Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 15, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | PCO | |
Entity Registrant Name | Pendrell Corp | |
Entity Central Index Key | 1,359,555 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 214,723,789 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,660,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 169,231 | $ 162,457 |
Accounts receivable | 30,003 | 87 |
Other receivables | 1,580 | 1,329 |
Prepaid expenses and other current assets | 466 | 384 |
Total current assets | 201,280 | 164,257 |
Property in service - net of accumulated depreciation of $535 and $512, respectively | 97 | 118 |
Intangible assets - net of accumulated amortization of $58,731 and $54,523, respectively | 16,502 | |
Other assets | 38 | 2,140 |
Intangible assets - net of accumulated amortization of $0 and $54,523, respectively | 9,549 | 14,377 |
Total | 227,466 | 180,892 |
Current liabilities: | ||
Accounts payable | 236 | 140 |
Accrued expenses | 6,830 | 4,292 |
Other liabilities | 108 | 119 |
Total current liabilities | 7,174 | 4,551 |
Other non-current liabilities | 13,326 | |
Total liabilities | 20,500 | 4,551 |
Commitments and contingencies (Note 7) | ||
Shareholders' equity and noncontrolling interest: | ||
Preferred stock, $0.01 par value, 75,000,000 shares authorized, no shares issued or outstanding. | ||
Additional paid-in capital | 1,960,630 | 1,958,376 |
Accumulated deficit | (1,752,838) | (1,780,823) |
Total Pendrell shareholders' equity | 210,477 | 180,234 |
Noncontrolling interest | (3,511) | (3,893) |
Total shareholders' equity and noncontrolling interest | 206,966 | 176,341 |
Total | 227,466 | 180,892 |
Class A common stock | ||
Shareholders' equity and noncontrolling interest: | ||
Common stock, value | 2,148 | 2,144 |
Class B common stock | ||
Shareholders' equity and noncontrolling interest: | ||
Common stock, value | $ 537 | $ 537 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property in service, accumulated depreciation | $ 535 | $ 512 |
Intangible assets, accumulated amortization | $ 58,731 | $ 54,523 |
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 | 272,281,335 | 271,879,107 |
Common stock, shares outstanding | 214,512,443 | 214,110,215 |
Class B common stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 84,663,382 | 84,663,382 |
Common stock, shares outstanding | 53,660,000 | 53,660,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 45,003 | $ 2,147 | $ 58,503 | $ 27,392 |
Operating expenses: | ||||
Cost of revenues | 17,972 | 942 | 17,972 | 10,054 |
Patent administration and related costs | 232 | 682 | 594 | 1,809 |
Patent litigation | 688 | 485 | 3,415 | 5,042 |
General and administrative | 1,692 | 3,681 | 3,682 | 8,810 |
Stock-based compensation | 939 | 789 | 2,051 | 1,437 |
Amortization of intangible assets | 2,377 | 3,589 | 4,758 | 7,185 |
Total operating expenses | 23,900 | 10,168 | 32,472 | 34,337 |
Operating income (loss) | 21,103 | (8,021) | 26,031 | (6,945) |
Interest income | 157 | 34 | 294 | 65 |
Interest expense | (1) | (42) | ||
Gain on contingency | 2,047 | 1,748 | ||
Other expense | (3) | (2) | (5) | (6) |
Income (loss) before income taxes | 21,257 | (7,990) | 28,367 | (5,180) |
Income tax expense | (4,125) | |||
Net income (loss) | 21,257 | (7,990) | 28,367 | (9,305) |
Net income (loss) attributable to noncontrolling interest | (163) | (432) | 382 | (1,188) |
Net income (loss) attributable to Pendrell | $ 21,420 | $ (7,558) | $ 27,985 | $ (8,117) |
Basic and diluted income (loss) per share attributable to Pendrell | $ 0.08 | $ (0.03) | $ 0.10 | $ (0.03) |
Weighted average shares outstanding used to compute basic and diluted income (loss) per share | 276,999,581 | 265,467,324 | 276,901,898 | 265,451,260 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Shareholders' Equity (Unaudited) - 6 months ended Jun. 30, 2016 - 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, 2015 | $ 176,341 | $ 2,681 | $ 1,958,376 | $ (1,780,823) | $ 180,234 | $ (3,893) | ||||
Beginning Balance (in shares) at Dec. 31, 2015 | 214,110,215 | 53,660,000 | 214,110,215 | 53,660,000 | ||||||
Class A common stock withheld at vesting to cover statutory tax obligations | (6) | (6) | (6) | |||||||
Class A common stock withheld at vesting to cover statutory tax obligations (in shares) | (11,728) | |||||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures | 2,264 | 4 | 2,260 | 2,264 | ||||||
Stock-based compensation and issuance of restricted stock, net of forfeitures (in shares) | 413,956 | |||||||||
Net income | 28,367 | 27,985 | 27,985 | 382 | ||||||
Ending Balance at Jun. 30, 2016 | $ 206,966 | $ 2,685 | $ 1,960,630 | $ (1,752,838) | $ 210,477 | $ (3,511) | ||||
