ownership of 4.9% or more of the Company’s securities, defined to include: (i) shares of its Class A common stock and Class B common stock, (ii) shares of its preferred stock, (iii) warrants, rights, or options to purchase its securities, and (iv) any interest that would be treated as “stock” of the Company for purposes of Section 382 or pursuant to Treasury Regulation § 1.382-2T(f)(18). | |||||||||||||
Holders of 4.9% or more of the Company’s securities outstanding as of the close of business on January 29, 2010 will not trigger the Tax Benefits Plan so long as they do not (i) acquire additional securities constituting one-half of one percent (0.5%) or more of the Company’s securities outstanding as of the date of the Tax Benefits Plan (as adjusted to reflect any stock splits, subdivisions and the like), or (ii) fall under 4.9% ownership of the Company’s securities and then re-acquire securities that increase their ownership to 4.9% or more of the Company’s securities. The Board of Directors may exempt certain persons whose acquisition of securities is determined by the Board of Directors not to jeopardize the Company’s tax benefits or to otherwise be in the best interest of the Company and its shareholders. The Board of Directors may also exempt certain transactions. |
Employee_Benefits
Employee Benefits | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Postemployment Benefits [Abstract] | ' | ||||||||||||
Employee Benefits | ' | ||||||||||||
14. Employee Benefits | |||||||||||||
The Company provides its eligible employees with medical and dental benefits, insurance arrangements to cover death in service, long-term disability and personal accident, as well as a defined contribution retirement plan. Expense related to contributions by the Company under the defined contribution retirement plan included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Defined contribution expenses | $ | 291 | $ | 242 | $ | 94 |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Parties | ' |
15. Related Parties | |
The Company considers its related parties to be its principal shareholders and their affiliates, as well as DBSD up to the sale of DBSD which occurred in March 2011. | |
Eagle River Satellite Holdings, LLC (“ERSH”), Eagle River Investments, Eagle River, Inc. and Eagle River Partners, LLC (“ERP”)—ERSH is the Company’s controlling shareholder. ERSH, together with its affiliates Eagle River Investments, LLC, Eagle River, Inc. and ERP (collectively, “Eagle River”) holds an economic interest of approximately 33.3% of the Company’s outstanding common stock and a voting interest of approximately 65.1% in the Company as of December 31, 2013. On November 26, 2012, Eagle River Investments, LLC exercised warrants to purchase three million shares of the Company’s Class A common stock at an exercise price of $0.01 per share. | |
Until its termination on July 11, 2011, the Company had an agreement with Eagle River, Inc. to provide advisory services to the Company (“Advisory Services Agreement”). This Advisory Services Agreement required (i) payment of an annual fee of $0.5 million in quarterly installments in stock or cash, at the Company’s option, and (ii) reimbursement of out-of-pocket expenses. The Company elected to make all quarterly payments in Class A common stock. During the year ended December 31, 2011, the Company issued 105,595 shares to Eagle River, Inc. as compensation for advisory services. The Company issued a total of 1,935,390 shares as consideration through termination of the agreement. The Company and Eagle River, Inc. mutually agreed to terminate the Advisory Services Agreement effective as of July 11, 2011. The Company was not required to make any payments to Eagle River, Inc. as a result of the termination of the Advisory Services Agreement. | |
Prior to July 2012, the Company subleased from Eagle River, Inc. the office space for the Company’s headquarters in Kirkland, Washington. The sublease was a pass-through agreement, pursuant to which the Company paid rent to Eagle River, Inc. and reimbursed costs and expenses to Eagle River, Inc. that Eagle River, Inc. paid to its third-party landlord. The sublease expired contemporaneously with the expiration of the underlying prime lease in July 2012. Total payments made to Eagle River, Inc. under this agreement during the year ended December 31, 2012 and 2011 totaled $0.2 million and $0.3 million, respectively. Additionally, the Company paid $0.1 million to Eagle River, Inc. for the purchase of certain office furniture and equipment in the sub-leased space in 2011. No payments were made under these agreements in the year ended December 31, 2013. | |
Benjamin G. Wolff, the Company’s Chief Executive Officer and President, was previously the President of Eagle River, Inc., and was compensated by both the Company and Eagle River. Effective July 11, 2011, Mr. Wolff resigned as President of Eagle River, Inc. and no longer receives compensation from Eagle River other than compensation for serving as a representative on certain boards of directors at Eagle River’s request. | |
R. Gerard Salemme, the Company’s Chief Strategy Officer, was previously a vice president of Eagle River, Inc., and was compensated by both the Company and Eagle River. Effective July 11, 2011, Mr. Salemme resigned as vice president of Eagle River, Inc. and no longer receives compensation from Eagle River other than compensation for serving as a representative on certain boards of directors at Eagle River’s request. | |
Effective July 5, 2011, the Company hired Robert G. Mechaley, Jr. to serve as the Company’s Chief Scientist. Mr. Mechaley was previously a vice president of Eagle River, Inc., a position from which he resigned prior to engagement by the Company. Mr. Mechaley no longer receives compensation from Eagle River. |
Quarterly_Financial_Data
Quarterly Financial Data | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Data | ' | ||||||||||||||||||||||||||||||||
16. Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||||
The following table contains selected unaudited statement of operations information for each quarter of the years ended December 31, 2013 and 2012. The quarterly financial data reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. As discussed in Note 2 above, during the year ended December 31, 2013, the Company had expensed on average just under $0.9 million per quarter related to bonuses through its third quarter. However, the Company’s fourth quarter reflects a credit of $1.4 million or a swing of approximately $2.3 million less expense as compared to the average in the prior three quarters. There were no changes in accounting estimates that materially affected the fourth quarter of the year ended December 31, 2012. | |||||||||||||||||||||||||||||||||
Unaudited quarterly results were as follows (in thousands, except per share data): | |||||||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||
Revenue | $ | 10,992 | $ | 3,699 | $ | 801 | $ | 20,793 | $ | 781 | $ | 1,023 | $ | 553 | $ | 8,260 | |||||||||||||||||
Operating income (loss) | (13,053 | ) | (8,936 | ) | (16,739 | ) | 5,291 | (15,037 | ) | (12,803 | ) | (13,032 | ) | (8,196 | ) | ||||||||||||||||||
Net income (loss) | (13,040 | ) | (2,518 | ) | (16,783 | ) | 63,166 | (15,071 | ) | (12,529 | ) | (13,086 | ) | (8,102 | ) | ||||||||||||||||||
Net income (loss) attributable to Pendrell | (12,366 | ) | (1,837 | ) | (15,822 | ) | 62,173 | (14,228 | ) | (12,149 | ) | (12,646 | ) | (8,103 | ) | ||||||||||||||||||
Basic income (loss) per share attributable to Pendrell | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | 0.24 | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.03 | ) | ||||||||||
Diluted income (loss) per share attributable to Pendrell | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | 0.24 | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.03 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Principles of Consolidation and Basis of Presentation | ' | ||||||||||||
Principles of Consolidation and Basis of Presentation—The consolidated financial statements of the Company include the assets and liabilities of its wholly-owned subsidiaries and subsidiaries it controls or in which it has a controlling financial interest. Noncontrolling interests on the consolidated balance sheets include third-party investments in entities that the Company consolidates, but does not wholly own. Noncontrolling interests are classified as part of equity and the Company allocates net income (loss), other comprehensive income (loss) and other equity transactions to its noncontrolling interests in accordance with their applicable ownership percentages. All intercompany transactions and balances have been eliminated in consolidation. All information in these financial statements is in U.S. dollars. These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |||||||||||||
Segment Information | ' | ||||||||||||
Segment Information—The Company operates in and reports on one segment (IP management). Operating segments are based upon the Company’s internal organization structure, the manner in which its operations are managed, and the criteria used by its Chief Operating Decision Maker. Substantially all of the Company’s revenue are generated by operations located within the United States, and the Company does not have any long-lived assets located in foreign countries. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. | |||||||||||||
On an ongoing basis, the Company evaluates its estimates, including among others, those related to the fair value of acquired intangible assets and goodwill, the useful lives and potential impairment of intangible assets and property and equipment, the value of stock awards for the purpose of determining stock-based compensation expense, accrued liabilities (including bonus accruals), valuation allowances related to the ability to realize deferred tax assets, allowances for doubtful receivables and certain tax liabilities. Estimates are based on historical experience and other factors, including the current economic environment as deemed appropriate under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in estimates used to prepare these financial statements will be reflected in the financial statements in future periods. | |||||||||||||
In 2013, the Company established a bonus plan to award annual bonuses based on objectives established by the Company’s compensation committee. During the year, operational and financial performance was measured against the established performance objectives to determine the potential bonus payout. Although the Company believes it made significant progress in 2013, it did not meet certain of the objectives set forth in the bonus plan. Accordingly, during the fourth quarter of the year ended December 31, 2013, the Company decreased its estimate of the potential bonus payout as a result of not achieving certain of its 2013 performance objectives. | |||||||||||||
The Company’s bonus accrual at September 30, 2013 was $2.6 million. As a result of the change in estimate, the full-year accrual was reduced to $1.2 million at December 31, 2013. In prior quarters, the Company had expensed on average just under $0.9 million per quarter related to bonuses in general and administrative expenses. The change in estimate created a credit of $1.4 million in general and administrative expenses in the fourth quarter related to the potential bonus payout. | |||||||||||||
Reclassifications | ' | ||||||||||||
Reclassifications—Certain prior period amounts have been reclassified to conform to current year presentation. The reclassifications had no effect on previously reported net income (loss). | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents—Cash and cash equivalents are defined as short-term, highly liquid investments with original maturities from the date of purchase of 90 days or less. Cash and cash equivalents are comprised of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Cash | $ | 18,043 | $ | 31,435 | |||||||||
Money market funds | 166,524 | 182,318 | |||||||||||
$ | 184,567 | $ | 213,753 | ||||||||||
The fair value of money market funds at December 31, 2013 and 2012 was classified as Level 1 in the hierarchy established by the Financial Accounting Standards Board (“FASB”) as amounts were based on quoted prices available in active markets for identical investments as of the reporting date. | |||||||||||||
Accounts Receivable | ' | ||||||||||||
