Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'VRNG | ' |
Entity Common Stock, Shares Outstanding | ' | 84,125,738 |
Entity Registrant Name | 'Vringo Inc | ' |
Entity Central Index Key | '0001410428 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $40,436 | $56,960 |
Short-term investments | 673 | 0 |
Accounts receivable | 98 | 151 |
Prepaid expenses and other current assets | 656 | 318 |
Total current assets | 41,863 | 57,429 |
Long-term deposit | 46 | 54 |
Property and equipment, at cost, net of $119 and $47 accumulated depreciation and amortization, as of September 30, 2013 and December 31, 2012, respectively | 249 | 294 |
Intangible assets, net | 30,360 | 34,044 |
Goodwill | 65,965 | 65,965 |
Total assets | 138,483 | 157,786 |
Current liabilities | ' | ' |
Accounts payable and accrued expenses | 4,011 | 1,444 |
Accrued employee compensation | 256 | 398 |
Total current liabilities | 4,267 | 1,842 |
Long-term liabilities | ' | ' |
Derivative liabilities on account of warrants | 4,126 | 7,612 |
Commitments and contingencies | ' | ' |
Stockholders' equity | ' | ' |
Series A Convertible Preferred stock, $0.01 par value per share; 5,000,000 authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share 150,000,000 authorized; 84,120,724 and 81,889,226 issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 841 | 819 |
Additional paid-in capital | 186,308 | 171,108 |
Deficit accumulated during the development stage | -57,059 | -23,595 |
Total stockholders’ equity | 130,090 | 148,332 |
Total liabilities and stockholders’ equity | $138,483 | $157,786 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Property and equipment, accumulated depreciation and amortization | $119 | $47 |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 84,120,724 | 81,889,226 |
Common stock, outstanding | 84,120,724 | 81,889,226 |
Series A convertible preferred stock [Member] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 28 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |||||
Revenue | $50 | $266 | $1,276 | $266 | $1,645 | |||||
Costs and Expenses* | ' | ' | ' | ' | ' | |||||
Cost of revenue | 6,725 | [1] | 3,415 | [1] | 19,557 | [1] | 5,976 | [1] | 33,630 | [1] |
Research and development | 700 | [1] | 997 | [1] | 2,110 | [1] | 997 | [1] | 3,850 | [1] |
Marketing, general and administrative | 3,801 | [1] | 6,364 | [1] | 11,806 | [1] | 7,508 | [1] | 23,876 | [1] |
Total operating expenses | 11,226 | 10,776 | 33,473 | 14,481 | 61,356 | |||||
Operating loss | -11,176 | -10,510 | -32,197 | -14,215 | -59,711 | |||||
Non-operating income | 30 | 82 | 76 | 82 | 114 | |||||
Non-operating expense | -30 | -12 | -76 | -19 | -104 | |||||
Gain (loss) on revaluation of derivative warrants | 645 | 7,240 | -1,220 | 7,240 | 5,627 | |||||
Issuance of warrants | 0 | 0 | 0 | 0 | -2,883 | |||||
Loss before taxes on income | -10,531 | -3,200 | -33,417 | -6,912 | -56,957 | |||||
Income tax benefit (expense) | -29 | 76 | -47 | 76 | -102 | |||||
Net loss | ($10,560) | ($3,124) | ($33,464) | ($6,836) | ($57,059) | |||||
Basic net loss per common share (In dollars per share) | ($0.13) | ($0.06) | ($0.40) | ($0.27) | ($1.23) | |||||
Diluted net loss per common share (In dollars per shares) | ($0.13) | ($0.18) | ($0.40) | ($0.40) | ($1.26) | |||||
Weighted average number of shares used in computing net loss per common share: | ' | ' | ' | ' | ' | |||||
Basic: (In shares) | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | |||||
Diluted: (In shares) | 86,101,857 | 58,227,100 | 82,972,082 | 35,047,440 | 47,800,063 | |||||
[1] | Includes stock-based compensation expense |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 28 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Stock-based compensation | $2,858 | $5,362 | $8,975 | $5,532 | $17,536 |
Cost of Revenue [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | 298 | 318 | 894 | 318 | 1,417 |
Research and Development [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | 177 | 452 | 613 | 452 | 1,305 |
Marketing, general and administrative [Member] | ' | ' | ' | ' | ' |
Stock-based compensation | $2,383 | $4,592 | $7,468 | $4,762 | $14,814 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
In Thousands | ||||
Balance at Jun. 08, 2011 | $0 | $0 | $0 | $0 |
Issuance of shares of common stock | 5,145 | 170 | 4,975 | 0 |
Stock-based compensation | 474 | 0 | 474 | 0 |
Net loss for the period | -2,754 | 0 | 0 | -2,754 |
Balance at Dec. 31, 2011 | 2,865 | 170 | 5,449 | -2,754 |
Conversion of Series A Preferred Convertible Preferred stock, classified as mezzanine equity | 76 | 8 | 68 | 0 |
Issuance of shares of common stock | 31,148 | 96 | 31,052 | 0 |
Stock-based compensation | 8,087 | 3 | 8,084 | 0 |
Recording of equity instruments upon Merger, net of fair value of issued warrants $21,954 and issuance cost of $463 | 54,961 | 152 | 54,809 | 0 |
Issuance of warrants | 2,883 | 0 | 2,883 | 0 |
Conversion of Series A Preferred Convertible Preferred stock, classified as equity | 0 | 201 | -201 | 0 |
Exercise of warrants | 22,932 | 76 | 22,856 | 0 |
Exercise of stock options and vesting of Restricted Stock Units (“RSUâ€) | 509 | 8 | 501 | 0 |
Shares issued for acquisition of patents | 750 | 2 | 748 | ' |
Issuance of shares in connection with a financing round, net of issuance cost $39 | 44,962 | 103 | 44,859 | 0 |
Net loss for the period | -20,841 | 0 | 0 | -20,841 |
Balance at Dec. 31, 2012 | 148,332 | 819 | 171,108 | -23,595 |
Stock-based compensation | 8,975 | 0 | 8,975 | 0 |
Exercise of warrants | 1,356 | 4 | 1,352 | 0 |
Exercise of stock options and vesting of Restricted Stock Units (“RSUâ€) | 973 | 18 | 955 | 0 |
Conversion of derivative warrants into equity warrants | 3,918 | 0 | 3,918 | 0 |
Net loss for the period | -33,464 | 0 | 0 | -33,464 |
Balance at Sep. 30, 2013 | $130,090 | $841 | $186,308 | ($57,059) |
CONSOLIDATED_STATEMENT_OF_CHAN1
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Fair Value Of Warrant Issued | $21,954 |
Private Financing [Member] | ' |
Issuance of stock, issuance costs | 52 |
Private Financing One [Member] | ' |
Issuance of stock, issuance costs | 39 |
Common Stock Shares [Member] | ' |
Issuance of stock, issuance costs | $463 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 28 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($33,464) | ($6,836) | ($57,059) |
Adjustments to reconcile net cash flows used in operating activities: | ' | ' | ' |
Depreciation and amortization | 3,856 | 1,211 | 6,686 |
Change in deferred tax assets and liabilities | 1 | -162 | -57 |
Stock-based compensation | 8,975 | 5,532 | 17,536 |
Issuance of warrants | 0 | 0 | 2,883 |
Assignment of patents | -100 | 0 | -100 |
Change in fair value of warrants | 1,220 | -7,240 | -5,627 |
Exchange rate (gain) losses | 11 | -6 | 19 |
Changes in current assets and liabilities | ' | ' | ' |
Increase in receivables, prepaid expenses and other current assets | -283 | -504 | -517 |
Increase in payables and accruals | 2,400 | 2,043 | 2,856 |
Net cash used in operating activities | -17,384 | -5,962 | -33,380 |
Cash flows from investing activities | ' | ' | ' |
Acquisition of property and equipment | -27 | -151 | -244 |
Deposit in short-term investments | -673 | 0 | -673 |
Acquisition of patents | 0 | -22,548 | -25,944 |
Decrease (increase) in deposits | 8 | -46 | -38 |
Cash acquired as part of acquisition of Vringo (1) | 0 | 3,326 | 3,326 |
Net cash used in investing activities | -692 | -19,419 | -23,573 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of common stock, net of issuance cost of $52 | 0 | 31,148 | 31,148 |
Proceeds from issuance of common stock, net of issuance cost of $39 | 0 | 0 | 44,962 |
Repayment of note payable—related party | 0 | -3,200 | 0 |
Proceeds from issuance of preferred stock | 0 | 0 | 1,800 |
Proceeds from issuance of common stock | 0 | 0 | 5,145 |
Exercise of stock options | 973 | 171 | 1,482 |
Exercise of warrants | 566 | 1,598 | 12,841 |
Net cash provided by financing activities | 1,539 | 29,717 | 97,378 |
Effect of exchange rate changes on cash and cash equivalents | 13 | 1 | 11 |
Increase (decrease) in cash and cash equivalents | -16,524 | 4,337 | 40,436 |
Cash and cash equivalents at beginning of period | 56,960 | 5,212 | 0 |
Cash and cash equivalents at end of period | 40,436 | 9,549 | 40,436 |
Supplemental disclosure of cash flows information | ' | ' | ' |
Interest paid | 0 | 9 | 17 |
Income taxes paid | 22 | 10 | 32 |
Non-cash investing and financing transactions | ' | ' | ' |
Conversion of Series A preferred stock to common stock shares | 0 | 0 | 39 |
Exercise of derivative warrants | 790 | 596 | 11,447 |
Non cash acquisition of patents through issuance of common stock shares | 0 | 0 | 750 |
Conversion of derivative warrants into equity warrants | 3,918 | 0 | 3,918 |
Conversion of Series A Convertible Preferred stock, classified as mezzanine equity, into common stock, prior to the Merger | 0 | 76 | 76 |
Conversion of Series A Convertible Preferred stock, classified as mezzanine equity, into common stock, upon Merger | 0 | 1,724 | 1,724 |
Conversion of Series A Convertible Preferred stock, classified as equity, into common stock, post-Merger | 0 | 201 | 201 |
(1) Cash acquired as part of acquisition of Vringo | ' | ' | ' |
Working capital (excluding cash and cash equivalents) | ' | ' | 740 |
Long term deposit | ' | ' | -8 |
Fixed assets, net | ' | ' | -124 |
Goodwill | ' | ' | -65,965 |
Technology | ' | ' | -10,133 |
Fair value of Legal Parent's shares of common stock and vested $0.01 options | ' | ' | 58,211 |
Fair value of warrants and vested stock options | ' | ' | 17,443 |
Long-term liabilities | ' | ' | 3,162 |
Total Cash Acquired During Acquisition | ' | ' | $3,326 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Private Financing [Member] | ' | ' |
Issuance of stock, issuance costs | $0 | $52 |
Private Financing One [Member] | ' | ' |
Issuance of stock, issuance costs | $0 | $39 |
General
General | 9 Months Ended |
Sep. 30, 2013 | |
General [Abstract] | ' |
General | ' |
Note 1. General | |
Vringo, Inc., together with its consolidated subsidiaries (the “Company”), is engaged in the development and monetization of intellectual property worldwide. The Company's intellectual property portfolio consists of over 500 patents and patent applications covering telecom infrastructure, internet search and mobile technologies. The Company’s patents and patent applications have been developed internally and acquired from third parties. The Company operates a global platform for the distribution of mobile social applications and services it develops. | |
On July 19, 2012, Vringo, Inc., a Delaware corporation (“Vringo” or “Legal Parent”), closed a merger transaction (the “Merger”) with Innovate/Protect, Inc., a privately held Delaware corporation (“I/P”), pursuant to an Agreement and Plan of Merger, dated as of March 13, 2012 (the “Merger Agreement”), by and among Vringo, I/P and VIP Merger Sub, Inc., a wholly-owned subsidiary of Vringo (“Merger Sub”). Pursuant to the Merger Agreement, I/P became a wholly-owned subsidiary of Vringo through a merger of I/P with and into Merger Sub, and the former stockholders of I/P received shares of Vringo that constituted a majority of the outstanding shares of Vringo. | |
Immediately following the Merger, approximately 67.61% of the combined company was owned by I/P stockholders on a fully diluted basis, and as a result of this and other factors, I/P was deemed to be the acquiring company for accounting purposes and the transaction was accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Accordingly, the Company’s financial statements for periods prior to the Merger reflect the historical results of I/P, and the Company’s financial statements for all periods from July 19, 2012 reflect the results of the combined company. Unless specifically noted otherwise, as used throughout these consolidated financial statements, the term “Company” refers to the combined company after the Merger, and the business of I/P before the Merger. The terms I/P and Vringo or Legal Parent refer to such entities’ standalone businesses prior to the Merger. | |
Significant_Accounting_and_Rep
