Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PCO | ||
Entity Registrant Name | Pendrell Corp | ||
Entity Central Index Key | 1,359,555 | ||
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 Public Float | $ 237,203,993 | ||
Class A common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 214,311,266 | ||
Class B common stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 53,660,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 162,457 | $ 168,793 |
Accounts receivable | 87 | 131 |
Other receivables - net of reserve of $0 and $2,750, respectively | 1,329 | 69 |
Prepaid expenses and other current assets | 384 | 774 |
Total current assets | 164,257 | 169,767 |
Property in service - net of accumulated depreciation of $512 and $1,227, respectively | 118 | 3,372 |
Other assets | 2,140 | 54 |
Intangible assets - net of accumulated amortization of $54,523 and $43,567, respectively | 14,377 | 109,702 |
Goodwill | 0 | 21,209 |
Total | 180,892 | 304,104 |
Current liabilities: | ||
Accounts payable | 140 | 281 |
Accrued expenses | 4,292 | 5,824 |
Other liabilities | 119 | 6,891 |
Total current liabilities | 4,551 | 12,996 |
Deferred tax liability | 1,521 | |
Total liabilities | $ 4,551 | $ 14,517 |
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 | $ 1,958,376 | $ 1,952,880 |
Accumulated deficit | (1,780,823) | (1,671,135) |
Total Pendrell shareholders' equity | 180,234 | 284,414 |
Noncontrolling interests | (3,893) | 5,173 |
Total shareholders' equity and noncontrolling interests | 176,341 | 289,587 |
Total | 180,892 | 304,104 |
Class A common stock | ||
Shareholders' equity and noncontrolling interests: | ||
Common stock, value | 2,144 | 2,132 |
Class B common stock | ||
Shareholders' equity and noncontrolling interests: | ||
Common stock, value | $ 537 | $ 537 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other receivables, reserve | $ 0 | $ 2,750 |
Property in service, accumulated depreciation | 512 | 1,227 |
Intangible assets, accumulated amortization | $ 54,523 | $ 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 | 271,879,107 | 270,745,381 |
Common stock, shares outstanding | 214,110,215 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement [Abstract] | ||||
Revenue | $ 43,519 | $ 42,534 | $ 13,128 | |
Operating expenses: | ||||
Cost of revenues | 10,215 | 14,170 | 7,872 | |
Patent administration and related costs | 2,668 | 6,386 | 4,405 | |
Patent litigation | 13,076 | 9,880 | 4,564 | |
General and administrative | 16,750 | 27,467 | 25,939 | |
Stock-based compensation | 4,507 | 9,405 | 12,345 | |
Amortization of intangibles | 13,939 | 15,929 | 15,864 | |
Impairment of intangibles and goodwill | 103,499 | 11,013 | 0 | |
Total operating expenses | 164,654 | 94,250 | 70,989 | |
Operating loss | (121,135) | (51,716) | (57,861) | |
Interest income | 156 | 94 | 131 | |
Interest expense | (53) | (193) | (195) | |
Gain on contingencies | 6,095 | |||
Other expense | (14) | (16) | (55) | |
Loss before income taxes | (114,951) | (51,831) | (57,980) | |
Income tax expense | (2,631) | (6,303) | ||
Net loss | (117,582) | (58,134) | (57,980) | |
Net loss attributable to noncontrolling interests | (7,902) | (7,132) | (2,918) | |
Net loss attributable to Pendrell | $ (109,680) | $ (51,002) | $ (55,062) | |
Basic and diluted loss per share attributable to Pendrell | $ (0.41) | $ (0.19) | $ (0.21) | |
Weighted average shares outstanding used to compute basic and diluted loss per share | [1] | 265,707,324 | 264,407,498 | 262,119,403 |
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 27,847,870, 28,113,540 and 34,408,579 for the years ended December 31, 2015, 2014 and 2013, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Class A common stock | Class B common stock | Common stock | Common stockClass A common stock | Common stockClass B common stock | Additional paid-in capital | Accumulated deficit | Shareholder's equity | Noncontrolling interests |
Beginning Balance at Dec. 31, 2012 | $ 375,860 | $ 2,655 | $ 1,929,526 | $ (1,563,999) | $ 368,182 | $ 7,678 | ||||
Beginning 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 | $ 186 | 2 | 184 | 186 | ||||||
Issuance of Class A common stock from exercise of stock options (in shares) | 165,312 | 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 Provitro | 7,545 | 7,545 | ||||||||
Net 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 | ||||||||
Vesting of Class A common stock issued for Ovidian Acquisition | 2,229 | 2,229 | 2,229 | |||||||
Issuance of Class A common stock from exercise of stock options | $ 429 | 5 | 424 | 429 | ||||||
Issuance of Class A common stock from exercise of stock options (in shares) | 992,499 | 514,938 | ||||||||
Class A common stock withheld at vesting to cover statutory tax obligations | $ (775) | (2) | (633) | (140) | (775) | |||||
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | (161,823) | |||||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures | 9,045 | 3 | 9,042 | 9,045 | ||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | 172,150 | |||||||||
Net loss | (58,134) | (51,002) | (51,002) | (7,132) | ||||||
Ending Balance at Dec. 31, 2014 | 289,587 | 2,669 | 1,952,880 | (1,671,135) | 284,414 | 5,173 | ||||
Ending Balance (in shares) at Dec. 31, 2014 | 212,976,489 | 53,660,000 | 212,976,489 | 53,660,000 | ||||||
Issuance of Class A common stock from exercise of stock options | $ 219 | 4 | 215 | 219 | ||||||
Issuance of Class A common stock from exercise of stock options (in shares) | 1,045,000 | 358,350 | ||||||||
Class A common stock withheld at vesting to cover statutory tax obligations | $ (140) | (1) | (131) | (8) | (140) | |||||
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | (38,813) | |||||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures | 4,705 | 12 | 4,693 | 4,705 | ||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | 1,156,689 | |||||||||
Repurchase of restricted stock | (2) | (2) | (2) | |||||||
Repurchase of restricted stock (in shares) | (250,000) | |||||||||
Shares received through divesture of Ovidian | (46) | (1) | (45) | (46) | ||||||
Shares received through divesture of Ovidian (in shares) | (92,500) | |||||||||
Purchase of noncontrolling interest in Provitro Biosciences LLC | (400) | 764 | 764 | (1,164) | ||||||
Net loss | (117,582) | (109,680) | (109,680) | (7,902) | ||||||
Ending Balance at Dec. 31, 2015 | $ 176,341 | $ 2,681 | $ 1,958,376 | $ (1,780,823) | $ 180,234 | $ (3,893) | ||||
Ending Balance (in shares) at Dec. 31, 2015 | 214,110,215 | 53,660,000 | 214,110,215 | 53,660,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | |||
Net loss including noncontrolling interest | $ (117,582) | $ (58,134) | $ (57,980) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | 4,507 | 9,405 | 12,345 |
Amortization of prepaid compensation from Ovidian acquisition | 1,380 | 2,763 | |
Amortization of intangible assets | 13,939 | 15,929 | 15,864 |
Impairment of intangible assets and goodwill | 103,499 | 11,013 | 0 |
Depreciation | 351 | 523 | 472 |
Non-cash cost of patents monetized | 138 | 794 | 252 |
Loss associated with the abandonment and/or disposition of patents | 958 | 2,765 | 46 |
Loss on the disposition of property | 1,015 | ||
Other | 3 | 222 | 198 |
Other changes in certain assets and liabilities, net of acquisitions: | |||
Accounts receivable | 44 | 271 | 8,128 |
Other receivables | (12) | (31) | 818 |
Prepaid expenses and other current/non-current assets | (1,096) | 969 | (239) |
Accounts payable | (141) | 115 | (409) |
Accrued expenses and other current/non-current liabilities | (5,670) | 1,470 | 2,591 |
Net cash used in operating activities | (47) | (13,309) | (15,151) |
Investing activities: | |||
Purchases of property and intangible assets | (2,077) | (119) | (2,356) |
Proceeds associated with disposition of property | 109 | ||
Acquisition of controlling interest in Provitro, net of cash acquired | (9,204) | ||
Net cash used in investing activities | (1,968) | (119) | (11,560) |
Financing activities: | |||
Proceeds from exercise of stock options | 219 | 429 | 185 |
Payment of statutory taxes for stock awards | (140) | (775) | (2,660) |
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 | (4,321) | (2,346) | (2,475) |
Net decrease in cash and cash equivalents | (6,336) | (15,774) | (29,186) |
Cash and cash equivalents-beginning of period | 168,793 | 184,567 | 213,753 |
Cash and cash equivalents-end of period | 162,457 | 168,793 | 184,567 |
Supplemental disclosures: | |||
Income taxes paid | 4,125 | $ 6,272 | |
Income taxes received | 751 | ||
Supplemental disclosure of non-cash investing and financing activities: | |||
Accrued obligations for purchases of property and intangible assets | $ 5,573 | ||
Note receivable for disposition of property | $ 1,900 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization and Business | 1. Organization and Business Overview— 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation 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 Use of 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. Cash and Cash Equivalents— December 31, 2015 2014 Cash $ 26,951 $ 18,403 Money market funds 135,506 150,390 $ 162,457 $ 168,793 The fair value of money market funds at December 31, 2015 and 2014 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 Prepaid Expenses and Other Current Assets Property in Service Business Combinations Intangible Assets and Goodwill The Company evaluates finite-lived intangible assets when events or circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. 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. This comparison requires management to make judgments regarding estimated future cash flows. The Company’s ability to realize the estimated future cash flows may be affected by factors such as changes in operating performance, changes in business strategy, invalidation of patents, unfavorable judgments in legal proceedings and changes in economic conditions. If the Company’s estimates of the undiscounted cash flows do not equal or exceed the carrying value of the asset or asset group, an impairment charge equal to the amount by which the recorded value of the asset or asset group exceeds its fair value is recognized. The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if circumstances indicate that the carrying value of a Company reporting unit may exceed its fair value. 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. During 2015, the Company determined that a portion of its intellectual property assets and goodwill were impaired and recognized an impairment charge of $103.5 million for the year ended December 31, 2015. During 2014, the Company recognized an impairment charge of $11.0 million related to intangibles and goodwill of its Provitro asset group. See Note 6, Intangible Assets and Goodwill for further details. The Company recorded no such impairments during 2013. Fair Value of Financial Instruments 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, 2015 and 2014, 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 has determined that the carrying value of its financial instruments, based on the hierarchy established by the FASB, approximates 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) For the years ended, December 31, 2015, 2014 and 2013, there were no gains or losses on intercompany foreign currency translations. 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, 2015, 2014 and 2013, there were no reclassifications of cumulative translation gains or losses resulting from the deconsolidation or liquidation of subsidiaries. Revenue Recognition The Company’s patent licensing agreements often 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. Generally, the agreements provide no further obligation for the Company upon receipt of the minimum upfront license fee. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront license fee, and when all other revenue recognition criteria have been met. Certain of the Company’s patent licensing agreements provide for future royalties or future payment obligations triggered upon satisfaction of conditions. Future royalties and future payments are recognized in revenue upon satisfaction of any related conditions, provided that all revenue recognition criteria, as described below, have been met. 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 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. Fees earned from IP consulting services are generally recognized as the services are performed. 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, services have been rendered to the customer or delivery has occurred, (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. Research and Development Stock-Based Compensation 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. Income Taxes 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 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 loss per share for the years ended December 31, 2015, 2014 and 2013 excludes all potential dilutive Common Shares as their inclusion would have been antidilutive. The following table sets forth the computation of basic and diluted loss per share (in thousands, except share and per share data): Year ended December 31, 2015 2014 2013 Net loss attributable to Pendrell $ (109,680 ) $ (51,002 ) $ (55,062 ) Weighted average common shares outstanding 267,136,845 266,336,617 265,684,341 Less: weighted average unvested restricted stock awards (1,429,521 ) (1,929,119 ) (3,564,938 ) Shares used for computation of basic and diluted loss per share(1) 265,707,324 264,407,498 262,119,403 Basic and diluted loss per share attributable to Pendrell $ (0.41 ) $ (0.19 ) $ (0.21 ) (1) Stock options, stock appreciation rights, restricted stock awards and units totaling 27,847,870, 28,113,540 and 34,408,579 for the years ended December 31, 2015, 2014 and 2013, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. New Accounting Pronouncements Revenue (Topic 606) Revenue from Contracts with Customers |
Provitro
Provitro | 12 Months Ended |
