Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Vringo Inc | |
Entity Central Index Key | 1,410,428 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | VRNG | |
Entity Common Stock, Shares Outstanding | 14,993,686 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 20,560 | $ 24,951 | |
Deposits with courts | 831 | 1,930 | |
Accounts receivable, net | 1,060 | 246 | |
Other current assets | 934 | 1,077 | |
Total current assets | 23,385 | 28,204 | |
Intangible assets, net | 15,711 | 16,476 | |
Goodwill | 4,863 | 4,863 | |
Other assets | 916 | 916 | |
Total assets | 44,875 | 50,459 | |
Current liabilities | |||
Accounts payable, accrued expenses and other current liabilities | 3,721 | 6,030 | |
Senior secured notes | 0 | 3,111 | |
Total current liabilities | 3,721 | 9,141 | |
Long-term liabilities | |||
Senior secured notes | 554 | 0 | |
Derivative warrant liabilities | 428 | 416 | |
Other liabilities | $ 152 | $ 386 | |
Commitments and contingencies (see Note 14) | |||
Stockholders’ equity | |||
Common stock, $0.01 par value per share 150,000,000 shares authorized; 14,993,686 and 13,220,050 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | [1] | $ 150 | $ 132 |
Additional paid-in capital | [1] | 240,687 | 237,246 |
Accumulated deficit | [1] | (200,817) | (196,862) |
Total stockholders’ equity | [1] | 40,020 | 40,516 |
Total liabilities and stockholders’ equity | 44,875 | 50,459 | |
Series A convertible preferred stock [Member] | |||
Stockholders’ equity | |||
Preferred stock | [1] | 0 | 0 |
Series B Convertible Preferred Stock [Member] | |||
Stockholders’ equity | |||
Preferred stock | [1] | $ 0 | $ 0 |
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split | |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 14,993,686 | 13,220,050 |
Common stock, outstanding | 14,993,686 | 13,220,050 |
Series A convertible preferred stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 500,000 | 500,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 1,666,667 | 1,666,667 |
Preferred stock, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenue | |||
Licensing revenue | $ 750 | $ 150 | |
Product revenue | 1,294 | 0 | |
Total revenue | 2,044 | 150 | |
Costs and expenses | |||
Cost of goods sold | 1,127 | 0 | |
Operating legal costs | 720 | 3,101 | |
Amortization of intangible assets | 851 | 804 | |
General and administrative | 2,952 | 2,998 | |
Total operating expenses | 5,650 | 6,903 | |
Operating loss | (3,606) | (6,753) | |
Non-operating income (expense), net | 67 | (223) | |
Gain on revaluation of warrants and conversion feature | 270 | 0 | |
Interest expense | (476) | 0 | |
Extinguishment of debt | (210) | 0 | |
Net loss | $ (3,955) | $ (6,976) | |
Loss per share: | |||
Basic net loss per share (in dollars per share) | [1] | $ (0.28) | $ (0.75) |
Diluted net loss per share (in dollars per share) | [1] | $ (0.28) | $ (0.75) |
Weighted-average number of shares outstanding during the year: | |||
Basic (in shares) | [1] | 14,158,680 | 9,340,490 |
Diluted (in shares) | [1] | 14,158,680 | 9,340,490 |
Includes stock-based compensation expense, as follows: | |||
Stock Based Compensation Expense | $ 463 | $ 1,872 | |
Operating legal costs [Member] | |||
Includes stock-based compensation expense, as follows: | |||
Stock Based Compensation Expense | 68 | 318 | |
General and Administrative [Member] | |||
Includes stock-based compensation expense, as follows: | |||
Stock Based Compensation Expense | $ 395 | $ 1,554 | |
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | |||
Balance at Dec. 31, 2014 | $ 31,180 | $ 93 | [1] | $ 216,792 | [1] | $ (185,705) | |
Reclassification of derivative warrants to equity warrants | 175 | 0 | [1] | 175 | [1] | 0 | |
Stock-based compensation | 1,872 | 0 | [1] | 1,872 | [1] | 0 | |
Net loss for the period | (6,976) | 0 | [1] | 0 | [1] | (6,976) | |
Balance at Mar. 31, 2015 | 26,251 | 93 | [1] | 218,839 | [1] | (192,681) | |
Balance at Dec. 31, 2015 | 40,516 | [1] | 132 | 237,246 | (196,862) | ||
Reclassification of derivative warrants to equity warrants | 0 | ||||||
Issuance of common stock for repayment of convertible debt and related interest | 2,996 | 18 | 2,978 | 0 | |||
Stock-based compensation | 463 | 0 | 463 | 0 | |||
Net loss for the period | (3,955) | 0 | 0 | (3,955) | |||
Balance at Mar. 31, 2016 | $ 40,020 | [1] | $ 150 | $ 240,687 | $ (200,817) | ||
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015. |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity, Reverse Stock Split | 1:10 reverse stock split |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (3,955) | $ (6,976) |
Items not affecting cash flows | ||
Depreciation and amortization | 851 | 1,025 |
Amortization of debt discount and debt issuance costs | 414 | 0 |
Stock-based compensation | 463 | 1,872 |
Amendment to warrants as part of debt modification | (281) | 0 |
Loss on extinguishment of debt | 356 | 0 |
Change in fair value of warrants and conversion feature | 11 | 0 |
Exchange rate loss, net | (86) | 226 |
Changes in current assets and liabilities | ||
Increase in accounts receivable | (814) | 0 |
Decrease in other current assets | 143 | 120 |
Increase (decrease) in payables and accruals | (2,531) | 231 |
Net cash used in operating activities | (5,429) | (3,502) |
Cash flows from investing activities | ||
Acquisition of software | (86) | 0 |
Decrease (increase) in deposits | 1,173 | (278) |
Net cash provided by (used in) investing activities | 1,087 | (278) |
Cash flows from financing activities | ||
Debt issuance costs | (50) | 0 |
Net cash used in financing activities | (50) | 0 |
Effect of exchange rate changes on cash and cash equivalents | 1 | (4) |
Decrease in cash and cash equivalents | (4,391) | (3,784) |
Cash and cash equivalents at beginning of period | 24,951 | 16,023 |
Cash and cash equivalents at end of period | 20,560 | 12,239 |
Noncash investing and financing transactions | ||
Change in classification of derivative warrant liabilities into equity warrants | 0 | 175 |
Issuance of common stock to repay $2,786 of debt and interest | $ 2,996 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS9
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Debt Conversion, Original Debt, Amount | $ 2,786 |
General
General | 3 Months Ended |
Mar. 31, 2016 | |
General [Abstract] | |
General | Note 1. General Overview Vringo, Inc. (“Vringo” or the “Company”) is engaged in the innovation, development and monetization of intellectual property, as well as the commercialization and distribution of wire-free power and rugged computing devices. The Company has three operating segments: • Intellectual Property • Fli Charge • Group Mobile The Company was incorporated in Delaware on January 9, 2006 and completed an initial public offering in June 2010. On July 19, 2012, Vringo closed a merger with Innovate/Protect, Inc. On August 9, 2012, the Company acquired a patent portfolio from Nokia, comprised of 124 22,000 22,000 35 On October 15, 2015, the Company acquired 100 70 100 5,571 30 Fli Charge owns a patented conductive wire-free charging technology and is focused on the development and commercialization of its technology through the direct-to-consumer sale of enablements, as well as partnerships and licensing agreements in various industries. Fli Charge is currently working with partners that are interested in implementing Fli Charge technology for smart furniture, Original Equipment Manufacturers “OEM” and after-market automobiles, and vaporizers. Fli Charge’s business model is to license its technology in exchange for recurring licensing revenue as well as to manufacture and commercialize its own conductive charging pads and associated cases for phones, tablets and laptops. Group Mobile is a full-service reseller of rugged computers, rugged tablets, rugged mobile devices, accessories and other related products geared toward emergency first responders, municipalities and corporations. In addition, Group Mobile specializes in high-quality customer support for those products. Prior to December 31, 2013, Vringo operated a global platform for the distribution of mobile social applications and services. On February 18, 2014, the Company sold its mobile social application business to InfoMedia Services Limited (“InfoMedia”), receiving an 8.25 Each of the Company’s operating segments are described below. Fli Charge Fli Charge is a wire-free power company dedicated to making it easier for people to power and charge the multitude of mobile electronic devices they use on a daily basis. By eliminating the need to search and compete for outlets and charging cables, Fli Charge is improving the powering and charging experience for all battery and DC powered devices. Fli Charge designs, develops, licenses, manufactures and markets wire-free conductive power and charging solutions. Fli Charge is currently working with partners in several verticals to bring products to market. These verticals include education, office, hospitality, automotive and consumer electronics among others. To date, Fli Charge has not yet generated