Accounts Receivable—Accounts receivable consists of amounts billed to customers under licensing arrangements, patent sales arrangements or consulting services. The majority of the Company’s customers are well-established operating companies with investment-grade credit. For the periods ended December 31, 2013 and December 31, 2012, the Company did not incur any losses on its accounts receivable. Based upon historical collections experience and specific client information, the Company has determined that an allowance for doubtful accounts was not required at either December 31, 2013 or December 31, 2012. Carrying amounts of such receivables approximate their fair value due to their short-term nature. | |||||||||||||
Other Receivables | ' | ||||||||||||
Other Receivables—As of December 31, 2013 and 2012 the Company had recorded a receivable due from Jay & Jayendra (Pty) Ltd, a South African corporation or its designated affiliate (collectively, the “J&J Group”) for reimbursement of operating expenses related to the Company’s MEO Assets of $2.7 million and a corresponding full reserve against the receivable as a result of the J&J Group’s failure to fulfill its obligation to reimburse the Company. The Company commenced a collection action in South Africa (where J&J Group is domiciled), but due to the uncertainty of collection, the Company continues to maintain a full reserve against the receivable. | |||||||||||||
As of December 31, 2013 and 2012, other receivables consisted primarily of amounts receivable for state income taxes. | |||||||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||||||
Prepaid Expenses and Other Current Assets—As of December 31, 2013 and 2012 prepaid expenses and other current assets consisted primarily of prepaid director and officer’s insurance and prepayments related to rent and security deposits associated with certain of the Company’s leased facilities. Additionally, prepaid expenses and other current assets as of December 31, 2012 included prepaid compensation resulting from the Company’s acquisition of Ovidian Group LLC (“Ovidian”) in June 2011. | |||||||||||||
Property in Service | ' | ||||||||||||
Property in Service—Property in service consists primarily of computer equipment, software, furniture and fixtures and leasehold improvements. Property in service is recorded at cost, net of accumulated depreciation, and is depreciated using the straight-line method. Computer equipment and furniture and fixtures are depreciated over their estimated useful lives ranging from three to five years. Software is depreciated over the shorter of its contractual license period or three years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the respective lease. Significant additions and improvements to property in service are capitalized. Repair and maintenance costs are expensed as incurred. | |||||||||||||
Other Assets | ' | ||||||||||||
Other Assets—As of December 31, 2013 and 2012, other assets consisted primarily of long-term security deposits associated with the Company’s leased facilities. | |||||||||||||
Business Combinations | ' | ||||||||||||
Business Combinations—The Company accounts for business combinations using the acquisition method and, accordingly, the identifiable assets acquired and liabilities assumed are recorded at their acquisition date fair values. This valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets. Valuation methodologies may include the cost, market or income approach. Critical estimates in valuing intangible assets include but are not limited to estimates about: future expected cash flows from customers, proprietary technology, the acquired company’s brand awareness and market position and discount rates. The estimates are based upon assumptions the Company believes to be reasonable, but which are inherently uncertain and unpredictable. Goodwill is calculated as the excess of the purchase price over the fair value of net assets, including the amount assigned to identifiable intangible assets. Subsequent changes to assets, liabilities, valuation allowance or uncertain tax positions that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of new information about facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. | |||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||
Intangible Assets and Goodwill—The Company amortizes finite-lived intangible assets, including patents, acquired in purchase transactions over their expected useful lives. When events or circumstances indicate that the carrying amount of a finite-lived intangible asset or asset group may not be recoverable, the Company performs a test to determine whether the carrying amount of the asset or asset group tested exceeds its fair value. These events or circumstances could include: a significant change in the business climate, legal factors, operating performance indicators, or changes in technology or customer requirements. Recoverability of an asset or asset group is measured by a comparison of the carrying amount to the future undiscounted net cash flows expected to be generated by the asset or asset group over its life. If the undiscounted cash flows do not exceed the carrying value of the asset or asset group, the Company would recognize an impairment charge equal to the amount by which the recorded value of the asset or asset group exceeds its fair value. | |||||||||||||
The Company’s goodwill and indefinite-lived intangible assets are evaluated for impairment on an annual basis during the fourth quarter, or more frequently if circumstances indicate that the carrying value of Company’s reporting units exceeds fair value. The Company assigns goodwill and indefinite-lived intangible assets to its reporting units based on the expected benefit from the synergies arising from each business combination. When evaluating goodwill and indefinite-lived intangible assets for impairment, the Company first performs a qualitative assessment to determine if fair value of the reporting unit is more likely than not greater than the carrying amount. If this assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company further evaluates the estimated fair value of the reporting unit through the use of discounted cash flow models, which requires management to make significant judgments as to the estimated future cash flows utilized. The Company’s ability to realize the future cash flows utilized in its fair value calculations may be affected by factors such as changes in its operating performance, changes in its business strategy, invalidation of its patents, unfavorable judgments in legal proceedings and changes in economic conditions. The results of the models are compared to the carrying amount of the reporting unit. If such comparison indicates that the fair value of the reporting unit is lower than the carrying amount, impairment would exist and the impairment charge would be measured by comparing the implied fair value of the reporting unit’s goodwill to its carrying value. | |||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company recorded no such impairment charges. | |||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
Fair Value of Financial Instruments—The Company determines the fair value of our financial instruments based on the fair value hierarchy established by the FASB. The three levels of inputs used to measure fair value are as follows: | |||||||||||||
Level 1—Quoted prices in active markets for identical assets and liabilities. | |||||||||||||
Level 2—Quoted prices in active markets for similar assets and liabilities or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | |||||||||||||
As of December 31, 2013 and 2012, the Company’s financial instruments included its cash and cash equivalents, accounts receivable, other receivables, accounts payable and certain other assets and liabilities. The Company determines the carrying value of its financial instruments, based on the hierarchy established by the FASB, approximate the fair value of the financial instruments as they are equivalent to cash or due to their short-term nature. | |||||||||||||
Foreign Currency Translation and Foreign Currency Transactions and Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||
Foreign Currency Translation and Foreign Currency Transactions and Accumulated Other Comprehensive Income (Loss)—The reporting currency for the Company’s operations is U.S. dollars. The Company translates the activities of its subsidiaries with functional currencies other than the U.S. dollar at the average exchange rate prevailing during the period. Gains and losses on foreign currency transactions are recognized as a component of other income (expense) in the consolidated statements of operations in the period in which they occur. Assets and liabilities denominated in foreign currencies are translated at the exchange rates prevailing at the balance sheet date. Translation adjustments resulting from these processes are recognized as a component of accumulated other comprehensive income (loss). | |||||||||||||
For the year ended, December 31, 2013, there were no gains or losses on intercompany foreign currency translations. For the years ended December 31, 2012 and 2011, gains (losses) on intercompany foreign currency translations of $0.1 million and $(2.1) million, respectively, have been excluded from net income (loss) and reported as a component of accumulated other comprehensive income (loss) due to their long-term investment nature. | |||||||||||||
The Company recognizes applicable cumulative translation adjustments as a component of other operating income (loss) in the period in which a subsidiary is substantially liquidated or deconsolidated. For the year ended December 31, 2013 and 2011, there were no reclassifications of cumulative translation gains or losses resulting from the deconsolidation or liquidation of subsidiaries. For the year ended December 31, 2012, the Company reclassed net loss of $12.7 resulting from the deconsolidation of its International Subsidiaries. | |||||||||||||
The Company had no accumulated other comprehensive income or (loss) as of December 31, 2013 and 2012 due to the deconsolidation of the Company’s International Subsidiaries effective June 29, 2012. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition—The Company derives its operating revenue from IP monetization activities, including patent licensing and patent sales, and from IP consulting services. Although the Company’s revenue may occur in different forms, it regards its IP monetization activities as integrated and not separate revenue streams. For example, a third party relationship could include consulting and licensing activities, or the acquisition of a patent portfolio can lead to licensing, consulting and patent sales revenue. | |||||||||||||
The Company’s patent licensing agreements typically provide for the payment of contractually determined upfront license fees representing all or a majority of the revenue that will be generated from such agreements for nonexclusive, nontransferable, limited duration licenses. These agreements typically grant (i) a nonexclusive license to make, sell, distribute, and use certain specified products that read on the Company’s patents, (ii) a covenant not to enforce patent rights against the licensee based on such activities, and (iii) the release of the licensee from certain claims. | |||||||||||||
The Company sells patents from its portfolios from time to time. These sales are part of the Company’s ongoing operations. Consequently, the related proceeds are recorded as revenue. The Company recognizes the revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) amounts are fixed or determinable, and (iv) collectability is reasonably assured. | |||||||||||||
Fees earned from IP consulting services are generally recognized as the services are performed. | |||||||||||||
The timing and amount of revenue recognized from IP monetization activities depend on the specific terms of each agreement and the nature of the deliverables and obligations. For agreements that are deemed to contain multiple elements, consideration is allocated to each element of an agreement that has stand-alone value using the relative fair value method. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) all material obligations have been substantially performed pursuant to agreement terms or services have been rendered to the customer, (iii) amounts are fixed or determinable, and (iv) collectability is reasonably assured. As a result of the contractual terms of our patent monetization agreements and the unpredictable nature, form and frequency of monetizing transactions, our revenue may fluctuate substantially from period to period. | |||||||||||||
Patent administration, litigation and related costs | ' | ||||||||||||