Dec. 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 develop 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. 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. In September 2015, the Company sold Provitro’s facility and related tangible assets for $2.0 million, resulting in a $0.7 million loss which is included in general and administrative expenses for the year ended December 31, 2015. The purchase price will be paid in installments of which $0.1 million was paid immediately, $1.3 million will be paid within twelve months and is included in other current receivables and the remaining $0.6 million is due in March 2017 and is included in other non-current assets. Additionally, in December 2015, the Company sold its rights to Provitro’s micro-propagation technology, resulting in a nominal amount of revenue. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Other Receivables | 4. Other Receivables As of December 31, 2015, other receivables consisted primarily of a $1.3 million note receivable related to the sale of Provitro’s assets in September 2015. As of December 31, 2014, other receivables consisted primarily of 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. In November 2015, the Company entered into a settlement agreement with the J&J Group whereby it received approximately $1.6 million, net of collection costs, in full and final settlement of all claims against the J&J Group which was recorded as a gain on contingencies in the statements of operations for the year ended December 31, 2015. Other receivables also include amounts for state income taxes, interest and other miscellaneous items. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets | 5. Other Assets As of December 31, 2015, other assets consisted primarily of a $1.5 million receivable for royalty revenue due in 2018 and 2019; and a $0.6 million receivable, due in March 2017, related to the sale of Provitro’s assets in September 2015. Additionally, other assets as of December 31, 2015 and 2014 included long-term security deposits associated with the Company’s leased facilities. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill 2015 Impairment of Intangibles and Goodwill In November 2015, as a result of the non-infringement verdicts in the Google Litigation and Apple Litigation, the Company revised its projected cash flows for its intangible assets, triggering an impairment analysis of its intangible assets and goodwill. The Company records an impairment charge on its intangible assets if it determines that their carrying value may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset and its eventual disposition. When the Company determines that the carrying value of its intangible assets may not be recoverable, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by its management to be commensurate with the risk inherent in its current business model. An impairment loss is recognized only if the carrying amount of the intangible assets exceeds its estimated fair value. An impairment charge is recorded to reduce the pre-impairment carrying amount of the intangible assets to their estimated fair value. Determining the fair value is highly judgmental in nature and requires the use of significant estimates and assumptions considered to be Level 3 fair value inputs, including anticipated future revenue opportunities, operating margins, and discount rates, among others. The estimated fair value of the intangible assets was determined based on the income approach, as it was deemed to be most indicative of the Company’s fair value in an orderly transaction between market participants. Under the income approach the Company determined fair value based on estimated future cash flows resulting from licensing its intangible assets. The estimated cash flows were discounted by an estimated weighted-average cost of capital which reflects the overall level of inherent risk of the Company and the rate of return an outside investor would expect to earn. Upon completion of the analysis, the Company concluded that the estimated fair value of its intangible assets was less than their carrying amount and recorded an impairment charge of $82.3 million, which is included in “Impairment of intangibles and goodwill” in the accompanying Consolidated Statements of Operations. The Company then evaluated the carrying value of its goodwill by estimating the fair value of the reporting unit through the use of discounted cash flow models, which required management to make significant judgments as to the estimated future cash flows resulting from licensing its intangible assets. Upon completion of the analysis, the Company concluded that the estimated fair value of its reporting unit was less than its carrying amount and recorded an additional $21.2 million impairment charge related to goodwill in the fourth quarter of 2015. 2014 Impairment of Intangibles and Goodwill In January 2015, the Company suspended further development of the Provitro™ technology as it had been unable to identify near-term opportunities to commercialize the technology. The Company determined that this suspension provided additional evidence about conditions that existed prior to December 31, 2014, triggering an impairment analysis of the intangibles associated with its Provitro asset group. In its impairment analysis, the Company compared the carrying amount of the Provitro™ technology to the future undiscounted net cash flows expected to be generated by the Provitro™ technology. The Company concluded that the anticipated undiscounted cash flows from the Provitro™ technology did not exceed the carrying value of the Provitro™ technology and, the Company recorded a $10.5 million non-cash impairment charge in its results of operations for the year ended December 31, 2014. Additionally, as of December 31, 2014, the company determined that the goodwill related to its acquisition of Provitro was impaired and recorded a $0.5 million non-cash impairment charge for the year ended December 31, 2014. For the year ended December 31, 2013, the Company recorded no such impairment charges for intangible assets or goodwill. Intangible Assets The following table presents details of the Company’s intangible assets and related amortization (in thousands): December 31, December 31, Cost: Patents $ 67,096 $ 139,902 Customer relationships 1,804 6,615 Trade names — 4,812 Trade secrets — 1,940 Total cost 68,900 153,269 Accumulated amortization: Patents (52,719 ) (40,321 ) Customer relationships (1,804 ) (2,680 ) Trade names — — Trade secrets — (566 ) Total accumulated amortization (54,523 ) (43,567 ) Intangible assets, net $ 14,377 $ 109,702 The Company recorded the non-cash intangible impairment charge of $82.3 million from the gross carrying value of its patents and the full value of its other intangibles. At December 31, 2015, the Company determined that the expected period of benefit of its patents is approximately three years. The Company has used, and may continue to use, different structures and forms of consideration for its acquisitions of intangible assets. 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 first quarter of the year ended December 31, 2015, the Company further enhanced its existing memory and storage technologies patent portfolio for an additional $2.0 million. No patents were purchased during the year ended December 31, 2014. During 2013, the Company expanded its patent holdings through the acquisition of additional patents covering memory and storage technologies for electronic devices. During the years ended December 31, 2015, 2014 and 2013, the Company sold certain 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 cost of revenues. Certain of the patents sold, as well as certain of those licensed, were subject to an obligation to pay a substantial portion of the net proceeds to a third party. These costs are also included in cost of revenues. In future periods, these third party payments as a percentage of revenues may vary significantly based on the structure utilized for any given acquisition. During the year ended December 31, 2015 and 2014, the Company recognized $1.0 million and $2.8 million of losses, respectively, on the abandonment of certain patents that were not part of existing licensing programs or for which the Company determined that it would no longer allocate resources to their maintenance and enforcement. For the year ended December 31, 2013, patents with a combined book value of less than $0.1 million were abandoned. Costs associated with the abandonment of patents, including any remaining net book value, are included in patent administration and related costs. The Company recorded amortization expense related to purchased intangible assets of $13.9 million, $15.9 million and $15.9 million for the years ended December 31, 2015, 2014, and 2013, 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, 2015 is as follows (in thousands): Year ending December 31, Amount 2016 $ 9,531 2017 2,423 2018 2,423 Total $ 14,377 Goodwill Goodwill represented 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. As a result of the impairments recorded in 2015 and 2014, the Company does not have a goodwill balance at December 31, 2015. The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 December 31, 2014 Beginning balance $ 21,209 $ 21,725 Impairment of goodwill (21,209 ) (516 ) Ending balance $ — $ 21,209 |
Accrued expenses
Accrued expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued expenses | 7. Accrued expenses The following table summarizes accrued expenses (in thousands): December 31, 2015 December 31, 2014 Accrued payroll and related expenses $ 1,742 $ 2,570 Accrued legal, professional and other expenses 2,550 3,254 $ 4,292 $ 5,824 |
Other liabilities
Other liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other liabilities | 8. Other liabilities The following table summarizes other current liabilities (in thousands): December 31, 2015 December 31, Installment payment obligation $ — $ 4,000 Restricted stock awards — 2,254 Other 119 637 $ 119 $ 6,891 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease and Commitments Year ended December 31, 2015 2014 2013 Rent expense $ 793 $ 662 $ 875 As of December 31, 2015, future minimum payments under the Company’s lease agreements were as follows (in thousands): Operating 2016 $ 406 2017 415 2018 425 2019 205 Total minimum payments $ 1,451 Litigation ContentGuard Enforcement Actions Amazon Settlement. DirecTV Settlement. Google and Samsung Verdict Apple Verdict Post-Trial Activities IPR and CBM Petitions filed by Apple and Google ZTE IPRs ZTE Enforcement Actions J&J Collection |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Shareholders' Equity | 10. Shareholders’ Equity Common Stock Stock Incentive 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, 2015, 20,551,286 shares were reserved and remain available for grant under the 2012 Plan. Stock-Based Compensation Stock-based compensation expense included in the Company’s consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands): Year ended December 31, 2015 2014 2013 Stock options(1) $ 2,236 $ 7,268 $ 5,723 Restricted stock awards(1)(2) 2,271 2,137 6,622 Total stock-based compensation expense $ 4,507 $ 9,405 $ 12,345 (1) On November 19, 2014, Benjamin G. Wolff resigned from his positions as President and Chief Executive Officer of the Company. The Company entered into a separation agreement in accordance with the terms of Mr. Wolff’s Amended and Restated Employment Letter Agreement (the “Agreement”). The Agreement provided for the vesting of all options, shares of restricted stock (“RSAs”) and restricted stock units (“RSUs”) in which Mr. Wolff would have vested had he remained actively employed by the Company through the second anniversary of his resignation, excluding any unvested performance-based RSAs or performance-based RSUs. The Agreement also provided for an extension of the exercise period for Mr. Wolff’s vested stock options until December 15, 2015. The extension of the exercise period is considered a modification and resulted in additional stock-based compensation expense of $0.7 million, as determined using a Black-Scholes model, which was recognized on the modification date as the options were vested pursuant to the Agreement. The accelerated vesting of the options, RSUs and RSAs resulted in $2.1 million of additional stock-based compensation expense in the year ended December 31, 2014. (2) Stock-based compensation expense for the year ended December 31, 2015, 2014 and 2013, includes $0.2 million, $0.8 million and $0.8 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. The Company settled the related liability with a $2.5 million payment in April 2015 and no further expense will be incurred. At December 31, 2015, 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): 2016(1) $ 3,226 2017(1) 2,742 2018(1) 1,871 2019 and thereafter — $ 7,839 (1) Future expense does not include expense related to 1.5 million performance-based stock options and 3.0 million performance-based restricted stock awards granted in 2015, as these awards vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. The fair value of these awards will not be known until the date the performance targets are established at which point expensing will commence. The weighted average period over which the unearned stock-based compensation expense is expected to be recognized is approximately 2.5 years. Stock Options and Stock Appreciation Rights The weighted average fair value of stock options and stock appreciation rights granted during the years ended December 31, 2015, 2014 and 2013 was estimated using the Black-Scholes Model with the following assumptions: Year ended December 31, 2015 2014 2013 Weighted average expected volatility 48 % 55 % 55 % Weighted average risk-free interest rate 1.9 % 1.9 % 1.2 % Expected dividend yield 0 % 0 % 0 % Weighted average expected term in years 6.0 6.2 5.8 Weighted average estimated fair value per option granted $ 0.47 $ 0.79 $ 0.88 The assumptions used to calculate the fair value are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience. The Company’s expected stock price volatility rate is based on a peer group, which the Company believes is a reasonable representation of the Company’s business direction and expected future volatility as an IP investment, advisory and asset management business. 