Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2014 |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
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Note 7—Commitments and Contingencies |
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Legal Proceedings |
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On December 11, 2012, Straight Path IP Group filed a demand for arbitration seeking a declaration that the Former SPIP CEO’s employment was properly terminated for cause and that the Former SPIP CEO is not entitled to severance or certain equity rights under his employment agreement. On March 15, 2013, the Former SPIP CEO filed a response and counterclaims alleging breach of contract and seeking various forms of relief. Specifically, he is seeking certain declarations related to the termination of his employment, and he is seeking certain payments including in respect of options to purchase common stock representing 5% of the outstanding common stock of Straight Path IP Group, damages for unpaid compensation and severance, a sum in excess of $35 million in compensatory damages, and punitive damages in an unspecified amount. In a filing with respect to the arbitration proceeding, the Former SPIP CEO announced his intent to present evidence of a valuation of $5 billion for Straight Path IP Group, along with his assertion that the market value of Straight Path IP Group is not a fair representation of his damages related to his alleged equity rights. Discovery is complete, the parties have filed motions for summary judgment, and the arbitration is set to begin on November 3, 2014. The Company does not believe that the Former SPIP CEO’s counterclaims have merit, and is vigorously seeking to enforce its rights, prevail on its claims, and defend against the defendant’s counterclaims. At the current time, the Company cannot reasonably determine its likely exposure in this matter. Under the terms of the Separation Agreement related to the Spin-Off, IDT is responsible for the costs of the arbitration and will indemnify the Company for liability other than for issuance of equity to the Former SPIP CEO. |
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On or about December 31, 2012, the Former SPSI CEO, and a related party (the “Related Entity”) filed a complaint in New York County against IDT Corporation, IDT Spectrum, Inc., IDT Spectrum, LLC, and certain IDT executives (collectively “the Spectrum Defendants”) seeking (a) a declaration that the Related Entity was the sole owner of certain wireless spectrum licenses acquired in May 2012 in the Related Party’s name, (b) an award of money damages to compensate for alleged economic injury caused by the Spectrum Defendants’ alleged interference with plaintiffs’ existing and prospective business relationships, (c) for the court to impose a constructive trust over the proceeds of the Straight Path Spectrum, Inc. portfolio in order to ensure that it is managed in a manner that maximizes its value, and (d) damages for breach of fiduciary duty. That case was removed to federal court on February 5, 2013. |
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On February 1, 2013, IDT Corporation, IDT Spectrum, Inc., and IDT Spectrum LLC (“IDT Plaintiffs”) filed a complaint against the Former SPSI CEO and other parties in United Stated District Court for the District of New Jersey. The IDT Plaintiffs also moved for a temporary restraining order and preliminary injunction. On February 5, 2013, the court granted IDT’s motion for a temporary restraining order. Following an evidentiary hearing, the court reserved decision regarding issuance of a preliminary injunction. |
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On June 6, 2013, IDT Corporation and certain related parties, including Straight Path Spectrum, settled all outstanding claims and disputes with the Former SPSI CEO and related parties described in the preceding two paragraphs. The disputes related primarily to certain contractual and other alleged rights the Former SPSI CEO claimed to have with respect to certain wireless spectrum licenses owned by Straight Path Spectrum, including rights to a portion of future proceeds from licensing, leasing, and sale of rights in spectrum licenses. In connection with the settlement, and in consideration for the transfer of certain wireless spectrum licenses that an entity controlled by the Former SPSI CEO had purchased as agent for Straight Path Spectrum, the Former SPSI CEO’s relinquishment of his claimed rights for future proceeds from other wireless spectrum licenses owned by Straight Path Spectrum, and the releases referred to below, Straight Path Spectrum made a cash payment in the amount of $1.5 million to the Former SPSI CEO, and the Former SPSI CEO is entitled to receive payments from future revenues generated from the leasing, licensing or sale of rights in certain of Straight Path Spectrum’s wireless spectrum licenses. The future payments shall equal 50% of revenues, net of certain expenses, received from such activities with respect to the covered licenses that are to be retained by Straight Path Spectrum, up to a maximum of $3.25 million. The parties to the settlement exchanged mutual releases with respect to all claims they had against each other arising from all prior or existing relationships. |
