Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information Abstract | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'dss | ' |
Entity Registrant Name | 'DOCUMENT SECURITY SYSTEMS INC | ' |
Entity Central Index Key | '0000771999 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 49,230,159 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $3,237,724 | $1,887,163 |
Accounts receivable, net of allowance of $60,000 ($60,000 - 2012) | 1,733,498 | 2,123,019 |
Inventory | 1,100,527 | 817,685 |
Prepaid expenses and other current assets | 438,624 | 290,402 |
Total current assets | 6,510,373 | 5,118,269 |
Property, plant and equipment, net | 5,304,101 | 3,723,908 |
Investments and other assets | 6,927,005 | 232,815 |
Goodwill | 15,305,316 | 3,322,799 |
Other intangible assets, net | 30,774,994 | 1,852,677 |
Total assets | 64,821,789 | 14,250,468 |
Current liabilities: | ' | ' |
Accounts payable | 1,334,663 | 1,417,460 |
Accrued expenses and other current liabilities | 1,577,974 | 1,223,244 |
Revolving lines of credit | 261,900 | 238,240 |
Short-term debt, net of unamortized discount of $46,000 | 807,490 | ' |
Current portion of long-term debt, net of unamortized discount of $0 ($44,000-2012) | 333,744 | 864,514 |
Total current liabilities | 4,315,771 | 3,743,458 |
Long-term debt | 2,920,094 | 1,527,906 |
Interest rate swap hedging liabilities | 49,166 | 127,883 |
Deferred tax liability | 3,153,104 | 127,675 |
Commitments and contingencies (see Note 7) | ' | ' |
Stockholders' equity | ' | ' |
Common stock, $.02 par value; 200,000,000 shares authorized, 49,230,159 shares issued and outstanding (21,705,969 in 2012) | 984,603 | 434,118 |
Additional paid-in capital | 97,499,051 | 55,872,917 |
Accumulated other comprehensive loss | -49,166 | -127,883 |
Accumulated deficit | -44,050,834 | -47,455,606 |
Total stockholders' equity | 54,383,654 | 8,723,546 |
Total liabilities and stockholders' equity | $64,821,789 | $14,250,468 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowance | $60,000 | $60,000 |
Unamortized debt discount | 46,000 | ' |
Long-term debt, unamortized discount | $0 | $44,000 |
Common stock, par value | $0.02 | $0.02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 49,230,159 | 21,705,969 |
Common stock, shares outstanding | 49,230,159 | 21,705,969 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue | ' | ' | ' | ' |
Printed products | $3,671,764 | $3,655,182 | $10,772,849 | $10,326,140 |
Technology sales, services and licensing | 577,606 | 508,941 | 1,526,281 | 1,340,192 |
Total revenue | 4,249,370 | 4,164,123 | 12,299,130 | 11,666,332 |
Costs of revenue | ' | ' | ' | ' |
Printed products | 2,542,045 | 2,501,918 | 7,355,289 | 7,301,950 |
Technology sales, services and licensing | 93,804 | 138,719 | 248,431 | 255,731 |
Total costs of revenue | 2,635,849 | 2,640,637 | 7,603,720 | 7,557,681 |
Gross profit | 1,613,521 | 1,523,486 | 4,695,410 | 4,108,651 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 2,712,488 | 2,476,528 | 8,526,378 | 6,605,593 |
Impairment of intangible assets | 516,726 | ' | 516,726 | ' |
Amortization of intangibles | 1,045,620 | 76,026 | 1,213,872 | 228,078 |
Operating expenses | 4,274,834 | 2,552,554 | 10,256,976 | 6,833,671 |
Operating loss | -2,661,313 | -1,029,068 | -5,561,566 | -2,725,020 |
Other expense: | ' | ' | ' | ' |
Interest expense | -64,972 | -51,387 | -158,487 | -176,992 |
Amortization of note discount and loss on debt extinguishment | -17,367 | -11,058 | -71,189 | -248,758 |
Loss before income taxes | -2,743,652 | -1,091,513 | -5,791,242 | -3,150,770 |
Income tax (benefit) expense, net | -9,205,488 | 4,737 | -9,196,014 | 14,211 |
Net income (loss) | 6,461,836 | -1,096,250 | 3,404,772 | -3,164,981 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Interest rate swap gain (loss) | 2,609 | -5,179 | 78,717 | -27,671 |
Comprehensive income (loss) | $6,464,445 | ($1,101,429) | $3,483,489 | ($3,192,652) |
Earnings per share: | ' | ' | ' | ' |
Basic | $0.15 | ($0.05) | $0.12 | ($0.15) |
Diluted | $0.15 | ($0.05) | $0.12 | ($0.15) |
Shares used in computing earnings per share: | ' | ' | ' | ' |
Basic | 41,911,569 | 20,822,351 | 28,444,037 | 20,536,448 |
Diluted | 41,914,855 | 20,822,351 | 28,462,741 | 20,536,448 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $3,404,772 | ($3,164,981) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 1,660,948 | 598,010 |
Stock compensation expense | 1,579,641 | 631,466 |
Amortizaton of note discount | 44,937 | 248,758 |
Loss on extinquishment of debt | 26,252 | ' |