any substantial revenue from its products. The Company believes that Fli Charge’s patented technology is the only wire-free power solution that is fully interoperable between different mobile devices ranging from smartphones to power tools, and many more. Fli Charge’s wire-free power solution can simultaneously power multiple devices on the same pad no matter their power requirements or positions on the pad. The Fli Charge ecosystem consists of power pads or surfaces as well as devices that are connected to or embedded with Fli Charge enabling technology. Fli Charge pads and surfaces are connected to a power source or battery. The surface of the pad has conductive contact strips that provide power and are constantly monitored by control circuitry that immediately halts power transfer if an unapproved load or short-circuit condition is detected. Fli Charge-enabled devices are embedded with the Fli Charge contact enablement that consists of four contact points, known as the Fli Charge “constellation.” The constellation is designed to make an immediate and continuous electrical connection with the contact strips regardless of the device’s orientation on the pad. The enablement monitors the power coming from the pad and ensures that the correct amount of power goes to the device. Once an approved Fli Charge device is placed on a pad, power is transferred immediately to charge or power the device. Group Mobile Group Mobile is a provider of rugged, mobile and field-use computing products, serving customers worldwide. Group Mobile provides total hardware solutions, including rugged laptops, tablets, and handheld computers. Group Mobile also markets rugged mobile printers, vehicle computer docking and mounting gear, power accessories, wireless communication products, antennas, carrying cases, and other peripherals, accessories, and add-ons needed to maximize productivity in a mobile- or field-computing environment. Group Mobile operates a full-service e-commerce website with live chat, up-to-date product information, and computer system configuration capabilities. Group Mobile’s goal is to ensure that its customers purchase the best product for their specific requirements. Group Mobile purchases rugged mobile computing equipment and complementary products from its primary distribution and manufacturing partners and sells them to enterprise, reseller, and retail customers. Group Mobile’s primary customers range from corporations to local governments, emergency first responders and healthcare organizations. Group Mobile believes that its business is characterized by gross profits as a percentage of revenue slightly higher than is commonly found in resellers of computing devices. The market for rugged mobile computing products is trending towards an increase in the volume of unit sales combined with declining unit prices as the business transitions from primarily being comprised of laptops to one primarily comprised of rugged tablets. As this transition has occurred, Group Mobile is seeing shortened product life cycles and industry specific devices for segments such as healthcare. Group Mobile sets sale prices based on the market supply and demand characteristics for each particular product. Group Mobile is highly dependent on the end-market demand for rugged mobile computing products, which is influenced by many factors including the introduction of new IT products by OEM, replacement cycles for existing rugged mobile computing products, overall economic growth, local and state budgets, and general business activity. Product costs represent the single largest expense and product inventory is one of the largest working capital investments for Group Mobile. Group Mobile’s primary suppliers include Synnex Corporation, Ingram Micro Inc., Xplore Technologies Corporation, Flextronics International Ltd. and Trimble Navigation Ltd., which combined represent approximately 80% Intellectual Property Vringo’s Intellectual Property operating segment is engaged in the innovation, development and monetization of intellectual property. The Company’s portfolio consists of over 600 patents and patent applications covering telecom infrastructure, internet search, ad-insertion and mobile technologies. Vringo is currently focused on monetizing its technology portfolio through a variety of value enhancing initiatives, including, but not limited to licensing, litigation and strategic partnerships. Recent Developments Senior Secured Convertible Notes On March 9, 2016, the Company and the holders (the “Investors”) of the Company’s $ 12,500 703,644 0.01 1,267 49 In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended and Restated Senior Secured Notes (the “Amended Notes”) and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by a Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date (as defined below) in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017 8 10 102 2,900 In addition, the Company agreed to reduce the exercise price of the warrants to purchase an aggregate of 537,500 10.00 3.00 50 Shareholder Rights Plan On March 18, 2016, the Company announced that the Company’s Board of Directors adopted a shareholder rights plan in the form of a Section 382 Rights Agreement designed to preserve the Company’s tax assets. As a part of the plan, the Company’s Board of Directors declared a dividend of one preferred-share-purchase right for each share of the Company’s common stock outstanding as of March 29, 2016. Effective on March 18, 2016, if any group or person acquires 4.99% or more of the Company’s outstanding shares of common stock, or if a group or person that already owns 4.99% or more of the Company’s common stock acquires additional shares representing 0.5% or more of the Company’s common stock, then, subject to certain exceptions, there would be a triggering event under the plan. The rights would then separate from the Company’s common stock and would be adjusted to become exercisable to purchase shares of the Company’s common stock having a market value equal to twice the purchase price of $9.50, resulting in significant dilution in the ownership interest of the acquiring person or group. Reverse Stock Split On November 27, 2015, the Company implemented a one-for-ten reverse split of its issued and outstanding shares of common stock (the "Reverse Stock Split"), as authorized at a special meeting of the Company’s stockholders held on November 16, 2015. The Reverse Stock Split became effective at the opening of trading on NASDAQ on November 27, 2015. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. Financial condition As of March 31, 2016, the Company had a cash balance of $ 20,560 1,060 831 1,173 192 |
Accounting and Reporting Polici
Accounting and Reporting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Accounting and Reporting Policies | Note 2. Accounting and Reporting Policies The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three month period ended March 31, 2016 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. The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the three month period ended March 31, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the consolidated balance sheet as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the three month period ended March 31, 2016, the Company adopted the standard that provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the three month period ended March 31, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective at the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 73 |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Net Loss per Common Share | Note 3. Net Loss per Common Share 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. However, as the Company generated net losses in all periods presented, some potentially dilutive securities, including certain warrants and stock options, were not reflected in diluted net loss per share because the impact of such instruments was anti-dilutive. Three months ended March 31, 2016 2015 Basic Numerator: Net loss attributable to shares of common stock $ (3,955) $ (6,976) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 14,158,680 9,340,490 Basic common stock shares outstanding 14,158,680 9,340,490 Basic net loss per common stock share $ (0.28) $ (0.75) Diluted Numerator: Diluted net loss attributable to shares of common stock $ (3,955) $ (6,976) Diluted Denominator: Basic common stock shares outstanding 14,158,680 9,340,490 Diluted common stock shares outstanding 14,158,680 9,340,490 Diluted net loss per common stock share $ (0.28) $ (0.75) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Both vested and unvested options to purchase an equal number of shares of common stock of the Company 862,484 920,235 Unvested RSUs to issue an equal number of shares of common stock of the Company 25,620 67,656 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 1,740,265 Conversion feature of Notes 318,924 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,213,707 2,728,156 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Business Combination | Note 4. Business Combination On October 15, 2015, the Company acquired IDG. Pursuant to the Purchase Agreement, the Company acquired 100 70 As consideration for the acquisition, the Company issued an equivalent of 1,666,667 1,604,167 1,604,167 57,500 5,000 240,625 1,604,167 85,121 Purchase consideration value was determined based on the market value of the Company’s common shares at the date of the transactions, discounted for the fact that the shares are restricted as to their marketability for a period of six months from the issuance date. October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 The purchase price for the acquisition was allocated to the net tangible and intangible assets based on their fair values as of the closing date. The excess of the purchase price over the net tangible assets and intangible assets was recorded as goodwill. Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Noncontrolling interest in Fli Charge 262 Total $ 5,571 The allocation of the purchase price was based upon a valuation and the Company's estimates and assumptions, which are subject to change within the measurement period (up to one year from the acquisition dates). The principal area of potential purchase price adjustments relate to the shares placed in escrow. In connection with the acquisition, the Company also entered into a Consulting Agreement with IDG’s former Chief Executive Officer and director for a term of six months and payment of $ 9 50,000 5.00 114 On December 28, 2015, the Company acquired the remaining 30 110,000 262 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets March 31, 2016 December 31, 2015 Gross Net Gross Net Weighted average Carrying Accumulated Carrying Carrying Accumulated Carrying amortization period Amount Amortization Amount Amount Amortization Amount (years) Patents $ 28,213 $ (14,512) $ 13,701 $ 28,213 $ (13,782) $ 14,431 8.60 Customer relationships 1,163 (136) 1,027 1,163 (62) 1,101 3.91 Trade name 504 (47) 457 504 (21) 483 4.90 Technology 479 (39) 440 479 (18) 461 5.68 Additions during the year: Software 86 86 Total intangible assets $ 30,445 $ (14,734) $ 15,711 $ 30,359 $ (13,883) $ 16,476 The Company’s patents consist of three major patent portfolios, which were acquired from third parties, as well as a number of internally-developed patents. The costs related to internally-developed patents are expensed as incurred. The Company recorded customer relationships, trade name and technology as part of the acquisition of Group Mobile and Fli Charge that was completed on October 15, 2015. The Company’s intangible assets are amortized over their expected useful lives. During the three month periods ended March 31, 2016 and 2015, the Company recorded amortization expense of $ 851 804 Fli Charge 757 Group Mobile 4,106 Total Goodwill $ 4,863 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Note 6. Segment Information Three months ended March 31, 2016 2015 Revenue: Intellectual Property $ 750 $ 150 Fli Charge 17 Group Mobile 1,277 Total Revenue $ 2,044 $ 150 Segment operating loss: Intellectual Property $ (2,505) $ (6,753) Fli Charge (779) Group Mobile (322) Total segment operating loss $ (3,606) $ (6,753) Non-operating expense, net (349) (223) Net loss $ (3,955) $ (6,976) March 31, December 31, Assets: Intellectual Property $ 36,864 $ 42,648 Fli Charge 1,286 1,583 Group Mobile 6,725 6,228 Total Assets $ 44,875 $ 50,459 General and administrative costs are allocated to the Intellectual Property segment. |
Senior Secured Notes
Senior Secured Notes | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Senior Secured Notes | Note 7. Senior Secured Notes On May 4, 2015 (the “Closing Date”), the Company entered into a securities purchase agreement with certain institutional investors (the “Investors”) in a registered direct offering of $ 12,500 537,500 10.00 8 21 10.00 12,425 218 As of December 31, 2015, total outstanding principal was $ 4,206 1,190 15 1,032,332 210 On March 9, 2016, the Company and the Investors entered into the Exchange Note Agreement. Pursuant to the Exchange Note Agreement, the Company issued to the Investors an aggregate of 703,644 49 3,016 1,749 In addition, on March 9, 2016, the Company, with the consent of each of the Investors, agreed to amend the Notes. Pursuant to the Amended Notes and the Indenture dated May 4, 2015, as supplemented by a First Supplemental Indenture dated May 4, 2015 and further supplemented by the Second Supplemental Indenture dated March 9, 2016: (i) the Amended Notes are no longer convertible into shares of the Company’s common stock and will be payable by the Company on the Maturity Date in cash only, (ii) the Maturity Date of the Amended Notes will extend to June 30, 2017 8 10 102 2,900 In addition, the Company agreed to reduce the exercise price of the May 2015 Warrants from $ 10.00 3.00 The Company has concluded that the Exchange Note Agreement does not constitute a troubled debt restructuring as it has not experienced financial difficulty. As such, the Company applied the guidance in ASC 470-50, Modifications and Extinguishments. The accounting treatment is determined by whether (1) the Investors remain the same and (2) the change in the debt terms is considered substantial. Since the Investors remained the same before and after the Exchange Note Agreement, the Company has made a quantitative test, in order to determine whether the Amended Notes are substantially different from the original Notes. According to ASC 470-50-40-10, from the debtor’s perspective, an exchange of debt instruments between or a modification of a debt instrument by a debtor and a creditor is deemed to have been accomplished with debt instruments that are substantially different if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. If the terms of a debt instrument are changed or modified and the cash flow effect on a present value basis is less than 10 percent, the debt instruments are not considered to be substantially different. Based on the accounting analysis performed and considering various scenarios for the cash flow test, the Company concluded that the Amended Notes were not substantially different from the original Notes and, as such, accounted for the Exchange Note Agreement as a modification: · No gain or loss is recorded and a new effective interest rate is established based on the carrying value of the Notes and the revised cash flows of the Notes. Immediately before the Exchange Note Agreement, the fair value of the conversion option of the Notes was $ 10.00 · The change in the fair value of the May 2015 Warrants is capitalized similar to certain debt issuance costs. The fair value of the May 2015 Warrants increased by $281 as a result of the reduction of the exercise price from $10.00 to $3.00. Other terms of the May 2015 Warrants remain the same and continue to be recorded as derivative warrant liabilities. The capitalized amount of $ 281 · Pursuant to the Exchange Note Agreement, on March 9, 2016, 703,644 shares were issued in exchange for the reduction of $1,267 of the outstanding principal amount and $49 of accrued interest and are also considered a noncash consideration. The fair value of the shares issued was $ 1,499 183 · The original transactions cost as of March 9, 2016, in the amount of $ 49 65 Book value of Notes as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of debt discount and debt issuance costs, included in interest expense 58 Book value of Amended Notes as of March 31, 2016 $ 554 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 8. Fair Value Measurements Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) March 31, 2016: May 2015 Warrants $ 428 $ $ $ 428 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 The Company measures its derivative liabilities at fair value. The May 2015 Warrants were classified within Level 3 because they were valued using the Black-Sholes-Merton model, which utilizes significant inputs that are unobservable in the market. They are recorded as derivative warrant liabilities as they are freestanding instruments and there are several features within the warrants that may require the Company to cash settle or partially cash settle. In particular, the Company may have to cash settle, partially cash settle, or make cash payments to the Investors including cash settlement upon exercise when insufficient shares are authorized to be issued, and that the Company is obligated to issue registered shares when the warrants are exercised. The derivative warrant liabilities are initially measured at fair value and marked to market at each balance sheet date. In addition to the above, the Company’s financial instruments as of March 31, 2016 and December 31, 2015 consisted of cash, cash equivalents, receivables, accounts payable, deposits and Notes. The carrying amounts of all the aforementioned financial instruments approximate fair value because of the short-term maturities of these instruments. The following table summarizes the changes in the Company’s liabilities measured at fair value using significant unobservable inputs (Level 3) during the three month period ended March 31, 2016: May 2015 Conversion Warrants feature December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (269) (1) Increase in fair value as a result of debt modification $ 281 March 31, 2016 $ 428 $ Valuation processes for Level 3 Fair Value Measurements March 31, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 83.36 % Risk free interest rate 1.10 % Expected term, in years 4.09 Dividend yield 0.00 % December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % Sensitivity of Level 3 measurements to changes in significant unobservable inputs The inputs to estimate the fair value of the Company’s derivative warrant liabilities and conversion feature were the current market price of the Company’s common stock, the exercise price of the warrants and conversion feature, their remaining expected term, the volatility of the Company’s common stock price and the risk-free interest rate over the expected term. Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the warrants and conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s warrants. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the differential between the warrants’ and conversion feature’s exercise prices and the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability. The Company has not, and does not plan to, declare dividends on its common stock, and as such, there is no change in the estimated fair value of the warrants and conversion feature due to the dividend assumption. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 9. Warrants No. of warrants Weighted average Exercise December 31, 2015 1,006,679 $ 12.92 $5.00 - $17.60 Granted Exercised Expired March 31, 2016 1,006,679 $ 9.18 $3.00 - $17.60 On March 9, 2016, the Company modified the exercise price of the May 2015 Warrants, which are recorded as derivative warrant liabilities, from $ 10.00 3.00 No. outstanding Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.30 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.30 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.85 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 5.04 years April 15, 2021 Outstanding as of March 31, 2016 469,179 The Company’s outstanding derivative warrants as of March 31, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 4.09 years May 4, 2020 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Stock-based Compensation | Note 10. Stock-based Compensation The Company has a stock-based compensation plan available to grant stock options and restricted stock units (“RSUs”) to the Company’s directors, employees and consultants. Under the 2012 Employee, Director and Consultant Equity Incentive Plan (the “Plan”), a maximum of 1,560,000 2,100,000 932,460 463 1,872 Fair market Title Grant date No. of RSUs Exercise price value at grant date Vesting term Consultant March 9, 2016 10,000 $ 2.13 Over 0.33 years RSUs Options No. of Weighted average No. of Weighted average Exercise price Weighted average Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 - 55.00 $ 20.49 Granted 10,000 $ 2.13 Vested/Exercised (37,660) $ 35.94 Forfeited Expired (9,000) $ 55.00 $ 55.00 $ 26.20 Outstanding at March 31, 2016 25,620 $ 23.51 862,484 $ 30.40 $ 5.10 - 55.00 $ 20.43 Exercisable at March 31, 2016 819,358 $ 31.13 $ 5.10 - 55.00 The Company did not recognize tax benefits related to its stock-based compensation as there is a full valuation allowance recorded. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Other Current Assets | Note 11. Other Current Assets March 31, December 31, 2016 2015 Prepaid expenses $ 439 $ 674 Inventory 475 379 Other 20 24 $ 934 $ 1,077 |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | Note 12. Accounts Payable, Accrued Expenses and Other Current Liabilities March 31, December 31, 2016 2015 Accounts payable and accrued liabilities $ 2,503 $ 4,885 Tax liabilities 538 538 Other 680 607 $ 3,721 $ 6,030 On July 12, 2015, Group Mobile amended its existing loan agreement with Oklahoma Fidelity Bank, a division of Fidelity Bank. The total amount of the loan is $ 300 lower of the Wall Street Journal prime rate plus 1% or 5% annually. July 12, 2016 266 268 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes As of March 31, 2016, deferred tax assets generated from the Company’s U.S. activities were offset by a valuation allowance because realization depends on generating future taxable income, which, in the Company’s estimation, is not more likely than not to be generated before such net operating loss carryforwards expire. The Company did not have any material unrecognized tax benefits as of March 31, 2016. The Company does not expect to record any additional material provisions for unrecognized tax benefits within the next year. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Litigation and legal proceedings ZTE On December 7, 2015, the Company entered into the Settlement Agreement with ZTE, pursuant to which the parties withdrew all pending litigations and proceedings against each other and the Company granted ZTE a non-exclusive, non-transferable, worldwide perpetual license to certain patents and patent applications owned by the Company. Pursuant to the Settlement Agreement, the parties have taken steps to withdraw all pending litigations and proceedings against one another. To date, proceedings in Romania have yet to be formally closed, though the parties are currently working together to cause those proceedings to be formally closed. In several jurisdictions, though ZTE requested that government organizations close proceedings against Vringo, those organizations make such determinations on their own volition. In China, ZTE requested that the National Developmental and Reform Commission (“NDRC”) conclude its investigation against Vringo; however, the NDRC has not yet closed its investigation. In addition, ZTE requested that the European Commission close its file on Vringo following ZTE’s withdrawal of its complaint against Vringo. On February 1, 2016, the European Commission confirmed that it would close its file on ZTE’s complaint against Vringo. In addition, in China and the Netherlands, Vringo continues to appeal patent invalidity rulings issued in connection with proceedings originally brought by ZTE. In each instance, ZTE has indicated that it will not oppose Vringo’s appeals, though Vringo must still plead its case before the respective adjudicatory body in each jurisdiction. In addition, the European Patent Office has not yet dismissed an opposition action filed on one of Vringo’s recently issued European patents, and has requested that Vringo defend this action even though ZTE has indicated that it would not continue to pursue the action. No contingent liability is expected or recorded for the ZTE related legal proceedings. ASUS Vringo had filed patent infringement lawsuits against ASUSTeK Computer Inc. and its subsidiaries (collectively, “ASUS”) in Germany, India, and Spain. In March 2016, the parties settled their disputes and ended all litigations between them. As such, as of March 31, 2016, the Company had reversed $ 222 Other The Company is also engaged in additional litigation, for which no contingent liability is recorded as the Company does not expect any material negative outcome. Deposits with courts The Company made deposits with courts during 2015 and 2014, related to its proceedings in Germany, Brazil, Romania and Malaysia. Deposits with courts paid in local currency are remeasured on the balance sheet date based on the related foreign exchange rate on that date. As of March 31, 2016 and December 31, 2015, deposits with courts, which are recorded as current assets, totaled $ 831 1,930 1,173 192 May 5 Leases In January 2014, the Company entered into an amended lease agreement for its corporate executive office in New York for the lease of a different office space within the same building. The initial annual rental fee for this new office is approximately $ 403 72 June 30, 2016 9. 109 91 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events On April 25, 2016, the Company entered into a Confidential License Agreement (the “License Agreement”). Pursuant to the terms of the License Agreement, the Licensee will pay the Company a one-time lump sum payment of $ 8,900 |
Accounting and Reporting Poli25
Accounting and Reporting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The accompanying interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X, and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected by the Company. Such adjustments are of a normal, recurring nature. The results of operations for the three month period ended March 31, 2016 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. |
Use of estimates | The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from such estimates. Significant items subject to such estimates and assumptions include the Company’s intangible assets, the useful lives of the Company’s intangible assets, the valuation of the Company’s derivative warrants, the valuation of stock-based compensation, deferred tax assets and liabilities, income tax uncertainties, and other contingencies. |