Ending Balance (in shares) at Jun. 30, 2016 | 214,512,443 | 53,660,000 | 214,512,443 | 53,660,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||
Net income (loss) including noncontrolling interests | $ 28,367 | $ (9,305) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Stock-based compensation | 2,051 | 1,437 |
Amortization of intangibles | 4,758 | 7,185 |
Depreciation | 29 | 233 |
Non-cash cost of patents monetized | 139 | |
Loss associated with the abandonment and/or disposition of patents | 71 | 757 |
Other | 43 | |
Other changes in certain assets and liabilities: | ||
Accounts receivable, current and non-current | (44,916) | (199) |
Prepaid expenses and other current/non-current assets | (133) | (1,267) |
Accounts payable | 96 | (164) |
Accrued expenses and other current liabilities | 2,739 | (5,105) |
Non-current liabilities | 13,326 | |
Net cash provided by (used in) operating activities | 6,388 | (6,246) |
Investing activities: | ||
Payment received on note receivable | 400 | |
Purchases of property and intangible assets | (8) | (2,011) |
Net cash provided by (used in) investing activities | 392 | (2,011) |
Financing activities: | ||
Payment of statutory taxes for stock awards | (6) | (40) |
Payment of accrued obligations for purchased intangible assets | (4,000) | |
Purchase of noncontrolling interest in Provitro Biosciences LLC | (400) | |
Net cash used in financing activities | (6) | (4,440) |
Net increase (decrease) in cash and cash equivalents | 6,774 | (12,697) |
Cash and cash equivalents - beginning of period | 162,457 | |
Cash and cash equivalents - end of period | $ 169,231 | 156,096 |
Supplemental disclosures: | ||
Income taxes paid | $ 4,125 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Nature of Business | 1. Nature of Business These condensed consolidated financial statements include the accounts of Pendrell Corporation (“Pendrell”) and its consolidated subsidiaries (collectively referred to as the “Company”). Since 2011, the Company’s strategy, through its consolidated subsidiaries, has been to invest in, acquire and develop businesses with unique technologies that are often protected by intellectual property (“IP”) rights, and that present the opportunity to address large, global markets. The Company’s subsidiaries focus on licensing the IP rights they hold to third parties and pursuing relevant product opportunities. The Company regularly evaluates its existing investments to determine whether retention or disposition is appropriate, and investigates new investment and business acquisition opportunities. From 2011 through 2015, the Company also advised clients on various IP strategies and transactions through its consulting subsidiary Ovidian Group LLC (“Ovidian”). As of December 31, 2015, the Company sold Ovidian for nominal consideration. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation Interim Financial Statements— Principles of Consolidation and Basis of Presentation— Segment Information— Use of Estimates— On an ongoing basis, the Company evaluates its estimates, including among others, those related to revenue share obligations for the purpose of determining our cost of revenue, the fair value of acquired intangible assets and goodwill, the useful lives and potential impairment of intangible assets and property and equipment, the value of stock awards for the purpose of determining stock-based compensation expense, accrued liabilities (including bonus accruals), valuation allowances related to the ability to realize deferred tax assets, allowances for doubtful receivables and certain tax liabilities. Estimates are based on historical experience and other factors, including the current economic environment as deemed appropriate under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in estimates used to prepare these financial statements will be reflected in the financial statements in future periods. Accounting Policies— New Accounting Pronouncements— Leases (Topic 842), In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Throughout the six months ended June 30, 2016, the FASB has issued a number of ASUs which provide further clarification to ASU No. 2014-09, Revenue (Topic 606): Revenue from Contracts with Customers |
Provitro
Provitro | 6 Months Ended |
Jun. 30, 2016 | |
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 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. 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 discontinued its efforts to commercialize the Provitro™ technology and in September 2015, the Company sold Provitro’s facility and related tangible assets for $2.0 million, resulting in a $0.7 million loss in the third quarter of the year ended December 31, 2015. The purchase price will be paid in installments of which $0.1 million was paid immediately, $0.4 million was received in January 2016 and $1.5 million is scheduled for payment within twelve months and is included in other current receivables at June 30, 2016. |