Impairment of intangible assets | 516,726 | ' |
Change in deferred tax provision | -9,196,014 | 14,211 |
(Increase) decrease in assets: | ' | ' |
Accounts receivable | 389,521 | -63,395 |
Inventory | -282,842 | -332,108 |
Prepaid expenses and other assets | -188,203 | -181,330 |
Increase (decrease) in liabilities: | ' | ' |
Accounts payable | 72,847 | 182,229 |
Accrued expenses and other liabilities | 50,942 | -11,287 |
Net cash used by operating activities | -1,920,473 | -2,078,427 |
Cash flows from investing activities: | ' | ' |
Purchase of property, plant and equipment | -321,230 | -108,931 |
Acquisition of business | 6,560,890 | ' |
Purchase of investment | -250,000 | ' |
Purchase of other intangible assets | -2,557,825 | -103,569 |
Net cash provided (used) by investing activities | 3,431,835 | -212,500 |
Cash flows from financing activities: | ' | ' |
Net (payments) borrowings on revolving lines of credit | 23,660 | -220,780 |
Payment of short-term loan from related party | ' | -150,000 |
Payments of long-term debt | -233,228 | -269,056 |
Payments of capital lease obligations | ' | -74,279 |
Issuance of common stock, net of issuance costs | 48,767 | 3,310,287 |
Net cash (used) provided by financing activities | -160,801 | 2,596,172 |
Net increase in cash | 1,350,561 | 305,245 |
Cash beginning of period | 1,887,163 | 717,679 |
Cash end of period | $3,237,724 | $1,022,924 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Significant Accounting Policies | ' | ||||||||||||||||
1. Basis of Presentation and Significant Accounting Policies | |||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 8.03 of Regulation S-X for smaller reporting companies. Accordingly, these statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and comprehensive income (loss) and cash flows include all adjustments, consisting only of normal recurring items necessary for their fair presentation in accordance with U.S. generally accepted accounting principles. All significant intercompany transactions have been eliminated in consolidation. | |||||||||||||||||
Interim results are not necessarily indicative of results expected for a full year. For further information regarding Document Security Systems, Inc.'s (the "Company" or "DSS" ) accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Form 10-K, as amended, for the fiscal year ended December 31, 2012. | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates and assumptions. In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure. | |||||||||||||||||
Completion of Merger with DSS Technology Management, Inc. | |||||||||||||||||
On July 1, 2013 (the "Closing Date"), DSSIP, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of DSS merged with and into Lexington Technology Group, Inc. ("Lexington"), n/k/a DSS Technology Management, Inc., a Delaware corporation ("DSS Technology Management"), pursuant to the terms and conditions of the previously announced Agreement and Plan of Merger, dated as of October 1, 2012 (as amended, the "Merger Agreement"), by and among the Company, DSS Technology Management, Merger Sub and Hudson Bay Master Fund Ltd. ("Hudson Bay"), as representative of DSS Technology Management's stockholders (the "Merger"). Effective on July 1, 2013, as a result of the Merger, DSS Technology Management became a wholly-owned subsidiary of DSS. In connection with the Merger, the Company issued on the Closing Date, its securities to DSS Technology Management's stockholders in exchange for the capital stock owned by DSS Technology Management's stockholders, as follows (the "Merger Consideration"): (i) an aggregate of 16,558,387 shares of the Company's common stock, par value $0.02 per share (the "Common Stock") ; (ii) 7,100,000 shares of the Company's Common Stock to be held in escrow pursuant to an escrow agreement, dated July 1, 2013, entered into by and among the Company, Hudson Bay and American Stock Transfer & Trust Company, LLC, as escrow agent (the "Escrow Agreement"); (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company's Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company's Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023 (the "$.02 Warrants"), to DSS Technology Management's preferred stockholders that would beneficially own more than 9.99% of the shares of the Company's Common Stock as a result of the Merger (the "Beneficial Ownership Condition"). In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company's Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSS Technology Management's common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC ("Palladium") as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium, 400,000 are currently being held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement. | |||||||||||||||||