Patent administration, litigation and related costs—Patent administration, litigation and related costs are comprised of patent-related maintenance, prosecution, and enforcement costs incurred to maintain the Company’s patents. In periods where there is licensing revenue, these costs include costs associated with generating such licensing revenue. Similarly, in periods where patent sales occur, these costs include the remaining net book value and other related costs associated with the sold patents. | |||||||||||||
Research and Development | ' | ||||||||||||
Research and Development—The Company incurs costs associated with research and development activities and expenses the costs in the period incurred. Research and development expenses during the period were not material for separate disclosure and are included in general and administrative expenses. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation—The Company records stock-based compensation based on the estimated fair value on the date of grant and recognizes compensation cost over the requisite service period for awards expected to vest. | |||||||||||||
The Company records stock-based compensation on stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards issued to employees, directors, consultants and/or advisors. The fair value of stock options and stock appreciation rights is estimated on the date of grant using the Black-Scholes option pricing model (“Black-Scholes Model”) based on the single option award approach. The fair value of restricted stock awards and restricted stock units is determined based on the number of shares granted and either the quoted market price of the Company’s Class A common stock on the date of grant for time-based and performance-based awards, or the fair value on the date of grant using the Monte Carlo Simulation model (“Monte Carlo Simulation”) for market-based awards. The fair value of stock options, restricted stock awards and restricted stock units with service conditions are amortized to expense on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of stock options, stock appreciation rights, restricted stock awards and restricted stock units with performance conditions deemed probable of being achieved and cliff vesting is amortized to expense over the requisite service period using the straight-line method of expense recognition. The fair value of restricted stock awards and restricted stock units with performance and market conditions are amortized to expense over the requisite service period using the straight-line method of expense recognition. The fair value of stock-based payment awards as determined by the Black-Scholes Model and the Monte Carlo Simulation are affected by the Company’s stock price as well as other assumptions. These assumptions include, but are not limited to, the expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Forfeitures are estimated at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||
The Company accounts for the modification of the terms or conditions of a stock-based payment award as an exchange of the original award for a new award. Compensation expense for modified stock-based payment awards is equal to the fair value of the original award plus the incremental cost conveyed as a result of the modification expensed over the remaining life of the award. | |||||||||||||
Contract Settlements | ' | ||||||||||||
Contract Settlements—With respect to disputed contracts related to the ground infrastructure for the Company’s MEO satellite system, the Company continued to record expenses according to its contractual obligation until such contracts were terminated. Upon termination, and prior to settlement, the Company continued to accrue estimated late payment fees and interest expense, as applicable. Upon reaching settlement, whereby the other party’s claims were legally released, the Company extinguished its recorded liability, resulting in the recognition of a gain or loss on contract settlement. As of June 29, 2012, all unsettled contracts were eliminated as a result of the deconsolidation of the Company’s International Subsidiaries. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes—The Company accounts for income taxes using the asset and liability method under which 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. 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. A valuation allowance against deferred tax assets (“DTAs”) is recorded when it is more likely than not that the assets will not be realized. | |||||||||||||
The Company records an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company’s policy is to recognize interest and/or penalties related to unrecognized tax benefits as income tax expense. | |||||||||||||
Contingencies | ' | ||||||||||||
Contingencies—Outcomes of legal proceedings and claims brought by and against the Company are subject to significant uncertainty. The Company accrues an estimated loss from a loss contingency such as a legal proceeding or claim by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. In determining whether a loss should be accrued the Company evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact the Company’s financial position, results of operations or cash flows. For contingencies that might result in a gain, the Company does not record the gain until realized, as to do otherwise could result in the recognition of revenue before it is realized. | |||||||||||||
Income (Loss) Per Share | ' | ||||||||||||
Income (Loss) Per Share—Basic income (loss) per share is calculated based on the weighted average number of Class A common stock and Class B common stock (the “Common Shares”) outstanding during the period. Diluted income (loss) per share is calculated by dividing the income (loss) allocable to common shareholders by the weighted average Common Shares outstanding plus dilutive potential Common Shares. Prior to the satisfaction of vesting conditions, unvested restricted stock awards are considered contingently issuable and are excluded from weighted average Common Shares outstanding used for computation of basic income (loss) per share. | |||||||||||||
Potential dilutive Common Shares consist of the incremental Class A common stock issuable upon the exercise of outstanding stock options (both vested and non-vested), stock appreciation rights, warrants, and unvested restricted stock awards and units, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such options’ exercise prices were greater than the average market price of the Company’s Class A common shares for the period) because their inclusion would have been antidilutive. | |||||||||||||
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net income (loss) attributable to Pendrell | $ | (55,062 | ) | $ | 40,084 | $ | 318,860 | ||||||
Weighted average common shares outstanding | 265,684,341 | 261,335,347 | 257,037,366 | ||||||||||
Less: weighted average unvested restricted stock awards | (3,564,938 | ) | (4,380,344 | ) | (3,276,408 | ) | |||||||
Shares used for computation of basic income (loss) per share | 262,119,403 | 256,955,003 | 253,760,958 | ||||||||||
Add back: weighted average unvested restricted stock awards and units | — | 4,977,877 | 3,276,408 | ||||||||||
Add back: dilutive stock options and stock appreciation rights | — | 1,891,399 | 2,029,732 | ||||||||||
Shares used for computation of diluted income (loss) per share(1) | 262,119,403 | 263,824,279 | 259,067,098 | ||||||||||
Basic income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.16 | $ | 1.26 | ||||||
Diluted income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.15 | $ | 1.23 | ||||||
-1 | Stock options, stock appreciation rights, restricted stock awards and units totaling 34,408,579, 26,593,976 and 8,993,158 for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. Warrants totaling 3,172,110 were also excluded from the calculation for the year ended December 31, 2011. These warrants were exercised in November and December of 2012 and are now reflected as shares outstanding. | ||||||||||||
New Accounting Pronouncements | ' | ||||||||||||
New Accounting Pronouncements—In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2013-11, Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“Update No 2013-11”). Update No. 2013-11 requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss (“NOLs”) carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. Update No. 2013-11 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. Update No. 2013-11 can be applied prospectively to all unrecognized tax benefits with retrospective application permitted. The retroactive adoption of this statement on January 1, 2013, did not have a material impact on the Company’s financial position, results of operations or cash flows. | |||||||||||||
In February 2013, the FASB issued Update No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“Update No. 2013-02”). Update No. 2013-02 amended existing guidance by requiring additional disclosure either on the face of the income statement or in the notes to the financial statements of significant amounts reclassified out of accumulated other comprehensive income. Update No. 2013-02 is effective for reporting periods beginning after December 15, 2012. The adoption of this statement on January 1, 2013, did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Cash and Cash Equivalents | ' | ||||||||||||
Cash and cash equivalents are comprised of the following (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Cash | $ | 18,043 | $ | 31,435 | |||||||||
Money market funds | 166,524 | 182,318 | |||||||||||
$ | 184,567 | $ | 213,753 | ||||||||||
Computation of Basic and Diluted Income (Loss) Per Share | ' | ||||||||||||
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Net income (loss) attributable to Pendrell | $ | (55,062 | ) | $ | 40,084 | $ | 318,860 | ||||||
Weighted average common shares outstanding | 265,684,341 | 261,335,347 | 257,037,366 | ||||||||||
Less: weighted average unvested restricted stock awards | (3,564,938 | ) | (4,380,344 | ) | (3,276,408 | ) | |||||||
Shares used for computation of basic income (loss) per share | 262,119,403 | 256,955,003 | 253,760,958 | ||||||||||
Add back: weighted average unvested restricted stock awards and units | — | 4,977,877 | 3,276,408 | ||||||||||
Add back: dilutive stock options and stock appreciation rights | — | 1,891,399 | 2,029,732 | ||||||||||
Shares used for computation of diluted income (loss) per share(1) | 262,119,403 | 263,824,279 | 259,067,098 | ||||||||||
Basic income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.16 | $ | 1.26 | ||||||
Diluted income (loss) per share attributable to Pendrell | $ | (0.21 | ) | $ | 0.15 | $ | 1.23 | ||||||
-1 | Stock options, stock appreciation rights, restricted stock awards and units totaling 34,408,579, 26,593,976 and 8,993,158 for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. Warrants totaling 3,172,110 were also excluded from the calculation for the year ended December 31, 2011. These warrants were exercised in November and December of 2012 and are now reflected as shares outstanding. |
Business_Combinations_Tables
Business Combinations (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Summary of Cash Paid for Assets Acquired and Liabilities Assumed | ' | ||||||||
The following table summarizes the allocation of the $16.6 million cash paid for the assets acquired and liabilities assumed as a result of the Provitro acquisition on February 21, 2013 (in thousands): | |||||||||
Tangible assets acquired and liabilities assumed: | |||||||||
Cash | $ | 7,396 | |||||||
Other current and noncurrent assets, net of liabilities | 430 | ||||||||
Property in service | 2,950 | ||||||||
Net tangible assets acquired | 10,776 | ||||||||
Identifiable intangible assets | 12,853 | ||||||||
Goodwill | 516 | ||||||||
Fair value of assets acquired | 24,145 | ||||||||
Fair value of 31.25% noncontrolling interest | (7,545 | ) | |||||||
Total purchase price | $ | 16,600 | |||||||
Consolidated Financial Statements Include Results of Ovidian and ContentGuard | ' | ||||||||
Selected Financial Information—The Company’s consolidated financial statements for the year ended December 31, 2011 include the results of Ovidian and ContentGuard from their respective dates of acquisition through December 31, 2011 as follows (in thousands): | |||||||||
Ovidian Group | ContentGuard | ||||||||
Revenue | $ | 2,637 | $ | — | |||||
General and administrative expenses | 3,525 | 774 | |||||||
Amortization of intangibles | 264 | 1,722 | |||||||
Net loss | (1,152 | ) | (2,496 | ) | |||||
Unaudited Pro Forma Revenue and Earnings (Loss ) Results of Ovidian and ContentGuard Acquisitions | ' | ||||||||