Accounts Receivable (Current an
Accounts Receivable (Current and Non-current) | 6 Months Ended |
Jun. 30, 2016 | |
Receivables [Abstract] | |
Accounts Receivable (Current and Non-current) | 4. Accounts Receivable (Current and Non-current) Accounts receivable consists primarily of amounts billed to customers under licensing arrangements. Since 2011, the Company has not incurred any material losses on its accounts receivable. Based upon this historical collections experience and currently available information, the Company determined that no allowance for doubtful accounts was required at either June 30, 2016 or December 31, 2015. Of the $30.0 million of current accounts receivable at June 30, 2016, the Company received $15.0 million in July 2016 and expects to receive an additional $15.0 million no later than July 2017. The Company expects to receive payment of approximately $15.8 million of its non-current accounts receivable in 2018 and the remainder in 2019. |
Accrued expenses
Accrued expenses | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expenses | 5. Accrued expenses The following table summarizes accrued expenses (in thousands): June 30, 2016 December 31, Accrued payroll and related expenses $ 764 $ 1,742 Accrued legal, professional and other expenses 895 2,550 Accrued costs associated with patent monetization 5,171 — $ 6,830 $ 4,292 |
Other non-current liabilities
Other non-current liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Other non-current liabilities | 6. Other non-current liabilities At June 30, 2016, other non-current liabilities, primarily consisting of revenue share obligations, are estimated to be payable as follows: Fiscal 2017 $ 280 Fiscal 2018 5,281 Fiscal 2019 7,404 Fiscal 2020 361 $ 13,326 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Purchase and Lease Commitments— Litigation— There have been no material changes to the legal proceedings disclosures included under Part I, Item 3 of the Company’s 2015 Form 10-K other than the following update, with capitalized terms having the meaning given to them in the Form 10-K: ContentGuard Enforcement Actions |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 8. Stock-based Compensation The Company records stock-based compensation on stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock awards issued to employees, directors, consultants and/or advisors based on the estimated fair value on the date of grant and recognizes compensation cost over the requisite service period for awards expected to vest. Stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 was as follows (in thousands): Three months ended Six months ended 2016 2015 2016 2015 Stock options $ 376 $ 558 $ 857 $ 1,020 Restricted stock awards 563 231 1,194 417 Total stock-based compensation expense $ 939 $ 789 $ 2,051 $ 1,437 Stock Options— Number of shares of Weighted average Outstanding – December 31, 2015 17,317,232 $ 1.62 Forfeited (2,228,581 ) $ 1.86 Outstanding – June 30, 2016 15,088,651 $ 1.59 Exercisable – June 30, 2016 8,333,683 $ 1.77 Vested and expected to vest – June 30, 2016 14,513,400 $ 1.58 Restricted Stock— Number of shares of Weighted average Unvested – December 31, 2015 10,530,638 $ 0.84 Granted (1) 413,956 $ 0.52 Vested (1,454,331 ) $ 1.14 Forfeited (625 ) $ 0.79 Unvested – June 30, 2016 9,489,638 $ 0.84 (1) Represents shares issued to the Company’s Board of Directors as compensation for service. These awards have a grant date fair value of $0.2 million and vest upon issuance. |
Gain on Contingency
Gain on Contingency | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Gain on Contingency | 9. Gain on Contingency During 2012, as part of the Company’s exit from the satellite business, the Company sold its partially completed medium earth orbit satellites, related equipment, and contracts. The Company received the first of three scheduled payments for these assets in March 2015, resulting in the recognition of a $1.7 million gain on contingency in the six months ended June 30, 2015. The Company received the second scheduled payment in September 2015, resulting in the recognition of an additional $2.2 million gain on contingency in the third quarter of 2015. The Company received the final scheduled payment in April 2016, resulting in the recognition of a $2.0 million gain on contingency in the six months ended June 30, 2016. At December 31, 2015, due to the uncertainty of collecting the third scheduled payment, the Company did not recognize in its 2015 financial statements the gain generated from the April 2016 receipt of the third scheduled payment. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded a tax provision of $4.1 million for the six months ended June 30, 2015 related to foreign taxes withheld on revenue generated from license agreements executed with third party licensees domiciled in a foreign jurisdiction. In general, foreign taxes withheld may be claimed as a deduction on future U.S. corporate income tax returns, or as a credit against future U.S. income tax liabilities, subject to certain limitations. However, due to uncertainty regarding the Company’s ability to utilize the deduction or credit resulting from the foreign withholding, the Company established a full valuation allowance against the related deferred tax asset at June 30, 2015. The Company had no foreign taxes withheld during the six months ended June 30, 2016 and anticipates that it will not have a U.S. federal income tax liability for fiscal 2016 due to available tax loss carryforwards. |
Income (Loss) per Share
Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | 11. Income (Loss) per Share Basic income (loss) per share is calculated based on the weighted average number of Class A common stock and Class B common stock (the “Common Shares”) outstanding during the period. Diluted income (loss) per share is calculated by dividing the income (loss) allocable to common shareholders by the weighted average Common Shares outstanding plus potential dilutive Common Shares. Prior to the satisfaction of vesting conditions, unvested restricted stock awards are considered contingently issuable and are excluded from weighted average Common Shares outstanding used for computation of basic income (loss) per share. Potential dilutive Common Shares consist of the incremental Class A common stock issuable upon the exercise of outstanding stock options (both vested and non-vested) and unvested restricted stock awards and units, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money stock options (i.e., such options’ exercise prices were greater than the average market price of the Company’s Class A common shares for the period) because their inclusion would have been anti-dilutive. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): Three months ended Six months ended 2016 2015 2016 2015 Net income (loss) attributable to Pendrell $ 21,420 $ (7,558 ) $ 27,985 $ (8,117 ) Weighted average common shares outstanding 268,172,443 266,499,739 268,074,561 266,494,342 Less: weighted average unvested restricted stock awards (662,500 ) (1,032,415 ) (796,109 ) (1,043,082 ) Shares used for computation of basic income (loss) per share 267,509,943 265,467,324 267,278,452 265,451,260 Add back: weighted average unvested restricted stock awards and units 9,489,638 — 9,623,446 — Shares used for computation of diluted income (loss) per share (1) 276,999,581 265,467,324 276,901,898 265,451,260 Basic and diluted income (loss) per share attributable to Pendrell $ 0.08 $ (0.03 ) $ 0.10 $ (0.03 ) (1) Stock options, stock appreciation rights, restricted stock awards and units totaling 15,088,651 and 38,517,160 for the three and six months ended June 30, 2016 and 2015, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements— |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation— |
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 revenue share obligations for the purpose of determining our cost of revenue, the fair value of acquired intangible assets and goodwill, the useful lives and potential impairment of intangible assets and property and equipment, the value of stock awards for the purpose of determining stock-based compensation expense, accrued liabilities (including bonus accruals), valuation allowances related to the ability to realize deferred tax assets, allowances for doubtful receivables and certain tax liabilities. Estimates are based on historical experience and other factors, including the current economic environment as deemed appropriate under the circumstances. Estimates and assumptions are adjusted when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in estimates used to prepare these financial statements will be reflected in the financial statements in future periods. |
Accounting Policies | Accounting Policies— |
New Accounting Pronouncements | New Accounting Pronouncements— Leases (Topic 842), In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Throughout the six months ended June 30, 2016, the FASB has issued a number of ASUs which provide further clarification to ASU No. 2014-09, Revenue (Topic 606): Revenue from Contracts with Customers |
Accrued expenses (Tables)
Accrued expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The following table summarizes accrued expenses (in thousands): June 30, 2016 December 31, Accrued payroll and related expenses $ 764 $ 1,742 Accrued legal, professional and other expenses 895 2,550 Accrued costs associated with patent monetization 5,171 — $ 6,830 $ 4,292 |
