Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 24, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PCO | |
Entity Registrant Name | Pendrell Corp | |
Entity Central Index Key | 1359555 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Accelerated Filer | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 212,879,250 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,660,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $165,286 | $168,793 |
Accounts receivable | 69 | 131 |
Other receivables-net of reserve $2,750 in both periods | 214 | 69 |
Prepaid expenses and other current assets | 953 | 774 |
Total current assets | 166,522 | 169,767 |
Property in service - net of accumulated depreciation of $1,306 and $1,227, respectively | 3,258 | 3,372 |
Other assets | 54 | 54 |
Intangible assets - net of accumulated amortization of $46,893 and $43,567, respectively | 107,606 | 109,702 |
Goodwill | 21,209 | 21,209 |
Total | 298,649 | 304,104 |
Current liabilities: | ||
Accounts payable | 549 | 281 |
Accrued expenses | 5,050 | 5,824 |
Other liabilities | 3,135 | 6,891 |
Total current liabilities | 8,734 | 12,996 |
Deferred tax liability | 1,521 | 1,521 |
Total liabilities | 10,255 | 14,517 |
Commitments and contingencies (Note 7) | ||
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 | 1,954,168 | 1,952,880 |
Accumulated deficit | -1,671,694 | -1,671,135 |
Total Pendrell shareholders' equity | 285,141 | 284,414 |
Noncontrolling interests | 3,253 | 5,173 |
Total shareholders' equity and noncontrolling interests | 288,394 | 289,587 |
Total | 298,649 | 304,104 |
Class A common stock | ||
Shareholders' equity and noncontrolling interests: | ||
Common stock, value | 2,130 | 2,132 |
Class B common stock | ||
Shareholders' equity and noncontrolling interests: | ||
Common stock, value | $537 | $537 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Other receivables, reserve | $2,750 | $2,750 |
Property in service, accumulated depreciation | 1,306 | 1,227 |
Intangible assets, accumulated amortization | $46,893 | $43,567 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 75,000,000 | 75,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 270,558,832 | 270,745,381 |
Common stock, shares outstanding | 212,789,940 | 212,976,489 |
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 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Income Statement [Abstract] | ||||
Revenue | $25,245 | $38,135 | ||
Operating expenses: | ||||
Cost of revenues | 9,112 | 13,796 | ||
Patent administration and related costs | 1,127 | 1,398 | ||
Patent litigation | 4,557 | 2,038 | ||
General and administrative | 5,129 | 7,849 | ||
Stock-based compensation | 648 | 1,881 | ||
Amortization of intangible assets | 3,596 | 4,039 | ||
Total operating expenses | 24,169 | 31,001 | ||
Operating income | 1,076 | 7,134 | ||
Interest income | 31 | 20 | ||
Interest expense | -41 | -64 | ||
Gain on contingency | 1,748 | |||
Other income (expense) | -4 | -5 | ||
Income before income taxes | 2,810 | 7,085 | ||
Income taxes | -4,125 | -6,270 | ||
Net income (loss) | -1,315 | 815 | ||
Net loss attributable to noncontrolling interest | -756 | -915 | ||
Net income (loss) attributable to Pendrell | ($559) | $1,730 | ||
Basic income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | ||
Diluted income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | ||
Weighted average shares outstanding used to compute basic income (loss) per share | 265,435,018 | 263,768,676 | ||
Weighted average shares outstanding used to compute diluted income (loss) per share | 265,435,018 | [3] | 272,941,964 | [3] |
[1] | Per share amounts for the three months ended March 31, 2015 are less than $0.01 | |||
[2] | Per share amounts for the three months ended March 31, 2015 are less than $0.01. | |||
[3] | Stock options, stock appreciation rights, restricted stock awards and units totaling 26,816,410 and 9,847,290 for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2015 | ||
Basic income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | |
Diluted income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | |
Maximum | |||
Basic income (loss) per share attributable to Pendrell | $0.01 | ||
Diluted income (loss) per share attributable to Pendrell | $0.01 | ||
[1] | Per share amounts for the three months ended March 31, 2015 are less than $0.01 | ||
[2] | Per share amounts for the three months ended March 31, 2015 are less than $0.01. |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Changes in Shareholders' Equity (Unaudited) (USD $) | Total | Class A common stock | Class B common stock | Common stock | Common stock | Common stock | Additional paid-in capital | Accumulated deficit | Shareholder's equity | Noncontrolling interests |
In Thousands, except Share data | USD ($) | USD ($) | Class A common stock | Class B common stock | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning Balance at Dec. 31, 2013 | $336,793 | $2,663 | $1,941,818 | ($1,619,993) | $324,488 | $12,305 | ||||
Beginning Balance (in shares) at Dec. 31, 2013 | 212,451,224 | 53,660,000 | ||||||||
Vesting of Class A common stock issued for Ovidian acquisition | 743 | 743 | 743 | |||||||
Issuance of Class A common stock from exercise of stock options | 16 | 16 | 16 | |||||||
Issuance of Class A common stock from exercise of stock options (in shares) | 16,875 | |||||||||
Class A common stock withheld at vesting to cover statutory tax obligations | -252 | -1 | -189 | -62 | -252 | |||||
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | -128,295 | |||||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures | 1,802 | 1,802 | 1,802 | |||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | 11,741 | |||||||||