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The Company recorded the $1.5 million payment in fiscal 2013 in connection with the settlement with the Former SPSI CEO and parties related to the Former SPSI CEO as follows. The Company attributed $350,000 million to the value of the wireless spectrum licenses that were transferred to the Company by an entity controlled by the Former SPSI CEO, which was included in “Intangibles” in the combined and consolidated balance sheet at July 31, 2013, and the remaining $1.2 million was included in “Loss on settlement of Straight Path Spectrum legal proceedings” in fiscal 2013 in the combined and consolidated statement of operations. In addition, the Company reversed accrued amounts due to the Former SPSI CEO and parties related to the Former SPSI CEO related to the March and April 2012 sale of rights in wireless spectrum (see Note 10) and recorded a gain in fiscal 2013 of $0.2 million that was included in “Gain on sale of rights in wireless spectrum” in the combined and consolidated statement of operations. |
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On April 11, 2013, Sipnet EU S.R.O., a Czech company, (“Petitioner”) filed a petition for an inter partes review (IPR) at the United States Patent and Trademark Office (the “USPTO”) for certain claims of U.S. Patent 6,108,704 (“the ’704 Patent”). On October 11, 2013, the USPTO partially granted the request and instituted an IPR. On July 11, 2014, the USPTO held oral argument. On October 9, 2014, the USPTO issued an administrative decision that claims 1-7 and 32-42 of the ‘704 Patent are unpatentable. We disagree with this finding and intend to appeal this decision to the U.S. Court of Appeals for the Federal Circuit. Nevertheless, this decision could have a materially adverse impact on our enforcement efforts. While most of the claims found to be unpatentable were not asserted in our enforcement actions, we intend to vigorously defend all of the claims of the ’704 Patent and appeal the ruling. The USPTO’s decision could lead to challenges to other claims under other of our patents, especially if the decision withstands appeal. |
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During the pendency of an inter partes review, or related appeal, any litigation related to the patents in review could potentially be subject to an order to stay the litigation while the review or appeal proceeds. Therefore, while a review or appeal is pending, we may be unable to enforce our patents. |
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On August 1, 2013, Straight Path IP Group filed complaints in the United States District Court for the Eastern District of Virginia against Bandwidth.com, Inc. (“Bandwidth”), Telesphere Networks Ltd. (“Telesphere”), and Vocalocity, Inc. (“Vocalocity”) claiming infringement of two of its patents (U.S. Patent Nos. 6,701,365 and 6,513,066). Straight Path IP Group sought both damages and injunctive relief from the defendants. In January 2014, Straight Path IP Group entered into a confidential settlement and patent license agreement with Bandwidth. On February 26, 2014, the Court issued a Markman ruling, which Straight Path IP Group believes is favorable to its claims. In May 2014, Straight Path IP Group entered into a confidential settlement and patent license agreement with Telesphere. In June 2014, Straight Path IP Group entered into a confidential settlement and patent license agreement with Vocalocity. |
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On August 1, 2013, Straight Path IP Group filed a complaint with the International Trade Commission (“ITC”) to institute an investigation against respondents AmTran Logistics, Inc., AmTran Technology Co., Ltd. (collectively “AmTRAN”), LG Electronics, Inc., LG Electronics U.S.A., Inc., LG Electronics MobileComm U.S.A., Inc. (collectively “LG”) , Panasonic Corporation, Panasonic Corporation of North America(collectively “Panosonic”) , Sharp Corporation, Sharp Electronics Corporation (collectively “Sharp”) , Sony Computer Entertainment, Inc., Sony Computer Entertainment America LLC, Sony Computer Entertainment America Inc., Sony Corporation, Sony Corporation of America, Sony Electronics, Inc., Sony Mobile Communications AB, Sony Mobile Communications (USA) Inc., Sony Ericsson Mobile Communications (USA) Inc. (collectively “Sony”) , Toshiba Corporation, Toshiba America Inc., Toshiba America Information Systems, Inc. (collectively “Toshiba”) , and Vizio, Inc. (“Vizio”)Straight Path IP Group alleged that the respondents infringed three of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121). Straight Path IP Group sought to exclude the allegedly infringing products from importation into the United States. On September 4, 2013, the ITC instituted the investigation. In January 2014, Straight Path IP Group and Sharp entered into a confidential settlement and patent license agreement. In April 2014, Straight Path IP Group and Sony entered into a confidential settlement and patent license agreement. In May 2014, Straight Path IP Group and AmTRAN entered into a confidential settlement and patent license agreement. Also on May 5, 2014, Straight Path IP Group moved to terminate the ITC investigation to pursue its claims against the remaining respondents in district court. On May 12, 2014, the Administrative Law Judge issued an initial determination granting Straight Path IP Group’s motion to terminate. In May 2014, Straight Path IP Group and Panasonic entered into a confidential settlement and patent license agreement. |