Unaudited Pro Forma Combined Financial Information—For comparability purposes, the following table presents the Company’s unaudited pro forma revenue and earnings for the year ended December 31, 2011 had the Ovidian and ContentGuard acquisitions occurred on January 1, 2011 (in thousands, except per share amounts): | |||||||||
Year ended | |||||||||
December 31, | |||||||||
2011(1) | |||||||||
Revenue | $ | 4,656 | |||||||
Net income | 268,821 | ||||||||
Net income attributable to Pendrell | 289,872 | ||||||||
Basic income per share attributable to Pendrell | 1.06 | ||||||||
Diluted income per share attributable to Pendrell | 1.04 | ||||||||
-1 | The Company’s historical results for the year ended December 31, 2011 include a $40.7 million income tax benefit, primarily related to the release of a portion of the Company’s deferred tax valuation allowance as a result of the establishment of deferred tax liabilities in connection with the ContentGuard acquisition. As this income tax benefit is non-recurring in nature and is directly related to the acquisition of ContentGuard, the Company has excluded it from its presentation of pro forma net income. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Expected Period of Benefit of Intangible Assets with Finite Useful Lives | ' | ||||||||
The following table presents the expected period of benefit of the Company’s intangible assets with finite useful lives: | |||||||||
Weighted | |||||||||
Average Lives | |||||||||
Patents | 10 years | ||||||||
Developed technology | 10 years | ||||||||
Customer relationships | 9 years | ||||||||
Trade secrets | 12 years | ||||||||
Intangible Assets and Related Amortization | ' | ||||||||
The following table presents details of the Company’s intangible assets and related amortization (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Cost: | |||||||||
Patents | $ | 144,739 | $ | 137,513 | |||||
Developed technology | 12,853 | — | |||||||
Customer relationships | 6,615 | 6,615 | |||||||
Trade names | 4,812 | 4,812 | |||||||
Trade secrets | 1,940 | 1,940 | |||||||
Total cost | 170,959 | 150,880 | |||||||
Accumulated amortization: | |||||||||
Patents | (27,925 | ) | (14,149 | ) | |||||
Developed technology | (1,071 | ) | — | ||||||
Customer relationships | (1,872 | ) | (1,065 | ) | |||||
Trade names | — | — | |||||||
Trade secrets | (404 | ) | (242 | ) | |||||
Total accumulated amortization | (31,272 | ) | (15,456 | ) | |||||
Intangible assets, net | $ | 139,687 | $ | 135,424 | |||||
Estimated Future Amortization Expense of Purchased Intangible Assets | ' | ||||||||
The estimated future amortization expense of purchased intangible assets as of December 31, 2013 is as follows (in thousands): | |||||||||
Year ending December 31, | Amount | ||||||||
2014 | $ | 16,194 | |||||||
2015 | 16,194 | ||||||||
2016 | 16,234 | ||||||||
2017 | 16,009 | ||||||||
2018 | 15,828 | ||||||||
Thereafter | 54,416 | ||||||||
Total | $ | 134,875 | |||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||
The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2012 are as follows (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 21,209 | $ | 22,093 | |||||
Acquisition of Provitro | 516 | — | |||||||
Net adjustments to purchase price of ContentGuard | — | (884 | ) | ||||||
Ending balance | $ | 21,725 | $ | 21,209 | |||||
Accrued_expenses_Tables
Accrued expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Summary of Accrued Expenses | ' | ||||||||
The following table summarizes accrued expenses (in thousands): | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Accrued payroll and related expenses | $ | 2,242 | $ | 1,092 | |||||
Accrued legal, professional and other expenses | 3,429 | 1,290 | |||||||
$ | 5,671 | $ | 2,382 | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||||||
Rental Expense | ' | ||||||||||||
Total rental expense included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Rent expense | $ | 875 | $ | 637 | $ | 859 | |||||||
Future Minimum Payment Under Lease Agreements | ' | ||||||||||||
As of December 31, 2013, future minimum payments under the Company’s lease agreements were as follows (in thousands): | |||||||||||||
Operating | |||||||||||||
leases | |||||||||||||
2014 | $ | 816 | |||||||||||
2015 | 626 | ||||||||||||
2016 | 612 | ||||||||||||
2017 | 591 | ||||||||||||
2018 | 425 | ||||||||||||
Thereafter | 205 | ||||||||||||
Total minimum payments | $ | 3,275 | |||||||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Stock-Based Compensation Expense Included in Consolidated Statements of Operations | ' | ||||||||||||||||||||
Stock-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011was as follows (in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Stock options | 5,723 | 4,564 | 3,345 | ||||||||||||||||||
Restricted stock awards(1)(2) | 6,622 | 4,033 | 2,024 | ||||||||||||||||||
Total stock-based compensation expense | $ | 12,345 | $ | 8,597 | $ | 5,369 | |||||||||||||||
-1 | In August 2012, the Company’s Board of Directors approved a modification which added alternative vesting criteria required for 3,175,000 shares of restricted stock previously granted to 12 employees. As a result of the modification the Company recorded an additional $1.0 million of stock-based compensation expense for the year ended December 31, 2012, which represents the incremental fair value of the modified restricted stock. | ||||||||||||||||||||
-2 | Stock-based compensation expense for the year ended December 31, 2013 and 2012, includes $0.8 million and $0.6 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. As of December 31, 2013 and 2012, $1.4 million and $0.6 million, respectively, were accrued for such awards. | ||||||||||||||||||||
Stock-Based Compensation Cost to be Expensed in Future Years Related to Unvested Stock-Based Awards, as Adjusted for Expected Forfeitures | ' | ||||||||||||||||||||
At December 31, 2013, the balance of stock-based compensation cost to be expensed in future years related to unvested stock-based awards, as adjusted for expected forfeitures, is as follows (in thousands): | |||||||||||||||||||||
2014 | $ | 7,789 | |||||||||||||||||||
2015 | 4,444 | ||||||||||||||||||||
2016 | 1,939 | ||||||||||||||||||||
2017 | 134 | ||||||||||||||||||||
2018 and thereafter | — | ||||||||||||||||||||
$ | 14,306 | ||||||||||||||||||||
Estimated Weighted Average Fair Value of Stock Options and Stock Appreciation Rights Granted Using Black-Scholes Model | ' | ||||||||||||||||||||
The weighted average fair value of stock options and stock appreciation rights granted during the years ended December 31, 2013, 2012 and 2011 was estimated using the Black-Scholes Model with the following assumptions: | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Weighted average expected volatility | 55 | % | 57 | % | 83 | % | |||||||||||||||
Weighted average risk-free interest rate | 1.2 | % | 1.1 | % | 2.1 | % | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||
Weighted average expected term in years | 5.8 | 6.2 | 6.3 | ||||||||||||||||||
Weighted average estimated fair value per option granted | $ | 0.88 | $ | 0.68 | $ | 1.8 | |||||||||||||||
Stock Options Granted and Stock Appreciation Rights | ' | ||||||||||||||||||||
The Company granted the following stock options and stock appreciation rights to certain employees in connection with their continued or new employment with the Company during the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Service-based | 1,248,000 | 15,450,875 | 6,039,500 | ||||||||||||||||||
Performance-based | 250,000 | — | 2,000,000 | ||||||||||||||||||
Stock options issued as Board of Director compensation | 300,000 | 300,000 | 300,000 | ||||||||||||||||||
Total granted | 1,798,000 | 15,750,875 | 8,339,500 | ||||||||||||||||||
Fair value of grants | $ | 1,585 | $ | 10,712 | $ | 14,699 | |||||||||||||||
Stock Option and Stock Appreciation Rights Activity | ' | ||||||||||||||||||||
The Company’s stock option and stock appreciation rights activity for the years ended December 31, 2013, 2012 and 2011 is summarized as follows: | |||||||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||||||
options | average | average | intrinsic | ||||||||||||||||||
exercise | remaining | value(1) | |||||||||||||||||||
price | life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at December 31, 2010 | 14,704,073 | $ | 3.68 | ||||||||||||||||||
Granted | 8,339,500 | 3.96 | |||||||||||||||||||
Exercised | (210,000 | ) | 1.08 | ||||||||||||||||||
Forfeited | (8,638,573 | ) | 4.74 | ||||||||||||||||||
Outstanding at December 31, 2011 | 14,195,000 | 3.23 | |||||||||||||||||||
Granted | 15,750,875 | 1.27 | |||||||||||||||||||
Exercised | (597,875 | ) | 1.25 | ||||||||||||||||||
Forfeited | (862,625 | ) | 3.04 | ||||||||||||||||||
Outstanding at December 31, 2012 | 28,485,375 | 2.19 | |||||||||||||||||||
Granted | 1,798,000 | 1.73 | |||||||||||||||||||
Exercised | (165,312 | ) | 1.13 | ||||||||||||||||||
Forfeited | (1,621,600 | ) | 2.2 | ||||||||||||||||||
Outstanding at December 31, 2013 | 28,496,463 | $ | 2.17 | 7.72 | $ | 14,142 | |||||||||||||||
Exercisable at December 31, 2013 | 11,035,669 | $ | 2.08 | 6.88 | $ | 4,853 | |||||||||||||||
Vested and expected to vest, December 31, 2013 | 27,679,015 | $ | 2.19 | 7.7 | $ | 13,647 | |||||||||||||||
-1 | Aggregate intrinsic value represents total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of 2013 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their stock options and stock appreciation rights on the last business day of the fiscal year. | ||||||||||||||||||||
Summary of Significant Ranges of Outstanding and Exercisable Stock Options and Stock Appreciation Rights | ' | ||||||||||||||||||||
The following table summarizes significant ranges of outstanding and exercisable stock options and stock appreciation rights as of December 31, 2013: | |||||||||||||||||||||
Outstanding stock options and | Exercisable stock options | ||||||||||||||||||||
stock appreciation rights | and stock appreciation rights | ||||||||||||||||||||
Range of exercise prices | Number of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||
options/SARs | average | average | options/SARs | average | |||||||||||||||||
exercise | remaining | exercise | |||||||||||||||||||
price | life (in | price | |||||||||||||||||||
years) | |||||||||||||||||||||
$0.00—$2.00 | 18,543,250 | $ | 1.25 | 8.23 | 6,362,650 | $ | 1.25 | ||||||||||||||
$2.01—$4.00 | 6,708,213 | 2.65 | 7.47 | 3,328,019 | 2.74 | ||||||||||||||||
$4.01—$6.00 | 2,345,000 | 5.09 | 4.46 | 1,345,000 | 4.41 | ||||||||||||||||
$6.01—$10.00 | 900,000 | 10 | 7.46 | — | — | ||||||||||||||||
28,496,463 | $ | 2.17 | 7.72 | 11,035,669 | $ | 2.08 | |||||||||||||||
Restricted Stock Granted | ' | ||||||||||||||||||||
The Company granted the following shares of Class A common stock underlying restricted stock awards granted to certain employees in connection with their continued or new employment with the Company during the years ended December 31, 2013, 2012 and 2011 (dollars in thousands): | |||||||||||||||||||||
Year ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||
Service-based(1) | 211,250 | 3,401,813 | 295,000 | ||||||||||||||||||
Market-based(2)(3)(4) | 300,000 | 2,927,812 | 2,975,000 | ||||||||||||||||||
Shares issued as Board of Director compensation | 348,698 | 145,124 | 112,574 | ||||||||||||||||||
Total granted | 859,948 | 6,474,749 | 3,382,574 | ||||||||||||||||||
Fair value of grants | $ | 1,198 | $ | 9,979 | $ | 8,666 | |||||||||||||||
-1 | The service-based restricted stock awards generally vest at a rate of 25% per year over four years. | ||||||||||||||||||||
-2 | The market-based restricted stock awards granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each which vest only after designated time periods have elapsed and designated stock prices (each a “Price Threshold”) have been met. Specifically, for each 150,000 stock award, (i) 25% vests when at least one year has passed and the Price Threshold has been met, (ii) 25% vests when at least two years have passed and the Price Threshold has been met, (iii) 25% vests when at least three years have passed and the Price Threshold has been met, and (iv) the final 25% vests when at least four years have passed and the Price Threshold has been met. The Price Threshold for one of the 150,000 stock awards is an average closing price of $3.00 for 20 consecutive trading days. The Price Threshold for the other 150,000 stock award is an average closing price of $6.00 for 20 consecutive trading days. | ||||||||||||||||||||
-3 | The market-based restricted stock awards granted during the year ended December 31, 2012 vest based upon, (i) the Company’s common stock achieving an average closing price of $2.00 for 60 consecutive calendar days, and (ii) upon the Company’s common stock achieving an average closing price of $3.00 for 60 consecutive calendar days. During the year ended December 31, 2013 the market condition of an average closing stock price of $2.00 for 60 consecutive calendar days was met and 2,780,164 restricted stock awards vested. | ||||||||||||||||||||