Net income (loss) | 815 | 1,730 | 1,730 | -915 | ||||||
Ending Balance at Mar. 31, 2014 | 339,917 | 2,662 | 1,944,190 | -1,618,325 | 328,527 | 11,390 | ||||
Ending Balance (in shares) at Mar. 31, 2014 | 212,351,545 | 53,660,000 | ||||||||
Beginning Balance at Dec. 31, 2014 | 289,587 | 2,669 | 1,952,880 | -1,671,135 | 284,414 | 5,173 | ||||
Beginning Balance (in shares) at Dec. 31, 2014 | 212,976,489 | 53,660,000 | 212,976,489 | 53,660,000 | ||||||
Class A common stock withheld at vesting to cover statutory tax obligations | -40 | -1 | -39 | -40 | ||||||
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | -37,180 | |||||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures | 562 | -1 | 563 | 562 | ||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | -149,369 | |||||||||
Purchase of noncontrolling interest in Provitro Biosciences LLC | -400 | 764 | 764 | -1,164 | ||||||
Net income (loss) | -1,315 | -559 | -559 | -756 | ||||||
Ending Balance at Mar. 31, 2015 | $288,394 | $2,667 | $1,954,168 | ($1,671,694) | $285,141 | $3,253 | ||||
Ending Balance (in shares) at Mar. 31, 2015 | 212,789,940 | 53,660,000 | 212,789,940 | 53,660,000 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income (loss) including noncontrolling interests | ($1,315) | $815 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 648 | 1,881 |
Amortization of intangibles | 3,596 | 4,039 |
Depreciation | 118 | 132 |
Amortization of prepaid compensation from Ovidian Group acquisition | 691 | |
Non-cash cost of patents monetized | 558 | |
Loss associated with the abandonment and/or disposition of patents | 501 | 441 |
Other | 43 | 64 |
Other changes in certain assets and liabilities: | ||
Accounts receivable | 62 | -37,698 |
Prepaid expenses and other current/non-current assets | -324 | 160 |
Accounts payable | 268 | 781 |
Accrued expenses and other current/non-current liabilities | -659 | 18,929 |
Net cash provided by (used in) operating activities | 2,938 | -9,207 |
Investing activities: | ||
Purchases of property and intangible assets | -2,005 | -44 |
Net cash used in investing activities | -2,005 | -44 |
Financing activities: | ||
Proceeds from exercise of stock options | 16 | |
Payment of statutory taxes for stock awards | -40 | -252 |
Payment of accrued obligations for purchased intangible assets | -4,000 | -2,000 |
Purchase of noncontrolling interest in Provitro Biosciences LLC | -400 | |
Net cash used in financing activities | -4,440 | -2,236 |
Net decrease in cash and cash equivalents | -3,507 | -11,487 |
Cash and cash equivalents - beginning of period | 168,793 | 184,567 |
Cash and cash equivalents - end of period | 165,286 | 173,080 |
Supplemental disclosures: | ||
Income taxes paid | $4,125 |
Nature_of_Business
Nature of Business | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Business | 1. Nature of Business |
These condensed consolidated financial statements include the accounts of Pendrell Corporation (“Pendrell”) and its consolidated subsidiaries (collectively referred to as the “Company”). The Company’s strategy, through its consolidated subsidiaries, is to invest in, acquire and develop businesses with unique technologies that are often protected by intellectual property (“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 investigates new investment and business acquisition opportunities. The Company also advises its clients on various IP strategies and transactions. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation |
Interim Financial Statements—The financial information included in the accompanying condensed consolidated financial statements is unaudited and includes all adjustments, consisting of normal recurring adjustments and accruals, considered necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures have been condensed or omitted. The financial information as of December 31, 2014 is derived from the Company’s audited consolidated financial statements and notes included in Item 8 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“2014 Form 10-K”), filed with the U.S. Securities and Exchange Commission on March 6, 2015. The financial information included in this quarterly report should be read in conjunction with management’s discussion and analysis of financial condition and results of operations and the consolidated financial statements and notes included in the 2014 Form 10-K. Operating results and cash flows for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other interim period. | |
Principles of Consolidation—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) 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. | |
In February 2015, the Company acquired the minority partner’s interest in Provitro Biosciences LLC (“Provitro”) for nominal consideration resulting in 100% ownership of Provitro. The Company continues to have a minority partner in its ContentGuard Holdings, Inc. (“ContentGuard”) subsidiary. | |
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 is 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. | |
Accounting Policies—There have been no material changes or updates in the Company’s existing accounting policies from the disclosures included in its 2014 Form 10-K. |
Provitro
Provitro | 3 Months Ended |
Mar. 31, 2015 | |
Business Combinations [Abstract] | |
Provitro | 3. Provitro |
In February 2013, the Company acquired a 68.75% interest in Provitro, the developer of the Provitro™ proprietary micro-propagation technology that is designed to facilitate the production on a commercial scale of certain plants, particularly timber bamboo. In February 2015, the Company acquired the minority partner’s interest in Provitro for nominal consideration resulting in 100% ownership of Provitro. The assets and liabilities of Provitro were measured at fair value as of the acquisition date. The assets, liabilities and activities of Provitro since the date of acquisition in February 2013 have been included in the Company’s consolidated financial statements. | |