New Accounting Pronouncements | (c) Accounting guidance adopted in 2016 ASU No. 2015-03, Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs During the three month period ended March 31, 2016, the Company adopted guidance on a retrospective basis that requires debt issuance costs related to a recognized debt liability to be presented in the consolidated balance sheet as a deduction from the carrying amount of such debt. As a result of this adoption, the Company reclassified $73 of debt issuance costs as of December 31, 2015 from other current assets to senior secured notes. ASU No. 2014-15, Presentation of Financial Statements (Topic 205): Going Concern During the three month period ended March 31, 2016, the Company adopted the standard that provides guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. ASU 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share is More Akin to Debt or to Equity During the three month period ended March 31, 2016, the Company adopted the standard that clarifies how current U.S. GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements. |
Reclassification | (d) Reclassification On November 27, 2015, the Company implemented the Reverse Stock Split, which became effective at the opening of trading on the NASDAQ on that date. As of November 27, 2015, every 10 shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. Certain balances have been reclassified to conform to presentation requirements, including to retroactively present the effect of the Reverse Stock Split. All references to the number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the Reverse Stock Split on a retroactive basis for all periods presented, unless otherwise noted. As a result of the adoption by the Company of ASU No. 2015-03 73 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Computation of Net Loss per Common Share | The table below presents the computation of basic and diluted net losses per common share: Three months ended March 31, 2016 2015 Basic Numerator: Net loss attributable to shares of common stock $ (3,955) $ (6,976) Basic Denominator: Weighted average number of shares of common stock outstanding during the period 14,158,680 9,340,490 Basic common stock shares outstanding 14,158,680 9,340,490 Basic net loss per common stock share $ (0.28) $ (0.75) Diluted Numerator: Diluted net loss attributable to shares of common stock $ (3,955) $ (6,976) Diluted Denominator: Basic common stock shares outstanding 14,158,680 9,340,490 Diluted common stock shares outstanding 14,158,680 9,340,490 Diluted net loss per common stock share $ (0.28) $ (0.75) Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: Both vested and unvested options to purchase an equal number of shares of common stock of the Company 862,484 920,235 Unvested RSUs to issue an equal number of shares of common stock of the Company 25,620 67,656 Warrants to purchase an equal number of shares of common stock of the Company 1,006,679 1,740,265 Conversion feature of Notes 318,924 Total number of potentially dilutive instruments, excluded from the calculation of net loss per share 2,213,707 2,728,156 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The transaction has been accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their fair values at the closing date. The purchase price consideration was as follows: October 15, 2015 Acquisition: Fair Value Series B Preferred Stock $ 5,378 Debt assumed, settled in shares 193 Total share value issued $ 5,571 |
Components of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price allocation was as follows: Fair Value Assets: Cash and cash equivalents $ 144 Accounts receivable 245 Inventory 234 Prepaid expenses 18 Current Assets 641 Intangible assets 2,146 Goodwill 4,863 Total Assets 7,650 Liabilities: Accounts payable 464 Credit line 270 Accrued expenses 44 Other current liabilities 173 Deferred tax liabilities 866 Total liabilities 1,817 Noncontrolling interest in Fli Charge 262 Total $ 5,571 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Finite-Lived Intangible Assets | The following table provides information regarding the Company’s intangible assets, which consist of the following: March 31, 2016 December 31, 2015 Gross Net Gross Net Weighted average Carrying Accumulated Carrying Carrying Accumulated Carrying amortization period Amount Amortization Amount Amount Amortization Amount (years) Patents $ 28,213 $ (14,512) $ 13,701 $ 28,213 $ (13,782) $ 14,431 8.60 Customer relationships 1,163 (136) 1,027 1,163 (62) 1,101 3.91 Trade name 504 (47) 457 504 (21) 483 4.90 Technology 479 (39) 440 479 (18) 461 5.68 Additions during the year: Software 86 86 Total intangible assets $ 30,445 $ (14,734) $ 15,711 $ 30,359 $ (13,883) $ 16,476 |
Schedule of Goodwill | Fli Charge 757 Group Mobile 4,106 Total Goodwill $ 4,863 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three months ended March 31, 2016 2015 Revenue: Intellectual Property $ 750 $ 150 Fli Charge 17 Group Mobile 1,277 Total Revenue $ 2,044 $ 150 Segment operating loss: Intellectual Property $ (2,505) $ (6,753) Fli Charge (779) Group Mobile (322) Total segment operating loss $ (3,606) $ (6,753) Non-operating expense, net (349) (223) Net loss $ (3,955) $ (6,976) March 31, December 31, Assets: Intellectual Property $ 36,864 $ 42,648 Fli Charge 1,286 1,583 Group Mobile 6,725 6,228 Total Assets $ 44,875 $ 50,459 |
Senior Secured Notes (Tables)
Senior Secured Notes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The table below summarizes changes in the book value of the Notes from December 31, 2015 to March 31, 2016: Book value of Notes as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) $ 3,111 Debt repayments in January and February 2016 (1,190) Amortization of debt discount and debt issuance costs, included in interest expense 356 Book value of Notes before the Exchange Note Agreement on March 9, 2016 2,277 Fair value of the considerations provided to the Investors, including: Increase in fair value of May 2015 Warrants due to reduced exercise price 281 Repayment of Notes in shares of common stock 1,267 Repayment of $1,267 of Notes in shares of common stock at a discount to the market 183 Restructuring fee paid to the Investors 50 Total fair value of the considerations provided to the Investors 1,781 Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 496 Amortization of debt discount and debt issuance costs, included in interest expense 58 Book value of Amended Notes as of March 31, 2016 $ 554 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the placement in the fair value hierarchy of liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015: Fair value measurement at reporting date using Quoted prices in active markets Significant other Significant for identical observable unobservable Balance assets (Level 1) inputs (Level 2) inputs (Level 3) March 31, 2016: May 2015 Warrants $ 428 $ $ $ 428 December 31, 2015: May 2015 Warrants $ 416 $ $ $ 416 Conversion feature $ 1 $ $ $ 1 |
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 three month period ended March 31, 2016: May 2015 Conversion Warrants feature December 31, 2015 $ 416 $ 1 Decrease in fair value of the warrants and conversion feature (269) (1) Increase in fair value as a result of debt modification $ 281 March 31, 2016 $ 428 $ |
Fair Value Measurements Based Upon Sensitivity and Nature of Inputs | Fair value measurement of the derivative warrant liabilities falls 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. March 31, 2016: Description Valuation technique Unobservable inputs Range May 2015 Warrants Black-Scholes-Merton Volatility 83.36 % Risk free interest rate 1.10 % Expected term, in years 4.09 Dividend yield 0.00 % December 31, 2015: Description Valuation technique Unobservable inputs Range Conversion feature Monte-Carlo model Volatility 82.46 % Risk free interest rate 0.46 % Expected term, in years 0.51 Conversion price $10.00 May 2015 Warrants Black-Scholes-Merton Volatility 79.13 % Risk free interest rate 1.68 % Expected term, in years 4.34 Dividend yield 0.00 % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule Of Changes In Warrants Activity | The following table summarizes information about warrant activity during the three month period ended March 31, 2016: No. of warrants Weighted average Exercise December 31, 2015 1,006,679 $ 12.92 $5.00 - $17.60 Granted Exercised Expired March 31, 2016 1,006,679 $ 9.18 $3.00 - $17.60 |