Other non-current liabilities (
Other non-current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Other Non-current Liabilities Primarily Consisting of Revenue Share Obligations Estimated to be Payable | At June 30, 2016, other non-current liabilities, primarily consisting of revenue share obligations, are estimated to be payable as follows: Fiscal 2017 $ 280 Fiscal 2018 5,281 Fiscal 2019 7,404 Fiscal 2020 361 $ 13,326 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | Stock-based compensation expense included in the condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015 was as follows (in thousands): Three months ended Six months ended 2016 2015 2016 2015 Stock options $ 376 $ 558 $ 857 $ 1,020 Restricted stock awards 563 231 1,194 417 Total stock-based compensation expense $ 939 $ 789 $ 2,051 $ 1,437 |
Stock Option Activity | Stock Options— Number of shares of Weighted average Outstanding – December 31, 2015 17,317,232 $ 1.62 Forfeited (2,228,581 ) $ 1.86 Outstanding – June 30, 2016 15,088,651 $ 1.59 Exercisable – June 30, 2016 8,333,683 $ 1.77 Vested and expected to vest – June 30, 2016 14,513,400 $ 1.58 |
Restricted Stock Activity | Restricted Stock— Number of shares of Weighted average Unvested – December 31, 2015 10,530,638 $ 0.84 Granted (1) 413,956 $ 0.52 Vested (1,454,331 ) $ 1.14 Forfeited (625 ) $ 0.79 Unvested – June 30, 2016 9,489,638 $ 0.84 (1) Represents shares issued to the Company’s Board of Directors as compensation for service. These awards have a grant date fair value of $0.2 million and vest upon issuance. |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data): Three months ended Six months ended 2016 2015 2016 2015 Net income (loss) attributable to Pendrell $ 21,420 $ (7,558 ) $ 27,985 $ (8,117 ) Weighted average common shares outstanding 268,172,443 266,499,739 268,074,561 266,494,342 Less: weighted average unvested restricted stock awards (662,500 ) (1,032,415 ) (796,109 ) (1,043,082 ) Shares used for computation of basic income (loss) per share 267,509,943 265,467,324 267,278,452 265,451,260 Add back: weighted average unvested restricted stock awards and units 9,489,638 — 9,623,446 — Shares used for computation of diluted income (loss) per share (1) 276,999,581 265,467,324 276,901,898 265,451,260 Basic and diluted income (loss) per share attributable to Pendrell $ 0.08 $ (0.03 ) $ 0.10 $ (0.03 ) (1) Stock options, stock appreciation rights, restricted stock awards and units totaling 15,088,651 and 38,517,160 for the three and six months ended June 30, 2016 and 2015, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2016Segment | |
Accounting Policies [Abstract] | |
Number of operating and reporting segments | 1 |
Provitro - Additional Informati
Provitro - Additional Information (Detail) - Provitro Biosciences LLC | Feb. 28, 2015 | Feb. 28, 2013 |
Business Acquisition [Line Items] | ||
Percentage of business acquisition interest | 68.75% | |
Ownership percentage | 100.00% |
Provitro - Additional Informa25
Provitro - Additional Information1 (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Other receivables | $ 1,580 | $ 1,329 | |||
Provitro Biosciences LLC | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds associated with the disposition of property | $ 400 | $ 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 | $ 2,000 | |||
Other receivables | $ 1,500 | ||||
Loss related to tangible assets | $ 700 | ||||
Period over which balance payable under sale of assets | 12 months |
Accounts Receivable (Current 26
Accounts Receivable (Current and Non-current) - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2018 | Jun. 30, 2016 | Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | |||
Accounts receivable, current | $ 30,003,000 | $ 87,000 | |||
Subsequent Event | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Proceeds from collection of accounts receivable | $ 15,000,000 | ||||
Scenario, Forecast | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Proceeds from collection of accounts receivable | $ 15,000,000 | $ 15,800,000 |
Summary of Accrued Expenses (De
Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related expenses | $ 764 | $ 1,742 |
Accrued legal, professional and other expenses | 895 | 2,550 |
Accrued costs associated with patent monetization | 5,171 | |
Accrued expenses | $ 6,830 | $ 4,292 |
Schedule of Other Non-current L
Schedule of Other Non-current Liabilities Primarily Consisting of Revenue Share Obligations Estimated to be Payable (Detail) $ in Thousands | Jun. 30, 2016USD ($) |
Other Commitments [Line Items] | |
Other non-current liabilities | $ 13,326 |
Revenue Share Obligations | |