From acquisition through the year ended December 31, 2014, the Company attempted to cultivate a strategy to commercialize the Provitro™ technology, but did not generate revenue from the technology. In January 2015, the Company suspended further development of the Provitro™ technology due to the Company’s inability to identify near-term opportunities for commercialization. As a result, the Company began seeking a buyer for Provitro’s assets and took an $11.0 million impairment charge during the fourth quarter of its year ended December 31, 2014. The impairment charge was equal to the sum of its unamortized investment in the Provitro™ technology and the goodwill associated with its acquisition of Provitro. |
Intangible_Assets_Patents
Intangible Assets - Patents | 3 Months Ended |
Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets - Patents | 4. Intangible Assets – Patents |
During the three months ended March 31, 2014, the Company sold certain patents and has included the gross proceeds in revenue. No patents were sold during the three months ended March 31, 2015. Costs associated with the patents sold, including remaining net book value, obligations to third parties for revenue share and success fees are included in cost of revenues. In future periods, these costs as a percentage of revenues may vary significantly based on the structure and terms under which we acquired the patents that we sell. | |
For the three months ended March 31, 2015 and 2014, the Company recognized $0.5 million and $0.4 million of losses, respectively, on the abandonment of certain patents that were not part of existing licensing programs or for which the Company chose to no longer allocate resources to their maintenance and enforcement. Costs associated with the abandonment of patents including any remaining net book value are included in patent administration and related costs. | |
In February 2015, the Company further enhanced its existing portfolios for an additional $2.0 million. No patents were purchased during the three months ended March 31, 2014. | |
As of March 31, 2015, the Company, through its subsidiaries, continues to hold more than 1,200 issued patents worldwide, with additional patent applications pending. |
Accrued_expenses
Accrued expenses | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued expenses | 5. Accrued expenses | ||||||||
The following table summarizes accrued expenses (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payroll and related expenses | $ | 1,553 | $ | 2,570 | |||||
Accrued legal, professional and other expenses | 3,497 | 3,254 | |||||||
$ | 5,050 | $ | 5,824 | ||||||
Other_liabilities
Other liabilities | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other liabilities | 6. Other liabilities | ||||||||
The following table summarizes other current liabilities (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Installment payment obligation | $ | — | $ | 4,000 | |||||
Restricted stock awards | 2,463 | 2,254 | |||||||
Other | 672 | 637 | |||||||
$ | 3,135 | $ | 6,891 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies |
Purchase and Lease Commitments—The Company has contractual obligations under operating lease agreements for its main office in Kirkland, Washington, and offices in California, Texas and Finland. | |
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. | |
Enforcement Action against Amazon et. al.—On December 18, 2013, ContentGuard filed a patent infringement lawsuit against Amazon.com, Inc., Apple Inc., Huawei Device USA, Inc. and Motorola Mobility LLC in the Eastern District of Texas, in which ContentGuard alleged that these entities 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. In August 2014, DirecTV intervened in the case and thereby became an additional defendant, against whom ContentGuard asserted additional infringement claims. In March 2015, the presiding judge issued claim construction rulings that preserve the breadth of ContentGuard’s claims against all defendants (collectively, the “ContentGuard Defendants”). Trials are scheduled for September 2015. 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 that Google does not infringe 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. In April 2014, the presiding judge in the Eastern District of Texas, with the endorsement of the presiding judge in the Northern District of California, ruled that all claims by and against Google will be resolved in the Eastern District of Texas, and not in the Northern District of California. The presiding judge also declined to consolidate the Google actions with the Amazon Litigation. In March 2015, the presiding judge issued claim construction rulings that preserve the breadth of ContentGuard’s claims. Trial is scheduled for September 2015. The Company is unable to anticipate the timing or outcome of the actions by and against Google. | |
IPR and CBM Petitions by ContentGuard Defendants—In December 2014, Apple filed with the United States Patent and Trademark Office (the “USPTO”) twenty-nine inter partes review (“IPR”) petitions and three covered business method (“CBM”) petitions, through which Apple is challenging the validity of all nine patents asserted in the Amazon Litigation. Also in December 2014, Google filed three CBM petitions, challenging the validity of three of the nine asserted patents. In March 2015, two of Apple’s CBM petitions were terminated in view of two substantially identical IPR petitions. In April 2015, ContentGuard filed its preliminary owner responses to all remaining petitions. The USPTO’s Patent Trial and Appeal Board (“PTAB”) will decide in the coming months whether to initiate review proceedings on some or all of the petitions and will administer and hear argument in any initiated proceedings. The Company is unable to predict whether or not proceedings will be initiated, or whether or not such proceedings will impact the timing or outcome of our claims against the ContentGuard Defendants. | |