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On August 1, 2013, Straight Path IP Group also filed complaints in the United States District Court for the Eastern District of Virginia against the same respondents in the ITC action, alleging infringement of the same three patents. Straight Path IP Group seeks damages in these actions. These actions against LG, Toshiba, and Vizio have been consolidated, and a scheduling order has issued—with trial set for February 2015. The co-pending actions against Sharp, Sony, Panasonic, and AmTRAN were dismissed from the district court based on compliance with obligations under the confidential settlement and patent license agreement. A scheduling order is expected shortly. |
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On April 23, 2014, Straight Path IP Group and Google, Inc. entered into a confidential license agreement. Although Google was not a party to either the ITC investigation or district court actions described above, Google products and services were identified in a number of allegedly infringing products. |
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On August 23, 2013, Straight Path IP Group filed complaints in the United States District Court for the Eastern District of Texas against Blackberry Ltd., Blackberry Corp. (collectively, “BlackBerry”), Huawei Investment & Holding Co., Ltd., Huawei Technologies Co., Ltd., Huawei Technologies USA, Inc., Huawei Devices USA, Inc., Samsung Electronics Co. Ltd., Samsung Electronics America, Inc., Samsung Telecommunications America, L.L.C., ZTE Corporation, and ZTE USA, Inc. (collectively “ZTE”) alleging infringement of three of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121). Straight Path IP Group seeks damages in these actions. Discovery has begun, a Markman hearing is set for November 2014 and a pretrial conference has been set for October 2015. In August 2014, Straight Path IP Group and BlackBerry entered into a confidential settlement and patent license agreement. In September 2014, Straight Path IP Group and ZTE entered into a confidential settlement agreement. |
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On November 5, 2013, Straight Path IP Group filed a complaint in the United States District Court for the Eastern District of Virginia against Vonage Holdings Corp., Vonage America, Inc., and Vonage Marketing LLC (collectively “Vonage”) claiming infringement of four of its patents (U.S. Patent Nos. 6,009,469; 6,131,121; 6,513,066; and 6,701,365). Straight Path IP Group sought both damages and injunctive relief from the defendants. In January 2014, the action was transferred to the District Court for the District of New Jersey. In September 2014, Straight Path IP Group and Vonage entered into a confidential settlement and patent license agreement. |
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On December 5, 2013, Sony filed three petitions at the USPTO for inter partes review of certain claims of U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121. On April 28, 2014, shortly after entering into a confidential settlement and patent license agreement, Sony and Straight Path IP Group jointly moved to terminate Sony’s petitions. On May 2, 2014, the USPTO terminated the petitions. |
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On May 2, 2014, Straight Path IP Group filed a complaint against Netflix, Inc. (‘Netflix”) in the United States District Court for the Eastern District of Texas claiming infringement of five of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; 6,701,365; 6,131,121; and 6,513,066). Straight Path IP Group sought both damages and injunctive relief in this action. In August 2014, Straight Path IP Group and Netflix entered into a confidential settlement and patent license agreement |
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On May 19, 2014, Vizio filed an action for declaratory relief of non-infringement of Straight Path’s patents (U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121) in the Eastern District of Virginia against Straight Path IP Group. That action was dismissed. |
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On June 5, 2014, Straight Path IP Group filed an additional complaint against BlackBerry in the United States District Court for the Eastern District of Texas, again claiming infringement of three of its patents (U.S. Patent Nos. 6,108,704; 6,009,469; and 6,131,121). This action against BlackBerry implicated infringing products and/or services not accused in the August 23, 2013 patent infringement action against BlackBerry described above. Straight Path IP Group sought both damages and injunctive relief in this action. Straight Path IP Group sought both damages and injunctive relief in this action. The complaint was dismissed as part of the parties’ August 2014 confidential settlement and patent license agreement. |
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At July 31, 2014, Straight Path IP Group’s total license and settlement amounts were an aggregate of $16.7 million. The aggregate license and settlement amounts exclude contingent amounts for which collectability is not reasonably assured. At July 31, 2014, Straight Path IP Group incurred an aggregate of $8.8 million in expenses directly related to these settlements, which is being recognized ratably in proportion to the revenue recognized. |