-4 | On August 24, 2012, the Company’s Board of Directors approved a modification which added alternative vesting criteria for 3,175,000 shares of restricted stock previously granted to employees, including the 2,975,000 granted in 2011. The performance conditions were modified to encourage the attainment of key performance targets and retention of skilled employees. The new terms for the modified restricted stock with performance conditions provide for vesting to occur on the earlier of the Company’s achievement of certain financial targets or modified share price targets. No other terms of the restricted stock awards were modified. | ||||||||||||||||||||
Restricted Stock Award Activity | ' | ||||||||||||||||||||
The Company’s restricted stock award activity for the years ended December 31, 2013, 2012 and 2011 is summarized as follows: | |||||||||||||||||||||
Number of | Weighted | ||||||||||||||||||||
restricted | average | ||||||||||||||||||||
stock awards | grant date | ||||||||||||||||||||
fair value | |||||||||||||||||||||
Unvested—December 31, 2010 | 2,008,768 | $ | 1.17 | ||||||||||||||||||
Granted | 3,382,574 | 2.56 | |||||||||||||||||||
Vested | (780,433 | ) | 1.23 | ||||||||||||||||||
Unvested—December 31, 2011 | 4,610,909 | 2.18 | |||||||||||||||||||
Granted | 6,474,749 | 1.55 | |||||||||||||||||||
Vested | (559,783 | ) | 1.57 | ||||||||||||||||||
Forfeited | (717,500 | ) | 1.62 | ||||||||||||||||||
Unvested—December 31, 2012 | 9,808,375 | 1.84 | |||||||||||||||||||
Granted | 859,948 | 1.39 | |||||||||||||||||||
Vested | (4,298,239 | ) | 1.53 | ||||||||||||||||||
Forfeited | (457,968 | ) | 1.76 | ||||||||||||||||||
Unvested—December 31, 2013 | 5,912,116 | $ | 1.62 | ||||||||||||||||||
Gain_on_Deconsolidation_of_Sub1
Gain on Deconsolidation of Subsidiaries (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Text Block [Abstract] | ' | ||||
Summary of International Subsidiaries Obligations | ' | ||||
The following table summarizes the International Subsidiaries obligations, excluding $10.0 million for liabilities related to uncertain tax positions, prior to the transfer to the Liquidating Trust on June 29, 2012 (in thousands): | |||||
June 29, | |||||
2012 | |||||
Accrued expenses | $ | 6,568 | |||
Accrued interest | 30,474 | ||||
Capital lease obligations | 14,881 | ||||
$ | 51,923 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of Consolidated Income (Loss) Before Income Taxes | ' | ||||||||||||
The components of the Company’s consolidated income (loss) before income taxes for the years ended December 31, 2013, 2012 and 2011 consist of the following (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Income (loss) before income taxes: | |||||||||||||
United States | $ | (57,994 | ) | $ | 34,005 | $ | 276,023 | ||||||
Foreign | 14 | 4,978 | (362 | ) | |||||||||
$ | (57,980 | ) | $ | 38,983 | $ | 275,661 | |||||||
Income Tax Benefit | ' | ||||||||||||
The Company’s income tax benefit for the years ended December 31, 2013, 2012 and 2011 consists of the following (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States—deferred | $ | — | $ | — | $ | (40,684 | ) | ||||||
Foreign—current | — | (1,034 | ) | (2,241 | ) | ||||||||
$ | — | $ | (1,034 | ) | $ | (42,925 | ) | ||||||
Reconciliation of Federal Statutory Income Tax Rate of 34% to Effective Income Tax Rate | ' | ||||||||||||
A reconciliation of the federal statutory income tax rate of 34% to the Company’s effective income tax rate is as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Statutory tax rate | 34 | % | 34 | % | 34 | % | |||||||
Change in valuation allowance | (9.33 | ) | (28.71 | ) | (50.33 | ) | |||||||
Deferred tax adjustments | (43.17 | ) | — | — | |||||||||
§338(h)(10) asset sale treatment upon DBSD sale to DISH | 21.22 | — | — | ||||||||||
Liquidation and deconsolidation of subsidiaries | (0.02 | ) | (52.91 | ) | — | ||||||||
Change in state rate | (0.10 | ) | 40.89 | — | |||||||||
Expiration of NOLs | (1.11 | ) | 0.78 | — | |||||||||
Other | (1.49 | ) | 0.89 | 1.6 | |||||||||
Foreign tax benefit | — | 2.41 | (0.84 | ) | |||||||||
Effective tax rate | — | (2.65 | )% | (15.57 | )% | ||||||||
Significant Components of Net Deferred Tax Assets and Liabilities | ' | ||||||||||||
The significant components of the Company’s net deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating and capital losses | $ | 894,798 | $ | 832,976 | |||||||||
Basis difference in Liquidating Trust | 31,642 | 93,946 | |||||||||||
Accrued expenses and other | 10,150 | 7,897 | |||||||||||
Total deferred tax assets | 936,590 | 934,819 | |||||||||||
Valuation allowance | (905,502 | ) | (900,093 | ) | |||||||||
Net deferred tax assets | $ | 31,088 | $ | 34,726 | |||||||||
Deferred tax liabilities: | |||||||||||||
Intangibles | $ | (32,576 | ) | $ | (36,214 | ) | |||||||
Total deferred tax liabilities | $ | (32,576 | ) | $ | (36,214 | ) | |||||||
Net deferred tax liabilities | $ | (1,488 | ) | $ | (1,488 | ) | |||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning of period | $ | 19,452 | $ | 4,686 | $ | 5,917 | |||||||
Additions based on tax positions related to the current year | — | 19,452 | — | ||||||||||
Additions for tax positions related to prior years | 32,533 | 144 | 503 | ||||||||||
Reductions for tax positions of prior years | (14,320 | ) | (4,830 | ) | — | ||||||||
Reductions for expiration of statute of limitations | — | — | (1,734 | ) | |||||||||
End of period | $ | 37,665 | $ | 19,452 | $ | 4,686 | |||||||
Employee_Benefits_Tables
Employee Benefits (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Postemployment Benefits [Abstract] | ' | ||||||||||||
Expense Related to Contributions under Defined Contribution Retirement Included in General and Administrative Expense | ' | ||||||||||||
Expense related to contributions by the Company under the defined contribution retirement plan included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Defined contribution expenses | $ | 291 | $ | 242 | $ | 94 |
Quarterly_Financial_Data_Table
Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Unaudited Quarterly Results | ' | ||||||||||||||||||||||||||||||||
Unaudited quarterly results were as follows (in thousands, except per share data): | |||||||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||||
Revenue | $ | 10,992 | $ | 3,699 | $ | 801 | $ | 20,793 | $ | 781 | $ | 1,023 | $ | 553 | $ | 8,260 | |||||||||||||||||
Operating income (loss) | (13,053 | ) | (8,936 | ) | (16,739 | ) | 5,291 | (15,037 | ) | (12,803 | ) | (13,032 | ) | (8,196 | ) | ||||||||||||||||||
Net income (loss) | (13,040 | ) | (2,518 | ) | (16,783 | ) | 63,166 | (15,071 | ) | (12,529 | ) | (13,086 | ) | (8,102 | ) | ||||||||||||||||||
Net income (loss) attributable to Pendrell | (12,366 | ) | (1,837 | ) | (15,822 | ) | 62,173 | (14,228 | ) | (12,149 | ) | (12,646 | ) | (8,103 | ) | ||||||||||||||||||
Basic income (loss) per share attributable to Pendrell | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | 0.24 | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.03 | ) | ||||||||||
Diluted income (loss) per share attributable to Pendrell | $ | (0.05 | ) | $ | (0.01 | ) | $ | (0.06 | ) | $ | 0.24 | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.03 | ) |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jun. 29, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | ||||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating and reporting segments | ' | ' | ' | ' | ' | 1 | ' | ' |
Accrued bonus | ' | $1,200,000 | $2,600,000 | ' | ' | $1,200,000 | ' | ' |
Bonus expenses | ' | ' | 900,000 | 900,000 | 900,000 | ' | ' | ' |
Reversal of bonus expenses | ' | 1,400,000 | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents, maturity days | ' | ' | ' | ' | ' | '90 days or less | ' | ' |
Reimbursement of satellite system expenses from J&J Group | ' | 2,700,000 | ' | ' | ' | 2,700,000 | 2,700,000 | ' |
Impairment charges | ' | ' | ' | ' | ' | 0 | 0 | 0 |
Gains (losses) on intercompany foreign currency transactions | ' | ' | ' | ' | ' | 0 | 100,000 | -2,100,000 |
Reclassifications of cumulative translation gains or losses included in net income | -12,700,000 | ' | ' | ' | ' | 0 | 12,679,000 | 0 |
Accumulated other comprehensive income or (loss) | ' | $0 | ' | ' | ' | $0 | $0 | ' |
Furniture and Fixtures | Minimum | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in Service, estimated useful life | ' | ' | ' | ' | ' | '3 years | ' | ' |
Furniture and Fixtures | Maximum | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in Service, estimated useful life | ' | ' | ' | ' | ' | '5 years | ' | ' |
Computer Equipment | Minimum | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in Service, estimated useful life | ' | ' | ' | ' | ' | '3 years | ' | ' |
Computer Equipment | Maximum | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in Service, estimated useful life | ' | ' | ' | ' | ' | '5 years | ' | ' |
Software [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in Service, estimated useful life | ' | ' | ' | ' | ' | '3 years | ' | ' |
Property in service, estimated useful lives, description | ' | ' | ' | ' | ' | 'Software is depreciated over the shorter of its contractual license period or three years. | ' | ' |
Leasehold Improvements | ' | ' | ' | ' | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Property in service, estimated useful lives, description | ' | ' | ' | ' | ' | 'Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the respective lease. | ' | ' |
Summary_of_Cash_and_Cash_Equiv
Summary of Cash and Cash Equivalents (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $184,567 | $213,753 | $230,377 | $20,771 |
Cash | ' | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | 18,043 | 31,435 | ' | ' |
Money Market Funds | ' | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | $166,524 | $182,318 | ' | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net income (loss) attributable to Pendrell | ($12,646) | ($14,228) | ($15,822) | ($12,366) | ($8,103) | ($12,149) | $62,173 | ($1,837) | ($55,062) | $40,084 | $318,860 | |||
Weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 265,684,341 | 261,335,347 | 257,037,366 | |||
Less: weighted average unvested restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | -3,564,938 | -4,380,344 | -3,276,408 | |||
Shares used for computation of basic income (loss) per share | ' | ' | ' | ' | ' | ' | ' | ' | 262,119,403 | 256,955,003 | 253,760,958 | |||
Add back: weighted average unvested restricted stock awards and units | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,977,877 | 3,276,408 | |||
Add back: dilutive stock options and stock appreciation rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,891,399 | 2,029,732 | |||
Shares used for computation of diluted income (loss) per share | ' | ' | ' | ' | ' | ' | ' | ' | 262,119,403 | [1] | 263,824,279 | [1] | 259,067,098 | [1] |
Basic income (loss) per share attributable to Pendrell | ($0.05) | ($0.05) | ($0.06) | ($0.05) | ($0.03) | ($0.05) | $0.24 | ($0.01) | ($0.21) | $0.16 | $1.26 | |||
Diluted income (loss) per share attributable to Pendrell | ($0.05) | ($0.05) | ($0.06) | ($0.05) | ($0.03) | ($0.05) | $0.24 | ($0.01) | ($0.21) | $0.15 | $1.23 | |||
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 34,408,579, 26,593,976 and 8,993,158 for the years ended December 31, 2013, 2012 and 2011, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. Warrants totaling 3,172,110 were also excluded from the calculation for the year ended December 31, 2011. These warrants were exercised in November and December of 2012 and are now reflected as shares outstanding. |
Computation_of_Basic_and_Dilut1
Computation of Basic and Diluted Income (Loss) Per Share (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Earnings Per Share Basic And Diluted [Line Items] | ' | ' | ' |
Securities excluded from calculation of diluted income (loss) per share | 34,408,579 | 26,593,976 | 8,993,158 |
Warrants | ' | ' | ' |
Earnings Per Share Basic And Diluted [Line Items] | ' | ' | ' |
Securities excluded from calculation of diluted income (loss) per share | ' | ' | 3,172,110 |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 21, 2013 | Jun. 30, 2011 | Dec. 31, 2011 | Oct. 31, 2011 | Dec. 31, 2011 | |
Provitro Biosciences LLC | Provitro Biosciences LLC | Ovidian Group | Ovidian Group | ContentGuard Holdings | ContentGuard Holdings | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of business acquisition interest | 90.10% | 90.10% | ' | ' | ' | 68.75% | ' | ' | 90.10% | ' |