ZTE IPRs —In early 2012, ContentGuard and its subsidiaries filed lawsuits in United States and German courts, alleging that ZTE Corporation, ZTE (USA) Inc. and ZTE Deutschland GmbH (collectively “ZTE”) infringed and continue to infringe ContentGuard patents by making, using, selling or offering for sale certain mobile communication and computing devices. ZTE subsequently filed IPR petitions with the USPTO, challenging the validity of six U.S. patents asserted by ContentGuard against ZTE. The PTAB terminated proceedings with respect to two patents, both of which emerged with valid patent claims. ZTE’s claims against the other four patents went to trial. Following trial, the PTAB rejected ZTE’s remaining challenges, and confirmed the validity of all claims in the four patents. ZTE’s time for appeal expired with no appeals filed. As a result, the decisions of the PTAB, as against ZTE, are now final. Nonetheless, all four affirmed patents have been challenged in new IPRs filed by Apple, as described in the paragraph above. The Company is unable to predict whether, and to what extent, the PTAB will allow Apple to challenge these previously affirmed patents in new proceedings. | |
ZTE Enforcement Actions—In response to the claims filed against ZTE in Germany, in which ContentGuard GmbH alleged infringement of three European patents, ZTE filed a nullity action against two of the patents and an opposition proceeding against the third patent. The infringement and nullity proceedings in Germany, along with all U.S. court actions, were “put to rest” or stayed as the result of a standstill agreement signed by ContentGuard and ZTE in December 2013. ZTE prevailed in the opposition proceeding, resulting in the revocation of one European patent, which ContentGuard has appealed. The revocation has no impact on ContentGuard’s claims in Texas against the ContentGuard Defendants. | |
J&J Collection—In November 2012, the Company obtained an arbitration judgment in the U.K. against Jay and Jayendra (Pty), a South African corporation (“J&J Group”) for approximately $4.0 million. J&J Group submitted multiple appeals to the U.K. courts, the last of which was rejected in July 2013. In December 2014, the Company obtained an enforcement judgment against J&J Group from a South African court. J&J Group’s time to appeal the enforcement judgment expired with no appeals filed, and the Company has commenced action to enforce the judgment. Due to the uncertainty of collection, the Company has not recognized the gain associated with the judgment. The Company is unable to anticipate the timing or outcome of the collection proceedings against J&J Group. |
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock-based Compensation | 8. Stock-based Compensation | ||||||||
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 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. | |||||||||
Stock-based compensation expense included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 was as follows (in thousands): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Stock options | $ | 462 | $ | 1,304 | |||||
Restricted stock awards (1) | 186 | 577 | |||||||
Total stock-based compensation expense | $ | 648 | $ | 1,881 | |||||
-1 | Stock-based compensation expense includes $0.2 million related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability for the three months ended March 31, 2015 and 2014. As of March 31, 2015 and December 31, 2014, $2.5 million and $2.3 million, respectively, were accrued for such awards. | ||||||||
Stock Options and Stock Appreciation Rights—The Company’s stock option and SARs activity for the three months ended March 31, 2015 is summarized as follows: | |||||||||
Number of shares of | Weighted average | ||||||||
Class A common | exercise price | ||||||||
stock underlying | |||||||||
options and SARs | |||||||||
Outstanding – December 31, 2014 | 25,554,026 | $ | 1.96 | ||||||
Forfeited | (846,752 | ) | $ | 1.64 | |||||
Outstanding – March 31, 2015 (1) | 24,707,274 | $ | 1.97 | ||||||
Exercisable – March 31, 2015 (1) | 17,690,415 | $ | 1.78 | ||||||
Vested and expected to vest – March 31, 2015 (1) | 24,406,423 | $ | 1.97 | ||||||
-1 | In connection with the departure of the Company’s former CEO, Mr. Benjamin G. Wolff, in November 2014, the exercise period for Mr. Wolff’s vested stock options was extended until December 15, 2015. Excluding Mr. Wolff’s 8,927,500 vested options with a weighted average exercise price of $1.42 and a weighted average remaining life of 0.71 years, the weighted average exercise price for all other outstanding, exercisable, and vested and expected to vest options and stock appreciation rights, is as follows: | ||||||||
Number of | Weighted | ||||||||
Options/SARs | average | ||||||||
exercise | |||||||||
price | |||||||||
Outstanding at March 31, 2015 | 15,779,774 | $ | 2.28 | ||||||
Exercisable at March 31, 2015 | 8,762,915 | $ | 2.15 | ||||||
Vested and expected to vest at March 31, 2015 | 15,478,923 | $ | 2.29 | ||||||
Restricted Stock—The Company’s restricted stock activity for three months ended March 31, 2015 is summarized as follows: | |||||||||
Number of shares of | Weighted average | ||||||||
Class A common | fair value per share | ||||||||