Significant Accounting and Reporting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting and Reporting Policies | ' | ||||||||||||||||
Note 2. Significant Accounting and Reporting Policies | |||||||||||||||||
(a) Basis of presentation | |||||||||||||||||
The accompanying consolidated financial statements include the accounts of the Legal Parent, I/P and their wholly-owned subsidiaries, and are presented in accordance with instructions to Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2012 included in the Company's Annual Report on Form 10-K. The results of operations for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||
(b) Development stage enterprise | |||||||||||||||||
The Company’s principal activities to date have been focused on development and enforcement of its intellectual property, and on the research and development of its products. To date, the Company has not generated significant revenues from its principal operations. Accordingly, the Company’s financial statements are presented as those of a development stage enterprise. | |||||||||||||||||
(c) Translation into U.S. dollars | |||||||||||||||||
The Company conducts significant transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected as non-operating income or expense in the statement of operations, as they arise. | |||||||||||||||||
(d) Use of estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include valuation of assets acquired and liabilities assumed as part of the Merger, useful lives of the Company’s tangible and intangible assets, valuation of its October 2012 Warrants and derivative warrants, valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties and other contingencies. | |||||||||||||||||
(e) Cash and cash equivalents | |||||||||||||||||
The Company invests its cash in commercial paper, money market deposits and money market funds with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments, in order to minimize credit risk and maintain high liquidity of funds. All highly liquid investments with original maturities of three months or less are considered cash equivalents. | |||||||||||||||||
(f) Revenue recognition | |||||||||||||||||
Revenue from patent licensing and enforcement, subscription services and software development is recognized if collection is probable, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. The Company uses management's best estimate of selling price for individual elements in multiple-element arrangements, where other sources of evidence are unavailable. | |||||||||||||||||
(g) Cost of revenue | |||||||||||||||||
Cost of revenue mainly includes expenses incurred in connection with the Company’s patent enforcement activities, such as legal fees, consulting costs, patent maintenance and other related expenses, as well as the amortization of acquired patents and technology. Legal costs incurred in connection with ongoing litigation are expensed as incurred. Cost of revenue also includes expenses directly related to providing mobile services in launched markets. In addition, these costs include royalty fees for content sales and amortization of prepaid content licenses. Cost of revenue does not include expenses related to product development, integration or support, as these are included in research and development expenses. | |||||||||||||||||
(h) Net loss per share data | |||||||||||||||||
Basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. Such dilutive shares consist of incremental shares that would be issued upon exercise of the Company’s derivative warrants. The table below presents the computation of basic and diluted net losses per common share for the periods presented: | |||||||||||||||||
Cumulative | |||||||||||||||||
from Inception | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | to September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Basic Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Basic Denominator: | |||||||||||||||||
Weighted average number of shares of common stock outstanding during the period | 83,450,697 | 48,437,587 | 82,757,899 | 25,493,415 | 46,229,656 | ||||||||||||
Weighted average number of penny stock options | 88,070 | 353,232 | 124,506 | 117,744 | 109,930 | ||||||||||||
Basic common stock shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Basic net loss per common stock share | $ | -0.13 | $ | -0.06 | $ | -0.4 | $ | -0.27 | $ | -1.23 | |||||||
Diluted Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Increase in net loss attributable to derivative warrants | -758 | $ | -7,240 | $ | -53 | $ | -7,240 | $ | -3,387 | ||||||||
Diluted net loss attributable to shares of common stock: | $ | -11,318 | $ | -10,364 | $ | -33,517 | $ | -14,076 | $ | -60,446 | |||||||
Diluted Denominator: | |||||||||||||||||
Basic common shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Weighted average number of derivative warrants outstanding during the period | 2,563,090 | 9,436,281 | 89,677 | 9,436,281 | 1,460,477 | ||||||||||||
Diluted common stock shares outstanding | 86,101,857 | 58,227,100 | 82,972,082 | 35,047,440 | 47,800,063 | ||||||||||||
Diluted net loss per common stock share | $ | -0.13 | $ | -0.18 | $ | -0.4 | $ | -0.4 | $ | -1.26 | |||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of September 30 of the applicable period, as they had an anti-dilutive impact: | |||||||||||||||||
Both vested and unvested options at $0.96-$5.50 exercise price, to purchase an equal number of shares of common stock of the Company | 10,225,387 | 9,160,429 | 10,225,387 | 9,160,429 | 10,225,387 | ||||||||||||
Unvested penny options to purchase an equal number of shares of common stock of the Company | — | 30,250 | — | 30,250 | — | ||||||||||||
Unvested RSUs to issue an equal number of shares of common stock of the Company | 2,411,771 | 3,126,667 | 2,411,771 | 3,126,667 | 2,411,771 | ||||||||||||
Common stock shares granted, but not yet vested | 45,762 | 108,625 | 45,762 | 108,625 | 45,762 | ||||||||||||
Warrants to purchase an equal number of shares of common stock of the Company | 15,829,262 | 12,814,533 | 18,289,611 | 12,814,533 | 15,115,357 | ||||||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share: | 28,512,182 | 25,240,504 | 30,972,531 | 25,240,504 | 27,798,277 | ||||||||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Intangible Assets | ' | |||||||||
Note 3. Intangible Assets | ||||||||||
As of September 30, | As of December 31, | Weighted average | ||||||||
2013 | 2012 | amortization period (years) | ||||||||
Acquired technology (see Note 5) | $ | 10,133 | $ | 10,133 | 6 | |||||
Patents | 26,794 | 26,694 | 8.5 | |||||||
Total | 36,927 | 36,827 | ||||||||
Less: accumulated amortization | -6,567 | -2,783 | ||||||||
$ | 30,360 | $ | 34,044 | |||||||
In June 2011, prior to the Merger, the Company’s subsidiary acquired patents from Lycos, Inc. The gross carrying amount of those patents is comprised of the original purchase price of $3,200 and $196 of associated patent acquisition costs. | ||||||||||
In August 2012, the Company purchased from Nokia Corporation a portfolio consisting of various patents and patent applications. The portfolio encompasses a broad range of technologies relating to telecom infrastructure, including communication management, data and signal transmission, mobility management, radio resources management and services. The total consideration paid for the portfolio was $22,000. In addition, the Company capitalized certain costs related to the acquisition of patents in the total amount of $548. Under the terms of the purchase agreement, to the extent that the gross revenue generated by such portfolio exceeds $22,000, the Company is obligated to pay a royalty of 35% of such excess. The Company has not recorded any amounts in respect of this contingent consideration, as both the amounts of future potential revenue, if any, and the timing of such revenue cannot be reliably estimated. | ||||||||||
In October 2012, the Company’s subsidiary entered into an additional patent purchase agreement. As partial consideration, the Company issued 160,600 shares of common stock to the seller with a fair value of $750. In addition, under the terms of the purchase agreement, 20% of the gross revenue collected will be payable to the seller as a royalty. The Company has not recorded any amounts in respect of this contingent consideration, as both the amounts of future potential revenue, if any, and the timing of such revenue cannot be reliably estimated. | ||||||||||
During the three and nine month periods ended September 30, 2013, the Company recorded amortization expense of $1,269 and $3,784, respectively. During the three and nine month periods ended September 30, 2012, the Company recorded amortization expense of $880 and $1,190, respectively. During the period from June 8, 2011 (“Inception”) through September 30, 2013, total amortization expense of $6,567 was recorded. Estimated amortization expense for each of the five succeeding years, based upon intangible assets owned at September 30, 2013 is as follows: | ||||||||||
Period ending December 31, | Amount | |||||||||
2013 (three months ending December 31, 2013) | $ | 1,257 | ||||||||
2014 | 5,009 | |||||||||
2015 | 5,009 | |||||||||
2016 | 4,618 | |||||||||
2017 and thereafter | 14,467 | |||||||||
$ | 30,360 | |||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Fair Value Measurements [Abstract] | ' | |||||||||||
Fair Value Measurements | ' | |||||||||||
Note 4. Fair Value Measurements | ||||||||||||
The Company measures fair value in accordance with ASC 820-10, “Fair Value Measurements and Disclosures” (formerly SFAS 157, “Fair Value Measurements”). ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received by selling an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820-10 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: | ||||||||||||
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||
Level 2 Inputs: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||
The Company measures its derivative liabilities at fair value. The Special Bridge Warrants, Conversion Warrants, Preferential Reload Warrants and majority of Series 1 Warrants (as they are defined in Note 6) are classified within Level 3 because they are valued using the Black-Scholes-Merton and the Monte-Carlo models (as these warrants include down-round protection clauses), which utilize significant inputs that are unobservable in the market. | ||||||||||||
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair-value hierarchy within which those measurements fall: | ||||||||||||
Fair value measurement at reporting date using | ||||||||||||
Quoted prices in | ||||||||||||
active markets | Significant other | Significant | ||||||||||
for identical | observable | unobservable | ||||||||||
Derivative liabilities on account of warrants | Balance | assets (Level 1) | inputs (Level 2) | inputs (Level 3) | ||||||||
As of September 30, 2013 | $ | 4,126 | — | — | $ | 4,126 | ||||||
As of December 31, 2012 | $ | 7,612 | — | — | $ | 7,612 | ||||||
In addition to the above, the Company’s financial instruments at September 30, 2013 and December 31, 2012 consisted of cash, cash equivalents, short-term investments, accounts receivable, accounts payable and long term deposits. The carrying amounts of all the aforementioned financial instruments approximate fair value. The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the period from Inception through September 30, 2013: | ||||||||||||
Level 3 | ||||||||||||
Balance at Inception | $ | — | ||||||||||
Balance at December 31, 2011 | — | |||||||||||
Derivative warrants issued to I/P’s shareholders in connection with the Merger, July 19, 2012 | 21,954 | |||||||||||
Fair value of derivative warrants issued by Legal Parent | 3,162 | |||||||||||
Fair value adjustment, prior to exercise of warrants, included in statement of operations | 156 | |||||||||||
Exercise of derivative warrants | -10,657 | |||||||||||
Fair value adjustment at end of period, included in statement of operations | -7,003 | |||||||||||
Balance at December 31, 2012 | 7,612 | |||||||||||