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On August 1, 2014, Vonage and Netflix, Inc. filed five petitions at the USPTO for inter partes review of certain claims of U.S. Patent Nos. 6,108,704; 6,009,469; 6,131,121; 6,513,066; and 6,701,365. As we have settled with both Netflix and Vonage we expect these inter partes review to be dismissed. |
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On August 22, 2014, Samsung Electronics Co., Ltd., Samsung Electronics America, Inc. and Samsung Telecommunications America, LLC. filed three petitions at the USPTO for inter partes review of certain claims of U.S. Patent Nos. 6,108,704; 6,009,469; 6,131,121. |
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On September 24, 2014, Straight Path IP Group filed three complaints against each of Apple, Inc. (“Apple”), Avaya Inc. (“Avaya”), and Cisco Systems, Inc. (“Cisco”) in the United States District Court for the Northern District of California. Straight Path IP Group claims that (a) Apple’s telecommunications products, including Facetime software, infringe four of its patents (U.S. Patent Nos. 6,108,704, 6,131,121, 6,701,365, and 7,149,208); that (b) Avaya’s IP telephony, video conference and telepresence products such as Defendant's Aura Platform infringe four of its patents (U.S. Patent Nos. 6,009,469, 6,108,704, 6,131,121, and 6,701,365); and (c) Cisco’s IP telephony, video conference and telepresence products such as the Unified Communications Solutions infringe four of its patents (U.S. Patent Nos. 6,009,469, 6,108,704, 6,131,121, and 6,701,365). |
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On September 26, 2014, Straight Path IP Group filed a complaint against Verizon Communications Inc., Verizon Services Corp., and Verizon Business Network Services Inc. (collectively “Verizon”) in the United States District Court for the Southern District of New York. Straight Path IP Group claims Verizon’s telephony products such as its Advanced Communications Products, including Unified Communications and Collaboration and VOIP infringe three of its patents (U.S. Patent Nos. 6,108,704, 6,131,121, and 6,701,365). |
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In addition to the foregoing, the Company may from time to time be subject to other legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. |
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Lease Commitments |
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The Company is currently operating under a lease agreement for its corporate headquarters in Richmond, Virginia for a term of one year beginning on June 1, 2014 and ending on May 31, 2015 at a monthly rent of $575. In July 2013, the Company entered into a lease agreement for a satellite office in Englewood Cliffs, New Jersey for one year commencing on August 1, 2013 and ending on July 31, 2014 for aggregate rent of $8,800. The Company is currently operating under a lease agreement for the period July 1, 2014 through October 31, 2014 for aggregate rent of $2,390. |
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Rental expense under operating leases was $22,000 and $13,000 in fiscal 2014 and fiscal 2013, respectively. |
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FCC License Renewal |
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As of October 24, 2013, Straight Path Spectrum has eight hundred twenty eight 39 GHz Economic Area (“EA”) licenses with an expiration date of October 18, 2020. Straight Path Spectrum has filed its substantial service performance filings for its 39 GHz EA licenses, and these showings have been accepted by the FCC, which is effective for the current period of the licenses, through 2020. |
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In addition, Straight Path Spectrum holds one hundred and thirty three LMDS licenses in the 28 GHz range, of which 14 licenses expire on August 10, 2018, 118 licenses expire on September 21, 2018, and the New York City LMDS license expires on February 1, 2016. Straight Path Spectrum has met its substantial service build-out obligations for these LMDS licenses. |
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Other Commitments and Contingencies |
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The Former SPSI CEO is entitled to receive payments from future revenues generated from the leasing, licensing or sale of rights in certain of Straight Path Spectrum’s wireless spectrum licenses. Those payments are to be made out of 50% of the covered revenue and are in a maximum aggregate amount of $3.25 million. The payments arise under the June 2013 settlement of certain claims and disputes with the Former SPSI CEO and parties related to the Former SPSI CEO. The Company has paid $112,000 to the Former SPSI CEO for this obligation in fiscal 2014. |
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Straight Path IP Group generally pays law firms that represent it in litigation against alleged infringers of its intellectual property rights a percentage of the amounts recovered ranging from 0% to 40% depending on several factors. |