stock underlying | |||||||||
restricted stock | |||||||||
awards | |||||||||
Unvested – December 31, 2014 | 2,559,514 | $ | 1.67 | ||||||
Granted (1) | 88,131 | $ | 1.38 | ||||||
Vested | (208,506 | ) | $ | 1.89 | |||||
Forfeited | (330,003 | ) | $ | 1.68 | |||||
Unvested – March 31, 2015 | 2,109,136 | $ | 1.63 | ||||||
-1 | Represents shares issued to the Company’s Board of Directors as compensation for service. These awards have a grant date fair value of $0.1 million and vest upon issuance. |
Gain_on_Contingency
Gain on Contingency | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on Contingency | 9. Gain on Contingency |
During 2012, as part of the Company’s exit from the satellite business, the Company sold its partially completed medium earth orbit (“MEO”) satellites, related equipment, and contracts (collectively, the “MEO Assets”). Under the sales agreement, the Company is entitled to a substantial portion of any proceeds that the buyer generates from the resale of the MEO Assets. In January 2015, the buyer resold the MEO Assets and as a result, the Company is entitled to receive up to $6.0 million, contingent upon the buyer’s receipt of payment. On January 14, 2015, the buyer received a portion of the sales proceeds, resulting in the Company’s receipt of approximately $1.7 million, and a corresponding gain on contingency for the three months ended March 31, 2015. Due to the uncertainty of collection, the Company has not recognized the gain that may be generated if the Company receives additional proceeds from the sale. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes |
The Company recorded a tax provision of $4.1 million and $6.3 million for the three months ended March 31, 2015 and 2014, respectively, related to foreign taxes withheld on revenue generated from license agreements executed with third party licensees domiciled in a foreign jurisdiction. In general, foreign taxes withheld may be claimed as a deduction on future U.S. corporate income tax returns, or as a credit against future U.S. income tax liabilities, subject to certain limitations. However, due to uncertainty regarding the Company’s ability to utilize the deduction or credit resulting from the foreign withholding, at March 31, 2015 and 2014, the Company established a full valuation allowance against the related deferred tax asset. The Company anticipates that it will not have a U.S. federal income tax liability for fiscal 2015. | |
Personal Holding Company Determination—The Internal Revenue Code imposes an additional tax on the undistributed income of personal holding companies. A personal holding company is a corporation with five or fewer 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 (“PHCI”) that constitutes 60% or more of its adjusted ordinary gross income. Broadly, PHCI includes such things as dividends, interest, rents and royalties. 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 significant number of shares held by the Company’s largest shareholders and the type of income that the Company generates, the Company must continually assess share ownership of the Company and its consolidated subsidiary ContentGuard to determine whether or not there is Concentrated Ownership of either corporation. | |
The Company does not anticipate any PHC tax liability from operations for the three months ended March 31, 2015. If either Pendrell or ContentGuard is determined to be a PHC in the future, generates net PHCI, and does not distribute to its shareholders a proportionate dividend in the full amount of the net PHCI, then the undistributed net PHCI will be taxed (at 20% under current law). |
Income_Loss_per_Share
Income (Loss) per Share | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Income (Loss) per Share | 11. 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 potential dilutive 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, 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 anti-dilutive. | |||||||||
The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net income (loss) attributable to Pendrell | $ | (559 | ) | $ | 1,730 | ||||
Weighted average common shares outstanding | 266,488,886 | 266,028,239 | |||||||
Less: weighted average unvested restricted stock awards | (1,053,868 | ) | (2,259,563 | ) | |||||
Shares used for computation of basic income (loss) per share | 265,435,018 | 263,768,676 | |||||||
Add back: weighted average unvested restricted stock awards and units | — | 5,226,453 | |||||||
Add back: dilutive stock options and stock appreciation rights | — | 3,946,835 | |||||||
Shares used for computation of diluted income (loss) per share (1) | 265,435,018 | 272,941,964 | |||||||
Basic income (loss) per share attributable to Pendrell (2) | $ | — | $ | 0.01 | |||||
Diluted income (loss) per share attributable to Pendrell (2) | $ | — | $ | 0.01 | |||||
-1 | Stock options, stock appreciation rights, restricted stock awards and units totaling 26,816,410 and 9,847,290 for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. | ||||||||
-2 | Per share amounts for the three months ended March 31, 2015 are less than $0.01. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements—The financial information included in the accompanying condensed consolidated financial statements is unaudited and includes all adjustments, consisting of normal recurring adjustments and accruals, considered necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and footnote disclosures have been condensed or omitted. The financial information as of December 31, 2014 is derived from the Company’s audited consolidated financial statements and notes included in Item 8 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (“2014 Form 10-K”), filed with the U.S. Securities and Exchange Commission on March 6, 2015. The financial information included in this quarterly report should be read in conjunction with management’s discussion and analysis of financial condition and results of operations and the consolidated financial statements and notes included in the 2014 Form 10-K. Operating results and cash flows for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2015 or any other interim period. |