Net impact of removal of down-round clause in Series 1 Warrant (see Note 6) | -2,300 | |||||||||||
Fair value adjustment, prior to exercise of warrants, included in statement of operations | 15 | |||||||||||
Exercise of derivative warrants | -790 | |||||||||||
Fair value adjustment at end of period, included in statement of operations | -411 | |||||||||||
Balance at September 30, 2013 | $ | 4,126 | ||||||||||
Valuation processes for Level 3 Fair Value Measurements | ||||||||||||
Fair value measurement of the derivative liability on account of Special Bridge Warrants, Conversion Warrants, Preferential Reload Warrants and Series 1 Warrants (as defined in Note 6) fall within Level 3 of the fair value hierarchy. The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. | ||||||||||||
Description | Valuation technique | Unobservable inputs | Range | |||||||||
Volatility | 51.91% – 57.04% | |||||||||||
Risk free interest rate | 0.16% – 0.98% | |||||||||||
Special Bridge Warrants, Conversion Warrants, | Black-Scholes-Merton and the | Expected term, in years | 1.24 – 3.80 | |||||||||
Preferential Reload Warrants and the derivative Series 1 Warrants | Monte-Carlo models | Dividend yield | 0% | |||||||||
Probability and timing of down-round triggering event | 5% occurrence in December 2013 | |||||||||||
Sensitivity of Level 3 measurements to changes in significant unobservable inputs | ||||||||||||
The inputs to estimate the fair value of the Company’s derivative warrant liability are the current market price of the Company’s shares of common stock, the exercise price of the warrant, its remaining expected term, the volatility of the Company’s common stock market price, the Company’s estimations regarding the probability and timing of a down-round protection triggering event and the risk-free interest rate. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, a positive change in the market price of the Company’s common stock, and an increase in the volatility of the Company’s shares of common stock, or an increase in the remaining term of the warrant, or an increase of a probability of a down-round triggering event would each result in a directionally similar change in the estimated fair value of the Company’s warrants and thus an increase in the associated liability and vice-versa. An increase in the risk-free interest rate or a decrease in the positive differential between the warrant’s exercise price and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement of the warrants and thus a decrease in the associated liability. The Company has not, nor plans to, declare dividends on its shares of common stock, and thus, there is no change in the estimated fair value of the warrants due to the dividend assumption. | ||||||||||||
Business_Combination
Business Combination | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Business Combination | ' | |||||||||||||||||||
Note 5. Business Combination | ||||||||||||||||||||
On July 19, 2012, I/P consummated the Merger with the Legal Parent, as also described in Note 1. The consideration consisted of various equity instruments, including: shares of common stock, preferred stock, options and warrants. The purpose of the Merger was to increase the combined company's intellectual property portfolio and array of products, to gain access to capital markets, among other reasons. Upon completion of the Merger, (i) all then outstanding 6,169,661 common stock shares of I/P, par value $0.0001 per share, were exchanged for 18,617,569, shares of the Company’s common stock, par value $0.01 per share, and (ii) all then outstanding shares of Series A Convertible Preferred Stock of I/P, par value $0.0001 per share, were exchanged for 6,673 shares of the Legal Parent’s Series A Convertible Preferred Stock, par value $0.01 per share, which shares were convertible into 20,136,445 shares of common stock of the Legal Parent. In addition, the Legal Parent issued to the holders of I/P capital stock an aggregate of 15,959,838 warrants to purchase an aggregate of 15,959,838 shares of the Company’s common stock with an exercise price of $1.76 per share. The Company recorded such warrants as a derivative long-term liability in the total amount of $21,954. In addition, all outstanding and unexercised options to purchase I/P common stock, whether vested or unvested, were converted into 41,178 options to purchase the Company’s common stock. Immediately following the completion of the Merger, the former stockholders of I/P owned approximately 55.04% of the outstanding common stock of the combined company (or 67.61% of the outstanding shares of the Company’s common stock, calculated on a fully diluted basis), and the Legal Parent’s stockholders prior to the Merger owned approximately 44.96% of the outstanding common stock of the combined company (or 32.39% of the outstanding shares of its common stock calculated on a fully diluted basis). For accounting purposes, I/P was identified as the accounting “acquirer”, as it is defined in FASB Topic ASC 805. The total purchase price of $75,654 was allocated to the assets acquired and liabilities assumed of the Legal Parent. Registration and issuance cost, in the total amount of $463, was recorded against the additional paid-in capital. | ||||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Current assets, net of current liabilities | $ | 2,586 | ||||||||||||||||||
Long-term deposit | 8 | |||||||||||||||||||
Property and equipment | 124 | |||||||||||||||||||
Technology | 10,133 | |||||||||||||||||||
Goodwill | 65,965 | |||||||||||||||||||
Total assets acquired, net | 78,816 | |||||||||||||||||||
Fair value of outstanding warrants granted by Legal Parent prior to the Merger, classified as a long-term derivative liability | -3,162 | |||||||||||||||||||
Total liabilities assumed, net | -3,162 | |||||||||||||||||||
75,654 | ||||||||||||||||||||
Measurement of consideration: | ||||||||||||||||||||
Fair value of vested stock options granted to employees, management and consultants, classified as equity | 7,364 | |||||||||||||||||||
Fair value of outstanding warrants granted by the Legal Parent prior to the Merger, classified as equity | 10,079 | |||||||||||||||||||
Fair value of Vringo shares of common stock and vested penny options granted to employees, management and consultants | 58,211 | |||||||||||||||||||
Total estimated purchase price | $ | 75,654 | ||||||||||||||||||
The fair values of the identified intangible assets were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. The goodwill recognized as a result of the acquisition is primarily attributable to the value of the workforce and other intangible asset arising as a result of operational synergies, products, and similar factors which could not be separately identified. The useful life of the intangible assets for amortization purposes was determined considering the period of expected cash flows used to measure the fair value of the intangible assets adjusted as appropriate for the entity-specific factors including legal, regulatory, contractual, competitive economic or other factors that may limit the useful life of intangible assets. Goodwill recognized is not deductible for income tax purposes. Had the acquisition taken place on Inception, the revenue in the consolidated statement of operations and the consolidated net loss would have been as follows: | ||||||||||||||||||||
Cumulative from Inception | Nine month period ended | Three month period ended | ||||||||||||||||||
to September 30, 2013 | September 30, 2012 | September 30, 2012 | ||||||||||||||||||
Revenue | Net Loss | Revenue | Net Loss | Revenue | Net Loss | |||||||||||||||
Total amount | $ | 2,285 | $ | -73,855 | $ | 487 | $ | -18,298 | $ | 281 | $ | -6,632 | ||||||||
The pro forma adjustment consists of amortization of acquired technology. The amortization, for the period from Inception through September 30, 2013 would have been $3,964. The amortization for the three and nine month period ended September 30, 2012 would have been $422 and $1,267, respectively. The above pro forma disclosure excludes the possible impact of valuation of equity and derivative instruments valued in connection with the Merger. | ||||||||||||||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||||
Stockholders' Equity | ' | |||||||||||||||||||||
Note 6. Stockholders’ Equity | ||||||||||||||||||||||
Pre-Merger common stock share amounts and balance sheet disclosures were retrospectively restated to reflect Vringo’s equity instruments after the Merger. | ||||||||||||||||||||||
(a) Common Stock | ||||||||||||||||||||||
The following table summarizes information about the Company's issued and outstanding common stock from Inception through September 30, 2013: | ||||||||||||||||||||||
Shares of common stock | ||||||||||||||||||||||
Balance as of June 8, 2011 (Inception) | — | |||||||||||||||||||||
Grant of shares at less than fair value to officers, directors and consultants | 8,768,014 | |||||||||||||||||||||
Issuance of shares of common stock | 8,204,963 | |||||||||||||||||||||
Balance as of December 31, 2011 | 16,972,977 | |||||||||||||||||||||
Conversion of Series A Preferred Convertible Preferred stock, classified as mezzanine equity | 890,192 | |||||||||||||||||||||
Grant of shares to consultants | 265,000 | |||||||||||||||||||||
Legal Parent’s shares of common stock, recorded upon Merger | 15,206,118 | |||||||||||||||||||||
Exercise of 250,000 warrants, issued and exercised prior to the Merger | 754,400 | |||||||||||||||||||||
Post-Merger exercise of warrants | 6,832,150 | |||||||||||||||||||||
Exercise of stock options and vesting of RSUs | 726,346 | |||||||||||||||||||||
Conversion of Series A Preferred Convertible Preferred stock, classified as equity | 20,136,445 | |||||||||||||||||||||
Issuance of shares of common stock in connection with $31,148 received in a private financing round, net of issuance cost of $52 | 9,600,000 | |||||||||||||||||||||
Issuance of shares of common stock in connection with $44,962 received in a private financing round, net of issuance cost of $39 | 10,344,998 | |||||||||||||||||||||
Shares issued for acquisition of patents, see Note 3 | 160,600 | |||||||||||||||||||||
Balance as of December 31, 2012 | 81,889,226 | |||||||||||||||||||||
Exercise of warrants | 421,493 | |||||||||||||||||||||
Exercise of stock options and vesting of RSUs | 1,810,005 | |||||||||||||||||||||
Balance as of September 30, 2013 | 84,120,724 | |||||||||||||||||||||
(b) Equity Incentive Plan | ||||||||||||||||||||||
In August 2011, I/P adopted its 2011 Equity and Performance Incentive Plan (the “I/P 2011 Plan”). The I/P 2011 Plan provided for the issuance of stock options and restricted stock to the Company’s directors, employees and consultants. Cancelled, expired or forfeited grants may be reissued under the I/P 2011 Plan. The number of shares available under I/P 2011 Plan was subject to adjustments for certain changes. Following the Merger with the Legal Parent, the I/P 2011 Plan was assumed by the Company. | ||||||||||||||||||||||
On July 19, 2012, following the Merger with the Legal Parent, the Company’s stockholders approved the 2012 Employee, Director and Consultant Equity Incentive Plan (“2012 Plan”), replacing the existing 2006 Stock Option Plan of the Legal Parent, and the remaining 9,100,000 authorized shares thereunder were cancelled. The Company’s 2012 Plan was approved in order to ensure full compliance with legal and tax requirements under U.S. law. The number of shares subject to the 2012 Plan is the sum of: (i) 15,600,000 shares of common stock, which constitutes 6,500,000 new shares and 9,100,000 previously authorized but unissued shares under the 2006 Stock Option Plan and (ii) any shares of common stock that are represented by awards granted under the Legal Parent’s 2006 Stock Option Plan that are forfeited, expired or are cancelled without delivery of shares of common stock or which result in the forfeiture of shares of common stock back to the Company, or the equivalent of such number of shares after the administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with the 2012 Plan; provided, however, that no more than 3,200,000 shares shall be added to the 2012 Plan. As of September 30, 2013, 4,802,211 shares were available for future grants under the 2012 Plan. | ||||||||||||||||||||||