Schedule Of Warrants Outstanding | Certain of the Company’s outstanding warrants are classified as equity warrants and certain are classified as derivative warrant liabilities. The Company’s outstanding equity warrants as of March 31, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date Series 1 Warrants 149,025 $ 17.60 1.30 years July 19, 2017 Series 2 Warrants 194,352 $ 17.60 1.30 years July 19, 2017 Reload Warrants 75,802 $ 17.60 0.85 years February 6, 2017 October 2015 Warrants 50,000 $ 5.00 5.04 years April 15, 2021 Outstanding as of March 31, 2016 469,179 The Company’s outstanding derivative warrants as of March 31, 2016 consist of the following: No. outstanding Exercise price Remaining Expiration Date May 2015 Warrants 537,500 $ 3.00 4.09 years May 4, 2020 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Options Granted | The following table illustrates the RSUs granted during the three month period ended March 31, 2016. There were no stock options granted during the three month period ended March 31, 2016. Fair market Title Grant date No. of RSUs Exercise price value at grant date Vesting term Consultant March 9, 2016 10,000 $ 2.13 Over 0.33 years |
Stock Options and Restricted Stock Units Activity | The activity related to stock options and RSUs during the three month period ended March 31, 2016 consisted of the following: RSUs Options No. of Weighted average No. of Weighted average Exercise price Weighted average Outstanding at January 1, 2016 53,280 $ 36.31 871,484 $ 30.65 $ 5.10 - 55.00 $ 20.49 Granted 10,000 $ 2.13 Vested/Exercised (37,660) $ 35.94 Forfeited Expired (9,000) $ 55.00 $ 55.00 $ 26.20 Outstanding at March 31, 2016 25,620 $ 23.51 862,484 $ 30.40 $ 5.10 - 55.00 $ 20.43 Exercisable at March 31, 2016 819,358 $ 31.13 $ 5.10 - 55.00 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Current Assets | As of March 31, 2016 and December 31, 2015, the Company’s other current assets were comprised of the following: March 31, December 31, 2016 2015 Prepaid expenses $ 439 $ 674 Inventory 475 379 Other 20 24 $ 934 $ 1,077 |
Accounts Payable, Accrued Exp35
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities | As of March 31, 2016 and December 31, 2015, the Company’s accounts payable, accrued expenses and other current liabilities were comprised of the following: March 31, December 31, 2016 2015 Accounts payable and accrued liabilities $ 2,503 $ 4,885 Tax liabilities 538 538 Other 680 607 $ 3,721 $ 6,030 |
General (Additional Information
General (Additional Information) (Details) $ / shares in Units, $ in Thousands | Mar. 09, 2016USD ($)$ / sharesshares | Oct. 15, 2015USD ($) | Aug. 09, 2012 | Mar. 31, 2016USD ($)$ / shares | Feb. 29, 2016USD ($) | Nov. 27, 2015 | Mar. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | Dec. 28, 2015 | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Feb. 18, 2014 |
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Payments for Deposits | $ 1,173 | $ 1,173 | ||||||||||
Deposits Assets, Current | $ 831 | 831 | $ 1,930 | |||||||||
Cash and cash equivalents | 20,560 | 20,560 | 24,951 | $ 12,239 | $ 16,023 | |||||||
Business Combination, Consideration Transferred, Total | $ 5,571 | |||||||||||
Stockholders' Equity Note, Stock Split | As of November 27, 2015, every 10 shares of the Companys issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Companys stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. | |||||||||||
Number of Patent Portfolio Acquired | 124 | |||||||||||
Percentage Of Royalty Payable On Excess Of Gross Revenue | 35.00% | |||||||||||
Accounts Receivable, Net, Current, Total | 1,060 | 1,060 | $ 246 | |||||||||
Prepaid Litigation Expenses, Returned | $ 192 | 192 | ||||||||||
New Conversion Price of Warrants | $ / shares | $ 3 | |||||||||||
Old Conversion Price of Warrants | $ / shares | $ 10 | |||||||||||
Shareholder Rights Plan [Member] | ||||||||||||
Shareholder Rights Plan Description | if a group or person that already owns 4.99% or more of the Companys common stock acquires additional shares representing 0.5% or more of the Companys common stock, then, subject to certain exceptions, there would be a triggering event under the plan. The rights would then separate from the Companys common stock and would be adjusted to become exercisable to purchase shares of the Companys common stock having a market value equal to twice the purchase price of $9.50, resulting in significant dilution in the ownership interest of the acquiring person or group. | |||||||||||
Infomedia [Member] | ||||||||||||
Cost Method Investment Ownership Percentage | 8.25% | |||||||||||
Licensing Agreements [Member] | ||||||||||||
Payments to Acquire Intangible Assets | 22,000 | |||||||||||
Patents [Member] | ||||||||||||
Payments to Acquire Intangible Assets | 22,000 | |||||||||||
International Development Group Limited [Member] | ||||||||||||
Business Combination, Consideration Transferred, Total | $ 5,571 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||||
fliCharge International Ltd [Member] | ||||||||||||
Equity Method Investment, Ownership Percentage | 30.00% | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||||||||
Warrant [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | shares | 537,500 | |||||||||||
Payments for Restructuring | $ 50 | |||||||||||
Senior Secured Convertible Notes Payable [Member] | ||||||||||||
Common Stock, Par Or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||||
Deposits Assets, Current | 831 | 831 | ||||||||||
Debt Instrument, Face Amount | $ 12,500 | |||||||||||
Cash and cash equivalents | $ 20,560 | 20,560 | ||||||||||
Debt Instrument, Maturity Date, Description | June 30, 2017 | |||||||||||
Accounts Receivable, Net, Current, Total | $ 1,060 | $ 1,060 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 703,644 | |||||||||||
Unregistered Common Stock Issued For Forgiveness Of Debt | $ 1,267 | |||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | |||||||||||
Long Term Debt Covenant, Minimum Cash Balance | 2,900 | |||||||||||
Interest Payable | $ 49 | |||||||||||
Senior Secured Convertible Notes Payable [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Senior Secured Convertible Notes Payable [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Accounting and Reporting Poli37
Accounting and Reporting Policies (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Nov. 27, 2015 | Dec. 31, 2015 | |
Stockholders' Equity Note, Stock Split | As of November 27, 2015, every 10 shares of the Companys issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Companys stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.01. | |
Other Current Assets [Member] | Accounting Standards Update 2015-03 [Member] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 73 |
Net Loss per Common Share (Comp
Net Loss per Common Share (Computation of basic and diluted net losses per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Earnings Per Share Disclosure [Line Items] | |||
Net loss attributable to shares of common stock | $ (3,955) | $ (6,976) | |
Basic common stock shares outstanding | [1] | 14,158,680 | 9,340,490 |
Basic net loss per common stock share | [1] | $ (0.28) | $ (0.75) |
Diluted common stock shares outstanding | [1] | 14,158,680 | 9,340,490 |
Diluted net loss per common stock share | [1] | $ (0.28) | $ (0.75) |
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 2,213,707 | 2,728,156 | |
Basic Numerator [Member] | |||
Earnings Per Share Disclosure [Line Items] | |||
Net loss attributable to shares of common stock | $ (3,955) | $ (6,976) | |
Basic Denominator [Member] | |||
Earnings Per Share Disclosure [Line Items] | |||
Weighted average number of shares of common stock outstanding during the year | 14,158,680 | 9,340,490 | |
Basic common stock shares outstanding | 14,158,680 | 9,340,490 | |
Basic net loss per common stock share | $ (0.28) | $ (0.75) | |
Diluted Numerator [Member] | |||
Earnings Per Share Disclosure [Line Items] | |||
Diluted net loss attributable to shares of common stock | $ (3,955) | $ (6,976) | |
Diluted Denominator [Member] | |||
Earnings Per Share Disclosure [Line Items] | |||
Basic common stock shares outstanding | 14,158,680 | 9,340,490 | |
Diluted common stock shares outstanding | 14,158,680 | 9,340,490 | |
Diluted net loss per common stock share | $ (0.28) | $ (0.75) | |
Both vested and unvested options to purchase an equal number of shares of common stock of the Company | |||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 862,484 | 920,235 | |
Unvested Restricted Stock Units (“RSU”) [Member] | |||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 25,620 | 67,656 | |
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 they had an anti-dilutive impact: | |||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 1,006,679 | 1,740,265 | |
Conversion feature of Senior Secured Notes [Member] | |||
Net loss per share data presented excludes from the calculation of diluted net loss the following potentially dilutive securities, as they had an anti-dilutive impact: | |||
Total number of potentially dilutive instruments, excluded from the calculation of net loss per share | 318,924 | 0 | |
[1] | Adjusted to reflect the impact of the 1:10 reverse stock split that became effective on November 27, 2015 |
Business Combination (Additiona
Business Combination (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2015 | Apr. 20, 2016 | Dec. 28, 2015 | Mar. 31, 2016 | Nov. 27, 2015 | May. 04, 2015 |