Principles of Consolidation | Principles of Consolidation—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) 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. |
In February 2015, the Company acquired the minority partner’s interest in Provitro Biosciences LLC (“Provitro”) for nominal consideration resulting in 100% ownership of Provitro. The Company continues to have a minority partner in its ContentGuard Holdings, Inc. (“ContentGuard”) subsidiary. | |
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 is 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. | |
Accounting Policies | Accounting Policies—There have been no material changes or updates in the Company’s existing accounting policies from the disclosures included in its 2014 Form 10-K. |
Accrued_expenses_Tables
Accrued expenses (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Summary of Accrued Expenses | The following table summarizes accrued expenses (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Accrued payroll and related expenses | $ | 1,553 | $ | 2,570 | |||||
Accrued legal, professional and other expenses | 3,497 | 3,254 | |||||||
$ | 5,050 | $ | 5,824 | ||||||
Other_liabilities_Tables
Other liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Summary of Other Current Liabilities | The following table summarizes other current liabilities (in thousands): | ||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Installment payment obligation | $ | — | $ | 4,000 | |||||
Restricted stock awards | 2,463 | 2,254 | |||||||
Other | 672 | 637 | |||||||
$ | 3,135 | $ | 6,891 | ||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | Stock-based compensation expense included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 was as follows (in thousands): | ||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Stock options | $ | 462 | $ | 1,304 | |||||
Restricted stock awards (1) | 186 | 577 | |||||||
Total stock-based compensation expense | $ | 648 | $ | 1,881 | |||||
-1 | Stock-based compensation expense includes $0.2 million related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability for the three months ended March 31, 2015 and 2014. As of March 31, 2015 and December 31, 2014, $2.5 million and $2.3 million, respectively, were accrued for such awards. | ||||||||
Stock Option and SARs Activity | The Company’s stock option and SARs activity for the three months ended March 31, 2015 is summarized as follows: | ||||||||
Number of shares of | Weighted average | ||||||||
Class A common | exercise price | ||||||||
stock underlying | |||||||||
options and SARs | |||||||||
Outstanding – December 31, 2014 | 25,554,026 | $ | 1.96 | ||||||
Forfeited | (846,752 | ) | $ | 1.64 | |||||
Outstanding – March 31, 2015 (1) | 24,707,274 | $ | 1.97 | ||||||
Exercisable – March 31, 2015 (1) | 17,690,415 | $ | 1.78 | ||||||
Vested and expected to vest – March 31, 2015 (1) | 24,406,423 | $ | 1.97 | ||||||
-1 | In connection with the departure of the Company’s former CEO, Mr. Benjamin G. Wolff, in November 2014, the exercise period for Mr. Wolff’s vested stock options was extended until December 15, 2015. Excluding Mr. Wolff’s 8,927,500 vested options with a weighted average exercise price of $1.42 and a weighted average remaining life of 0.71 years, the weighted average exercise price for all other outstanding, exercisable, and vested and expected to vest options and stock appreciation rights, is as follows: | ||||||||
Number of | Weighted | ||||||||
Options/SARs | average | ||||||||
exercise | |||||||||
price | |||||||||
Outstanding at March 31, 2015 | 15,779,774 | $ | 2.28 | ||||||
Exercisable at March 31, 2015 | 8,762,915 | $ | 2.15 | ||||||
Vested and expected to vest at March 31, 2015 | 15,478,923 | $ | 2.29 | ||||||
Restricted Stock Activity | The Company’s restricted stock activity for three months ended March 31, 2015 is summarized as follows: | ||||||||
Number of shares of | Weighted average | ||||||||
Class A common | fair value per share | ||||||||
stock underlying | |||||||||
restricted stock | |||||||||
awards | |||||||||
Unvested – December 31, 2014 | 2,559,514 | $ | 1.67 | ||||||
Granted (1) | 88,131 | $ | 1.38 | ||||||
Vested | (208,506 | ) | $ | 1.89 | |||||
Forfeited | (330,003 | ) | $ | 1.68 | |||||
Unvested – March 31, 2015 | 2,109,136 | $ | 1.63 | ||||||
-1 | Represents shares issued to the Company’s Board of Directors as compensation for service. These awards have a grant date fair value of $0.1 million and vest upon issuance. |
Income_Loss_per_Share_Tables
Income (Loss) per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Earnings Per Share [Abstract] | |||||||||
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): | ||||||||
Three months ended | |||||||||
March 31, | |||||||||
2015 | 2014 | ||||||||
Net income (loss) attributable to Pendrell | $ | (559 | ) | $ | 1,730 | ||||
Weighted average common shares outstanding | 266,488,886 | 266,028,239 | |||||||
Less: weighted average unvested restricted stock awards | (1,053,868 | ) | (2,259,563 | ) | |||||
Shares used for computation of basic income (loss) per share | 265,435,018 | 263,768,676 | |||||||
Add back: weighted average unvested restricted stock awards and units | — | 5,226,453 | |||||||
Add back: dilutive stock options and stock appreciation rights | — | 3,946,835 | |||||||