Acquisition-related costs | ' | ' | ' | ' | $400,000 | ' | ' | ' | ' | ' |
General and administrative expenses | ' | 25,939,000 | 30,078,000 | 21,822,000 | 2,900,000 | ' | ' | 3,525,000 | ' | 774,000 |
Cost of acquisition, cash paid | ' | ' | ' | ' | ' | 16,600,000 | ' | ' | ' | ' |
Definite-lived intangible assets related to developed technology | ' | ' | ' | ' | 12,900,000 | 12,853,000 | ' | ' | ' | ' |
Developed technology, expected period of benefit | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Cash consideration paid for acquisition | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | 90,100,000 | ' |
Class A common stock issued to former owners | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' |
Amortization of prepaid compensation from Ovidian Group acquisition | $800,000 | $2,763,000 | $2,993,000 | $1,507,000 | ' | ' | ' | ' | ' | ' |
Summary_of_Cash_Paid_for_Asset
Summary of Cash Paid for Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Feb. 21, 2013 |
In Thousands, unless otherwise specified | Provitro Biosciences LLC | Provitro Biosciences LLC | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | $7,396 |
Other current and noncurrent assets, net of liabilities | ' | ' | ' | ' | 430 |
Property in service | ' | ' | ' | ' | 2,950 |
Net tangible assets acquired | ' | ' | ' | ' | 10,776 |
Identifiable intangible assets | ' | ' | ' | 12,900 | 12,853 |
Goodwill | 21,725 | 21,209 | 22,093 | ' | 516 |
Fair value of assets acquired | ' | ' | ' | ' | 24,145 |
Fair value of 31.25% noncontrolling interest | ' | ' | ' | ' | -7,545 |
Total purchase price | ' | ' | ' | ' | $16,600 |
Summary_of_Cash_Paid_for_Asset1
Summary of Cash Paid for Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) (Provitro Biosciences LLC) | Feb. 21, 2013 |
Provitro Biosciences LLC | ' |
Business Acquisition [Line Items] | ' |
Noncontrolling interest shareholder | 31.25% |
Consolidated_Financial_Stateme
Consolidated Financial Statements Include Results of Ovidian and ContentGuard (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $553 | $781 | $801 | $10,992 | $8,260 | $1,023 | $20,793 | $3,699 | $13,128 | $33,775 | $2,637 |
General and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | 25,939 | 30,078 | 21,822 |
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | 15,864 | 13,471 | 1,986 |
Net loss | -12,646 | -14,228 | -15,822 | -12,366 | -8,103 | -12,149 | 62,173 | -1,837 | -55,062 | 40,084 | 318,860 |
Ovidian Group | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,637 |
General and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,525 |
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 264 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,152 |
ContentGuard Holdings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
General and administrative expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 774 |
Amortization of intangibles | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,722 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($2,496) |
Unaudited_Pro_Forma_Revenue_an
Unaudited Pro Forma Revenue and Earnings (Loss ) Results of Ovidian and ContentGuard Acquisitions (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 | |
Business Acquisition Pro Forma Information [Abstract] | ' | |
Revenue | $4,656 | [1] |
Net income | 268,821 | [1] |
Net income attributable to Pendrell | $289,872 | [1] |
Basic income per share attributable to Pendrell | $1.06 | [1] |
Diluted income per share attributable to Pendrell | $1.04 | [1] |
[1] | The Company's historical results for the year ended December 31, 2011 include a $40.7 million income tax benefit, primarily related to the release of a portion of the Company's deferred tax valuation allowance as a result of the establishment of deferred tax liabilities in connection with the ContentGuard acquisition. As this income tax benefit is non-recurring in nature and is directly related to the acquisition of ContentGuard, the Company has excluded it from its presentation of pro forma net income. |
Unaudited_Pro_Forma_Revenue_an1
Unaudited Pro Forma Revenue and Earnings (Loss ) Results of Ovidian and ContentGuard Acquisitions (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' |
Income tax benefit | ' | ($1,034) | ($42,925) |
ContentGuard Holdings | ' | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' |
Income tax benefit | ' | ' | $40,700 |
Asset_Acquisitions_and_Divesti1
Asset Acquisitions and Divestitures - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | |||||
Jun. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2011 | Jun. 29, 2012 | Dec. 31, 2013 | |
BRAZIL | Sale of Satellite Assets | Sale of Satellite Assets | Sale of Satellite Assets | Minimum | |||||
Patent | |||||||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of additional patents | ' | ' | ' | ' | ' | ' | ' | ' | 50 |
Intellectual property portfolio, issued patents | ' | ' | ' | ' | ' | ' | ' | ' | 1,600 |
Sale of its interests in DBSD | ' | ' | ' | ' | ' | $10,000,000 | $325,000,000 | ' | ' |
Gain associated with disposition of assets | ' | 5,599,000 | 300,886,000 | ' | ' | ' | 300,900,000 | ' | ' |
Proceeds from sale of property in Brazil | ' | ' | ' | ' | 5,600,000 | ' | ' | ' | ' |
Elimination of liabilities | ' | ' | ' | ' | ' | ' | ' | 61,900,000 | ' |
Gain on deconsolidation of subsidiaries | 48,700,000 | 48,685,000 | ' | ' | ' | ' | ' | ' | ' |
Operating loss carryforward | ' | $2,400,000,000 | ' | $2,500,000,000 | ' | ' | ' | $2,400,000,000 | ' |
Carryforward of tax, maximum period | '20 years | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Impairments related to intangible assets | $0 | $0 | ' |
Amortization of intangible assets | $15,864,000 | $13,471,000 | $1,986,000 |
Minimum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite lived intangible asset, useful lives | '6 years | ' | ' |
Maximum | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite lived intangible asset, useful lives | '13 years | ' | ' |
Expected_Period_of_Benefit_of_
Expected Period of Benefit of Intangible Assets with Finite Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Patents | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite lived intangible asset, Weighted Average Lives | '10 years |
Developed technology | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite lived intangible asset, Weighted Average Lives | '10 years |
Customer relationships | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite lived intangible asset, Weighted Average Lives | '9 years |
Trade secrets | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Finite lived intangible asset, Weighted Average Lives | '12 years |
Intangible_Assets_and_Related_
Intangible Assets and Related Amortization (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | $170,959 | $150,880 |
Intangible assets, accumulated amortization | -31,272 | -15,456 |
Intangible assets, net | 139,687 | 135,424 |
Patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 144,739 | 137,513 |
Intangible assets, accumulated amortization | -27,925 | -14,149 |
Developed technology | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 12,853 | ' |
Intangible assets, accumulated amortization | -1,071 | ' |
Customer relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 6,615 | 6,615 |
Intangible assets, accumulated amortization | -1,872 | -1,065 |
Trade names | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 4,812 | 4,812 |
Intangible assets, accumulated amortization | ' | ' |
Trade secrets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, gross | 1,940 | 1,940 |
Intangible assets, accumulated amortization | ($404) | ($242) |
Estimated_Future_Amortization_
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 | $16,194 |
2015 | 16,194 |
2016 | 16,234 |
2017 | 16,009 |
2018 | 15,828 |
Thereafter | 54,416 |
Total | $134,875 |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $21,209 | $22,093 |
Acquisition of Provitro | 516 | ' |
Net adjustments to purchase price of ContentGuard | ' | -884 |
Ending balance | $21,725 | $21,209 |
Summary_of_Accrued_Expenses_De
Summary of Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Accrued payroll and related expenses | $2,242 | $1,092 |
Accrued legal, professional and other expenses | 3,429 | 1,290 |
Accrued expenses | $5,671 | $2,382 |
Other_Liabilities_Additional_I
Other Liabilities - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Other Commitments [Line Items] | ' | ' |
Property and intangible asset acquisitions due in next twelve months | $2 | ' |
Property and intangible asset acquisitions due in second year | 4 | ' |
Property and intangible asset acquisitions future payment obligations | ' | 0 |
Restricted stock awards | ' | ' |
Other Commitments [Line Items] | ' | ' |
Accrued expense related to restricted stock | $1.40 | $0.60 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2009 | Feb. 12, 2013 | Nov. 19, 2012 | Feb. 27, 2012 | Apr. 30, 2013 | Feb. 27, 2014 | Dec. 18, 2013 | Jan. 31, 2014 | Nov. 30, 2012 | 31-May-12 | Mar. 31, 2012 |
In Millions, unless otherwise specified | ZTE Enforcement Actions | ZTE Enforcement Actions | ZTE Enforcement Actions | ZTE Enforcement Actions | ZTE Enforcement Actions | Enforcement Action Against Amazon | Google Actions | J&J Arbitration | J&J Arbitration | J&J Arbitration | |||
Claim | Patent | Patent | Patent | Subsequent Event | Patent | Subsequent Event | |||||||
Patent | Patent | Patent | |||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase commitment contractual obligations in 2014 | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase commitment contractual obligations in 2015 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of alleged patents infringed | ' | ' | ' | ' | 3 | 6 | ' | ' | 9 | 9 | ' | ' | ' |
Number of claims appealed | ' | ' | ' | 290 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total number of claims | ' | ' | ' | 310 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of claims dismissed of assertions of invalidity | ' | ' | ' | 103 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Review proceedings dismissed patent number | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of patents for which hearings is scheduled | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Number of patents against nullity action filed | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Reimbursement of satellite system expenses from J&J Group | 2.7 | 2.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.7 |
Damages for breach of contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.2 | ' |
Claims in arbitration, damages awarded | ' | ' | 603.2 | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
Claims in arbitration, costs and fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.30 | ' | ' |
Rent_Expense_Detail
Rent Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense | $875 | $637 | $859 |
Future_Minimum_Payment_Under_L
Future Minimum Payment Under Lease Agreements (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $816 |
2015 | 626 |
2016 | 612 |
2017 | 591 |
2018 | 425 |
Thereafter | 205 |
Total minimum payments | $3,275 |
Shareholders_Equity_Additional
Shareholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Nov. 26, 2012 | Dec. 31, 2012 | Sep. 30, 2011 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Class A common stock | Class B common stock | Accumulated deficit | Additional paid-in capital | Restricted stock awards | Equity Incentive Plan Twenty Twelve | Market-based | Service-based | ||||||||
Vote | Vote | Restricted stock awards | Restricted stock awards | ||||||||||||
Market condition | Service targets | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eagle River's economic interest percentage | ' | ' | ' | ' | 33.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eagle River's voting interest percentage | ' | ' | ' | ' | 65.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of vote entitled per share | ' | ' | ' | ' | ' | ' | ' | 1 | 10 | ' | ' | ' | ' | ' | ' |
Maximum number of shares to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,952,546 | ' | ' |
Shares reserved and available for grant | ' | ' | ' | ' | 19,340,442 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated forfeiture rate | ' | ' | 5.00% | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unearned stock-based compensation expense, weighted average period recognition | ' | ' | ' | ' | '2 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercisable period | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options granted vesting period | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options expiration period | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of stock options exercised | ' | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options vested, total fair value | ' | ' | ' | ' | 5.8 | 4.1 | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-awards vested | ' | ' | ' | ' | 4,298,239 | 559,783 | 780,433 | ' | ' | ' | ' | 2,780,164 | ' | 2,780,164 | 1,518,075 |