(c) Stock options and RSUs | ||||||||||||||||||||||
The following table illustrates the common stock options granted for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
Title | Grant date | No. of | Exercise price | Share price at | Vesting terms | Assumptions used in Black-Scholes option pricing | ||||||||||||||||
options | grant date | model | ||||||||||||||||||||
Management, Directors and Employees | January-September 2013 | 3,090,833 | $2.85-$3.24 | $2.85-$3.24 | Over 0.67-3 years | Volatility | 61.93%-70.51% | |||||||||||||||
Risk free interest rate | 0.85%-2.06% | |||||||||||||||||||||
Expected term, in years | 5.71-10.00 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Consultants | January-June 2013 | 132,500 | $2.90-$3.30 | $2.90-$3.30 | Over 0-2.5 years | Volatility | 63.87%-65.96% | |||||||||||||||
Risk free interest rate | 2.16%-2.62% | |||||||||||||||||||||
Remaining expected term, in years | 9.25-9.75 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
The following table illustrates the RSUs granted for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
Title | Grant date | No. of RSUs | Exercise price | Share price at grant | Vesting terms | |||||||||||||||||
date | ||||||||||||||||||||||
Management, directors and employees | February-May 2013 | 656,250 | — | $2.95-$3.18 | Over 0.67-3 years | |||||||||||||||||
Consultants | Jan-13 | 33,000 | — | $3.26 | Over 0.75 years | |||||||||||||||||
Certain options granted to officers, directors and certain key employees are subject to acceleration of vesting of 75% - 100% (according to the agreement signed with each optionee), upon a subsequent change of control. | ||||||||||||||||||||||
The following table summarizes information about RSU and stock option activity for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
RSUs | Options | |||||||||||||||||||||
No. of | Weighted average | No. of | Weighted average | Exercise price | Weighted average | |||||||||||||||||
RSUs | grant date fair | options | exercise price | range | grant date fair | |||||||||||||||||
value | value | |||||||||||||||||||||
Outstanding at January 1, 2013 | 3,125,000 | $ | 3.72 | 9,149,105 | $ | 3.33 | $0.01 – $5.50 | $ | 2.57 | |||||||||||||
Granted | 689,250 | $ | 3.17 | 3,223,333 | $ | 3.14 | $2.85 – $3.30 | $ | 2.22 | |||||||||||||
Vested/Exercised | -1,092,270 | $ | 3.62 | -717,735 | $ | 1.36 | $0.01 – $3.18 | $ | 2.96 | |||||||||||||
Forfeited | -310,209 | $ | 3.66 | -417,821 | $ | 3.51 | $0.01 – $5.50 | $ | 2.44 | |||||||||||||
Expired | — | — | -954,868 | $ | 5.04 | $0.01 – $5.50 | $ | 1.58 | ||||||||||||||
Outstanding at September 30, 2013 | 2,411,771 | $ | 3.61 | 10,282,014 | $ | 3.24 | $0.01 – $5.50 | $ | 2.53 | |||||||||||||
Exercisable at September 30, 2013 | — | — | 5,099,098 | $ | 3.04 | $0.01 – $5.50 | ||||||||||||||||
The Company cumulatively did not create tax benefits related to its stock-based compensation due to a full valuation allowance. | ||||||||||||||||||||||
(d) Warrants | ||||||||||||||||||||||
The following table summarizes information about warrant activity for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
No. of warrants | Weighted average | Exercise | ||||||||||||||||||||
exercise price | price range | |||||||||||||||||||||
Outstanding at January 1, 2013 | 18,863,261 | $ | 3.11 | $0.94 – $5.06 | ||||||||||||||||||
Exercised | -421,493 | $ | 1.34 | $0.94 – $1.76 | ||||||||||||||||||
Outstanding at September 30, 2013 | 18,441,768 | $ | 3.15 | $0.94 – $5.06 | ||||||||||||||||||
The Company’s outstanding warrants consisted of the following: | ||||||||||||||||||||||
(1) Series 1 and Series 2 Warrants | ||||||||||||||||||||||
As part of the Merger, on July 19, 2012, the Legal Parent issued to I/P’s stockholders 8,299,115 warrants at an exercise price of $1.76 per share and contractual term of 5 years (“Series 1 Warrant”). These warrants bear down-round protection clauses and as a result, they were initially classified as a long-term derivative liability and recorded at fair value. In addition, I/P’s stockholders received another 7,660,722 warrants at an exercise price of $1.76 per share and contractual term of 5 years (“Series 2 Warrant”). As the Series 2 Warrants do not have down-round protection clauses, they were classified as equity. | ||||||||||||||||||||||
As part of the issuance of October 2012 Warrants, the down-round protection clause in 2,173,852 then outstanding Series 1 Warrants was removed. Because such warrants were no longer subject to down-round protection they were re-measured at fair value and classified as equity instruments. The overall impact of the removal of the down-round warrant protection, which was not material, was recorded during the nine month period ended September 30, 2013. As a result, during the nine month period ended September 30, 2013 the Company recorded an additional non-operating expense of $1,617, and re-classified $3,918 from derivative liabilities on account of warrants to stockholders’ equity. | ||||||||||||||||||||||
During the nine month period ended September 30, 2013, 152,157 Series 1 Warrants and 45,190 Series 2 Warrants were exercised. From Inception and through September 30, 2013, 4,807,257 Series 1 Warrants and 1,326,060 Series 2 Warrants were exercised. | ||||||||||||||||||||||
(2) Conversion Warrants, Special Bridge Warrants and Reload Warrants | ||||||||||||||||||||||
On July 19, 2012, the date of the Merger, Legal Parent’s outstanding warrants included: (i) 148,390 derivative warrants, at an exercise price of $0.94 per share, with a remaining contractual term of 2.44 years (the “Special Bridge Warrants”); (ii) 101,445 derivative warrants, at an exercise price of $0.94 per share, with a remaining contractual term of 2.44 years (the “Conversion Warrants”); (iii) 887,330 derivative warrants, at an exercise price of $1.76 per share, with a remaining contractual term of 4.55 years (the “Preferential Reload Warrants”); and (iv) 814,408 warrants, classified as equity, at an exercise price of $1.76 per share, with a remaining contractual term of 4.55 years (the “non-Preferential Reload Warrants”). During both the nine month period ended September 30, 2013, and from Inception through September 30, 2013, 127,192 Special Bridge Warrants and 86,954 Conversion Warrants were exercised. During the nine month period ended September 30, 2013, 10,000 non-Preferential Reload Warrants were exercised. From Inception and through September 30, 2013, 179,520 non-Preferential Reload Warrants and 726,721 Preferential Reload Warrants were exercised. | ||||||||||||||||||||||
(3) Initial Public Offering Warrants | ||||||||||||||||||||||
Upon completion of its initial public offering, in June 2010, the Legal Parent issued 4,784,000 warrants at an exercise price of $5.06 per share. These warrants are publicly traded and are exercisable until June 21, 2015, at an exercise price of $5.06 per share. As of September 30, 2013, all of these warrants were outstanding and classified as equity instruments. | ||||||||||||||||||||||
(4) October 2012 Warrants | ||||||||||||||||||||||
On October 12, 2012, the Company entered into an agreement with certain of its warrant holders, pursuant to which, on October 23 and 24, 2012, the holders exercised in cash 3,721,062 of their outstanding warrants, with an exercise price of $1.76 per share. In exchange, the Company granted such warrant holders unregistered warrants of the Company to purchase an aggregate of 3,000,000 shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $5.06 per share (the “October 2012 Warrants”). The contractual life of these warrants is 2.66 years and because such warrants do not bear any down-round protection clauses they were classified as equity instruments. October 2012 Warrants were valued using the following assumptions: volatility: 68.1%, share price: $3.50-$3.77, risk free interest rate: 0.724% and dividend yield: 0%. The fair value of warrants issued in exchange for the exercise of the Company’s derivative warrants was accounted for as an inducement, therefore an amount of $2,883, was recorded as a non-operating expense. As of September 30, 2013, all October 2012 warrants were outstanding. | ||||||||||||||||||||||
Revenue_from_Settlement_and_Li
Revenue from Settlement and Licensing Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Revenue from Settlement and Licensing Agreement [Abstract] | ' |
Revenue from Settlement and Licensing Agreement | ' |
Note 7. Revenue from Settlement and Licensing Agreement | |
On May 30, 2013, the Company’s subsidiary entered into a settlement and license agreement with Microsoft Corporation to resolve its patent litigation pending in the U.S. District Court for the Southern District of New York (I/P Engine, Inc. v. Microsoft Corporation, Case No. 1:13-cv-00688 (SDNY)). According to the agreement, Microsoft Corporation paid the Company $1,000 and agreed to pay 5% of any future amount Google pays for its use of the patents acquired from Lycos. The parties also agreed to a limitation on Microsoft Corporation's total liability, which would not impact the Company unless the amounts received from Google substantially exceed the judgment previously awarded. In addition, the parties also entered into a patent assignment agreement, pursuant to which Microsoft Corporation assigned six patents to I/P Engine. The assigned patents relate to telecommunications, data management, and other technology areas. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Note 8. Commitments and Contingencies | |||||
(a) Litigation and legal proceedings | |||||
The Company retains the services of professional service providers, including law firms that specialize in intellectual property licensing, enforcement and patent law. These service providers are often retained on an hourly, monthly, project, contingent or a blended fee basis. In contingency fee arrangements, a portion of the legal fee is based on predetermined milestones or the Company’s actual collection of funds. The Company accrues contingent fees when it is probable that the milestones will be achieved and the fees can be reasonably estimated. | |||||
From October 2012 through October 7, 2013, the Company’s subsidiaries filed patent infringement lawsuits against the subsidiaries of ZTE Corporation in the United Kingdom, France, Germany and Australia and against ASUSTeK Computer, Inc. and ASUS Computer GmbH in Germany. | |||||
In such jurisdictions, an unsuccessful plaintiff may be required to pay a portion of the other party’s legal fees. Pursuant to negotiation with ZTE’s United Kingdom subsidiary, the Company placed two guarantees, in November 2012 and May 2013, to ensure payment should a liability by Vringo Infrastructure arise as a result of the two cases it filed. Defendants estimated the total possible liability to be no more than $2,900 for each case. | |||||
In addition, the Company may be required to grant additional guarantees, as necessary, in connection with its commenced proceedings against ZTE Corporation and its subsidiaries in Europe and Australia. It should be noted, however, that if the Company were successful on any court applications or the entirety of any litigation, ZTE Corporation would be responsible for a substantial portion of the Company’s legal fees. | |||||
(b) Leases | |||||
The Company has entered into various operating lease agreements. Rent expense, which is primarily for its office spaces, for the nine month periods ended September 30, 2013 and 2012, was $175 and $62, respectively. Rent expense for the three month periods ended September 30, 2013 and 2012 was $68 and $40, respectively. The cumulative expense for the period from Inception until September 30, 2013, was $306. | |||||
Future minimum lease payments under non-cancelable operating leases for office space, as of September 30, 2013, are as follows: | |||||
Period ending December 31, | Amount | ||||
2013 (three months ending December 31, 2013) | $ | 56 | |||
2014 | 179 | ||||