As a result of the consummation of the Merger, as of the Closing Date, the former stockholders of DSS Technology Management owned approximately 51% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger own approximately 49% of the outstanding common stock of the combined company. | |||||||||||||||||
Pursuant to the Escrow Agreement, the shares of the Company's Common Stock deposited in the escrow account will be released to the holders of the DSS Technology Management common stock (pro rata on a fully-diluted basis as of the effective time of the Merger) if and when the closing price per share of the Company's Common Stock exceeds $5.00 per share (as adjusted for stock splits, stock dividends and similar events) for 40 trading days within a continuous 90 trading day period following the closing of the Merger. If within one year following the closing of the Merger, such threshold is not achieved, the shares of the Company's Common Stock held in escrow shall be cancelled and returned to the treasury of the Company. DSS Technology Management stockholders will have voting rights with respect to the Company's shares owned by such stockholders and held in escrow for one year following the closing of the Merger even though such shares may be cancelled and returned to the treasury of the Company if the condition for release of the shares held in escrow is not met. | |||||||||||||||||
If after one year, the shares held in escrow are cancelled because the conditions discussed above were not met, the former stockholders of DSS Technology Management are expected to own approximately 42% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger are expected to own approximately 58% of the outstanding common stock of the combined company (without taking into account any shares of the Company's Common Stock held by DSS Technology Management's stockholders prior to the completion of the Merger, and excluding the exercise of any options and warrants). | |||||||||||||||||
The transaction was accounted for as a business combination in accordance with the Business Combination Topic of the FASB ASC 805. (See Footnote 6) | |||||||||||||||||
Effective on August 2, 2013, Lexington Technology Group, Inc. changed its name to DSS Technology Management, Inc. | |||||||||||||||||
OUR BUSINESS | |||||||||||||||||
As a result of the Merger, the Company's business has expanded. With its packaging, plastics and commercial and security printing businesses, the Company develops, markets, manufactures and sells paper and plastic products designed to protect valuable information from unauthorized scanning, copying, and digital imaging. We have developed security technologies that are applied during the normal printing process. Our technologies and products are used by federal, state and local governments, law enforcement agencies and are also applied to a broad variety of industries as well, including financial institutions, high technology and consumer goods, entertainment and gaming, healthcare/pharmaceutical, defense and genuine parts industries. Our customers use our technologies where there is a need for enhanced security for protection and verification of critical financial instruments and vital records, or where there are concerns of counterfeiting, fraud, identity theft, brand protection and liability. | |||||||||||||||||
The Company's subsidiary, Extradev, Inc. which does business as DSS Digital Group, develops, markets and sells digital information services, including data hosting, disaster recovery and data back-up and security services. The Company's subsidiary, DSS Technology Management, Inc. formerly known as Lexington Technology Group, Inc., acquires or assists in the development of patented technology or intellectual property assets (or interests therein), with the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation. | |||||||||||||||||
Revenue Recognition - Sales of printed products including commercial and security printing, packaging, and plastic cards are recognized when a product or service is delivered, shipped or provided to the customer and all material conditions relating to the sale have been substantially performed. | |||||||||||||||||