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, 2015, 2014 and 2013 (dollars in thousands): Year ended December 31, 2015 2014 2013 Service-based(1) 4,238,300 4,374,000 1,248,000 Performance-based(2) 2,000,000 — 250,000 Stock options issued as Board of Director compensation 240,000 300,000 300,000 Total granted 6,478,300 4,674,000 1,798,000 Fair value of grants $ 3,021 $ 3,702 $ 1,585 (1) Of the 4.2 million service-based stock options granted during the year ended December 31, 2015, 2.0 million were granted to its new Chief Executive Officer (“CEO”) with a grant date fair value of $1.3 million and vest at a rate of 25% per year over four years. The remaining 2.2 million of service-based stock options were granted to various employees with a grant date fair value of $1.4 million and vest 50% after one year, 75% after two years and 100% after three years. (2) The 2.0 million performance-based stock options were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company’s then-applicable incentive plan. Of the 2.0 million options granted, 1.5 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. The remaining 0.5 million options have a grant date fair value of $0.3 million. The Company’s stock option and stock appreciation rights activity for the years ended December 31, 2015, 2014 and 2013 is summarized as follows: Number of Weighted Weighted 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 ) 2.20 Outstanding at December 31, 2013 28,496,463 2.17 Granted 4,674,000 1.49 Exercised (992,499 ) 1.18 Forfeited (6,623,938 ) 2.65 Outstanding at December 31, 2014 25,554,026 1.96 Granted 6,478,300 1.31 Exercised (1,045,000 ) 1.18 Forfeited(1) (13,670,094 ) 2.14 Outstanding at December 31, 2015(2) 17,317,232 $ 1.62 6.58 Exercisable at December 31, 2015(2) 9,041,889 $ 1.85 4.62 Vested and expected to vest at December 31, 2015(2) 16,665,962 $ 1.62 6.59 (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 8,927,500 vested stock options was extended until December 15, 2015. Mr. Wolff forfeited 8,277,500 of the vested options during the year ended December 31, 2015. (2) 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 2015 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. As of December 31, 2015, the Company’s closing stock price was lower than the exercise price, therefore, the aggregate intrinsic values of stock options outstanding, exercisable, and vested and expected to vest were zero. The intrinsic value of stock options exercised during the year ended December 31, 2015 was $0.3 million. The total fair value of options which vested during the years ended December 31, 2015, 2014 and 2013 was approximately $2.5 million, $7.3 million and $5.8 million, respectively. The following table summarizes significant ranges of outstanding and exercisable stock options and stock appreciation rights as of December 31, 2015: Outstanding stock options and Exercisable stock options Range of exercise prices Number of Weighted Weighted Number of Weighted $0.71—$1.23 4,535,619 $ 1.17 5.11 3,604,677 $ 1.19 $1.24—$1.33 2,338,400 1.30 8.96 601,250 1.27 $1.34—$1.41 4,000,000 1.34 9.46 — — $1.42—$2.12 3,339,250 1.69 6.25 1,860,500 1.73 $2.13—$5.90 3,103,963 2.81 3.57 2,975,462 2.84 17,317,232 $ 1.62 6.58 9,041,889 $ 1.85 Restricted Stock Awards The Company granted the following shares of Class A common stock underlying restricted stock awards to certain employees in connection with their continued or new employment with the Company and to members of its board of directors during the years ended December 31, 2015, 2014 and 2013 (dollars in thousands): Year ended December 31, 2015 2014 2013 Service-based(1) 3,748,700 250,000 211,250 Performance-based(2) 3,500,000 — — Market-based(3)(4)(5) 2,000,000 150,000 300,000 Shares issued as Board of Director compensation 396,060 279,349 348,698 Total granted 9,644,760 679,349 859,948 Fair value of grants $ 7,627 $ 869 $ 1,198 (1) Of the 3.7 million service-based restricted stock awards granted during the year ended December 31, 2015, 3.5 million were granted to the CEO and vest at a rate of 25% per year over four years. The remaining 0.2 million of service-based restricted stock awards were granted to various employees and vest 50% after one year, 75% after two years and 100% after three years. (2) During the year ended December 31, 2015, the 3.5 million performance-based restricted stock awards were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company’s then-applicable incentive plan. Of the awards granted, 3.0 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. (3) The market-based restricted stock awards granted during the year ended December 31, 2015 were all granted to the CEO and fully vest when both of the following have occurred: (i) the average closing price of the Company’s Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the “Price Trigger”) and (ii) the date is January 1, 2017 or later. If the Price Trigger is not achieved by December 31, 2019, then none of the market-based restricted stock awards will vest. (4) The market-based RSUs granted during the year ended December 31, 2014 fully vest when both of the following have occurred: (i) the average closing price of the Company’s Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the “Price Trigger”), and (ii) the first anniversary of the grant date has occurred. If the Price Trigger is not achieved by the third anniversary of the grant date, then none of the market-based RSUs will vest. (5) The market-based RSUs granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each, which would have vested only after designated time periods had elapsed and designated stock prices had been met. These awards were forfeited during the year ended December 31, 2014. The Company’s restricted stock award activity for the years ended December 31, 2015, 2014 and 2013 is summarized as follows: Number of Weighted 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 Granted 679,349 1.28 Vested (1,844,012 ) 1.87 Forfeited (2,187,939 ) 1.23 Unvested—December 31, 2014 2,559,514 1.67 Granted 9,644,760 0.79 Vested (848,459 ) 2.21 Forfeited (825,177 ) 1.40 Unvested—December 31, 2015 10,530,638 $ 0.84 During the year ended December 31, 2015, 848,459 stock awards vested as a result of the Company’s employees achieving service targets. Certain holders of the vested RSAs and RSUs exercised their right to have their awards net-share settled to cover statutory employee taxes related to the vesting of the RSAs and RSUs. The settlement of these awards resulted in the Company repurchasing and/or cancelling 111,458 shares for $140,000. Of this amount, $8,000 was charged to retained earnings. During the year ended December 31, 2014, 1,042,188 stock awards vested due to the accelerated vesting of Mr. Wolff’s RSAs and RSUs and 801,824 vested as a result of the Company’s employees achieving service targets. Certain holders of the vested RSAs and RSUs exercised their right to have their awards net-share settled to cover statutory employee taxes related to the vesting of the RSAs and RSUs. The settlement of these awards resulted in the Company repurchasing and/or cancelling 504,435 shares for $0.8 million. Of this amount, $0.2 million was charged to retained earnings. During the year ended December 31, 2013, 2,780,164 market-based RSAs and RSUs 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 RSAs and RSUs vested as a result of the achievement of service targets. The net-share settlement of certain 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. |
Gain on Contingencies
Gain on Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on Contingencies | 11. Gain on Contingencies During 2012, as part of the Company’s exit from the satellite business, the Company sold its MEO Assets that had been in storage for nominal consideration. 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 the first of three scheduled payments for the MEO Assets, resulting in the Company’s receipt of approximately $1.7 million. On July 13, 2015, the buyer received the second payment for the MEO Assets, which resulted in the Company’s receipt of an additional $2.2 million. The $3.9 million of funds received have been recorded in gain on contingencies in the statements of operations for the year ended December 31, 2015. On February 23, 2016, the buyer received the final scheduled payment for the MEO Assets, which will result in the Company’s recognition of an additional $2.0 million gain on contingency in the first quarter of 2016. Due to the uncertainty of collection at December 31, 2015, the Company did not recognized the gain generated by the buyer’s receipt of the third scheduled payment for the MEO Assets in 2015. In March 2012, the Company asserted claims in arbitration in London against the J&J Group to recover approximately $2.7 million in costs that J&J was required to reimburse the Company pursuant to a MEO satellite asset purchase agreement that was signed in April 2011. During 2011, the Company recorded a receivable of $2.7 million to reflect the J&J Group’s reimbursement obligation and established a corresponding reserve in the full amount of the receivable pending resolution of the dispute. In November 2012, the Company obtained an arbitration judgment award for approximately $4.0 million, which includes the requested reimbursement plus costs and fees of approximately $1.3 million. J&J Group submitted multiple appeals to the UK courts, and in December 2014, the Company obtained an enforcement judgment against J&J Group, and has commenced collection efforts. In November 2015, the Company entered into a settlement agreement with the J&J Group whereby it received approximately $1.6 million, net of collection costs, in full and final settlement of all claims against the J&J Group which is included in gain on contingencies in the statements of operations for the year ended December 31, 2015. Additionally, the Company recorded a gain of $0.5 million during the fourth quarter of 2015 as a result of the release of a tax indemnification liability associated with the acquisition of the Ovidian Group LLC in June 2011. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s income tax expense for the years ended December 31, 2015, 2014 and 2013 consists of the following (in thousands): Year ended December 31, 2015 2014 2013 United States—deferred $ (1,497 ) $ 33 $ — Foreign—current 4,128 6,270 — $ 2,631 $ 6,303 $ — For the years ended December 31, 2015 and 2014, the Company recorded a tax provision of $4.1 million and $6.3 million, respectively, related to foreign taxes withheld on revenue generated from license agreements executed with third party licensees domiciled in a foreign jurisdiction. Additionally, during the year ended December 31, 2015, as a result of the impairment of certain indefinite-lived intangibles, the deferred tax liability associated with these intangibles was decreased, resulting in a federal tax benefit of $1.5 million. 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. federal 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 December 31, 2015 and 2014, the Company established a full valuation allowance against the related deferred tax asset. 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, 2015 2014 2013 Statutory tax rate 34.00 % 34.00 % 34.00 % Change in valuation allowance (22.59 ) (95.75 ) (9.33 ) Release of uncertain tax position — 62.77 — Foreign withholding taxes (2.37 ) (7.98 ) — Deferred tax adjustments — — (43.17 ) §338(h)(10) asset sale treatment upon DBSD sale to DISH — — 21.22 Goodwill impairment (6.07 ) — — Stock-based compensation (3.23 ) — — Other (2.03 ) (5.20 ) (2.72 ) Effective tax rate (2.29 )% (12.16 )% — The significant components of the Company’s net deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, Deferred tax assets: Net operating losses $ 956,181 $ 938,235 Basis difference in Liquidating Trust 16,894 29,381 Accrued expenses and other 10,380 14,824 Total deferred tax assets 983,455 982,440 Valuation allowance (981,096 ) (955,133 ) Net deferred tax assets $ 2,359 $ 27,307 Deferred tax liabilities: Intangibles $ (2,359 ) $ (28,828 ) Total deferred tax liabilities $ (2,359 ) $ (28,828 ) Net deferred tax liabilities $ — $ (1,521 ) As of December 31, 2015, the Company had federal tax net operating loss carryforwards in the United States (“NOLs”) of approximately $2.6 billion. A significant portion of the NOL was triggered when the Company disposed of its satellite business and transferred the International Subsidiaries to the Liquidating Trust. The Company believes the NOL can be carried forward to offset certain future taxable income that may be generated during the NOL carryforward period. The NOL carryforward period begins to expire in 2025 with a significant portion expiring in 2032. The use of the NOL will be significantly limited if the Company undergoes a Tax Ownership Change under Section 382 of the Internal Revenue Code (“Tax Ownership Change”). Broadly, the Company will have a Tax Ownership Change if, over a three year testing period, the portion of all stock of the Company, by value, owned by one or more 5% shareholder increases by more than 50 percentage points. For purposes of this test, shareholders that own less than 5% of the stock of the Company are aggregated into one or more separate “public groups”, each of which is treated as a 5% shareholder. In general, shares traded within a public group are not included in the Tax Ownership Change test. 