Other Commitments [Line Items] | |
Fiscal 2,017 | 280 |
Fiscal 2,018 | 5,281 |
Fiscal 2,019 | 7,404 |
Fiscal 2,020 | 361 |
Other non-current liabilities | $ 13,326 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 939 | $ 789 | $ 2,051 | $ 1,437 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | 376 | 558 | 857 | 1,020 |
Restricted stock awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation | $ 563 | $ 231 | $ 1,194 | $ 417 |
Stock Option Activity (Detail)
Stock Option Activity (Detail) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of shares of Class A common stock underlying options | |
Outstanding at beginning of period | shares | 17,317,232 |
Forfeited | shares | (2,228,581) |
Outstanding at end of period | shares | 15,088,651 |
Exercisable at end of period | shares | 8,333,683 |
Vested and expected to vest at end of period | shares | 14,513,400 |
Weighted average exercise price | |
Outstanding at beginning of period | $ / shares | $ 1.62 |
Forfeited | $ / shares | 1.86 |
Outstanding at end of period | $ / shares | 1.59 |
Exercisable at end of period | $ / shares | 1.77 |
Vested and expected to vest at end of period | $ / shares | $ 1.58 |
Restricted Stock Activity (Deta
Restricted Stock Activity (Detail) - Restricted stock awards | 6 Months Ended | |
Jun. 30, 2016$ / sharesshares | ||
Number of shares of Class A common stock underlying restricted stock awards | ||
Unvested Beginning Balance | shares | 10,530,638 | |
Granted | shares | 413,956 | [1] |
Vested | shares | (1,454,331) | |
Forfeited | shares | (625) | |
Unvested Ending Balance | shares | 9,489,638 | |
Weighted average fair value per share | ||
Unvested Beginning Balance | $ / shares | $ 0.84 | |
Granted | $ / shares | 0.52 | [1] |
Vested | $ / shares | 1.14 | |
Forfeited | $ / shares | 0.79 | |
Unvested Ending Balance | $ / shares | $ 0.84 | |
[1] | Represents shares issued to the Company's Board of Directors as compensation for service. These awards have a grant date fair value of $0.2 million and vest upon issuance. |
Restricted Stock Activity (Pare
Restricted Stock Activity (Parenthetical) (Detail) $ in Millions | Jun. 30, 2016USD ($) |
Restricted stock awards | Board of Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards grant date fair value | $ 0.2 |
Gain on Contingency - Additiona
Gain on Contingency - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2015Payment | Sep. 30, 2015USD ($)Payment | Jun. 30, 2016USD ($)Payment | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Gain Contingencies [Line Items] | |||||
Number of contingent scheduled payments | Payment | 1 | 2 | 3 | ||
Gain on contingency | $ 2,047,000 | $ 1,748,000 | |||
Final scheduled payment | |||||
Gain Contingencies [Line Items] | |||||
Gain on contingency | $ 2,000,000 | ||||
First scheduled payments | |||||
Gain Contingencies [Line Items] | |||||
Gain on contingency | $ 1,700,000 | ||||
Second scheduled payments | |||||
Gain Contingencies [Line Items] | |||||
Gain on contingency | $ 2,200,000 | ||||
Third scheduled payments | |||||
Gain Contingencies [Line Items] | |||||
Gain on contingency | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Foreign income tax provision | $ 4.1 |
Computation of Basic and Dilute
Computation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) attributable to Pendrell | $ 21,420 | $ (7,558) | $ 27,985 | $ (8,117) | |
Weighted average common shares outstanding | 268,172,443 | 266,499,739 | 268,074,561 | 266,494,342 | |
Less: weighted average unvested restricted stock awards | (662,500) | (1,032,415) | (796,109) | (1,043,082) | |
Shares used for computation of basic income (loss) per share | 267,509,943 | 265,467,324 | 267,278,452 | 265,451,260 | |
Shares used for computation of basic income (loss) per share | 267,509,943 | 265,467,324 | 267,278,452 | 265,451,260 | |
Add back: weighted average unvested restricted stock awards and units | 9,489,638 | 9,623,446 | |||
Shares used for computation of diluted income (loss) per share | [1] | 276,999,581 | 265,467,324 | 276,901,898 | 265,451,260 |
Basic and diluted income (loss) per share attributable to Pendrell | $ 0.08 | $ (0.03) | $ 0.10 | $ (0.03) | |
[1] | Stock options, stock appreciation rights, restricted stock awards and units totaling 15,088,651 and 38,517,160 for the three and six months ended June 30, 2016 and 2015, respectively, were excluded from the calculation of diluted income (loss) per share as their inclusion was anti-dilutive. |
Computation of Basic and Dilu36
Computation of Basic and Diluted Income (Loss) Per Share (Parenthetical) (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share [Abstract] | ||||
Securities excluded from calculation of diluted income (loss) per share | 15,088,651 | 38,517,160 | 15,088,651 | 38,517,160 |