Stock award, average closing price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' |
Stock award, period consecutive trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' |
Repurchasing and/or cancelling shares related to the vesting of the restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,107,901 | ' | ' | ' |
Repurchasing and/or cancelling value related to the vesting of the restricted stock awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | $1.70 | $2.70 | ' | ' | ' |
Warrant issued to purchase common stock | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant exercise price | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | ' | 0 | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Expens
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | |||
Stock-based compensation | $12,345 | $8,597 | $5,369 | |||
Stock options | ' | ' | ' | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | |||
Stock-based compensation | 5,723 | 4,564 | 3,345 | |||
Restricted stock awards | ' | ' | ' | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | |||
Stock-based compensation | $6,622 | [1],[2] | $4,033 | [1],[2] | $2,024 | [1],[2] |
[1] | In August 2012, the Company's Board of Directors approved a modification which added alternative vesting criteria required for 3,175,000 shares of restricted stock previously granted to 12 employees. As a result of the modification the Company recorded an additional $1.0 million of stock-based compensation expense for the year ended December 31, 2012, which represents the incremental fair value of the modified restricted stock. | |||||
[2] | Stock-based compensation expense for the year ended December 31, 2013 and 2012, includes $0.8 million and $0.6 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. As of December 31, 2013 and 2012, $1.4 million and $0.6 million, respectively, were accrued for such awards. |
StockBased_Compensation_Expens1
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 24, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted stock awards | Restricted stock awards | After modification | After modification | After modification | ||||
Employee | ||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock awards affected by the modification | ' | ' | ' | ' | ' | 3,175,000 | ' | 2,975,000 |
Additional stock based compensation | ' | ' | ' | ' | ' | ' | $1,000,000 | ' |
Number of employees affected by modification | ' | ' | ' | ' | ' | 12 | ' | ' |
Stock-based compensation | 12,345,000 | 8,597,000 | 5,369,000 | 800,000 | 600,000 | ' | ' | ' |
Restricted stock awards granted | 859,948 | 6,474,749 | 3,382,574 | 250,000 | ' | ' | ' | ' |
Accrued stock-based compensation | ' | ' | ' | $1,400,000 | $600,000 | ' | ' | ' |
StockBased_Compensation_Cost_t
Stock-Based Compensation Cost to be Expensed in Future Years Related to Unvested Stock-Based Awards, as Adjusted for Expected Forfeitures (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Equity [Abstract] | ' |
2014 | $7,789 |
2015 | 4,444 |
2016 | 1,939 |
2017 | 134 |
2018 and thereafter | ' |
Stock-based compensation cost to be expensed in future years related to unvested stock-based awards | $14,306 |
Estimated_Weighted_Average_Fai
Estimated Weighted Average Fair Value of Stock Options and Stock Appreciation Rights Granted Using Black-Scholes Model (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Weighted average expected volatility | 55.00% | 57.00% | 83.00% |
Weighted average risk-free interest rate | 1.20% | 1.10% | 2.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average expected term in years | '5 years 9 months 18 days | '6 years 2 months 12 days | '6 years 3 months 18 days |
Weighted average estimated fair value per option granted | $0.88 | $0.68 | $1.80 |
Stock_Options_Granted_and_Stoc
Stock Options Granted and Stock Appreciation Rights (Detail) (Stock options and stock appreciation rights, USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options and appreciation rights, Granted | 1,798,000 | 15,750,875 | 8,339,500 |
Stock options and appreciation rights, Fair value of grants | $1,585 | $10,712 | $14,699 |
Service- based | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options and appreciation rights, Granted | 1,248,000 | 15,450,875 | 6,039,500 |
Performance- based | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options and appreciation rights, Granted | 250,000 | ' | 2,000,000 |
Stock options issued as Board of Director compensation | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options and appreciation rights, Granted | 300,000 | 300,000 | 300,000 |
Stock_option_Stock_Appreciatio
Stock option Stock Appreciation Rights Activity (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Options | ' | ' | ' | |
Outstanding at beginning of period | 28,485,375 | 14,195,000 | 14,704,073 | |
Granted | 1,798,000 | 15,750,875 | 8,339,500 | |
Exercised | -165,312 | -597,875 | -210,000 | |
Forfeited | -1,621,600 | -862,625 | -8,638,573 | |
Outstanding at end of period | 28,496,463 | 28,485,375 | 14,195,000 | |
Exercisable at end of period | 11,035,669 | ' | ' | |
Vested and expected to vest at end of period | 27,679,015 | ' | ' | |
Weighted average exercise price | ' | ' | ' | |
Outstanding at beginning of period | $2.19 | $3.23 | $3.68 | |
Granted | $1.73 | $1.27 | $3.96 | |
Exercised | $1.13 | $1.25 | $1.08 | |
Forfeited | $2.20 | $3.04 | $4.74 | |
Outstanding at end of period | $2.17 | $2.19 | $3.23 | |
Exercisable at end of period | $2.08 | ' | ' | |
Vested and expected to vest at end of period | $2.19 | ' | ' | |
Weighted average remaining life (in years) | ' | ' | ' | |
Outstanding at end of period | '7 years 8 months 19 days | ' | ' | |
Exercisable at end of period | '6 years 10 months 17 days | ' | ' | |
Vested and expected to vest at end of period | '7 years 8 months 12 days | ' | ' | |
Aggregate intrinsic value | ' | ' | ' | |
Outstanding at end of period | $14,142 | [1] | ' | ' |
Exercisable at end of period | 4,853 | [1] | ' | ' |
Vested and expected to vest at end of period | $13,647 | [1] | ' | ' |
[1] | Aggregate intrinsic value represents total pretax intrinsic value (i.e., the difference between the Company's closing stock price on the last trading day of 2013 and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their stock options and stock appreciation rights on the last business day of the fiscal year. |
Summary_of_Significant_Ranges_
Summary of Significant Ranges of Outstanding and Exercisable Stock Options and Stock Appreciation Rights (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Number of options/SARs | 28,496,463 | 28,485,375 | 14,195,000 | 14,704,073 |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $2.17 | $2.19 | $3.23 | $3.68 |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | '7 years 8 months 19 days | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Number of options/SARs | 11,035,669 | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $2.08 | ' | ' | ' |
$0.00-$2.00 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Range of exercise prices, lower limit | $0 | ' | ' | ' |
Range of exercise prices, upper limit | $2 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Number of options/SARs | 18,543,250 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $1.25 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | '8 years 2 months 23 days | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Number of options/SARs | 6,362,650 | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $1.25 | ' | ' | ' |
$2.01-$4.00 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Range of exercise prices, lower limit | $2.01 | ' | ' | ' |
Range of exercise prices, upper limit | $4 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Number of options/SARs | 6,708,213 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $2.65 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | '7 years 5 months 19 days | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Number of options/SARs | 3,328,019 | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $2.74 | ' | ' | ' |
$4.01-$6.00 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Range of exercise prices, lower limit | $4.01 | ' | ' | ' |
Range of exercise prices, upper limit | $6 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Number of options/SARs | 2,345,000 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $5.09 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | '4 years 5 months 16 days | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Number of options/SARs | 1,345,000 | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $4.41 | ' | ' | ' |
$6.01-$10.00 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Range of exercise prices, lower limit | $6.01 | ' | ' | ' |
Range of exercise prices, upper limit | $10 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Number of options/SARs | 900,000 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $10 | ' | ' | ' |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | '7 years 5 months 16 days | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Number of options/SARs | ' | ' | ' | ' |
Exercisable stock options and stock appreciation rights, Weighted average exercise price | ' | ' | ' | ' |
Restricted_Stock_Granted_Detai
Restricted Stock Granted (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | |||
Restricted stock awards granted | 859,948 | 6,474,749 | 3,382,574 | |||
Restricted stock awards | Class A common stock | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | |||
Restricted stock awards granted | 859,948 | 6,474,749 | 3,382,574 | |||
Restricted stock awards granted, Fair value of grants | 1,198 | 9,979 | 8,666 | |||
Service- based | Restricted stock awards | Class A common stock | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | |||
Restricted stock awards granted | 211,250 | [1] | 3,401,813 | [1] | 295,000 | [1] |
Market-based | Restricted stock awards | Class A common stock | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | |||
Restricted stock awards granted | 300,000 | [2],[3],[4] | 2,927,812 | [2],[3],[4] | 2,975,000 | [2],[3],[4] |
Stock options issued as Board of Director compensation | Restricted stock awards | Class A common stock | ' | ' | ' | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | |||
Restricted stock awards granted | 348,698 | 145,124 | 112,574 | |||
[1] | The service-based restricted stock awards generally vest at a rate of 25% per year over four years. | |||||
[2] | The market-based restricted stock awards granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each which vest only after designated time periods have elapsed and designated stock prices (each a "Price Threshold") have been met. Specifically, for each 150,000 stock award, (i) 25% vests when at least one year has passed and the Price Threshold has been met, (ii) 25% vests when at least two years have passed and the Price Threshold has been met, (iii) 25% vests when at least three years have passed and the Price Threshold has been met, and (iv) the final 25% vests when at least four years have passed and the Price Threshold has been met. The Price Threshold for one of the 150,000 stock awards is an average closing price of $3.00 for 20 consecutive trading days. The Price Threshold for the other 150,000 stock award is an average closing price of $6.00 for 20 consecutive trading days. | |||||
[3] | The market-based restricted stock awards granted during the year ended December 31, 2012 vest based upon, (i) the Company's common stock achieving an average closing price of $2.00 for 60 consecutive calendar days, and (ii) upon the Company's common stock achieving an average closing price of $3.00 for 60 consecutive calendar days. During the year ended December 31, 2013 the market condition of an average closing stock price of $2.00 for 60 consecutive calendar days was met and 2,780,164 restricted stock awards vested. | |||||
[4] | On August 24, 2012, the Company's Board of Directors approved a modification which added alternative vesting criteria for 3,175,000 shares of restricted stock previously granted to employees, including the 2,975,000 granted in 2011. The performance conditions were modified to encourage the attainment of key performance targets and retention of skilled employees. The new terms for the modified restricted stock with performance conditions provide for vesting to occur on the earlier of the Company's achievement of certain financial targets or modified share price targets. No other terms of the restricted stock awards were modified. |