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. As of December 31, 2015, the Company also had tax loss carryforwards in the state of California of approximately $1.3 billion, a portion of which will expire in 2016. A significant portion of the California loss carryforward was generated when the Company disposed of its satellite business and will expire in 2032. The impacts of a Tax Ownership Change, discussed above, would apply to the California tax losses as well. For all years presented, the Company has considered all available evidence, including the history of tax losses and the uncertainty around future taxable income. Based on the weight of the evidence available at December 31, 2015, a valuation allowance has been recorded to reduce the value of the Company’s DTA, including the DTA associated with the NOL, to an amount that is more likely than not to be realized. As of December 31, 2014, the Company had unrecognized tax benefits of $5.1 million. In October 2015, the Company filed a refund claim for approximately $10.5 million of taxes previously withheld from payments made to the Company by certain licensees and remitted to the Korean government. The Company filed the refund claim as a result of recent court decisions in Korea. Due to the uncertain nature of the refund claim, the uncertain tax position has not been recorded as an income tax benefit. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2015 2014 2013 Beginning of period $ 5,132 $ 37,665 $ 19,452 Additions for tax positions taken during the current period 10,462 — — Additions for tax positions taken during prior periods — — 32,533 Reductions for tax positions taken during prior periods — (32,533 ) (14,320 ) End of period $ 15,594 $ 5,132 $ 37,665 All of the unrecognized tax benefits at December 31, 2015, if fully recognized, would affect the Company’s effective tax rate. The Company estimates that a reduction in its unrecognized tax benefits of approximately $15.6 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 2005 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 2012 forward. Certain Taxes Payable Irrespective of NOLs Personal Holding Company Determination 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 Pendrell and its consolidated subsidiary ContentGuard to determine whether or not there is Concentrated Ownership of either corporation. For 2015, the Company determined that Pendrell, the parent company, met the Concentrated Ownership test, but that ContentGuard has not yet met the Concentrated Ownership test due to the interest held by its minority shareholder. 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. Tax Benefits Preservation Plan 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, 2015 | |
Postemployment Benefits [Abstract] | |
Employee Benefits | 13. 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, 2015, 2014 and 2013 was as follows (in thousands): Year ended December 31, 2015 2014 2013 Defined contribution expenses $ 201 $ 264 $ 291 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related Parties The Company considers its related parties to be its principal shareholder and its affiliates. Eagle River Satellite Holdings, LLC (“ERSH”), Eagle River Investments, Eagle River, Inc. and Eagle River Partners, LLC (“ERP”)— |
Quarterly Financial Data
Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | 15. Quarterly Financial Data (Unaudited) The following table contains selected unaudited statement of operations information for each quarter of the years ended December 31, 2015 and 2014. 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. Unaudited quarterly results were as follows (in thousands, except per share data): Three months ended March 31, June 30, September 30, December 31, 2015 2014 2015 2014 2015 2014 2015 2014 Revenue $ 25,245 $ 38,135 $ 2,147 $ 2,935 $ 15,465 $ 618 $ 662 $ 846 Impairment of intangibles and goodwill — — — — — — (103,499 ) (11,013 ) Operating income (loss) 1,076 7,134 (8,021 ) (13,563 ) (2,129 ) (14,096 ) (112,061 ) (31,191 ) Net income (loss) (1,315 ) 815 (7,990 ) (13,588 ) 127 (14,117 ) (108,404 ) (31,244 ) Net income (loss) attributable to Pendrell (559 ) 1,730 (7,558 ) (12,595 ) 1 (13,262 ) (101,564 ) (26,875 ) Basic and diluted income (loss) per share attributable to Pendrell(1) $ — $ 0.01 $ (0.03 ) $ (0.05 ) $ — $ (0.05 ) $ (0.38 ) $ (0.10 ) (1) Per share amounts for the three months ended March 31, 2015 and September 30, 2015 were less than $0.01. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation— 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— |
Use of Estimates | Use of 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents— December 31, 2015 2014 Cash $ 26,951 $ 18,403 Money market funds 135,506 150,390 $ 162,457 $ 168,793 The fair value of money market funds at December 31, 2015 and 2014 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 |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets— |
Property in Service | Property in Service— |
Business Combinations | Business Combinations— |
Intangible Assets and Goodwill | Intangible Assets and Goodwill— The Company evaluates finite-lived intangible assets when events or circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. 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. This comparison requires management to make judgments regarding estimated future cash flows. The Company’s ability to realize the estimated future cash flows may be affected by factors such as changes in operating performance, changes in business strategy, invalidation of patents, unfavorable judgments in legal proceedings and changes in economic conditions. If the Company’s estimates of the undiscounted cash flows do not equal or exceed the carrying value of the asset or asset group, an impairment charge equal to the amount by which the recorded value of the asset or asset group exceeds its fair value is recognized. The Company evaluates goodwill for impairment on an annual basis during the fourth quarter, or more frequently if circumstances indicate that the carrying value of a Company reporting unit may exceed its fair value. 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. During 2015, the Company determined that a portion of its intellectual property assets and goodwill were impaired and recognized an impairment charge of $103.5 million for the year ended December 31, 2015. During 2014, the Company recognized an impairment charge of $11.0 million related to intangibles and goodwill of its Provitro asset group. See Note 6, Intangible Assets and Goodwill for further details. The Company recorded no such impairments during 2013. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments— 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, 2015 and 2014, 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 has determined that the carrying value of its financial instruments, based on the hierarchy established by the FASB, approximates 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)— For the years ended, December 31, 2015, 2014 and 2013, there were no gains or losses on intercompany foreign currency translations. 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, 2015, 2014 and 2013, there were no reclassifications of cumulative translation gains or losses resulting from the deconsolidation or liquidation of subsidiaries. |
Revenue Recognition | Revenue Recognition— The Company’s patent licensing agreements often 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. Generally, the agreements provide no further obligation for the Company upon receipt of the minimum upfront license fee. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectability is reasonably assured, or upon receipt of the minimum upfront license fee, and when all other revenue recognition criteria have been met. Certain of the Company’s patent licensing agreements provide for future royalties or future payment obligations triggered upon satisfaction of conditions. Future royalties and future payments are recognized in revenue upon satisfaction of any related conditions, provided that all revenue recognition criteria, as described below, have been met. 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 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. Fees earned from IP consulting services are generally recognized as the services are performed. 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, services have been rendered to the customer or delivery has occurred, (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. |
Research and Development | Research and Development— |
Stock-Based Compensation | Stock-Based Compensation— 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. |
Income Taxes | Income Taxes— 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 — |
Loss Per Share | 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 loss per share for the years ended December 31, 2015, 2014 and 2013 excludes all potential dilutive Common Shares as their inclusion would have been antidilutive. The following table sets forth the computation of basic and diluted loss per share (in thousands, except share and per share data): Year ended December 31, 2015 2014 2013 Net loss attributable to Pendrell $ (109,680 ) $ (51,002 ) $ (55,062 ) Weighted average common shares outstanding 267,136,845 266,336,617 265,684,341 Less: weighted average unvested restricted stock awards (1,429,521 ) (1,929,119 ) (3,564,938 ) Shares used for computation of basic and diluted loss per share (1) 265,707,324 264,407,498 262,119,403 Basic and diluted loss per share attributable to Pendrell $ (0.41 ) $ (0.19 ) $ (0.21 ) (1) Stock options, stock appreciation rights, restricted stock awards and units totaling 27,847,870, 28,113,540 and 34,408,579 for the years ended December 31, 2015, 2014 and 2013, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements Revenue (Topic 606) Revenue from Contracts with Customers |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Cash and Cash Equivalents | Cash and cash equivalents are comprised of the following (in thousands): December 31, 2015 2014 Cash $ 26,951 $ 18,403 Money market funds 135,506 150,390 $ 162,457 $ 168,793 |
Computation of Basic and Diluted Loss Per Share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except share and per share data): Year ended December 31, 2015 2014 2013 Net loss attributable to Pendrell $ (109,680 ) $ (51,002 ) $ (55,062 ) Weighted average common shares outstanding 267,136,845 266,336,617 265,684,341 Less: weighted average unvested restricted stock awards (1,429,521 ) (1,929,119 ) (3,564,938 ) Shares used for computation of basic and diluted loss per share (1) 265,707,324 264,407,498 262,119,403 Basic and diluted loss per share attributable to Pendrell $ (0.41 ) $ (0.19 ) $ (0.21 ) (1) Stock options, stock appreciation rights, restricted stock awards and units totaling 27,847,870, 28,113,540 and 34,408,579 for the years ended December 31, 2015, 2014 and 2013, respectively, were excluded from the calculation of diluted loss per share as their inclusion was anti-dilutive. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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, Cost: Patents $ 67,096 $ 139,902 Customer relationships 1,804 6,615 Trade names — 4,812 Trade secrets — 1,940 Total cost 68,900 153,269 Accumulated amortization: Patents (52,719 ) (40,321 ) Customer relationships (1,804 ) (2,680 ) Trade names — — Trade secrets — (566 ) Total accumulated amortization (54,523 ) (43,567 ) Intangible assets, net $ 14,377 $ 109,702 |
Estimated Future Amortization Expense of Purchased Intangible Assets | The estimated future amortization expense of purchased intangible assets as of December 31, 2015 is as follows (in thousands): Year ending December 31, Amount 2016 $ 9,531 2017 2,423 2018 2,423 Total $ 14,377 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 December 31, 2014 Beginning balance $ 21,209 $ 21,725 Impairment of goodwill (21,209 ) (516 ) Ending balance $ — $ 21,209 |
Accrued expenses (Tables)
Accrued expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes accrued expenses (in thousands): December 31, 2015 December 31, 2014 Accrued payroll and related expenses $ 1,742 $ 2,570 Accrued legal, professional and other expenses 2,550 3,254 $ 4,292 $ 5,824 |
Other liabilities (Tables)
Other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Current Liabilities | The following table summarizes other current liabilities (in thousands): December 31, 2015 December 31, Installment payment obligation $ — $ 4,000 Restricted stock awards — 2,254 Other 119 637 $ 119 $ 6,891 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014 and 2013 was as follows (in thousands): Year ended December 31, 2015 2014 2013 Rent expense $ 793 $ 662 $ 875 |
Future Minimum Payment Under Lease Agreements | As of December 31, 2015, future minimum payments under the Company’s lease agreements were as follows (in thousands): Operating leases 2016 $ 406 2017 415 2018 425 2019 205 Total minimum payments $ 1,451 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based 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, 2015, 2014 and 2013 was as follows (in thousands): Year ended December 31, 2015 2014 2013 Stock options(1) $ 2,236 $ 7,268 $ 5,723 Restricted stock awards(1)(2) 2,271 2,137 6,622 Total stock-based compensation expense $ 4,507 $ 9,405 $ 12,345 (1) On November 19, 2014, Benjamin G. Wolff resigned from his positions as President and Chief Executive Officer of the Company. The Company entered into a separation agreement in accordance with the terms of Mr. Wolff’s Amended and Restated Employment Letter Agreement (the “Agreement”). The Agreement provided for the vesting of all options, shares of restricted stock (“RSAs”) and restricted stock units (“RSUs”) in which Mr. Wolff would have vested had he remained actively employed by the Company through the second anniversary of his resignation, excluding any unvested performance-based RSAs or performance-based RSUs. The Agreement also provided for an extension of the exercise period for Mr. Wolff’s vested stock options until December 15, 2015. The extension of the exercise period is considered a modification and resulted in additional stock-based compensation expense of $0.7 million, as determined using a Black-Scholes model, which was recognized on the modification date as the options were vested pursuant to the Agreement. The accelerated vesting of the options, RSUs and RSAs resulted in $2.1 million of additional stock-based compensation expense in the year ended December 31, 2014. (2) Stock-based compensation expense for the year ended December 31, 2015, 2014 and 2013, includes $0.2 million, $0.8 million and $0.8 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. The Company settled the related liability with a $2.5 million payment in April 2015 and no further expense will be incurred. |