Shares used for computation of diluted income (loss) per share (1) | 265,435,018 | 272,941,964 | |||||||
Basic income (loss) per share attributable to Pendrell (2) | $ | — | $ | 0.01 | |||||
Diluted income (loss) per share attributable to Pendrell (2) | $ | — | $ | 0.01 | |||||
-1 | Stock options, stock appreciation rights, restricted stock awards and units totaling 26,816,410 and 9,847,290 for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. | ||||||||
-2 | Per share amounts for the three months ended March 31, 2015 are less than $0.01. |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Feb. 28, 2015 | |
Segment | ||
Significant Accounting Policies [Line Items] | ||
Number of operating and reporting segments | 1 | |
Provitro Biosciences LLC | ||
Significant Accounting Policies [Line Items] | ||
Ownership percentage | 100.00% |
Provitro_Additional_Informatio
Provitro - Additional Information (Detail) (Provitro Biosciences LLC, USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Feb. 28, 2015 | Feb. 28, 2013 |
Provitro Biosciences LLC | |||
Business Acquisition [Line Items] | |||
Percentage of business acquisition interest | 68.75% | ||
Ownership percentage | 100.00% | ||
Impairment charges | $11 |
Intangible_Assets_Patents_Addi
Intangible Assets - Patents - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | |
Patent | Patent | ||
Finite-Lived Intangible Assets [Line Items] | |||
Number of patents sold | 0 | ||
Losses on abandonment of certain patents | ($501,000) | ($441,000) | |
Number of patents purchased | 0 | ||
Increases portfolios, Intangible assets patents | $2,000,000 | ||
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of issued patents held | 1,200 |
Summary_of_Accrued_Expenses_De
Summary of Accrued Expenses (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $1,553 | $2,570 |
Accrued legal, professional and other expenses | 3,497 | 3,254 |
Accrued expenses | $5,050 | $5,824 |
Other_liabilities_Summary_of_O
Other liabilities - Summary of Other Current Liabilities (Detail) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Installment payment obligation | $4,000 | |
Restricted stock awards | 2,463 | 2,254 |
Other | 672 | 637 |
Other liabilities | $3,135 | $6,891 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2014 | Dec. 18, 2013 | Dec. 31, 2014 | Mar. 31, 2015 | Nov. 30, 2012 |
Patent | Patent | Patent | Patent | ||
Google Actions | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 9 | ||||
Enforcement Action Against Amazon | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 9 | ||||
ZTE IPRs | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 6 | ||||
Number of patents terminated | 2 | ||||
Number of patents remaining | 4 | ||||
J&J Arbitration | |||||
Gain And Loss Contingencies [Line Items] | |||||
Amount obtained from arbitration judgment | $4 | ||||
IPR and CBM Petitions by Apple | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 9 | ||||
Number of inter partes review petitions | 29 | ||||
Number of challenging validity | 3 | ||||
Number of patents terminated | 2 | ||||
IPR and CBM Petitions by Google | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 3 | ||||
Number of challenging validity | 3 | ||||
ZTE Enforcement Actions | |||||
Gain And Loss Contingencies [Line Items] | |||||
Number of alleged patents infringed | 3 | ||||
Number of patents against nullity action filed | 2 | ||||
Number of revocation of patent | 1 |
StockBased_Compensation_Expens
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $648 | $1,881 | ||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 462 | 1,304 | ||
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $186 | [1] | $577 | [1] |
[1] | Stock-based compensation expense includes $0.2 million related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability for the three months ended March 31, 2015 and 2014. As of March 31, 2015 and December 31, 2014, $2.5 million and $2.3 million, respectively, were accrued for such awards. |
StockBased_Compensation_Expens1
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | $648,000 | $1,881,000 | |
Accrued stock-based compensation, current | 2,463,000 | 2,254,000 | |
Restricted stock awards liability | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation | 200,000 | 200,000 | |
Restricted stock awards accounted for liability awards | 250,000 | 250,000 | |
Accrued stock-based compensation, current | 2,500,000 | ||
Accrued stock-based compensation, non-current | $2,300,000 |
Stock_Option_and_SARs_Activity
Stock Option and SARs Activity (Detail) (Stock Options and Stock Appreciation Rights, USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Stock Options and Stock Appreciation Rights | ||
Number of shares of Class A common stock underlying options and SARs | ||
Outstanding at beginning of period | 25,554,026 | |
Forfeited | -846,752 | |
Outstanding at end of period | 24,707,274 | [1] |
Exercisable at end of period | 17,690,415 | [1] |
Vested and expected to vest at end of period | 24,406,423 | [1] |
Weighted average exercise price | ||
Outstanding at beginning of period | $1.96 | |
Forfeited | $1.64 | |
Outstanding at end of period | $1.97 | [1] |
Exercisable at end of period | $1.78 | [1] |
Vested and expected to vest at end of period | $1.97 | [1] |
[1] | In connection with the departure of the Company's former CEO, Mr. Benjamin G. Wolff, in November 2014, the exercise period for Mr. Wolff's vested stock options was extended until December 15, 2015. Excluding Mr. Wolff's 8,927,500 vested options with a weighted average exercise price of $1.42 and a weighted average remaining life of 0.71 years, the weighted average exercise price for all other outstanding, exercisable, and vested and expected to vest options and stock appreciation rights, is as follows: |