2015 | 104 | ||||
$ | 339 | ||||
Risks_and_Uncertainties
Risks and Uncertainties | 9 Months Ended | ||
Sep. 30, 2013 | |||
Risks and Uncertainties [Abstract] | ' | ||
Risks and Uncertainties | ' | ||
Note 9. Risks and Uncertainties | |||
(a) | New legislation, regulations or rulings that impact the patent enforcement process or the rights of patent holders, could negatively affect the Company’s current business model. For example, limitations on the ability to bring patent enforcement claims, limitations on potential liability for patent infringement, lower evidentiary standards for invalidating patents, increases in the cost to resolve patent disputes and other similar developments could negatively affect the Company’s ability to assert its patent or other intellectual property rights. | ||
(b) | As part of the Company’s ongoing legal proceedings, the validity and/or enforceability of its patents is often challenged in a court or an administrative proceeding, as it is almost universal practice for the defendant in a patent litigation to seek to challenge the validity of the patent asserted in the same or a parallel proceeding and/or in an administrative proceedings before the relevant jurisdiction’s patent office. Currently, several of the Company’s patents are being challenged in several jurisdictions. | ||
(c) | Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. The Company maintains its cash, cash equivalents and short-term investments with various major financial institutions. These major financial institutions are located in the United States, Germany and Israel, and the Company’s policy is designed to limit exposure to any one institution. | ||
(d) | A portion of the Company’s expenses are denominated in NIS, British Pound and Euro. If the value of the U.S. dollar weakens against the value of these currencies, there will be a negative impact on the Company’s operating costs. In addition, the Company is subject to the risk of exchange rate fluctuations to the extent it holds monetary assets and liabilities in these currencies. | ||
Significant_Accounting_and_Rep1
Significant Accounting and Reporting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of presentation | ' | ||||||||||||||||
(a) Basis of presentation | |||||||||||||||||
The accompanying consolidated financial statements include the accounts of the Legal Parent, I/P and their wholly-owned subsidiaries, and are presented in accordance with instructions to Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2012 included in the Company's Annual Report on Form 10-K. The results of operations for the three and nine month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the entire fiscal year or for any other interim period. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||
Development stage enterprise | ' | ||||||||||||||||
(b) Development stage enterprise | |||||||||||||||||
The Company’s principal activities to date have been focused on development and enforcement of its intellectual property, and on the research and development of its products. To date, the Company has not generated significant revenues from its principal operations. Accordingly, the Company’s financial statements are presented as those of a development stage enterprise. | |||||||||||||||||
Translation into U.S. dollars | ' | ||||||||||||||||
(c) Translation into U.S. dollars | |||||||||||||||||
The Company conducts significant transactions in foreign currencies, which are recorded at the exchange rate as of the transaction date. All exchange gains and losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected as non-operating income or expense in the statement of operations, as they arise. | |||||||||||||||||
Use of estimates | ' | ||||||||||||||||
(d) Use of estimates | |||||||||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include valuation of assets acquired and liabilities assumed as part of the Merger, useful lives of the Company’s tangible and intangible assets, valuation of its October 2012 Warrants and derivative warrants, valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties and other contingencies. | |||||||||||||||||
Cash and cash equivalents | ' | ||||||||||||||||
(e) Cash and cash equivalents | |||||||||||||||||
The Company invests its cash in commercial paper, money market deposits and money market funds with financial institutions. The Company has established guidelines relating to diversification and maturities of its investments, in order to minimize credit risk and maintain high liquidity of funds. All highly liquid investments with original maturities of three months or less are considered cash equivalents. | |||||||||||||||||
Revenue recognition | ' | ||||||||||||||||
(f) Revenue recognition | |||||||||||||||||
Revenue from patent licensing and enforcement, subscription services and software development is recognized if collection is probable, persuasive evidence of an arrangement exists, the sales price is fixed or determinable and delivery of the service has been rendered. The Company uses management's best estimate of selling price for individual elements in multiple-element arrangements, where other sources of evidence are unavailable. | |||||||||||||||||
Cost of revenue | ' | ||||||||||||||||
(g) Cost of revenue | |||||||||||||||||
Cost of revenue mainly includes expenses incurred in connection with the Company’s patent enforcement activities, such as legal fees, consulting costs, patent maintenance and other related expenses, as well as the amortization of acquired patents and technology. Legal costs incurred in connection with ongoing litigation are expensed as incurred. Cost of revenue also includes expenses directly related to providing mobile services in launched markets. In addition, these costs include royalty fees for content sales and amortization of prepaid content licenses. Cost of revenue does not include expenses related to product development, integration or support, as these are included in research and development expenses. | |||||||||||||||||
Net loss per share data | ' | ||||||||||||||||
(h) Net loss per share data | |||||||||||||||||
Basic net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss for the period by the weighted-average number of shares of common stock plus dilutive potential common stock considered outstanding during the period. Such dilutive shares consist of incremental shares that would be issued upon exercise of the Company’s derivative warrants. The table below presents the computation of basic and diluted net losses per common share for the periods presented: | |||||||||||||||||
Cumulative | |||||||||||||||||
from Inception | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | to September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Basic Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Basic Denominator: | |||||||||||||||||
Weighted average number of shares of common stock outstanding during the period | 83,450,697 | 48,437,587 | 82,757,899 | 25,493,415 | 46,229,656 | ||||||||||||
Weighted average number of penny stock options | 88,070 | 353,232 | 124,506 | 117,744 | 109,930 | ||||||||||||
Basic common stock shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Basic net loss per common stock share | $ | -0.13 | $ | -0.06 | $ | -0.4 | $ | -0.27 | $ | -1.23 | |||||||
Diluted Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Increase in net loss attributable to derivative warrants | -758 | $ | -7,240 | $ | -53 | $ | -7,240 | $ | -3,387 | ||||||||
Diluted net loss attributable to shares of common stock: | $ | -11,318 | $ | -10,364 | $ | -33,517 | $ | -14,076 | $ | -60,446 | |||||||
Diluted Denominator: | |||||||||||||||||
Basic common shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Weighted average number of derivative warrants outstanding during the period | 2,563,090 | 9,436,281 | 89,677 | 9,436,281 | 1,460,477 | ||||||||||||
Diluted common stock shares outstanding | 86,101,857 | 58,227,100 | 82,972,082 | 35,047,440 | 47,800,063 | ||||||||||||
Diluted net loss per common stock share | $ | -0.13 | $ | -0.18 | $ | -0.4 | $ | -0.4 | $ | -1.26 | |||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of September 30 of the applicable period, as they had an anti-dilutive impact: | |||||||||||||||||
Both vested and unvested options at $0.96-$5.50 exercise price, to purchase an equal number of shares of common stock of the Company | 10,225,387 | 9,160,429 | 10,225,387 | 9,160,429 | 10,225,387 | ||||||||||||
Unvested penny options to purchase an equal number of shares of common stock of the Company | — | 30,250 | — | 30,250 | — | ||||||||||||
Unvested RSUs to issue an equal number of shares of common stock of the Company | 2,411,771 | 3,126,667 | 2,411,771 | 3,126,667 | 2,411,771 | ||||||||||||
Common stock shares granted, but not yet vested | 45,762 | 108,625 | 45,762 | 108,625 | 45,762 | ||||||||||||
Warrants to purchase an equal number of shares of common stock of the Company | 15,829,262 | 12,814,533 | 18,289,611 | 12,814,533 | 15,115,357 | ||||||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share: | 28,512,182 | 25,240,504 | 30,972,531 | 25,240,504 | 27,798,277 | ||||||||||||
Significant_Accounting_and_Rep2
Significant Accounting and Reporting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Computation of Basic and Diluted Net Losses Per Common Share | ' | ||||||||||||||||
The table below presents the computation of basic and diluted net losses per common share for the periods presented: | |||||||||||||||||
Cumulative | |||||||||||||||||
from Inception | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | to September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||||
Basic Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Basic Denominator: | |||||||||||||||||
Weighted average number of shares of common stock outstanding during the period | 83,450,697 | 48,437,587 | 82,757,899 | 25,493,415 | 46,229,656 | ||||||||||||
Weighted average number of penny stock options | 88,070 | 353,232 | 124,506 | 117,744 | 109,930 | ||||||||||||
Basic common stock shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Basic net loss per common stock share | $ | -0.13 | $ | -0.06 | $ | -0.4 | $ | -0.27 | $ | -1.23 | |||||||
Diluted Numerator: | |||||||||||||||||
Net loss attributable to shares of common stock | $ | -10,560 | $ | -3,124 | $ | -33,464 | $ | -6,836 | $ | -57,059 | |||||||
Increase in net loss attributable to derivative warrants | -758 | $ | -7,240 | $ | -53 | $ | -7,240 | $ | -3,387 | ||||||||
Diluted net loss attributable to shares of common stock: | $ | -11,318 | $ | -10,364 | $ | -33,517 | $ | -14,076 | $ | -60,446 | |||||||
Diluted Denominator: | |||||||||||||||||
Basic common shares outstanding | 83,538,767 | 48,790,819 | 82,882,405 | 25,611,159 | 46,339,586 | ||||||||||||
Weighted average number of derivative warrants outstanding during the period | 2,563,090 | 9,436,281 | 89,677 | 9,436,281 | 1,460,477 | ||||||||||||
Diluted common stock shares outstanding | 86,101,857 | 58,227,100 | 82,972,082 | 35,047,440 | 47,800,063 | ||||||||||||
Diluted net loss per common stock share | $ | -0.13 | $ | -0.18 | $ | -0.4 | $ | -0.4 | $ | -1.26 | |||||||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of September 30 of the applicable period, as they had an anti-dilutive impact: | |||||||||||||||||
Both vested and unvested options at $0.96-$5.50 exercise price, to purchase an equal number of shares of common stock of the Company | 10,225,387 | 9,160,429 | 10,225,387 | 9,160,429 | 10,225,387 | ||||||||||||
Unvested penny options to purchase an equal number of shares of common stock of the Company | — | 30,250 | — | 30,250 | — | ||||||||||||
Unvested RSUs to issue an equal number of shares of common stock of the Company | 2,411,771 | 3,126,667 | 2,411,771 | 3,126,667 | 2,411,771 | ||||||||||||
Common stock shares granted, but not yet vested | 45,762 | 108,625 | 45,762 | 108,625 | 45,762 | ||||||||||||
Warrants to purchase an equal number of shares of common stock of the Company | 15,829,262 | 12,814,533 | 18,289,611 | 12,814,533 | 15,115,357 | ||||||||||||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share: | 28,512,182 | 25,240,504 | 30,972,531 | 25,240,504 | 27,798,277 | ||||||||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||