Stock-Based Compensation Cost to be Expensed in Future Years Related to Unvested Stock-Based Awards, as Adjusted for Expected Forfeitures | At December 31, 2015, 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): 2016 (1) $ 3,226 2017 (1) 2,742 2018 (1) 1,871 2019 and thereafter — $ 7,839 (1) Future expense does not include expense related to 1.5 million performance-based stock options and 3.0 million performance-based restricted stock awards granted in 2015, as these awards vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. The fair value of these awards will not be known until the date the performance targets are established at which point expensing will commence. |
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, 2015, 2014 and 2013 was estimated using the Black-Scholes Model with the following assumptions: Year ended December 31, 2015 2014 2013 Weighted average expected volatility 48 % 55 % 55 % Weighted average risk-free interest rate 1.9 % 1.9 % 1.2 % Expected dividend yield 0 % 0 % 0 % Weighted average expected term in years 6.0 6.2 5.8 Weighted average estimated fair value per option granted $ 0.47 $ 0.79 $ 0.88 |
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, 2015, 2014 and 2013 (dollars in thousands): Year ended December 31, 2015 2014 2013 Service-based (1) 4,238,300 4,374,000 1,248,000 Performance-based (2) 2,000,000 — 250,000 Stock options issued as Board of Director compensation 240,000 300,000 300,000 Total granted 6,478,300 4,674,000 1,798,000 Fair value of grants $ 3,021 $ 3,702 $ 1,585 (1) Of the 4.2 million service-based stock options granted during the year ended December 31, 2015, 2.0 million were granted to its new Chief Executive Officer (“CEO”) with a grant date fair value of $1.3 million and vest at a rate of 25% per year over four years. The remaining 2.2 million of service-based stock options were granted to various employees with a grant date fair value of $1.4 million and vest 50% after one year, 75% after two years and 100% after three years. (2) The 2.0 million performance-based stock options were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company’s then-applicable incentive plan. Of the 2.0 million options granted, 1.5 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. The remaining 0.5 million options have a grant date fair value of $0.3 million. |
Stock Option and Stock Appreciation Rights Activity | The Company’s stock option and stock appreciation rights activity for the years ended December 31, 2015, 2014 and 2013 is summarized as follows: Number of options/SARs Weighted average exercise Weighted average remaining life (in years) 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 ) 2.20 Outstanding at December 31, 2013 28,496,463 2.17 Granted 4,674,000 1.49 Exercised (992,499 ) 1.18 Forfeited (6,623,938 ) 2.65 Outstanding at December 31, 2014 25,554,026 1.96 Granted 6,478,300 1.31 Exercised (1,045,000 ) 1.18 Forfeited (1) (13,670,094 ) 2.14 Outstanding at December 31, 2015 (2) 17,317,232 $ 1.62 6.58 Exercisable at December 31, 2015 (2) 9,041,889 $ 1.85 4.62 Vested and expected to vest at December 31, 2015 (2) 16,665,962 $ 1.62 6.59 (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 8,927,500 vested stock options was extended until December 15, 2015. Mr. Wolff forfeited 8,277,500 of the vested options during the year ended December 31, 2015. (2) 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 2015 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. As of December 31, 2015, the Company’s closing stock price was lower than the exercise price, therefore, the aggregate intrinsic values of stock options outstanding, exercisable, and vested and expected to vest were zero. |
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, 2015: Outstanding stock options and stock appreciation rights Exercisable stock options and stock appreciation rights Range of exercise prices Number of options/SARs Weighted average exercise Weighted average life (in years) Number of options/SARs Weighted average exercise price $0.71—$1.23 4,535,619 $ 1.17 5.11 3,604,677 $ 1.19 $1.24—$1.33 2,338,400 1.30 8.96 601,250 1.27 $1.34—$1.41 4,000,000 1.34 9.46 — — $1.42—$2.12 3,339,250 1.69 6.25 1,860,500 1.73 $2.13—$5.90 3,103,963 2.81 3.57 2,975,462 2.84 17,317,232 $ 1.62 6.58 9,041,889 $ 1.85 |
Restricted Stock Granted | The Company granted the following shares of Class A common stock underlying restricted stock awards to certain employees in connection with their continued or new employment with the Company and to members of its board of directors during the years ended December 31, 2015, 2014 and 2013 (dollars in thousands): Year ended December 31, 2015 2014 2013 Service-based(1) 3,748,700 250,000 211,250 Performance-based(2) 3,500,000 — — Market-based(3)(4)(5) 2,000,000 150,000 300,000 Shares issued as Board of Director compensation 396,060 279,349 348,698 Total granted 9,644,760 679,349 859,948 Fair value of grants $ 7,627 $ 869 $ 1,198 (1) Of the 3.7 million service-based restricted stock awards granted during the year ended December 31, 2015, 3.5 million were granted to the CEO and vest at a rate of 25% per year over four years. The remaining 0.2 million of service-based restricted stock awards were granted to various employees and vest 50% after one year, 75% after two years and 100% after three years. (2) During the year ended December 31, 2015, the 3.5 million performance-based restricted stock awards were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company’s then-applicable incentive plan. Of the awards granted, 3.0 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. (3) The market-based restricted stock awards granted during the year ended December 31, 2015 were all granted to the CEO and fully vest when both of the following have occurred: (i) the average closing price of the Company’s Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the “Price Trigger”) and (ii) the date is January 1, 2017 or later. If the Price Trigger is not achieved by December 31, 2019, then none of the market-based restricted stock awards will vest. (4) The market-based RSUs granted during the year ended December 31, 2014 fully vest when both of the following have occurred: (i) the average closing price of the Company’s Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the “Price Trigger”), and (ii) the first anniversary of the grant date has occurred. If the Price Trigger is not achieved by the third anniversary of the grant date, then none of the market-based RSUs will vest. (5) The market-based RSUs granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each, which would have vested only after designated time periods had elapsed and designated stock prices had been met. These awards were forfeited during the year ended December 31, 2014. |
Restricted Stock Award Activity | The Company’s restricted stock award activity for the years ended December 31, 2015, 2014 and 2013 is summarized as follows: Number of restricted stock awards Weighted average grant date fair value 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 Granted 679,349 1.28 Vested (1,844,012 ) 1.87 Forfeited (2,187,939 ) 1.23 Unvested—December 31, 2014 2,559,514 1.67 Granted 9,644,760 0.79 Vested (848,459 ) 2.21 Forfeited (825,177 ) 1.40 Unvested—December 31, 2015 10,530,638 $ 0.84 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | The Company’s income tax expense for the years ended December 31, 2015, 2014 and 2013 consists of the following (in thousands): Year ended December 31, 2015 2014 2013 United States—deferred $ (1,497 ) $ 33 $ — Foreign—current 4,128 6,270 — $ 2,631 $ 6,303 $ — |
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, 2015 2014 2013 Statutory tax rate 34.00 % 34.00 % 34.00 % Change in valuation allowance (22.59 ) (95.75 ) (9.33 ) Release of uncertain tax position — 62.77 — Foreign withholding taxes (2.37 ) (7.98 ) — Deferred tax adjustments — — (43.17 ) §338(h)(10) asset sale treatment upon DBSD sale to DISH — — 21.22 Goodwill impairment (6.07 ) — — Stock-based compensation (3.23 ) — — Other (2.03 ) (5.20 ) (2.72 ) Effective tax rate (2.29 )% (12.16 )% — |
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, Deferred tax assets: Net operating losses $ 956,181 $ 938,235 Basis difference in Liquidating Trust 16,894 29,381 Accrued expenses and other 10,380 14,824 Total deferred tax assets 983,455 982,440 Valuation allowance (981,096 ) (955,133 ) Net deferred tax assets $ 2,359 $ 27,307 Deferred tax liabilities: Intangibles $ (2,359 ) $ (28,828 ) Total deferred tax liabilities $ (2,359 ) $ (28,828 ) Net deferred tax liabilities $ — $ (1,521 ) |
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, 2015 2014 2013 Beginning of period $ 5,132 $ 37,665 $ 19,452 Additions for tax positions taken during the current period 10,462 — — Additions for tax positions taken during prior periods — — 32,533 Reductions for tax positions taken during prior periods — (32,533 ) (14,320 ) End of period $ 15,594 $ 5,132 $ 37,665 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015, 2014 and 2013 was as follows (in thousands): Year ended December 31, 2015 2014 2013 Defined contribution expenses $ 201 $ 264 $ 291 |
Quarterly Financial Data (Table
Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 2014 2015 2014 2015 2014 2015 2014 Revenue $ 25,245 $ 38,135 $ 2,147 $ 2,935 $ 15,465 $ 618 $ 662 $ 846 Impairment of intangibles and goodwill — — — — — — (103,499 ) (11,013 ) Operating income (loss) 1,076 7,134 (8,021 ) (13,563 ) (2,129 ) (14,096 ) (112,061 ) (31,191 ) Net income (loss) (1,315 ) 815 (7,990 ) (13,588 ) 127 (14,117 ) (108,404 ) (31,244 ) Net income (loss) attributable to Pendrell (559 ) 1,730 (7,558 ) (12,595 ) 1 (13,262 ) (101,564 ) (26,875 ) Basic and diluted income (loss) per share attributable to Pendrell(1) $ — $ 0.01 $ (0.03 ) $ (0.05 ) $ — $ (0.05 ) $ (0.38 ) $ (0.10 ) (1) Per share amounts for the three months ended March 31, 2015 and September 30, 2015 were less than $0.01. |
Organization and Business - Add
Organization and Business - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015shares | |
Class A common stock | Ovidian | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Shares received through divesture of Ovidian (in shares) | 92,500 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Feb. 28, 2015 | |
Significant Accounting Policies [Line Items] | ||||||
Number of operating and reporting segments | Segment | 1 | |||||
Losses on accounts receivable | $ 0 | $ 0 | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | 0 | 0 | ||
Impairment of intangibles and goodwill | $ 103,499,000 | 11,013,000 | 103,499,000 | 11,013,000 | $ 0 | |
Gains (losses) on intercompany foreign currency transactions | 0 | 0 | 0 | |||
Reclassifications of cumulative translation gains or losses included in net income | $ 0 | $ 0 | $ 0 | |||
Provitro Biosciences LLC | ||||||
Significant Accounting Policies [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
Impairment of intangibles and goodwill | $ 11,000,000 | |||||
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 | ||||||
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 Equiva
Summary of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 162,457 | $ 168,793 | $ 184,567 | $ 213,753 |
Cash | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 26,951 | 18,403 | ||
Money Market Funds | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 135,506 | $ 150,390 |
Computation of Basic and Dilute
Computation of Basic and Diluted Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||
Net loss attributable to Pendrell | $ (101,564) | $ 1 | $ (7,558) | $ (559) | $ (26,875) | $ (13,262) | $ (12,595) | $ 1,730 | $ (109,680) | $ (51,002) | $ (55,062) | |||||||
Weighted average common shares outstanding | 267,136,845 | 266,336,617 | 265,684,341 | |||||||||||||||
Less: weighted average unvested restricted stock awards | (1,429,521) | (1,929,119) | (3,564,938) | |||||||||||||||
Shares used for computation of basic and diluted loss per share | [1] | 265,707,324 | 264,407,498 | 262,119,403 | ||||||||||||||
Basic and diluted loss per share attributable to Pendrell | $ (0.38) | [2] | $ (0.03) | [2] | $ (0.10) | [2] | $ (0.05) | [2] | $ (0.05) | [2] | $ 0.01 | [2] | $ (0.41) | $ (0.19) | $ (0.21) | |||
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 27,847,870, 28,113,540 and 34,408,579 for the years ended December 31, 2015, 2014 and 2013, 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 and September 30, 2015 were less than $0.01. |
Computation of Basic and Dilu36
Computation of Basic and Diluted Loss Per Share (Parenthetical) (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Securities excluded from calculation of diluted loss per share | 27,847,870 | 28,113,540 | 34,408,579 |
Provitro - Additional Informati
Provitro - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Feb. 28, 2013 | |
Business Acquisition [Line Items] | |||||||
Impairment charges | $ 103,499 | $ 11,013 | $ 103,499 | $ 11,013 | $ 0 | ||
Provitro Biosciences LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of business acquisition interest | 68.75% | ||||||
Ownership percentage | 100.00% | ||||||
Impairment charges | $ 11,000 |
Provitro - Additional Informa38
Provitro - Additional Information1 (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Proceeds associated with the disposition of property | $ 109 | |
Provitro Biosciences LLC | ||
Property, Plant and Equipment [Line Items] | ||
Proceeds associated with the disposition of property | $ 100 | |
Provitro Biosciences LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Property, Plant and Equipment [Line Items] | ||
Considerations paid and payable under the sale of assets | $ 2,000 | |
Period over which balance payable under sale of assets | 12 months | |
Installment period for the sale of assets | 2017-03 | |
Provitro Biosciences LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | General and Administrative Expenses | ||
Property, Plant and Equipment [Line Items] | ||
Loss related to tangible assets | $ 700 | |