Restricted_Stock_Granted_Paren
Restricted Stock Granted (Parenthetical) (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 24, 2012 | Dec. 31, 2011 | |
Restricted stock awards | Restricted stock awards | Condition one | Condition one | Condition one | Condition two | Condition two | Condition two | After modification | After modification | ||||
Service- based | Restricted stock awards | Restricted stock awards | Restricted stock awards | Restricted stock awards | Restricted stock awards | Restricted stock awards | |||||||
Market-based | Market-based | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock award vesting percentage | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | '1 year | ' | ' | ' | '4 years | ' | ' | '4 years | ' | ' | '4 years | ' | ' |
Restricted stock award designated stock prices | 859,948 | 6,474,749 | 3,382,574 | ' | ' | 150,000 | ' | ' | 150,000 | ' | ' | ' | ' |
Restricted stock award vesting percentage one year | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' |
Restricted stock award vesting percentage two year | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' |
Restricted stock award vesting percentage three year | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' |
Restricted stock award vesting percentage four year | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | ' | ' |
Average closing price | ' | ' | ' | $2 | ' | ' | $2 | $3 | ' | $3 | $6 | ' | ' |
Stock award, period consecutive trading days | ' | ' | ' | '60 days | ' | ' | ' | '20 days | ' | ' | '20 days | ' | ' |
Vesting description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Price Threshold for one of the 150,000 stock awards is an average closing price of $3.00 for 20 consecutive trading days. The Price Threshold for the other 150,000 stock award is an average closing price of $6.00 for 20 consecutive trading days. | ' | ' |
Restricted stock awards vested | 4,298,239 | 559,783 | 780,433 | 2,780,164 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock awards affected by the modification | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,175,000 | 2,975,000 |
Restricted_Stock_Award_Activit
Restricted Stock Award Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of restricted stock awards | ' | ' | ' |
Unvested Beginning Balance | 9,808,375 | 4,610,909 | 2,008,768 |
Granted | 859,948 | 6,474,749 | 3,382,574 |
Vested | -4,298,239 | -559,783 | -780,433 |
Forfeited | -457,968 | -717,500 | ' |
Unvested Ending Balance | 5,912,116 | 9,808,375 | 4,610,909 |
Weighted average fair Value | ' | ' | ' |
Unvested Beginning Balance | $1.84 | $2.18 | $1.17 |
Granted | $1.39 | $1.55 | $2.56 |
Vested | $1.53 | $1.57 | $1.23 |
Forfeited | $1.76 | $1.62 | ' |
Unvested Ending Balance | $1.62 | $1.84 | $2.18 |
Gain_on_Deconsolidation_of_Sub2
Gain on Deconsolidation of Subsidiaries - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jun. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Effects of Deconsolidation of Subsidiaries [Line Items] | ' | ' | ' | ' |
Gain on deconsolidation of subsidiaries | $48,700,000 | ' | $48,685,000 | ' |
Reclassification of cumulative translation adjustment loss included in net income | 12,700,000 | 0 | -12,679,000 | 0 |
Liabilities for uncertain tax positions | ' | 14,300,000 | 19,500,000 | ' |
General and administrative expenses | ' | 25,939,000 | 30,078,000 | 21,822,000 |
International Subsidiaries | ' | ' | ' | ' |
Effects of Deconsolidation of Subsidiaries [Line Items] | ' | ' | ' | ' |
Elimination of liabilities | 61,900,000 | ' | ' | ' |
Liabilities for uncertain tax positions | 10,000,000 | ' | ' | ' |
General and administrative expenses | ' | ' | 300,000 | 2,000,000 |
Interest expense | ' | ' | $2,500,000 | $4,600,000 |
Summary_of_International_Subsi
Summary of International Subsidiaries Obligations (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2012 |
In Thousands, unless otherwise specified | International Subsidiaries | ||
Schedule of Accrued Liabilities [Line Items] | ' | ' | ' |
Accrued expenses | $5,671 | $2,382 | $6,568 |
Accrued interest | ' | ' | 30,474 |
Capital lease obligations | ' | ' | 14,881 |
Total current liabilities | $8,506 | $3,314 | $51,923 |
Recovered_Sheet1
Gain on Settlement of Boeing Litigation - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Apr. 13, 2012 | Dec. 31, 2012 | Feb. 28, 2009 | |
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Reversal of judgments by trial court in favor of company | ' | ' | $603,200,000 |
Court of Appeal process period | '3 years | ' | ' |
Gain on litigation settlement | ' | $10,000,000 | ' |
Components_of_Consolidated_Inc
Components of Consolidated Income (Loss) Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income (loss) before income taxes: | ' | ' | ' |
United States | ($57,994) | $34,005 | $276,023 |
Foreign | 14 | 4,978 | -362 |
Income (loss) before income taxes | ($57,980) | $38,983 | $275,661 |
Income_Tax_Benefit_Detail
Income Tax Benefit (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States-deferred | ' | ' | ($40,684) |
Foreign-current | ' | -1,034 | -2,241 |
Income tax benefit | ' | ($1,034) | ($42,925) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Shareholder | ||||
Income Taxes [Line Items] | ' | ' | ' | ' |
Valuation allowance | $905,502,000 | $900,093,000 | $40,700,000 | ' |
Deferred tax assets, reduction in net operating loss | 32,500,000 | ' | ' | ' |
Deferred tax assets reduction, offset against net operating loss | 7,500,000 | ' | ' | ' |
Deferred tax assets reduction, offset against valuation allowance | 25,000,000 | ' | ' | ' |
Additional net operating losses | 36,200,000 | ' | ' | ' |
Net operating loss carry forwards | 2,500,000,000 | 2,400,000,000 | ' | ' |
Net operating loss carry forwards, year expiration begins | '2025 | ' | ' | ' |
Liability for uncertain tax positions | 14,300,000 | 19,500,000 | ' | ' |
Unrecognized tax benefits due to reduction in net operating loss | 32,500,000 | ' | ' | ' |
Unrecognized tax benefit | 37,665,000 | 19,452,000 | 4,686,000 | 5,917,000 |
Liability for uncertain tax positions, penalties and interest expense | 0 | 0 | ' | ' |
Penalties and interest recorded in income (benefit) expense | ' | 800,000 | 1,200,000 | ' |
Unrecognized tax benefits that would decrease effective tax rate if recognized | 37,700,000 | ' | ' | ' |
Estimated reduction of unrecognized tax benefits | 37,700,000 | ' | ' | ' |
Number of individual shareholders | 5 | ' | ' | ' |
Ownership percentage of individual shareholders | 50.00% | ' | ' | ' |
Percentage of ownership interest in personal holding company | 90.10% | ' | ' | ' |
Tax rate under current law | 20.00% | ' | ' | ' |
Tax Benefits Plan | 'Holders of 4.9% or more of the Companybs securities outstanding as of the close of business on January 29, 2010 will not trigger the Tax Benefits Plan so long as they do not (i) acquire additional securities constituting one-half of one percent (0.5%) or more of the Companybs securities outstanding as of the date of the Tax Benefits Plan (as adjusted to reflect any stock splits, subdivisions and the like), or (ii) fall under 4.9% ownership of the Companybs securities and then re-acquire securities that increase their ownership to 4.9% or more of the Companybs securities. The Board of Directors may exempt certain persons whose acquisition of securities is determined by the Board of Directors not to jeopardize the Companybs tax benefits or to otherwise be in the best interest of the Company and its shareholders. The Board of Directors may also exempt certain transactions. | ' | ' | ' |
Additional percentage of beneficial interest acquired to trigger tax benefit plan | 0.50% | ' | ' | ' |
California | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | 1,400,000,000 | ' | ' | ' |
Net operating loss carry forwards, year expiration begins | '2014 | ' | ' | ' |
2013 Operations | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | 100,000,000 | ' | ' | ' |
Expiring in 2025 | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Net operating loss carry forwards | $2,400,000,000 | ' | ' | ' |
Minimum | ' | ' | ' | ' |
Income Taxes [Line Items] | ' | ' | ' | ' |
Percentage of adjusted ordinary gross income pertaining to individual shareholders | 60.00% | ' | ' | ' |
Percentage of beneficial ownership of company securities held by share holders that does not trigger the tax benefit plan | 4.90% | ' | ' | ' |
Reconciliation_of_Federal_Stat
Reconciliation of Federal Statutory Income Tax Rate of 34% to Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Statutory tax rate | 34.00% | 34.00% | 34.00% |
Change in valuation allowance | -9.33% | -28.71% | -50.33% |
Deferred tax adjustments | -43.17% | ' | ' |
B'338(h)(10) asset sale treatment upon DBSD sale to DISH | 21.22% | ' | ' |
Liquidation and deconsolidation of subsidiaries | -0.02% | -52.91% | ' |
Change in state rate | -0.10% | 40.89% | ' |
Expiration of NOLs | -1.11% | 0.78% | ' |
Other | -1.49% | 0.89% | 1.60% |
Foreign tax benefit | ' | 2.41% | -0.84% |
Effective tax rate | ' | -2.65% | -15.57% |
Significant_Components_of_Net_
Significant Components of Net Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Income Tax Disclosure [Abstract] | ' | ' | ' |
Net operating and capital losses | $894,798 | $832,976 | ' |
Basis difference in Liquidating Trust | 31,642 | 93,946 | ' |
Accrued expenses and other | 10,150 | 7,897 | ' |
Total deferred tax assets | 936,590 | 934,819 | ' |
Valuation allowance | -905,502 | -900,093 | -40,700 |
Net deferred tax assets | 31,088 | 34,726 | ' |
Intangibles | -32,576 | -36,214 | ' |
Total deferred tax liabilities | -32,576 | -36,214 | ' |
Net deferred tax liabilities | ($1,488) | ($1,488) | ' |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Total liability, Beginning of period | $19,452 | $4,686 | $5,917 |
Additions based on tax positions related to the current year | ' | 19,452 | ' |
Additions for tax positions related to prior years | 32,533 | 144 | 503 |
Reductions for tax positions of prior years | -14,320 | -4,830 | ' |
Reductions for expiration of statute of limitations | ' | ' | -1,734 |
Total liability, End of period | $37,665 | $19,452 | $4,686 |
Expense_Related_to_Contributio
Expense Related to Contributions under Defined Contribution Retirement Included in General and Administrative Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Compensation And Retirement Disclosure [Abstract] | ' | ' | ' |
Defined contribution expenses | $291 | $242 | $94 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Nov. 26, 2012 | Jul. 11, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Eagle River's economic interest percentage | ' | ' | ' | 33.30% | ' | ' |
Eagle River's voting interest percentage | ' | ' | ' | 65.10% | ' | ' |
Warrant exercise price | $0.01 | ' | $0.01 | ' | ' | ' |
Exercise date of warrants | ' | ' | ' | 26-Nov-12 | ' | ' |
Advisory services agreement, annual fee | ' | $0.50 | ' | ' | ' | ' |
Issuance of Class A common stock for advisory services | ' | 1,935,390 | ' | ' | ' | 105,595 |
Subleases payment for office space use | ' | ' | ' | ' | 0.2 | 0.3 |
Payment for purchase of office furniture and equipment in sub-leased space | ' | ' | ' | ' | ' | $0.10 |
Related Party | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Warrant exercised | 3,000,000 | ' | ' | ' | ' | ' |
Quarterly_Financial_Data_Addit
Quarterly Financial Data - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' |
Bonus expenses | ' | $0.90 | $0.90 | $0.90 | ' |
Reversal of bonus expenses | 1.4 | ' | ' | ' | ' |
Increase decrease in bonus expenses | ' | ' | ' | ' | $2.30 |
Unaudited_Quarterly_Results_De
Unaudited Quarterly Results (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $553 | $781 | $801 | $10,992 | $8,260 | $1,023 | $20,793 | $3,699 | $13,128 | $33,775 | $2,637 |
Operating income (loss) | -13,032 | -15,037 | -16,739 | -13,053 | -8,196 | -12,803 | 5,291 | -8,936 | -57,861 | -24,644 | -21,998 |
Net income (loss) | -13,086 | -15,071 | -16,783 | -13,040 | -8,102 | -12,529 | 63,166 | -2,518 | -57,980 | 40,017 | 318,586 |
Net income (loss) attributable to Pendrell | ($12,646) | ($14,228) | ($15,822) | ($12,366) | ($8,103) | ($12,149) | $62,173 | ($1,837) | ($55,062) | $40,084 | $318,860 |
Basic income (loss) per share attributable to Pendrell | ($0.05) | ($0.05) | ($0.06) | ($0.05) | ($0.03) | ($0.05) | $0.24 | ($0.01) | ($0.21) | $0.16 | $1.26 |
Diluted income (loss) per share attributable to Pendrell | ($0.05) | ($0.05) | ($0.06) | ($0.05) | ($0.03) | ($0.05) | $0.24 | ($0.01) | ($0.21) | $0.15 | $1.23 |