Finder [Member] | ||||||
Business Combination [Line Items] | ||||||
Aggregate of shares of common stock purchased by warrant | 50,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |||||
Former Chief Executive Officer and Director [Member] | ||||||
Business Combination [Line Items] | ||||||
Officers' Compensation | $ 9 | |||||
Common Stock [Member] | ||||||
Business Combination [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,604,167 | |||||
Shares Released from Escrow | 85,121 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,604,167 | |||||
Series A Preferred Stock [Member] | ||||||
Business Combination [Line Items] | ||||||
Preferred Stock, Shares Issued | 1,604,167 | |||||
Warrant [Member] | ||||||
Business Combination [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | |||||
Fair Value Adjustment of Warrants | $ 114 | |||||
Unregistered Common Stock [Member] | ||||||
Business Combination [Line Items] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 57,500 | 110,000 | ||||
Payments to Acquire Businesses, Gross | $ 262 | |||||
fliCharge International Ltd [Member] | ||||||
Business Combination [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 70.00% | |||||
Equity Method Investment, Ownership Percentage | 30.00% | |||||
International Development Group Limited [Member] | ||||||
Business Combination [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,666,667 | |||||
Series B Preferred Stock [Member] | ||||||
Business Combination [Line Items] | ||||||
Preferred Stock, Shares Authorized | 5,000 | |||||
Shares Held In Escrow | 240,625 |
Business Combination (Purchase
Business Combination (Purchase Price Consideration) (Details) $ in Thousands | Oct. 15, 2015USD ($) |
October 15, 2015 Acquisition: | |
Series B Preferred Stock | $ 5,378 |
Debt assumed, settled in shares | 193 |
Total share value issued | $ 5,571 |
Business Combination (Purchas41
Business Combination (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 15, 2015 |
Assets: | |||
Cash and cash equivalents | $ 144 | ||
Accounts receivable | 245 | ||
Inventory | 234 | ||
Prepaid expenses | 18 | ||
Current Assets | 641 | ||
Intangible assets | 2,146 | ||
Goodwill | $ 4,863 | $ 4,863 | 4,863 |
Total assets acquired, net | 7,650 | ||
Liabilities: | |||
Accounts payable | 464 | ||
Credit line | 270 | ||
Accrued expenses | 44 | ||
Other current liabilities | 173 | ||
Deferred tax liabilities | 866 | ||
Total liabilities | 1,817 | ||
Noncontrolling interest in Fli Charge | 262 | ||
Total | $ 5,571 |
Intangible Assets (Additional I
Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 851 | $ 804 |
Intangible Assets (Schedule of
Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 30,445 | $ 30,359 |
Accumulated Amortization | (14,734) | (13,883) |
Finite-Lived Intangible Assets, Net | 15,711 | 16,476 |
Technology Sector [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 479 | 479 |
Accumulated Amortization | (39) | (18) |
Finite-Lived Intangible Assets, Net | $ 440 | 461 |
Weighted average amortization period (years) | 5 years 8 months 5 days | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 28,213 | 28,213 |
Accumulated Amortization | (14,512) | (13,782) |
Finite-Lived Intangible Assets, Net | $ 13,701 | 14,431 |
Weighted average amortization period (years) | 8 years 7 months 6 days | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,163 | 1,163 |
Accumulated Amortization | (136) | (62) |
Finite-Lived Intangible Assets, Net | $ 1,027 | 1,101 |
Weighted average amortization period (years) | 3 years 10 months 28 days | |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 504 | 504 |
Accumulated Amortization | (47) | (21) |
Finite-Lived Intangible Assets, Net | $ 457 | 483 |
Weighted average amortization period (years) | 4 years 10 months 24 days | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 86 | 0 |
Accumulated Amortization | 0 | 0 |
Finite-Lived Intangible Assets, Net | $ 86 | $ 0 |
Intangible Assets (Company's In
Intangible Assets (Company's Information) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 15, 2015 |
Goodwill | $ 4,863 | $ 4,863 | $ 4,863 |
Fli Charge goodwill [Member] | |||
Goodwill | 757 | ||
Group Mobile goodwill [Member] | |||
Goodwill | $ 4,106 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Revenue | |||
Revenues | $ 2,044 | $ 150 | |
Segment operating loss: | |||
Operating Loss | (3,606) | (6,753) | |
Unallocated expenses, net: | |||
Nonoperating Income (Expense), Adjustment | (349) | (223) | |
Loss before income tax benefit (expense) | (3,955) | (6,976) | |
Assets: | |||
Assets | 44,875 | $ 50,459 | |
Intellectual Property [Member] | |||
Revenue | |||
Revenues | 750 | 150 | |
Segment operating loss: | |||
Operating Loss | (2,505) | (6,753) | |
Assets: | |||
Assets | 36,864 | 42,648 | |
Fli Charge International Ltd [Member] | |||
Revenue | |||
Revenues | 17 | 0 | |
Segment operating loss: | |||
Operating Loss | (779) | 0 | |
Assets: | |||
Assets | 1,286 | 1,583 | |
Group Mobile Goodwill [Member] | |||
Revenue | |||
Revenues | 1,277 | 0 | |
Segment operating loss: | |||
Operating Loss | (322) | $ 0 | |
Assets: | |||
Assets | $ 6,725 | $ 6,228 |
Senior Secured Notes (Additiona
Senior Secured Notes (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2016 | May. 04, 2015 | Mar. 31, 2016 | Mar. 09, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Debt Instrument, Convertible, Conversion Price | $ 10 | $ 10 | |||||
Proceeds From Issuance Of Notes Payable And Warrants | $ 12,425 | ||||||
Payments of Debt Issuance Costs | $ 50 | 50 | $ 0 | ||||
Extinguishment of Debt, Amount | $ 210 | 356 | 0 | ||||
Unamortized Debt Issuance Expense | $ 73 | ||||||
Value of Shares Issued For Reduction of Outstanding Principal Amount | 1,267 | ||||||
Amendment To Warrants As Part Of Debt Modification | (281) | $ 0 | |||||
Debt Conversion, Converted Instrument, Amount | $ 281 | ||||||
Fair Value Adjustment of Debt Issuance Cost Capitalized | 183 | ||||||
New Conversion Price of Warrants | $ 3 | $ 3 | |||||
Old Conversion Price of Warrants | $ 10 | $ 10 | |||||
General and Administrative Expense [Member] | |||||||
Transaction Costs Expensed | 65 | ||||||
Warrant [Member] | |||||||
Warrants Issued During Period Shares | 537,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10 | ||||||
Common Stock [Member] | |||||||
Debt Discount Percentage | 15.00% | ||||||
Senior Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 12,500 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 10 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Debt Instrument, Term | 21 months | ||||||
Payments of Debt Issuance Costs | 49 | ||||||
Debt Instrument, Periodic Payment, Principal | $ 1,190 | ||||||
Stock Issued During Period, Shares, New Issues | 1,032,332 | ||||||
Unregistered Common Stock Issued For Forgiveness Of Interest on Debt | $ 49 | ||||||
Long-term Debt, Gross | $ 4,206 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 703,644 | ||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 102.00% | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 | Jun. 30, 2017 | |||||
Debt Conversion, Converted Instrument, Amount | $ 1,499 | ||||||
Long Term Debt Covenant, Minimum Cash Balance | $ 2,900 | $ 2,900 | |||||
Senior Notes [Member] | Minimum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||
Convertible Notes Payable | $ 1,749 | $ 1,749 | |||||
Senior Notes [Member] | Maximum [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||
Convertible Notes Payable | $ 3,016 | $ 3,016 |
Senior Secured Convertible Note
Senior Secured Convertible Notes (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 09, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Book value of Notes as of December 31, 2015 (net of unamortized portion of debt issuance costs of $73) | $ 0 | $ 0 | $ 3,111 | ||
Debt repayments in January and February 2016 | $ (1,190) | ||||
Amortization of debt discount and debt issuance costs, included in interest expense | 58 | 356 | |||
Book value of Notes before the Exchange Note Agreement on March 9, 2016 | 2,277 | ||||
Fair value of the considerations provided to the Investors, including: | |||||
Increase in fair value of May 2015 Warrants due to reduced exercise price | 281 | ||||
Repayment of Notes in shares of common stock | 1,267 | ||||
Repayment of $1,267 of Notes in shares of common stock at a discount to the market | 183 | ||||
Restructuring fee paid to the Investors | 50 | 50 | $ 0 | ||
Total fair value of the considerations provided to the Investors | 1,781 | ||||
Book value of Amended Notes after the Exchange Note Agreement on March 9, 2016 | 496 | 0 | 0 | ||
Book value of Amended Notes as of March 31, 2016 | $ 554 | $ 496 | $ 554 |
Fair Value Measurements (Assets
Fair Value Measurements (Assets and Liabilities Measured at Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | $ 428 | $ 416 |
Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 1 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | 0 | |
Fair Value Inputs Level 3 [Member] | Warrant [Member] | ||
Liabilities | ||
Derivative liabilities | $ 428 | 416 |