Provitro Biosciences LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Other Current Receivables | ||
Property, Plant and Equipment [Line Items] | ||
Considerations paid and payable under the sale of assets | $ 1,300 | |
Provitro Biosciences LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Other Noncurrent Assets | ||
Property, Plant and Equipment [Line Items] | ||
Considerations paid and payable under the sale of assets | $ 600 |
Other Receivables - Additional
Other Receivables - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Notes receivable related to sale of Provitro's assets | $ 1,300 | ||
Gain on contingencies | $ 6,095 | ||
Jay & Jayendra (Pty) Ltd | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Reimbursement of satellite system expenses from J&J Group | $ 2,700 | ||
Gain on contingencies | $ 1,600 |
Other Assets - Additional Infor
Other Assets - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other assets | $ 2,140 | $ 54 |
Receivable for royalty revenue due in 2018 and 2019 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other assets | 1,500 | |
Receivable related to sale of Provitro's assets due in March 2017 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other assets | $ 600 |
Intangible Assets and Goodwil41
Intangible Assets and Goodwill - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Patent | Dec. 31, 2013USD ($) | |
Impairment of Intangible Assets [Line Items] | ||||||
Impairment of goodwill | $ 21,200 | $ 21,209 | $ 516 | |||
Non-cash impairment charge | 10,500 | |||||
Impairment charges for intangible assets or goodwill | 103,499 | $ 11,013 | 103,499 | $ 11,013 | $ 0 | |
Non-cash impairment charge on infinite and finite lived intangible assets | 82,300 | |||||
Cost incurred to enhance the existing patent | $ 2,000 | |||||
Number of patents purchased | Patent | 0 | |||||
Losses on abandonment of certain patents | (958) | $ (2,765) | (46) | |||
Abandoned assets combined book value | 100 | |||||
Amortization of intangible assets | 13,939 | 15,929 | 15,864 | |||
Goodwill | $ 0 | $ 21,209 | $ 0 | $ 21,209 | $ 21,725 | |
Ovidian | ||||||
Impairment of Intangible Assets [Line Items] | ||||||
Acquisitions date | Jun. 17, 2011 | |||||
ContentGuard | ||||||
Impairment of Intangible Assets [Line Items] | ||||||
Acquisitions date | Oct. 31, 2011 | |||||
Patents | ||||||
Impairment of Intangible Assets [Line Items] | ||||||
Finite lived intangible asset, useful lives | 3 years |
Intangible Assets and Related A
Intangible Assets and Related Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Intangible assets, gross | $ 68,900 | $ 153,269 |
Intangible assets, accumulated amortization | (54,523) | (43,567) |
Intangible assets, net | 14,377 | 109,702 |
Trade names | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Indefinite lived intangible assets, gross | 4,812 | |
Patents | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Intangible assets, gross | 67,096 | 139,902 |
Intangible assets, accumulated amortization | (52,719) | (40,321) |
Customer relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Intangible assets, gross | 1,804 | 6,615 |
Intangible assets, accumulated amortization | $ (1,804) | (2,680) |
Trade secrets | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Intangible assets, gross | 1,940 | |
Intangible assets, accumulated amortization | $ (566) |
Estimated Future Amortization E
Estimated Future Amortization Expense of Purchased Intangible Assets (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 9,531 |
2,017 | 2,423 |
2,018 | 2,423 |
Total | $ 14,377 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning balance | $ 21,209 | $ 21,725 | |
Impairment of goodwill | $ (21,200) | (21,209) | (516) |
Ending balance | $ 0 | $ 0 | $ 21,209 |
Summary of Accrued Expenses (De
Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 1,742 | $ 2,570 |
Accrued legal, professional and other expenses | 2,550 | 3,254 |
Accrued expenses | $ 4,292 | $ 5,824 |
Other liabilities - Summary of
Other liabilities - Summary of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Installment payment obligation | $ 4,000 | |
Restricted stock awards | 2,254 | |
Other | $ 119 | 637 |
Other liabilities | $ 119 | $ 6,891 |
Rent Expense (Detail)
Rent Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 793 | $ 662 | $ 875 |
Future Minimum Payment under Le
Future Minimum Payment under Lease Agreements (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 406 |
2,017 | 415 |
2,018 | 425 |
2,019 | 205 |
Total minimum payments | $ 1,451 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Jan. 31, 2014Patent | Dec. 18, 2013Patent | Nov. 30, 2015USD ($) | Dec. 31, 2014Patent | Nov. 30, 2012USD ($) | Jul. 31, 2015Patent | Dec. 31, 2015USD ($)Patent |
Gain And Loss Contingencies [Line Items] | |||||||
Gain on contingencies | $ | $ 6,095 | ||||||
Apple Inc | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Number of inter partes review petitions | 4 | ||||||
Google And Samsung Verdict | Android Defendants | Unfavorable Regulatory Action | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Additional contingent litigation expenses associated with trial | $ | $ 500 | ||||||
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 | ||||||
Number of patents with opposition | 1 | ||||||
Apple Litigation | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Number of alleged patents infringed | 9 | ||||||
Additional contingent litigation expenses associated with trial | $ | $ 500 | ||||||
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 | ||||||
IPR and CBM Petitions by Google | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Number of alleged patents infringed | 3 | ||||||
Number of challenging validity | 3 | 1 | |||||
Number of patents terminated or withdrawn | 1 | ||||||
IPR and CBM Petitions by Google | Maximum | |||||||
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 or withdrawn | 2 | ||||||
Number of patents remaining | 4 | ||||||
J&J Arbitration | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Amount obtained from arbitration judgment | $ | $ 4,000 | ||||||
Gain on contingencies | $ | $ 1,600 | $ 1,600 | $ 1,600 | ||||
Google Litigation | |||||||
Gain And Loss Contingencies [Line Items] | |||||||
Number of alleged patents infringed | 9 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)VotesperShareClassshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)$ / sharesshares | Nov. 14, 2012shares | |
Class of Stock [Line Items] | ||||
Number of classes of common stock | Class | 2 | |||
Estimated forfeiture rate | 5.00% | 5.00% | 5.00% | |
Unearned stock-based compensation expense, weighted average period recognition | 2 years 6 months | |||
Aggregate intrinsic value of stock options exercised | $ | $ 300 | |||
Stock options vested, total fair value | $ | 2,500 | $ 7,300 | $ 5,800 | |
Repurchasing and/or cancelling value related to the vesting of the restricted stock awards | $ | $ 140 | 775 | 2,660 | |
Equity Incentive Plan Twenty Twelve | ||||
Class of Stock [Line Items] | ||||
Maximum number of shares to be issued | 37,952,546 | |||
Shares reserved and available for grant | 20,551,286 | |||
Accumulated deficit | ||||
Class of Stock [Line Items] | ||||
Repurchasing and/or cancelling value related to the vesting of the restricted stock awards | $ | $ 8 | $ 140 | $ 932 | |
Service- based | ||||
Class of Stock [Line Items] | ||||
Repurchasing and/or cancelling value related to the vesting of the restricted stock awards | $ | 140 | |||
Service- based | Accumulated deficit | ||||
Class of Stock [Line Items] | ||||
Repurchasing and/or cancelling value related to the vesting of the restricted stock awards | $ | $ 8 | |||
Directors Consultants And Employee Stock Option | ||||
Class of Stock [Line Items] | ||||
Stock options expiration period | 10 years | |||
Directors Consultants And Employee Stock Option | Termination Of Employment | Maximum | ||||
Class of Stock [Line Items] | ||||
Stock options expiration period | 3 months | |||
Directors Consultants And Employee Stock Option | Stock options issued as Board of Director compensation | ||||
Class of Stock [Line Items] | ||||
Stock options exercisable period | 1 year | |||
Directors Consultants And Employee Stock Option | Service- based | ||||
Class of Stock [Line Items] | ||||
Stock options exercisable period | 4 years | |||
Restricted Stock And Units Equity And Liability Awards | ||||
Class of Stock [Line Items] | ||||
Stock-awards vested | 848,459 | 1,844,012 | 4,298,239 | |
Restricted Stock And Units Equity And Liability Awards | Service- based | ||||
Class of Stock [Line Items] | ||||
Stock-awards vested | 848,459 | 801,824 | ||
Restricted Stock And Units Equity And Liability Awards | Market-based | ||||
Class of Stock [Line Items] | ||||
Stock-awards vested | 2,780,164 | |||
Restricted Stock And Units Equity And Liability Awards | Market-based | Mr Wolff's Amended and Restated Employment Letter Agreement | ||||
Class of Stock [Line Items] | ||||
Stock-awards vested due to accelerated vesting | 1,042,188 | |||
Restricted stock awards | ||||
Class of Stock [Line Items] | ||||
Repurchasing and/or cancelling shares related to the vesting of the restricted stock awards | 504,435 | 1,107,901 | ||
Restricted stock awards | Service- based | ||||
Class of Stock [Line Items] | ||||
Stock-awards vested | 1,518,075 | |||
Repurchasing and/or cancelling shares related to the vesting of the restricted stock awards | 111,458 | |||
Restricted stock awards | Market-based | ||||
Class of Stock [Line Items] | ||||
Stock award, average closing price | $ / shares | $ 2 | |||
Stock award, period consecutive trading days | 60 days | |||
Principal Owner | ||||
Class of Stock [Line Items] | ||||
Eagle River's economic interest percentage | 33.20% | |||
Eagle River's voting interest percentage | 65.00% | |||
Class A common stock | ||||
Class of Stock [Line Items] | ||||
Number of vote entitled per share | VotesperShare | 1 | |||
Class B common stock | ||||
Class of Stock [Line Items] | ||||
Number of vote entitled per share | VotesperShare | 10 | |||
Common Stock, Conversion Basis | 1 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 4,507 | $ 9,405 | $ 12,345 | |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | [1],[2] | 2,271 | 2,137 | 6,622 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | [1] | $ 2,236 | $ 7,268 | $ 5,723 |
[1] | On November 19, 2014, Benjamin G. Wolff resigned from his positions as President and Chief Executive Officer of the Company. The Company entered into a separation agreement in accordance with the terms of Mr. Wolff's Amended and Restated Employment Letter Agreement (the "Agreement"). The Agreement provided for the vesting of all options, shares of restricted stock ("RSAs") and restricted stock units ("RSUs") in which Mr. Wolff would have vested had he remained actively employed by the Company through the second anniversary of his resignation, excluding any unvested performance-based RSAs or performance-based RSUs. The Agreement also provided for an extension of the exercise period for Mr. Wolff's vested stock options until December 15, 2015. The extension of the exercise period is considered a modification and resulted in additional stock-based compensation expense of $0.7 million, as determined using a Black-Scholes model, which was recognized on the modification date as the options were vested pursuant to the Agreement. The accelerated vesting of the options, RSUs and RSAs resulted in $2.1 million of additional stock-based compensation expense in the year ended December 31, 2014. | |||
[2] | Stock-based compensation expense for the year ended December 31, 2015, 2014 and 2013, includes $0.2 million, $0.8 million and $0.8 million of expense, respectively, related to 250,000 Class A common stock restricted stock awards that are required to be treated as a liability. The Company settled the related liability with a $2.5 million payment in April 2015 and no further expense will be incurred. |
Stock-Based Compensation Expe52
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) - USD ($) $ in Thousands | Nov. 17, 2014 | Apr. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Stock-based compensation | $ 4,507 | $ 9,405 | $ 12,345 | |||
Mr Wolff's Amended and Restated Employment Letter Agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Additional stock based compensation expense, accelerated vesting of options | $ 2,100 | |||||
Stock-based compensation option exercise period | Dec. 15, 2015 | |||||
Restricted stock awards liability | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Stock-based compensation | $ 200 | $ 800 | 800 | |||
Restricted stock awards accounted for liability awards | 250,000 | |||||
Payment to settle related liability | $ 2,500 | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Stock-based compensation | [1] | $ 2,236 | $ 7,268 | $ 5,723 | ||
Stock options | Mr Wolff's Amended and Restated Employment Letter Agreement | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||||
Additional stock based compensation | $ 700 | |||||
[1] | On November 19, 2014, Benjamin G. Wolff resigned from his positions as President and Chief Executive Officer of the Company. The Company entered into a separation agreement in accordance with the terms of Mr. Wolff's Amended and Restated Employment Letter Agreement (the "Agreement"). The Agreement provided for the vesting of all options, shares of restricted stock ("RSAs") and restricted stock units ("RSUs") in which Mr. Wolff would have vested had he remained actively employed by the Company through the second anniversary of his resignation, excluding any unvested performance-based RSAs or performance-based RSUs. The Agreement also provided for an extension of the exercise period for Mr. Wolff's vested stock options until December 15, 2015. The extension of the exercise period is considered a modification and resulted in additional stock-based compensation expense of $0.7 million, as determined using a Black-Scholes model, which was recognized on the modification date as the options were vested pursuant to the Agreement. The accelerated vesting of the options, RSUs and RSAs resulted in $2.1 million of additional stock-based compensation expense in the year ended December 31, 2014. |