Components of Finite-Lived Intangible Assets | ' | |||||||||
As of September 30, | As of December 31, | Weighted average | ||||||||
2013 | 2012 | amortization period (years) | ||||||||
Acquired technology (see Note 5) | $ | 10,133 | $ | 10,133 | 6 | |||||
Patents | 26,794 | 26,694 | 8.5 | |||||||
Total | 36,927 | 36,827 | ||||||||
Less: accumulated amortization | -6,567 | -2,783 | ||||||||
$ | 30,360 | $ | 34,044 | |||||||
Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||
Estimated amortization expense for each of the five succeeding years, based upon intangible assets owned at September 30, 2013 is as follows: | ||||||||||
Period ending December 31, | Amount | |||||||||
2013 (three months ending December 31, 2013) | $ | 1,257 | ||||||||
2014 | 5,009 | |||||||||
2015 | 5,009 | |||||||||
2016 | 4,618 | |||||||||
2017 and thereafter | 14,467 | |||||||||
$ | 30,360 | |||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Fair Value Measurements [Abstract] | ' | |||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | |||||||||||
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2013 and December 31, 2012, aggregated by the level in the fair-value hierarchy within which those measurements fall: | ||||||||||||
Fair value measurement at reporting date using | ||||||||||||
Quoted prices in | ||||||||||||
active markets | Significant other | Significant | ||||||||||
for identical | observable | unobservable | ||||||||||
Derivative liabilities on account of warrants | Balance | assets (Level 1) | inputs (Level 2) | inputs (Level 3) | ||||||||
As of September 30, 2013 | $ | 4,126 | — | — | $ | 4,126 | ||||||
As of December 31, 2012 | $ | 7,612 | — | — | $ | 7,612 | ||||||
Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs | ' | |||||||||||
The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the period from Inception through September 30, 2013: | ||||||||||||
Level 3 | ||||||||||||
Balance at Inception | $ | — | ||||||||||
Balance at December 31, 2011 | — | |||||||||||
Derivative warrants issued to I/P’s shareholders in connection with the Merger, July 19, 2012 | 21,954 | |||||||||||
Fair value of derivative warrants issued by Legal Parent | 3,162 | |||||||||||
Fair value adjustment, prior to exercise of warrants, included in statement of operations | 156 | |||||||||||
Exercise of derivative warrants | -10,657 | |||||||||||
Fair value adjustment at end of period, included in statement of operations | -7,003 | |||||||||||
Balance at December 31, 2012 | 7,612 | |||||||||||
Net impact of removal of down-round clause in Series 1 Warrant (see Note 6) | -2,300 | |||||||||||
Fair value adjustment, prior to exercise of warrants, included in statement of operations | 15 | |||||||||||
Exercise of derivative warrants | -790 | |||||||||||
Fair value adjustment at end of period, included in statement of operations | -411 | |||||||||||
Balance at September 30, 2013 | $ | 4,126 | ||||||||||
Fair Value Measurements Based Upon Sensitivity and Nature of Inputs | ' | |||||||||||
The fair value measurements are evaluated by management to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. | ||||||||||||
Description | Valuation technique | Unobservable inputs | Range | |||||||||
Volatility | 51.91% – 57.04% | |||||||||||
Risk free interest rate | 0.16% – 0.98% | |||||||||||
Special Bridge Warrants, Conversion Warrants, | Black-Scholes-Merton and the | Expected term, in years | 1.24 – 3.80 | |||||||||
Preferential Reload Warrants and the derivative Series 1 Warrants | Monte-Carlo models | Dividend yield | 0% | |||||||||
Probability and timing of down-round triggering event | 5% occurrence in December 2013 | |||||||||||
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||
Components of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||||||
Allocation of purchase price | ||||||||||||||||||||
Current assets, net of current liabilities | $ | 2,586 | ||||||||||||||||||
Long-term deposit | 8 | |||||||||||||||||||
Property and equipment | 124 | |||||||||||||||||||
Technology | 10,133 | |||||||||||||||||||
Goodwill | 65,965 | |||||||||||||||||||
Total assets acquired, net | 78,816 | |||||||||||||||||||
Fair value of outstanding warrants granted by Legal Parent prior to the Merger, classified as a long-term derivative liability | -3,162 | |||||||||||||||||||
Total liabilities assumed, net | -3,162 | |||||||||||||||||||
75,654 | ||||||||||||||||||||
Measurement of consideration: | ||||||||||||||||||||
Fair value of vested stock options granted to employees, management and consultants, classified as equity | 7,364 | |||||||||||||||||||
Fair value of outstanding warrants granted by the Legal Parent prior to the Merger, classified as equity | 10,079 | |||||||||||||||||||
Fair value of Vringo shares of common stock and vested penny options granted to employees, management and consultants | 58,211 | |||||||||||||||||||
Total estimated purchase price | $ | 75,654 | ||||||||||||||||||
Business Acquisition, Pro Forma Information | ' | |||||||||||||||||||
Had the acquisition taken place on Inception, the revenue in the consolidated statement of operations and the consolidated net loss would have been as follows: | ||||||||||||||||||||
Cumulative from Inception | Nine month period ended | Three month period ended | ||||||||||||||||||
to September 30, 2013 | September 30, 2012 | September 30, 2012 | ||||||||||||||||||
Revenue | Net Loss | Revenue | Net Loss | Revenue | Net Loss | |||||||||||||||
Total amount | $ | 2,285 | $ | -73,855 | $ | 487 | $ | -18,298 | $ | 281 | $ | -6,632 | ||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||
Components of Common Stock Outstanding | ' | |||||||||||||||||||||
The following table summarizes information about the Company's issued and outstanding common stock from Inception through September 30, 2013: | ||||||||||||||||||||||
Shares of common stock | ||||||||||||||||||||||
Balance as of June 8, 2011 (Inception) | — | |||||||||||||||||||||
Grant of shares at less than fair value to officers, directors and consultants | 8,768,014 | |||||||||||||||||||||
Issuance of shares of common stock | 8,204,963 | |||||||||||||||||||||
Balance as of December 31, 2011 | 16,972,977 | |||||||||||||||||||||
Conversion of Series A Preferred Convertible Preferred stock, classified as mezzanine equity | 890,192 | |||||||||||||||||||||
Grant of shares to consultants | 265,000 | |||||||||||||||||||||
Legal Parent’s shares of common stock, recorded upon Merger | 15,206,118 | |||||||||||||||||||||
Exercise of 250,000 warrants, issued and exercised prior to the Merger | 754,400 | |||||||||||||||||||||
Post-Merger exercise of warrants | 6,832,150 | |||||||||||||||||||||
Exercise of stock options and vesting of RSUs | 726,346 | |||||||||||||||||||||
Conversion of Series A Preferred Convertible Preferred stock, classified as equity | 20,136,445 | |||||||||||||||||||||
Issuance of shares of common stock in connection with $31,148 received in a private financing round, net of issuance cost of $52 | 9,600,000 | |||||||||||||||||||||
Issuance of shares of common stock in connection with $44,962 received in a private financing round, net of issuance cost of $39 | 10,344,998 | |||||||||||||||||||||
Shares issued for acquisition of patents, see Note 3 | 160,600 | |||||||||||||||||||||
Balance as of December 31, 2012 | 81,889,226 | |||||||||||||||||||||
Exercise of warrants | 421,493 | |||||||||||||||||||||
Exercise of stock options and vesting of RSUs | 1,810,005 | |||||||||||||||||||||
Balance as of September 30, 2013 | 84,120,724 | |||||||||||||||||||||
Stock Options and Restricted Stock Units Activity | ' | |||||||||||||||||||||
The following table summarizes information about RSU and stock option activity for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
RSUs | Options | |||||||||||||||||||||
No. of | Weighted average | No. of | Weighted average | Exercise price | Weighted average | |||||||||||||||||
RSUs | grant date fair | options | exercise price | range | grant date fair | |||||||||||||||||
value | value | |||||||||||||||||||||
Outstanding at January 1, 2013 | 3,125,000 | $ | 3.72 | 9,149,105 | $ | 3.33 | $0.01 – $5.50 | $ | 2.57 | |||||||||||||
Granted | 689,250 | $ | 3.17 | 3,223,333 | $ | 3.14 | $2.85 – $3.30 | $ | 2.22 | |||||||||||||
Vested/Exercised | -1,092,270 | $ | 3.62 | -717,735 | $ | 1.36 | $0.01 – $3.18 | $ | 2.96 | |||||||||||||
Forfeited | -310,209 | $ | 3.66 | -417,821 | $ | 3.51 | $0.01 – $5.50 | $ | 2.44 | |||||||||||||
Expired | — | — | -954,868 | $ | 5.04 | $0.01 – $5.50 | $ | 1.58 | ||||||||||||||
Outstanding at September 30, 2013 | 2,411,771 | $ | 3.61 | 10,282,014 | $ | 3.24 | $0.01 – $5.50 | $ | 2.53 | |||||||||||||
Exercisable at September 30, 2013 | — | — | 5,099,098 | $ | 3.04 | $0.01 – $5.50 | ||||||||||||||||
Stockholders' Equity Note, Warrants or Rights | ' | |||||||||||||||||||||
The following table summarizes information about warrant activity for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
No. of warrants | Weighted average | Exercise | ||||||||||||||||||||
exercise price | price range | |||||||||||||||||||||
Outstanding at January 1, 2013 | 18,863,261 | $ | 3.11 | $0.94 – $5.06 | ||||||||||||||||||
Exercised | -421,493 | $ | 1.34 | $0.94 – $1.76 | ||||||||||||||||||
Outstanding at September 30, 2013 | 18,441,768 | $ | 3.15 | $0.94 – $5.06 | ||||||||||||||||||
Stock Option [Member] | ' | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||
Schedule of Options Granted | ' | |||||||||||||||||||||
The following table illustrates the common stock options granted for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
Title | Grant date | No. of | Exercise price | Share price at | Vesting terms | Assumptions used in Black-Scholes option pricing | ||||||||||||||||
options | grant date | model | ||||||||||||||||||||
Management, Directors and Employees | January-September 2013 | 3,090,833 | $2.85-$3.24 | $2.85-$3.24 | Over 0.67-3 years | Volatility | 61.93%-70.51% | |||||||||||||||
Risk free interest rate | 0.85%-2.06% | |||||||||||||||||||||
Expected term, in years | 5.71-10.00 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Consultants | January-June 2013 | 132,500 | $2.90-$3.30 | $2.90-$3.30 | Over 0-2.5 years | Volatility | 63.87%-65.96% | |||||||||||||||
Risk free interest rate | 2.16%-2.62% | |||||||||||||||||||||
Remaining expected term, in years | 9.25-9.75 | |||||||||||||||||||||
Dividend yield | 0.00% | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ' | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||
Components of Common Stock Outstanding | ' | |||||||||||||||||||||
The following table illustrates the RSUs granted for the nine month period ended September 30, 2013: | ||||||||||||||||||||||
Title | Grant date | No. of RSUs | Exercise price | Share price at grant | Vesting terms | |||||||||||||||||
date | ||||||||||||||||||||||
Management, directors and employees | February-May 2013 | 656,250 | — | $2.95-$3.18 | Over 0.67-3 years | |||||||||||||||||
Consultants | Jan-13 | 33,000 | — | $3.26 | Over 0.75 years | |||||||||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Future Minimum Lease Payments Under Non Cancelable Operating Leases | ' | ||||
Future minimum lease payments under non-cancelable operating leases for office space, as of September 30, 2013, are as follows: | |||||
Period ending December 31, | Amount | ||||
2013 (three months ending December 31, 2013) | $ | 56 | |||
2014 | 179 | ||||
2015 | 104 | ||||
$ | 339 | ||||
General_Additional_Information
General (Additional Information) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ' |
Percentage Of Interest Owned Reverse Acquisition Transaction | 67.61% |
Significant_Accounting_and_Rep3
Significant Accounting and Reporting Policies (Computation of Basic and Diluted Net Losses Per Common Share) (Details) (USD $) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | 28 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 |