Stock_Option_and_SARs_Activity1
Stock Option and SARs Activity (Parenthetical) (Detail) (Stock Options and Stock Appreciation Rights, USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested and expected to vest at end of period | 24,406,423 | [1] | |
Vested and expected to vest at end of period | $1.97 | [1] | |
Outstanding at end of period | 24,707,274 | [1] | 25,554,026 |
Exercisable at end of period | 17,690,415 | [1] | |
Outstanding at end of period | $1.97 | [1] | $1.96 |
Exercisable at end of period | $1.78 | [1] | |
Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested and expected to vest at end of period | 8,927,500 | ||
Vested and expected to vest at end of period | $1.42 | ||
Weighted average remaining contractual term, Vested and expected to vest | 8 months 16 days | ||
Excluding Benjamin G- Wolff | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested and expected to vest at end of period | 15,478,923 | ||
Vested and expected to vest at end of period | $2.29 | ||
Outstanding at end of period | 15,779,774 | ||
Exercisable at end of period | 8,762,915 | ||
Outstanding at end of period | $2.28 | ||
Exercisable at end of period | $2.15 | ||
[1] | In connection with the departure of the Company's former CEO, Mr. Benjamin G. Wolff, in November 2014, the exercise period for Mr. Wolff's vested stock options was extended until December 15, 2015. Excluding Mr. Wolff's 8,927,500 vested options with a weighted average exercise price of $1.42 and a weighted average remaining life of 0.71 years, the weighted average exercise price for all other outstanding, exercisable, and vested and expected to vest options and stock appreciation rights, is as follows: |
Restricted_Stock_Activity_Deta
Restricted Stock Activity (Detail) (Restricted Stock And Units Equity And Liability Awards, USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Restricted Stock And Units Equity And Liability Awards | ||
Number of shares of Class A common stock underlying restricted stock awards | ||
Unvested Beginning Balance | 2,559,514 | |
Granted | 88,131 | [1] |
Vested | -208,506 | |
Forfeited | -330,003 | |
Unvested Ending Balance | 2,109,136 | |
Weighted average fair value per share | ||
Unvested Beginning Balance | $1.67 | |
Granted | $1.38 | [1] |
Vested | $1.89 | |
Forfeited | $1.68 | |
Unvested Ending Balance | $1.63 | |
[1] | Represents shares issued to the Company's Board of Directors as compensation for service. These awards have a grant date fair value of $0.1 million and vest upon issuance. |
Restricted_Stock_Activity_Pare
Restricted Stock Activity (Parenthetical) (Detail) (USD $) | Mar. 31, 2015 |
In Millions, unless otherwise specified | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted stock awards grant date fair value | $0.10 |
Gain_on_Contingency_Additional
Gain on Contingency - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Jan. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contingent Proceeds from the Sale of Non Productive Assets | $6,000,000 | |
Gain on contingency | 1,748,000 | |
Unrecognized gain to be generated on additional sale proceeds of MEO assets | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Shareholder | ||
Income Tax Disclosure [Abstract] | ||
Income tax provision | $4,125 | $6,270 |
Personal holding company determination, number of shareholders limit | 5 | |
Ownership percentage of individual shareholders in a personal holding company | 50.00% | |
Percentage of adjusted ordinary gross income pertaining to individual shareholders | 60.00% | |
Personal holding company tax rate on net personal holding company income | 20.00% |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | ||
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to Pendrell | ($559) | $1,730 | ||
Weighted average common shares outstanding | 266,488,886 | 266,028,239 | ||
Less: weighted average unvested restricted stock awards | -1,053,868 | -2,259,563 | ||
Shares used for computation of basic income (loss) per share | 265,435,018 | 263,768,676 | ||
Add back: weighted average unvested restricted stock awards and units | 5,226,453 | |||
Add back: dilutive stock options and stock appreciation rights | 3,946,835 | |||
Shares used for computation of diluted income (loss) per share | 265,435,018 | [1] | 272,941,964 | [1] |
Basic income (loss) per share attributable to Pendrell | $0.01 | [2],[3] | ||
Diluted income (loss) per share attributable to Pendrell | $0.01 | [2],[3] | ||
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 26,816,410 and 9,847,290 for the three months ended March 31, 2015 and 2014, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. | |||
[2] | Per share amounts for the three months ended March 31, 2015 are less than $0.01 | |||
[3] | Per share amounts for the three months ended March 31, 2015 are less than $0.01. |
Computation_of_Basic_and_Dilut1
Computation of Basic and Diluted Income (Loss) Per Share (Parenthetical) (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | ||
Earnings Per Share Basic And Diluted [Line Items] | |||
Securities excluded from calculation of diluted loss per share | 26,816,410 | 9,847,290 | |
Basic income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | |
Diluted income (loss) per share attributable to Pendrell | $0.01 | [1],[2] | |
Maximum | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Basic income (loss) per share attributable to Pendrell | 0.01 | ||
Diluted income (loss) per share attributable to Pendrell | 0.01 | ||
[1] | Per share amounts for the three months ended March 31, 2015 are less than $0.01 | ||
[2] | Per share amounts for the three months ended March 31, 2015 are less than $0.01. |