Fair Value Inputs Level 3 [Member] | Conversion Warrants [Member] | ||
Liabilities | ||
Derivative liabilities | $ 1 |
Fair Value Measurements (Change
Fair Value Measurements (Changes In Company's Liabilities Measured At Fair Value Using Significant Unobservable Inputs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
May Twenty Fifteen Warrants [Member] | ||
Derivative Liability | $ 428 | $ 416 |
Decrease in fair value of the warrants and conversion feature | (269) | |
Increase in fair value as a result of debt modification | 281 | |
Conversion Warrants [Member] | ||
Derivative Liability | 0 | $ 1 |
Decrease in fair value of the warrants and conversion feature | (1) | |
Increase in fair value as a result of debt modification | $ 0 |
Fair Value Measurements (Based
Fair Value Measurements (Based Upon Sensitivity and Nature of Inputs) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
May 2015 Warrants [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 83.36% | 79.13% |
Risk free interest rate | 1.10% | 1.68% |
Expected term, in years | 4 years 1 month 2 days | 4 years 4 months 2 days |
Dividend yield | 0.00% | 0.00% |
Conversion feature [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Volatility | 82.46% | |
Risk free interest rate | 0.46% | |
Expected term, in years | 6 months 4 days | |
Conversion price | $ 10 |
Warrants (Additional Informatio
Warrants (Additional Information) (Details) | Mar. 09, 2016$ / shares |
Old Exercise Price [Member] | |
Warrants [Line Items] | |
Exercise Price | $ 10 |
New Exercise Price [Member] | |
Warrants [Line Items] | |
Exercise Price | $ 3 |
Warrants (Schedule Of Changes I
Warrants (Schedule Of Changes In Warrants Activity) (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants [Line Items] | |
Beginning Balance | shares | 1,006,679 |
Granted | shares | 0 |
Exercised | shares | 0 |
Expired | shares | 0 |
Ending Balance | shares | 1,006,679 |
Weighted average exercise price, Beginning Balance | $ 12.92 |
Weighted average exercise price, Granted | 0 |
Exercised, Weighted average exercise price | 0 |
Weighted average exercise price, Expired | 0 |
Weighted average exercise price, Ending Balance | 9.18 |
Exercise price range, Granted | 0 |
Exercise price range, Exercised | 0 |
Exercise price range, Expired | 0 |
Minimum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 5 |
Exercise price range, Ending Balance | 3 |
Maximum [Member] | |
Warrants [Line Items] | |
Exercise price range, Beginning Balance | 17.60 |
Exercise price range, Ending Balance | $ 17.60 |
Warrants (Schedule of Warrants
Warrants (Schedule of Warrants Outstanding) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants [Line Items] | |
No. outstanding | 469,179 |
Series 1 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 149,025 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 1 year 3 months 18 days |
Expiration Date | July 19, 2017 |
Series 2 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 194,352 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 1 year 3 months 18 days |
Expiration Date | July 19, 2017 |
Reload Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 75,802 |
Exercise price | $ / shares | $ 17.6 |
Remaining contractual life | 10 months 6 days |
Expiration Date | February 6, 2017 |
October 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 50,000 |
Exercise price | $ / shares | $ 5 |
Remaining contractual life | 5 years 14 days |
Expiration Date | April 15, 2021 |
May 2015 Warrants [Member] | |
Warrants [Line Items] | |
No. outstanding | 537,500 |
Exercise price | $ / shares | $ 3 |
Remaining contractual life | 4 years 1 month 2 days |
Expiration Date | May 4, 2020 |
Stock-based Compensation (Addit
Stock-based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stockholders Equity [Line Items] | ||
Share-Based Compensation | $ 463 | $ 1,872 |
Maximum [Member] | ||
Stockholders Equity [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,100,000 | |
Two Thousand Twelve Stock Option Plan [Member] | ||
Stockholders Equity [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 932,460 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,560,000 |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule Of Common Stock Options Granted) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Stockholders Equity [Line Items] | ||
Exercise price | $ 30.40 | $ 30.65 |
Management Directors and Employees [Member] | ||
Stockholders Equity [Line Items] | ||
Grant Date | March 9, 2016 | |
No. of RSUs | 10,000 | |
Exercise price | $ 0 | |
Fair market value at grant date | $ 2.13 | |
Vesting term | Over 0.33 years |
Stock-based Compensation (Stock
Stock-based Compensation (Stock options and RSU activity) (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Stockholders Equity [Line Items] | |
No. of options, Outstanding | shares | 871,484 |
No. of options, Granted | shares | 0 |
No. of options, Vested/Exercised | shares | 0 |
No. of options, Forfeited | shares | 0 |
No. of options, Expired | shares | (9,000) |
No. of options, Outstanding | shares | 862,484 |
No. of options, Exercisable | shares | 819,358 |
Exercise price range, Outstanding | $ 30.65 |
Exercise price range, Granted | 0 |
Exercise price range, Vested/Exercised | 0 |
Exercise price range, Forfeited | 0 |
Exercise price range, Expired | 55 |
Exercise price range, Outstanding | 30.40 |
Exercise price range, Exercisable | 31.13 |
Weighted average grant date fair value, Outstanding | 20.49 |
Weighted average grant date fair value, Expired | 26.20 |
Weighted average grant date fair value, Outstanding | 20.43 |
Restricted Stock [Member] | |
Stockholders Equity [Line Items] | |
Weighted average grant date fair value, Outstanding | 36.31 |
Weighted average grant date fair value, Granted | 2.13 |
Weighted average grant date fair value, Vested/Exercised | 35.94 |
Weighted average grant date fair value, Forfeited | 0 |
Weighted average grant date fair value, Expired | 0 |
Weighted average grant date fair value, Outstanding | 23.51 |
Weighted average grant date fair value, Exercisable | $ 0 |
Beginning Balance | shares | 53,280 |
No. of RSUs, Granted | shares | 10,000 |
No. of RSUs, Vested/Exercised | shares | (37,660) |
No. of RSUs, Forfeited | shares | 0 |
No. of RSUs, Expired | shares | 0 |
Ending Balance | shares | 25,620 |
No. of RSUs, Exercisable | shares | 0 |
Minimum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding | $ 5.10 |
Exercise price range, Outstanding | 5.10 |
Exercise price range, Exercisable | 5.10 |
Maximum [Member] | |
Stockholders Equity [Line Items] | |
Exercise price range, Outstanding | 55 |
Exercise price range, Granted | 0 |
Exercise price range, Vested/Exercised | 0 |
Exercise price range, Forfeited | 0 |
Exercise price range, Expired | 55 |
Exercise price range, Outstanding | 55 |
Exercise price range, Exercisable | $ 55 |
Other Current Assets (Schedule
Other Current Assets (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Current Assets [Line Items] | ||
Prepaid expenses | $ 439 | $ 674 |
Inventory | 475 | 379 |
Other | 20 | 24 |
Other Current Assets | $ 934 | $ 1,077 |
Accounts Payable, Accrued Exp58
Accounts Payable, Accrued Expenses and Other Current Liabilities (Additional Information) (Details) - USD ($) $ in Thousands | Jul. 12, 2015 | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | |||
Loans Payable, Total | $ 300 | $ 266 | $ 268 |
Debt Instrument, Description of Variable Rate Basis | lower of the Wall Street Journal prime rate plus 1% or 5% annually. | ||
Loans Payable [Member] | |||
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | |||
Debt Instrument, Maturity Date | Jul. 12, 2016 |
Accounts Payable, Accrued Exp59
Accounts Payable, Accrued Expenses and Other Current Liabilities (Schedule of Accounts Payable, Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Payable Accrued Expenses And Other Current Liabilities [Line Items] | ||
Accounts payable and accrued liabilities | $ 2,503 | $ 4,885 |
Tax liabilities | 538 | 538 |
Other | 680 | 607 |
Accounts Payable, Accrued Expenses and Other Current Liabilities | $ 3,721 | $ 6,030 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2016 | Feb. 29, 2016 | Jan. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||||||
Rental expense for operating leases | $ 109 | $ 91 | ||||
Deposits Assets, Current | $ 831 | 831 | $ 1,930 | |||
Loss Contingency Accrual Reversals During Period | 222 | |||||
Payments for Deposits | $ 1,173 | 1,173 | ||||
Prepaid Litigation Expenses, Returned | $ 192 | $ 192 | ||||
Office Space In Chandler AZ [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating Lease Rent Expense Annual Fee | $ 72 | |||||
Lease Expiration Date | Jun. 30, 2016 | |||||
New York [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating Lease Rent Expense Annual Fee | $ 403 | |||||
Lease Expiration Date | Oct. 31, 2019 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) $ in Thousands | 1 Months Ended |
Apr. 25, 2016USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from License Fees Received | $ 8,900 |