Basic Numerator: | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to shares of common stock | ($10,560) | ($3,124) | ($2,754) | ($33,464) | ($6,836) | ($20,841) | ($57,059) |
Basic Denominator: | ' | ' | ' | ' | ' | ' | ' |
Weighted average number of shares of common stock outstanding during the period | 83,450,697 | 48,437,587 | ' | 82,757,899 | 25,493,415 | ' | 46,229,656 |
Weighted average number of penny stock options | 88,070 | 353,232 | ' | 124,506 | 117,744 | ' | 109,930 |
Basic common stock shares outstanding | 83,538,767 | 48,790,819 | ' | 82,882,405 | 25,611,159 | ' | 46,339,586 |
Basic net loss per common stock share | ($0.13) | ($0.06) | ' | ($0.40) | ($0.27) | ' | ($1.23) |
Diluted Numerator: | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to shares of common stock | -10,560 | -3,124 | -2,754 | -33,464 | -6,836 | -20,841 | -57,059 |
Increase in net loss attributable to derivative warrants | -758 | -7,240 | ' | -53 | -7,240 | ' | -3,387 |
Diluted net loss attributable to shares of common stock: | ($11,318) | ($10,364) | ' | ($33,517) | ($14,076) | ' | ($60,446) |
Diluted Denominator: | ' | ' | ' | ' | ' | ' | ' |
Basic common shares outstanding | 83,538,767 | 48,790,819 | ' | 82,882,405 | 25,611,159 | ' | 46,339,586 |
Weighted average number of derivative warrants outstanding during the period | 2,563,090 | 9,436,281 | ' | 89,677 | 9,436,281 | ' | 1,460,477 |
Diluted common stock shares outstanding | 86,101,857 | 58,227,100 | ' | 82,972,082 | 35,047,440 | ' | 47,800,063 |
Diluted net loss per common stock share | ($0.13) | ($0.18) | ' | ($0.40) | ($0.40) | ' | ($1.26) |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 28,512,182 | 25,240,504 | ' | 30,972,531 | 25,240,504 | ' | 27,798,277 |
Vested and unvested options at $0.96-$5.50 exercise price [Member] | ' | ' | ' | ' | ' | ' | ' |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 10,225,387 | 9,160,429 | ' | 10,225,387 | 9,160,429 | ' | 10,225,387 |
Unvested penny options [Member] | ' | ' | ' | ' | ' | ' | ' |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 0 | 30,250 | ' | 0 | 30,250 | ' | 0 |
Unvested Restricted Stock Units (“RSUâ€) [Member] | ' | ' | ' | ' | ' | ' | ' |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 2,411,771 | 3,126,667 | ' | 2,411,771 | 3,126,667 | ' | 2,411,771 |
Common stock shares granted, but not yet vested [Member] | ' | ' | ' | ' | ' | ' | ' |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 45,762 | 108,625 | ' | 45,762 | 108,625 | ' | 45,762 |
Warrants to purchase an equal number of shares of common stock of the Company [Member] | ' | ' | ' | ' | ' | ' | ' |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as of June 30, as they had an anti-dilutive impact: | ' | ' | ' | ' | ' | ' | ' |
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 15,829,262 | 12,814,533 | ' | 18,289,611 | 12,814,533 | ' | 15,115,357 |
Significant_Accounting_and_Rep4
Significant Accounting and Reporting Policies (Additional Information) (Details) (Vested and Unvested Stock Option [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Stock Option Exercise Price | $5.50 |
Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Stock Option Exercise Price | $0.96 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Jun. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 |
Acquired Technology [Member] | Acquired Technology [Member] | Patents [Member] | Patents [Member] | Patents [Member] | Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived Intangible Assets Acquired | $22,000 | ' | ' | $10,133 | $10,133 | $750 | $3,200 | $26,794 | $26,694 |
Weighted average amortization period (years) | ' | ' | ' | '6 years | '6 years | ' | ' | '8 years 6 months | '8 years 6 months |
Total | ' | 36,927 | 36,827 | ' | ' | ' | ' | ' | ' |
Less: accumulated amortization | ' | -6,567 | -2,783 | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Net | ' | $30,360 | $34,044 | ' | ' | ' | ' | ' | ' |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Line Items] | ' | ' |
2013 (three months ending December 31, 2013) | $1,257 | ' |
2014 | 5,009 | ' |
2015 | 5,009 | ' |
2016 | 4,618 | ' |
2017 and thereafter | 14,467 | ' |
Finite-Lived Intangible Assets, Net | $30,360 | $34,044 |
Intangible_Assets_Additional_I
Intangible Assets (Additional Information) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 28 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2012 | Aug. 31, 2012 | Jun. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired Finite-lived Intangible Asset, Amount | ' | $22,000 | ' | ' | ' | ' | ' | ' | ' |
Patents [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | ' | ' | ' | 1,269 | 880 | 3,784 | 1,190 | ' | 6,567 |
Acquired Finite-lived Intangible Asset, Amount | 750 | ' | 3,200 | ' | ' | 26,794 | ' | 26,694 | ' |
Royalty Payable On Excess Of Acquisition Cost | 20.00% | 35.00% | ' | ' | ' | ' | ' | ' | ' |
Capitalise Cost Related To Acquisition Of Patents | ' | $548 | $196 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions | 160,600 | ' | ' | ' | ' | ' | ' | 160,600 | ' |
Fair_Value_Measurements_Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Liabilities | ' | ' |
Derivative liabilities on account of warrants | $4,126 | $7,612 |
Fair Value, Inputs, Level 1 | ' | ' |
Liabilities | ' | ' |
Derivative liabilities on account of warrants | 0 | 0 |
Fair Value, Inputs, Level 2 | ' | ' |
Liabilities | ' | ' |
Derivative liabilities on account of warrants | 0 | 0 |
Fair Value, Inputs, Level 3 | ' | ' |
Liabilities | ' | ' |
Derivative liabilities on account of warrants | $4,126 | $7,612 |
Fair_Value_Measurements_Change
Fair Value Measurements (Changes in Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 08, 2011 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Opening balance | $7,612 | $0 | $0 |
Derivative warrants issued to I/P’s shareholders in connection with the Merger, July 19, 2012 | ' | 21,954 | ' |
Fair value of derivative warrants issued by Legal Parent | ' | 3,162 | ' |
Net impact of removal of down-round clause in Series 1 Warrant (see Note 5) | -2,300 | ' | ' |
Fair value adjustment, prior to exercise of warrants, included in statement of operations | 15 | 156 | ' |
Exercise of derivative warrants | -790 | -10,657 | ' |
Fair value adjustment at end of period, included in statement of operations | -411 | -7,003 | ' |
Closing balance | $4,126 | $7,612 | $0 |
Fair_Value_Measurements_Based_
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Dividend yield | 0.00% |
Probability of down-round triggering event | 5.00% |
Timing of down-round triggering event | 'December 2013 |
Minimum [Member] | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Volatility | 51.91% |
Risk free interest rate | 0.16% |
Expected term, in years | '1 year 2 months 26 days |
Maximum [Member] | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Volatility | 57.04% |
Risk free interest rate | 0.98% |
Expected term, in years | '3 years 9 months 18 days |
Business_Combination_Component
Business Combination (Components of Recognized Identified Assets Acquired and Liabilities Assumed) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Business Combination [Line Items] | ' |
Current assets, net of current liabilities | $2,586 |
Long-term deposit | 8 |
Property and equipment | 124 |
Technology | 10,133 |
Goodwill | 65,965 |
Total assets acquired, net | 78,816 |
Fair value of outstanding warrants granted by Legal Parent prior to the Merger, classified as a long-term derivative liability | -3,162 |
Total liabilities assumed, net | -3,162 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | 75,654 |
Measurement of consideration: | ' |
Fair value of vested stock options granted to employees, management and consultants, classified as equity | 7,364 |
Fair value of outstanding warrants granted by the Legal Parent prior to the Merger, classified as equity | 10,079 |
Fair value of Vringo shares of common stock and vested penny options granted to employees, management and consultants | 58,211 |
Total estimated purchase price | $75,654 |
Business_Combination_Business_
Business Combination (Business Acquisition, Pro Forma Information) (Details) (USD $) | 9 Months Ended | 28 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Business Combination [Line Items] | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | $281 | $487 | $2,285 |
Business Acquisition, Pro Forma Net Income (Loss) | ($6,632) | ($18,298) | ($73,855) |
Business_Combination_Additiona
Business Combination (Additional Information) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 28 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Jul. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 19, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jul. 19, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 |
Common Stock [Member] | Merger Agreement [Member] | Merger Agreement [Member] | Merger Agreement [Member] | Merger Agreement [Member] | Parent Company [Member] | Patented Technology [Member] | Patented Technology [Member] | Patented Technology [Member] | ||||
Common Stock [Member] | Series Preferred Stock [Member] | |||||||||||
Business Combination [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock converted upon completion of merger, shares | 6,673 | ' | ' | ' | ' | ' | 6,169,661 | ' | ' | ' | ' | ' |
Common stock, par value | ' | $0.01 | $0.01 | $0.01 | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | 18,617,569 | 20,136,445 | ' | ' | ' | ' | ' | ' | ' |
Series A convertible preferred stock converted upon completion of merger, par value | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued | ' | ' | ' | ' | ' | ' | ' | 15,959,838 | ' | ' | ' | ' |
Aggregate of shares of common stock purchased by warrant | ' | ' | ' | ' | ' | ' | ' | 15,959,838 | ' | ' | ' | ' |
Exercise Price | ' | ' | ' | ' | ' | ' | ' | 1.76 | ' | ' | ' | ' |
Granted following the Merger | ' | 265,000 | ' | ' | ' | 41,178 | ' | ' | ' | ' | ' | ' |
Percentage of ownership of outstanding common stock | ' | ' | ' | ' | ' | 55.04% | ' | ' | 44.96% | ' | ' | ' |
Ownership Percentage Of Common Shares Outstanding Calculated On Fully Diluted Basis | ' | ' | ' | ' | ' | 67.61% | ' | ' | 32.39% | ' | ' | ' |
Payments of Stock Issuance Costs | ' | $463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 422 | 1,267 | 3,964 |
Measurement of consideration | ' | ' | 75,654 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Warrant Issued | ' | $21,954 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Issued_And
Stockholders' Equity (Issued And Outstanding Common Stock From Inception) (Details) | 7 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Common Stock [Member] | Patents [Member] | Patents [Member] | Private Financing [Member] | Private Financing One [Member] | ||||
Balance | 0 | 81,889,226 | 16,972,977 | ' | ' | ' | ' | ' |
Conversion of Series A Preferred Convertible Preferred stock, classified as mezzanine equity | ' | ' | 890,192 | ' | ' | ' | ' | ' |
Grant of shares | 8,768,014 | ' | ' | ' | ' | ' | ' | ' |
Grant of shares to consultants | ' | ' | 265,000 | ' | ' | ' | ' | ' |
Legal Parent's shares of common stock, recorded upon Merger | ' | ' | 15,206,118 | ' | ' | ' | ' | ' |
Exercise of 250,000 warrants, issued and exercised prior to the Merger | ' | ' | 754,400 | ' | ' | ' | ' | ' |
Post-Merger exercise of warrants | ' | ' | 6,832,150 | ' | ' | ' | ' | ' |
Exercise of stock options and vesting of RSUs | ' | 1,810,005 | 726,346 | ' | ' | ' | ' | ' |
Conversion of Series A Preferred Convertible Preferred stock, classified as equity | ' | ' | 20,136,445 | ' | ' | ' | ' | ' |
Issuance of shares of common stock | ' | 84,120,724 | 81,889,226 | 8,204,963 | ' | ' | 9,600,000 | 10,344,998 |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | 160,600 | 160,600 | ' | ' |
Exercise of warrants | ' | 421,493 | ' | ' | ' | ' | ' | ' |
Balance | 16,972,977 | 84,120,724 | 81,889,226 | ' | ' | ' | ' | ' |
Stockholders_Equity_Issued_And1
Stockholders' Equity (Issued And Outstanding Common Stock From Inception) (Parenthetical) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Class Of Warrant Or Right Exercise | 250,000 |
Stock issuance cost | $463 |
Private Financing [Member] | ' |
Issuance of shares | 31,148 |