Stock-Based 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) $ in Thousands | Dec. 31, 2015USD ($) | |
Equity [Abstract] | ||
2,016 | $ 3,226 | [1] |
2,017 | 2,742 | [1] |
2,018 | 1,871 | [1] |
2019 and thereafter | 0 | |
Stock-based compensation cost to be expensed in future years related to unvested stock-based awards | $ 7,839 | |
[1] | Future expense does not include expense related to 1.5 million performance-based stock options and 3.0 million performance-based restricted stock awards granted in 2015, as these awards vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. The fair value of these awards will not be known until the date the performance targets are established at which point expensing will commence. |
Stock-Based Compensation Cost54
Stock-Based Compensation Cost to be Expensed in Future Years Related to Unvested Stock-Based Awards, as Adjusted for Expected Forfeitures (Parenthetical) (Detail) - Performance- based shares in Millions | 12 Months Ended |
Dec. 31, 2015shares | |
Performance Based Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, Vest upon achievement of performance milestones | 1.5 |
Performance-based | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards, Vest upon achievement of performance milestones | 3 |
Estimated Weighted Average Fair
Estimated Weighted Average Fair Value of Stock Options and Stock Appreciation Rights Granted Using Black-Scholes Model (Detail) - Stock Options and Stock Appreciation Rights - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average expected volatility | 48.00% | 55.00% | 55.00% |
Weighted average risk-free interest rate | 1.90% | 1.90% | 1.20% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average expected term in years | 6 years | 6 years 2 months 12 days | 5 years 9 months 18 days |
Weighted average estimated fair value per option granted | $ 0.47 | $ 0.79 | $ 0.88 |
Stock Options Granted and Stock
Stock Options Granted and Stock Appreciation Rights (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and appreciation rights, Granted | 6,478,300 | 4,674,000 | 1,798,000 | |
Stock Options and Stock Appreciation Rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and appreciation rights, Granted | 6,478,300 | 4,674,000 | 1,798,000 | |
Stock options and appreciation rights, Fair value of grants | $ 3,021 | $ 3,702 | $ 1,585 | |
Stock Options and Stock Appreciation Rights | 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 | 240,000 | 300,000 | 300,000 | |
Stock Options and Stock Appreciation Rights | Performance- based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and appreciation rights, Granted | [1] | 2,000,000 | 250,000 | |
Stock Options and Stock Appreciation Rights | Service- based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options and appreciation rights, Granted | [2] | 4,238,300 | 4,374,000 | 1,248,000 |
[1] | The 2.0 million performance-based stock options were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company's then-applicable incentive plan. Of the 2.0 million options granted, 1.5 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. The remaining 0.5 million options have a grant date fair value of $0.3 million. | |||
[2] | Of the 4.2 million service-based stock options granted during the year ended December 31, 2015, 2.0 million were granted to its new Chief Executive Officer ("CEO") with a grant date fair value of $1.3 million and vest at a rate of 25% per year over four years. The remaining 2.2 million of service-based stock options were granted to various employees with a grant date fair value of $1.4 million and vest 50% after one year, 75% after two years and 100% after three years. |
Stock Options Granted and Sto57
Stock Options Granted and Stock Appreciation Rights (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 6,478,300 | 4,674,000 | 1,798,000 |
Compensation expense related to stock options vest upon achievement of performance milestone | $ 7,839,000 | ||
Performance Based Stock Option | Performance- based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, Vest upon achievement of performance milestones | 1,500,000 | ||
Performance Based Stock Option | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 2,000,000 | ||
Restricted stock awards vesting period | 4 years | ||
Performance Based Stock Option | Chief Executive Officer | One Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Performance Based Stock Option | Chief Executive Officer | Second Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Performance Based Stock Option | Chief Executive Officer | Third Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Performance Based Stock Option | Chief Executive Officer | Fourth Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Performance Based Stock Option | Chief Executive Officer | Performance- based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options grant date fair value | $ 300,000 | ||
Stock options, Vest upon achievement of performance milestones | 1,500,000 | ||
Compensation expense related to stock options vest upon achievement of performance milestone | $ 0 | ||
Number of non-vested stock options remaining | 500,000 | ||
Service Based Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 4,200,000 | ||
Service Based Stock Options | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 2,000,000 | ||
Stock options grant date fair value | $ 1,300,000 | ||
Restricted stock awards vesting period | 4 years | ||
Service Based Stock Options | Chief Executive Officer | One Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Service Based Stock Options | Chief Executive Officer | Second Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Service Based Stock Options | Chief Executive Officer | Third Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Service Based Stock Options | Chief Executive Officer | Fourth Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 25.00% | ||
Service Based Stock Options | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 2,200,000 | ||
Stock options grant date fair value | $ 1,400,000 | ||
Service Based Stock Options | Employees | Vest After One Year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 50.00% | ||
Service Based Stock Options | Employees | Vest After Two Years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 75.00% | ||
Service Based Stock Options | Employees | Vest After Three Years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting percentage | 100.00% |
Stock Option and Stock Apprecia
Stock Option and Stock Appreciation Rights Activity (Detail) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Number of Options | |||||
Outstanding at beginning of period | 25,554,026 | 28,496,463 | 28,485,375 | ||
Granted | 6,478,300 | 4,674,000 | 1,798,000 | ||
Exercised | (1,045,000) | (992,499) | (165,312) | ||
Forfeited | (13,670,094) | [1] | (6,623,938) | (1,621,600) | |
Outstanding at end of period | 17,317,232 | [2] | 25,554,026 | 28,496,463 | |
Exercisable at end of period | [2] | 9,041,889 | |||
Vested and expected to vest at end of period | [2] | 16,665,962 | |||
Weighted average exercise price | |||||
Outstanding at beginning of period | $ 1.96 | $ 2.17 | $ 2.19 | ||
Granted | 1.31 | 1.49 | 1.73 | ||
Exercised | 1.18 | 1.18 | 1.13 | ||
Forfeited | 2.14 | [1] | 2.65 | 2.20 | |
Outstanding at end of period | 1.62 | [2] | $ 1.96 | $ 2.17 | |
Exercisable at end of period | [2] | 1.85 | |||
Vested and expected to vest at end of period | [2] | $ 1.62 | |||
Weighted average remaining life (in years) | |||||
Outstanding at end of period | [2] | 6 years 6 months 29 days | |||
Exercisable at end of period | [2] | 4 years 7 months 13 days | |||
Vested and expected to vest at end of period | [2] | 6 years 7 months 2 days | |||
[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 8,927,500 vested stock options was extended until December 15, 2015. Mr. Wolff forfeited 8,277,500 of the vested options during the year ended December 31, 2015. | ||||
[2] | 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 2015 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. As of December 31, 2015, the Company's closing stock price was lower than the exercise price, therefore, the aggregate intrinsic values of stock options outstanding, exercisable, and vested and expected to vest were zero. |
Stock Option and Stock Apprec59
Stock Option and Stock Appreciation Rights Activity (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested and expected to vest at end of period | [1] | 16,665,962 | |||
Forfeited during period | 13,670,094 | [2] | 6,623,938 | 1,621,600 | |
Stock Options and Stock Appreciation Rights | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic values of stock options outstanding | $ 0 | ||||
Aggregate intrinsic values of stock options exercisable | 0 | ||||
Aggregate intrinsic values of stock vested and expected to vest | $ 0 | ||||
Stock Options and Stock Appreciation Rights | 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 | ||||
Forfeited during period | 8,277,500 | ||||
[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 2015 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. As of December 31, 2015, the Company's closing stock price was lower than the exercise price, therefore, the aggregate intrinsic values of stock options outstanding, exercisable, and vested and expected to vest were zero. | ||||
[2] | 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 8,927,500 vested stock options was extended until December 15, 2015. Mr. Wolff forfeited 8,277,500 of the vested options during the year ended December 31, 2015. |
Summary of Significant Ranges o
Summary of Significant Ranges of Outstanding and Exercisable Stock Options and Stock Appreciation Rights (Detail) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 17,317,232 | [1] | 25,554,026 | 28,496,463 | 28,485,375 | |
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 1.62 | [1] | $ 1.96 | $ 2.17 | $ 2.19 | |
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | [1] | 6 years 6 months 29 days | ||||
Exercisable stock options and stock appreciation rights, Number of options/SARs | [1] | 9,041,889 | ||||
Exercisable stock options and stock appreciation rights, Weighted average exercise price | [1] | $ 1.85 | ||||
$0.71-$1.23 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Range of exercise prices, lower limit | 0.71 | |||||
Range of exercise prices, upper limit | $ 1.23 | |||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 4,535,619 | |||||
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 1.17 | |||||
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | 5 years 1 month 10 days | |||||
Exercisable stock options and stock appreciation rights, Number of options/SARs | 3,604,677 | |||||
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $ 1.19 | |||||
$1.24-$1.33 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Range of exercise prices, lower limit | 1.24 | |||||
Range of exercise prices, upper limit | $ 1.33 | |||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 2,338,400 | |||||
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 1.30 | |||||
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | 8 years 11 months 16 days | |||||
Exercisable stock options and stock appreciation rights, Number of options/SARs | 601,250 | |||||
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $ 1.27 | |||||
$1.34-$1.41 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Range of exercise prices, lower limit | 1.34 | |||||
Range of exercise prices, upper limit | $ 1.41 | |||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 4,000,000 | |||||
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 1.34 | |||||
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | 9 years 5 months 16 days | |||||
$1.42-$2.12 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Range of exercise prices, lower limit | $ 1.42 | |||||
Range of exercise prices, upper limit | $ 2.12 | |||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 3,339,250 | |||||
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 1.69 | |||||
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | 6 years 3 months | |||||
Exercisable stock options and stock appreciation rights, Number of options/SARs | 1,860,500 | |||||
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $ 1.73 | |||||
$2.13-$5.90 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Range of exercise prices, lower limit | 2.13 | |||||
Range of exercise prices, upper limit | $ 5.90 | |||||
Outstanding stock options and stock appreciation rights, Number of options/SARs | 3,103,963 | |||||
Outstanding stock options and stock appreciation rights, Weighted average exercise price | $ 2.81 | |||||
Outstanding stock options and stock appreciation rights, Weighted average remaining life (in years) | 3 years 6 months 26 days | |||||
Exercisable stock options and stock appreciation rights, Number of options/SARs | 2,975,462 | |||||
Exercisable stock options and stock appreciation rights, Weighted average exercise price | $ 2.84 | |||||
[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 2015 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. As of December 31, 2015, the Company's closing stock price was lower than the exercise price, therefore, the aggregate intrinsic values of stock options outstanding, exercisable, and vested and expected to vest were zero. |
Restricted Stock Granted (Detai
Restricted Stock Granted (Detail) - Class A common stock - Restricted stock awards - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | 9,644,760 | 679,349 | 859,948 | |
Restricted stock awards granted, Fair value of grants | $ 7,627 | $ 869 | $ 1,198 | |
Service- based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | [1] | 3,748,700 | 250,000 | 211,250 |
Performance- based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | [2] | 3,500,000 | ||
Market-based | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | [3],[4],[5] | 2,000,000 | 150,000 | 300,000 |