Stock issuance cost | 52 |
Private Financing One [Member] | ' |
Issuance of shares | 44,962 |
Stock issuance cost | $39 |
Stockholders_Equity_Schedule_O
Stockholders' Equity (Schedule Of Common Stock Option Granted) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Management Directors and Employees [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'January-September 2013 |
No. of Options | 3,090,833 |
Vesting Terms | 'Over 0.67-3 years |
Volatility Rate, Minimum | 61.93% |
Volatility Rate, Maximum | 70.51% |
Risk free interest rate, Minimum | 0.85% |
Risk free interest rate, Maximum | 2.06% |
Dividend yield | 0.00% |
Management Directors and Employees [Member] | Maximum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 3.24 |
Share Price at Grant Date | 3.24 |
Remaining term, in years | '10 years |
Management Directors and Employees [Member] | Minimum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 2.85 |
Share Price at Grant Date | 2.85 |
Remaining term, in years | '5 years 8 months 16 days |
Consultant [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'January-June 2013 |
No. of Options | 132,500 |
Vesting Terms | 'Over 0-2.5 years |
Volatility Rate, Minimum | 63.87% |
Volatility Rate, Maximum | 65.96% |
Risk free interest rate, Minimum | 2.16% |
Risk free interest rate, Maximum | 2.62% |
Dividend yield | 0.00% |
Consultant [Member] | Maximum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 3.3 |
Share Price at Grant Date | 3.3 |
Remaining term, in years | '9 years 9 months |
Consultant [Member] | Minimum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 2.9 |
Share Price at Grant Date | 2.9 |
Remaining term, in years | '9 years 3 months |
Stockholders_Equity_RSUs_grant
Stockholders' Equity (RSUs granted) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Management Directors and Employees [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'January-September 2013 |
Vesting Terms | 'Over 0.67-3 years |
Management Directors and Employees [Member] | Maximum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 3.24 |
Share Price At Grant Date | 3.24 |
Management Directors and Employees [Member] | Minimum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 2.85 |
Share Price At Grant Date | 2.85 |
Consultant [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'January-June 2013 |
Vesting Terms | 'Over 0-2.5 years |
Consultant [Member] | Maximum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 3.3 |
Share Price At Grant Date | 3.3 |
Consultant [Member] | Minimum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Exercise Price | 2.9 |
Share Price At Grant Date | 2.9 |
Restricted Stock Units (RSUs) [Member] | Management Directors and Employees [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'February-May 2013 |
No. of RSUs | 656,250 |
Exercise Price | 0 |
Vesting Terms | 'Over 0.67-3 years |
Restricted Stock Units (RSUs) [Member] | Management Directors and Employees [Member] | Maximum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Share Price At Grant Date | 3.18 |
Restricted Stock Units (RSUs) [Member] | Management Directors and Employees [Member] | Minimum [Member] | ' |
Stockholders Equity [Line Items] | ' |
Share Price At Grant Date | 2.95 |
Restricted Stock Units (RSUs) [Member] | Consultant [Member] | ' |
Stockholders Equity [Line Items] | ' |
Grant Date | 'January 2013 |
No. of RSUs | 33,000 |
Exercise Price | 0 |
Share Price At Grant Date | 3.26 |
Vesting Terms | 'Over 0.75 years |
Stockholders_Equity_Option_Act
Stockholders' Equity (Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Outstanding at January 1, 2013 | 9,149,105 |
Granted | 3,223,333 |
Vested/Exercised | -717,735 |
Forfeited | -417,821 |
Expired | -954,868 |
Outstanding at September 30, 2013 | 10,282,014 |
Exercisable at September 30, 2013 | 5,099,098 |
Weighted average grant date fair value Outstanding at January 1, 2013 | $2.57 |
Grants after the Merger | $2.22 |
Weighted average grant date fair value Vested/Exercised | $2.96 |
Weighted average grant date fair value Forfeited | $2.44 |
Weighted average grant date fair value Expired | $1.58 |
Weighted average grant date fair value Outstanding at September 30, 2013 | $2.53 |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Outstanding at January 1, 2013 | 3,125,000 |
Granted | 689,250 |
Vested/Exercised | -1,092,270 |
Forfeited | -310,209 |
Expired | 0 |
Outstanding at September 30, 2013 | 2,411,771 |
Exercisable at September 30, 2013 | 0 |
Outstanding at January 1, 2013 | $3.72 |
Granted | $3.17 |
Vested/Exercised | $3.62 |
Forfeited | $3.66 |
Expired | $0 |
Outstanding at September 30, 2013 | $3.61 |
Exercisable at September 30, 2013 | $0 |
Minimum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Exercise price range, Outstanding at January 1, 2013 | $0.01 |
Exercise price range, Grants after the Merger | $2.85 |
Exercise price range, Vested/Exercised | $0.01 |
Exercise price range, Forfeited | $0.01 |
Exercise price range, Expired | $0.01 |
Exercise price range, Outstanding at September 30, 2013 | $0.01 |
Share Based Compensation Arrangement By Share Based Payment Award Options Exercisable In Period Exercise Price Range | $0.01 |
Maximum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Exercise price range, Outstanding at January 1, 2013 | $5.50 |
Exercise price range, Grants after the Merger | $3.30 |
Exercise price range, Vested/Exercised | $3.18 |
Exercise price range, Forfeited | $5.50 |
Exercise price range, Expired | $5.50 |
Exercise price range, Outstanding at September 30, 2013 | $5.50 |
Share Based Compensation Arrangement By Share Based Payment Award Options Exercisable In Period Exercise Price Range | $5.50 |
Weighted Average [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Outstanding at January 1, 2013 | $3.33 |
Granted | $3.14 |
Vested/Exercised | $1.36 |
Forfeited | $3.51 |
Expired | $5.04 |
Outstanding at September 30, 2013 | $3.24 |
Exercisable at September 30, 2013 | $3.04 |
Stockholders_Equity_Warrant_Ac
Stockholders' Equity (Warrant Activity) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
No. of warrants | ' |
Outstanding at January 1, 2013 | 18,863,261 |
Exercised | -421,493 |
Outstanding at September 30, 2013 | 18,441,768 |
Minimum [Member] | ' |
Exercise price range | ' |
Outstanding at January 1, 2013 | 0.94 |
Exercised | 0.94 |
Outstanding at September 30, 2013 | 0.94 |
Maximum [Member] | ' |
Exercise price range | ' |
Outstanding at January 1, 2013 | 5.06 |
Exercised | 1.76 |
Outstanding at September 30, 2013 | 5.06 |
Weighted Average [Member] | ' |
Exercise price range | ' |
Outstanding at January 1, 2013 | 3.11 |
Exercised | 1.34 |
Outstanding at September 30, 2013 | 3.15 |
Stockholders_Equity_Additional
Stockholders' Equity (Additional Information) (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 28 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 28 Months Ended | 1 Months Ended | 9 Months Ended | 28 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 28 Months Ended | 1 Months Ended | 28 Months Ended | 1 Months Ended | 9 Months Ended | 28 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Oct. 12, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 08, 2011 | Sep. 30, 2013 | Oct. 31, 2012 | Jul. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | Jul. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 19, 2012 | Sep. 30, 2013 | Jul. 19, 2012 | Sep. 30, 2013 | Jul. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 12, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Oct. 12, 2012 |
IPO [Member] | Warrant [Member] | Warrant [Member] | Series One Warrants [Member] | Series One Warrants [Member] | Series One Warrants [Member] | Series Two Warrants [Member] | Series Two Warrants [Member] | Series Two Warrants [Member] | Special Bridge Warrants [Member] | Special Bridge Warrants [Member] | Special Bridge Warrants [Member] | Conversion Warrants [Member] | Conversion Warrants [Member] | Preferential Reload Warrants [Member] | Preferential Reload Warrants [Member] | Non Preferential Reload Warrants [Member] | Non Preferential Reload Warrants [Member] | Non Preferential Reload Warrants [Member] | Inducement Warrants [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Two Thousand Twelve Stock Option Plan [Member] | Innovate Protect Inc [Member] | ||||||||||
Warrant [Member] | Warrant [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, outstanding | ' | 84,120,724 | ' | 84,120,724 | ' | 84,120,724 | 81,889,226 | 16,972,977 | 0 | ' | ' | 8,299,115 | ' | ' | ' | 7,660,722 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,802,211 | ' |
Issuance of stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' |
Warrants Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,784,000 | ' | ' | ' | ' | ' | ' | ' | ' | 148,390 | ' | ' | 101,445 | ' | 887,330 | ' | 814,408 | ' | ' | 3,721,062 | ' | ' | ' | ' | ' | ' | ' | 3,000,000 |
Warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,157 | 4,807,257 | ' | ' | 45,190 | 1,326,060 | ' | 127,192 | 127,192 | ' | 86,954 | ' | 726,721 | ' | 10,000 | 520,179 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Subscribed but Unissued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,100,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,600,000 | ' |
Common stock, par value | ' | $0.01 | ' | $0.01 | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 |
Percentage of stock option acceleration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 75.00% | ' | ' | ' | ' |
Shares of common stock available for future grants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | ' |
Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.06 | ' | 1.76 | ' | ' | ' | 1.76 | ' | ' | 0.94 | ' | ' | 0.94 | ' | 1.76 | ' | 1.76 | ' | ' | 1.76 | 5.06 | 5.06 | ' | 0.94 | 0.94 | ' | ' | 5.06 |
Expected Term Of Warrants | '2 years 7 months 28 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | '2 years 5 months 8 days | ' | ' | '2 years 5 months 8 days | ' | '4 years 6 months 18 days | ' | '4 years 6 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant outstanding | ' | 18,441,768 | ' | 18,441,768 | ' | 18,441,768 | 18,863,261 | ' | ' | ' | ' | ' | ' | ' | 2,173,852 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants | ' | $0 | $0 | $0 | $0 | ($2,883) | ' | ' | ' | ' | $2,883 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants volatility rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 68.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.77 | ' | ' | $3.50 | ' | ' |
Risk free interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.72% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.98% | ' | ' | 0.16% | ' | ' | ' | ' |
Dividend yield | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital Conversion of Derivative Warrants into Equity Warrants | ' | ' | ' | 3,918 | 0 | 3,918 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonoperating Income (Expense), Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,617 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue_from_Settlement_and_Li1
Revenue from Settlement and Licensing Agreement (Additional Information) (Details) (Lease Agreements [Member], I P Engine, Inc [Member]) | 1 Months Ended |
30-May-13 | |
Lease Agreements [Member] | I P Engine, Inc [Member] | ' |
Litigation Settlement Amount Description | 'According to the agreement, Microsoft Corporation paid the Company $1,000 and agreed to pay 5% of any future amount Google pays for its use of the patents acquired from Lycos. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Future Minimum Lease Payments) (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
2013 (three months ending December 31, 2013) | $56 |
2014 | 179 |
2015 | 104 |
Future Minimum Payments | $339 |
Recovered_Sheet1
Commitments And Contingencies (Additional Information) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 28 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | 31-May-13 | Nov. 30, 2012 |
Rental expense for operating leases | $68 | $40 | $175 | $62 | $306 | ' | ' |
Guarantee placed for contingent loss in litigation | ' | ' | ' | ' | ' | $2,900 | $2,900 |