Stock options issued as Board of Director compensation | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards granted | 396,060 | 279,349 | 348,698 | |
[1] | Of the 3.7 million service-based restricted stock awards granted during the year ended December 31, 2015, 3.5 million were granted to the CEO and vest at a rate of 25% per year over four years. The remaining 0.2 million of service-based restricted stock awards were granted to various employees and vest 50% after one year, 75% after two years and 100% after three years. | |||
[2] | (2) During the year ended December 31, 2015, the 3.5 million performance-based restricted stock awards were all granted to the CEO and vest at a maximum rate of 25% per year over four years, but only if and to the extent the Company meets its performance objectives for the preceding calendar year under the Company's then-applicable incentive plan. Of the awards granted, 3.0 million vest upon the achievement of certain performance milestones for which the related performance targets have yet to be established. Accordingly, no compensation expense related to those shares has been recorded. | |||
[3] | The market-based RSUs granted during the year ended December 31, 2013 consisted of two awards of 150,000 units each, which would have vested only after designated time periods had elapsed and designated stock prices had been met. These awards were forfeited during the year ended December 31, 2014. | |||
[4] | The market-based RSUs granted during the year ended December 31, 2014 fully vest when both of the following have occurred: (i) the average closing price of the Company's Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the "Price Trigger"), and (ii) the first anniversary of the grant date has occurred. If the Price Trigger is not achieved by the third anniversary of the grant date, then none of the market-based RSUs will vest. | |||
[5] | The market-based restricted stock awards granted during the year ended December 31, 2015 were all granted to the CEO and fully vest when both of the following have occurred: (i) the average closing price of the Company's Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the "Price Trigger") and (ii) the date is January 1, 2017 or later. If the Price Trigger is not achieved by December 31, 2019, then none of the market-based restricted stock awards will vest. |
Restricted Stock Granted (Paren
Restricted Stock Granted (Parenthetical) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Service Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award designated stock prices | 3,700,000 | ||
Service Based Restricted Stock Awards | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award designated stock prices | 3,500,000 | ||
Restricted stock awards vesting period | 4 years | ||
Service Based Restricted Stock Awards | Chief Executive Officer | One Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 25.00% | ||
Service Based Restricted Stock Awards | Chief Executive Officer | Second Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 25.00% | ||
Service Based Restricted Stock Awards | Chief Executive Officer | Third Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 25.00% | ||
Service Based Restricted Stock Awards | Chief Executive Officer | Fourth Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 25.00% | ||
Service Based Restricted Stock Awards | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award designated stock prices | 200,000 | ||
Service Based Restricted Stock Awards | Employees | One Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 50.00% | ||
Service Based Restricted Stock Awards | Employees | Second Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 75.00% | ||
Service Based Restricted Stock Awards | Employees | Third Year from the Date of Grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 100.00% | ||
Performance-based | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock awards, Vest upon achievement of performance milestones | 3,500,000 | ||
Restricted stock award designated stock prices | 3,000,000 | ||
Restricted stock awards vesting period | 4 years | ||
Performance-based | Chief Executive Officer | One Year from the Date of Grant | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award vesting percentage | 25.00% | ||
Market Based Restricted Stock Awards | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock award, period consecutive trading days | 60 days | 60 days | |
Average closing price | $ 3 | $ 3 | |
Restricted stock awards vesting rights | The market-based restricted stock awards granted during the year ended December 31, 2015 were all granted to the CEO and fully vest when both of the following have occurred: (i) the average closing price of the Company’s Class A common stock, measured over any period of 60 consecutive calendar days, has reached or exceeded $3.00 per share (the “Price Trigger”) and (ii) the date is January 1, 2017 or later. If the Price Trigger is not achieved by December 31, 2019, then none of the market-based restricted stock awards will vest. | ||
Restricted stock awards | 2013 market award condition three awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award designated stock prices | 150,000 | ||
Restricted stock awards | 2013 market award condition four awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock award designated stock prices | 150,000 |
Restricted Stock Award Activity
Restricted Stock Award Activity (Detail) - Restricted Stock And Units Equity And Liability Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of restricted stock awards | |||
Unvested Beginning Balance | 2,559,514 | 5,912,116 | 9,808,375 |
Granted | 9,644,760 | 679,349 | 859,948 |
Vested | (848,459) | (1,844,012) | (4,298,239) |
Forfeited | (825,177) | (2,187,939) | (457,968) |
Unvested Ending Balance | 10,530,638 | 2,559,514 | 5,912,116 |
Weighted average fair Value | |||
Unvested Beginning Balance | $ 1.67 | $ 1.62 | $ 1.84 |
Granted | 0.79 | 1.28 | 1.39 |
Vested | 2.21 | 1.87 | 1.53 |
Forfeited | 1.40 | 1.23 | 1.76 |
Unvested Ending Balance | $ 0.84 | $ 1.67 | $ 1.62 |
Gain on Contingency - Additiona
Gain on Contingency - Additional Information (Detail) | Feb. 23, 2016USD ($) | Jul. 13, 2015USD ($) | Jan. 14, 2015USD ($) | Mar. 31, 2012USD ($) | Nov. 30, 2015USD ($) | Nov. 30, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)Payment | Jan. 31, 2015USD ($) | Dec. 31, 2011USD ($) |
Gain Contingencies [Line Items] | ||||||||||
Contingent Proceeds from the Sale of Non Productive Assets | $ 6,000,000 | |||||||||
Number of contingent scheduled payments | Payment | 3 | |||||||||
Gain on contingencies | $ 6,095,000 | |||||||||
J&J Arbitration | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on contingencies | $ 1,600,000 | $ 1,600,000 | 1,600,000 | |||||||
Reimbursement of satellite system expenses other from J&J Group | $ 2,700,000 | |||||||||
Claims in arbitration, damages awarded | 4,000,000 | |||||||||
Claims in arbitration, costs and fees | $ 1,300,000 | |||||||||
Claims in arbitration, damages sought amount | $ 2,700,000 | |||||||||
Ovidian | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on release of a tax indemnification liability | $ 500,000 | |||||||||
First scheduled payments | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on contingencies | $ 1,700,000 | |||||||||
Second scheduled payments | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on contingencies | $ 2,200,000 | |||||||||
First and second scheduled payments | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on contingencies | $ 3,900,000 | |||||||||
Final Scheduled Payments | Subsequent Event | ||||||||||
Gain Contingencies [Line Items] | ||||||||||
Gain on contingencies | $ 2,000,000 |
Income Tax Expense (Detail)
Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
United States-deferred | $ (1,497) | $ 33 |
Foreign-current | 4,128 | 6,270 |
Income tax benefit | $ 2,631 | $ 6,303 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($)Shareholder | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 31, 2015USD ($) | Dec. 31, 2012USD ($) | |
Income Tax Contingency [Line Items] | |||||
Foreign income tax provision | $ 4,128 | $ 6,270 | |||
Federal tax benefit (expense) | $ 1,497 | $ (33) | |||
Statutory tax rate | 34.00% | 34.00% | 34.00% | ||
Net operating loss carry forwards | $ 2,600,000 | ||||
Net operating loss carry forwards, year expiration begins | 2,025 | ||||
Net operating loss carry forwards, year expiration | 2,032 | ||||
Income tax description | Broadly, the Company will have a Tax Ownership Change if, over a three year testing period, the portion of all stock of the Company, by value, owned by one or more 5% shareholder increases by more than 50 percentage points. For purposes of this test, shareholders that own less than 5% of the stock of the Company are aggregated into one or more separate "public groups", each of which is treated as a 5% shareholder. | ||||
Tax ownership change testing period, year | 3 years | ||||
Tax ownership change, shareholder ownership percentage | 5.00% | ||||
Unrecognized tax benefit | $ 15,594 | $ 5,132 | $ 37,665 | $ 19,452 | |
Estimated reduction of unrecognized tax benefits | $ 15,600 | ||||
Personal holding company determination, number of shareholders limit | Shareholder | 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% | ||||
Tax Benefits Preservation Plan | 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 Preservation 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 Preservation 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. | ||||
Additional percentage of beneficial interest acquired to trigger tax benefit preservation plan | 0.50% | ||||
California Franchise Tax Board | |||||
Income Tax Contingency [Line Items] | |||||
Net operating loss carry forwards | $ 1,300,000 | ||||
Net operating loss carry forwards, year expiration | 2,016 | ||||
Minimum | |||||
Income Tax Contingency [Line Items] | |||||
Tax ownership change, number of shareholders | Shareholder | 1 | ||||
Tax ownership change, shareholder ownership percentage increase | 50.00% | ||||
Tax Benefits Preservation Plan trigger, ownership percentage | 4.90% | ||||
Income Tax Refund Claim [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefit | $ 10,500 |
Reconciliation of Federal Statu
Reconciliation of Federal Statutory Income Tax Rate of 34% to Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 34.00% | 34.00% | 34.00% |
Change in valuation allowance | (22.59%) | (95.75%) | (9.33%) |
Release of uncertain tax position | 62.77% | ||
Foreign withholding taxes | (2.37%) | (7.98%) | |
Deferred tax adjustments | (43.17%) | ||
§338(h)(10) asset sale treatment upon DBSD sale to DISH | 21.22% | ||
Goodwill impairment | (6.07%) | ||
Stock-based compensation | (3.23%) | ||
Other | (2.03%) | (5.20%) | (2.72%) |
Effective tax rate | (2.29%) | (12.16%) |
Significant Components of Net D
Significant Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 956,181 | $ 938,235 |
Basis difference in Liquidating Trust | 16,894 | 29,381 |
Accrued expenses and other | 10,380 | 14,824 |
Total deferred tax assets | 983,455 | 982,440 |
Valuation allowance | (981,096) | (955,133) |
Net deferred tax assets | 2,359 | 27,307 |
Intangibles | (2,359) | (28,828) |
Total deferred tax liabilities | $ (2,359) | (28,828) |
Net deferred tax liabilities | $ (1,521) |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Total liability, Beginning of period | $ 5,132 | $ 37,665 | $ 19,452 |
Additions for tax positions taken during the current period | 10,462 | ||
Additions for tax positions taken during prior periods | 32,533 | ||
Reductions for tax positions taken during prior periods | (32,533) | (14,320) | |
Total liability, End of period | $ 15,594 | $ 5,132 | $ 37,665 |
Expense Related to Contribution
Expense Related to Contributions under Defined Contribution Retirement Included in General and Administrative Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Postemployment Benefits [Abstract] | |||
Defined contribution expenses | $ 201 | $ 264 | $ 291 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - Principal Owner | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |
Eagle River's economic interest percentage | 33.20% |
Eagle River's voting interest percentage | 65.00% |
Unaudited Quarterly Results (De
Unaudited Quarterly Results (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Revenue | $ 662 | $ 15,465 | $ 2,147 | $ 25,245 | $ 846 | $ 618 | $ 2,935 | $ 38,135 | $ 43,519 | $ 42,534 | $ 13,128 | ||||||
Impairment of intangibles and goodwill | (103,499) | (11,013) | (103,499) | (11,013) | 0 | ||||||||||||
Operating income (loss) | (112,061) | (2,129) | (8,021) | 1,076 | (31,191) | (14,096) | (13,563) | 7,134 | (121,135) | (51,716) | (57,861) | ||||||
Net income (loss) | (108,404) | 127 | (7,990) | (1,315) | (31,244) | (14,117) | (13,588) | 815 | (117,582) | (58,134) | (57,980) | ||||||
Net income (loss) attributable to Pendrell | $ (101,564) | $ 1 | $ (7,558) | $ (559) | $ (26,875) | $ (13,262) | $ (12,595) | $ 1,730 | $ (109,680) | $ (51,002) | $ (55,062) | ||||||
Basic and diluted loss per share attributable to Pendrell | $ (0.38) | [1] | $ (0.03) | [1] | $ (0.10) | [1] | $ (0.05) | [1] | $ (0.05) | [1] | $ 0.01 | [1] | $ (0.41) | $ (0.19) | $ (0.21) | ||
[1] | Per share amounts for the three months ended March 31, 2015 and September 30, 2015 were less than $0.01. |
Unaudited Quarterly Results (Pa
Unaudited Quarterly Results (Parenthetical) (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2015 | [1] | Sep. 30, 2015 | Jun. 30, 2015 | [1] | Mar. 31, 2015 | Dec. 31, 2014 | [1] | Sep. 30, 2014 | [1] | Jun. 30, 2014 | [1] | Mar. 31, 2014 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information [Line Items] | |||||||||||||||||
Basic and diluted loss per share attributable to Pendrell | $ (0.38) | $ (0.03) | $ (0.10) | $ (0.05) | $ (0.05) | $ 0.01 | $ (0.41) | $ (0.19) | $ (0.21) | ||||||||
Maximum | |||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||
Basic and diluted loss per share attributable to Pendrell | $ 0.01 | $ 0.01 | |||||||||||||||
[1] | Per share amounts for the three months ended March 31, 2015 and September 30, 2015 were less than $0.01. |