For technology sales and services, revenue is recognized in accordance with the FASB ASC 985-605. Accordingly, revenue is recognized when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured. We recognize cloud computing revenue, including data backup, recovery and security services, on a monthly basis, beginning on the date the customer commences use of our services. Professional services are recognized in the period services are provided. For printing technology licenses revenue is recognized once all the following criteria for revenue recognition have been met: (1) persuasive evidence of an agreement exists; (2) the right and ability to use the product or technology has been rendered; (3) the fee is fixed and determinable and not subject to refund or adjustment; and (4) collection of the amounts due is reasonably assured. For other technology licenses, revenue arrangements generally provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company's part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. | |||||||||||||||||
Certain of the Company's revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. | |||||||||||||||||
Contingent Legal Expenses - Contingent legal fees are expensed in the consolidated statements of income in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, the Company may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. | |||||||||||||||||
Earnings Per Common Share - The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss year, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. | |||||||||||||||||
As of September 30, 2013 and 2012, there were 18,753,340 and 4,319,020, respectively, of common stock share equivalents potentially issuable under convertible debt agreements, employment agreements, options, warrants, and restricted stock agreements, including common shares being held in escrow pursuant to the Merger Agreement, that could potentially dilute basic earnings per share in the future. For the three months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $1.49, 3,286 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. For the nine months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $2.16, 18,704 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. Common stock equivalents were excluded from the calculation of diluted earnings per share because for periods in which the Company had net losses, their inclusion would have been anti-dilutive to the Company's losses in the respective periods. | |||||||||||||||||
All $.02 Warrants issued to Lexington in the July 1, 2013 merger, which represent shares issuable for little or no cash consideration are considered outstanding common shares and are included in the computation of basic earnings per share in accordance with ASC 260. Further in accordance with ASC 260, escrow shares issued to Lexington and Palladium subject to be returned to treasury based on a contingency that is considered remote are not included in basic or diluted earnings per share. The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted income per share: | |||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Weighted Average shares -basic | 41,911,569 | 20,822,351 | 28,444,037 | 20,536,448 | |||||||||||||
Dilutive potential common shares: | |||||||||||||||||
Stock Options and warrants | 3,286 | - | 18,704 | - | |||||||||||||
Weighted Average shares -diluted | 41,914,855 | 20,822,351 | 28,462,741 | 20,536,448 | |||||||||||||
Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. | |||||||||||||||||
During the nine months ended September 30, 2013 and 2012, one customer accounted for 24% and 26%, respectively, of the Company's consolidated revenue. As of September 30, 2013 and 2012, this customer accounted for 23% and 22%, respectively, of the Company's trade accounts receivable balance. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. | |||||||||||||||||
Conventional Convertible Debt - When the convertible feature of the conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature ("BCF"). Prior to the determination of the BCF, the proceeds from the debt instrument are first allocated between the convertible debt and any detachable free standing instruments that are included, such as common stock warrants. The Company records a BCF as a debt discount pursuant to FASB ASC Topic 470-20. In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. | |||||||||||||||||
Derivative Instruments - The Company maintains an overall interest rate risk management strategy that incorporates the use of interest rate swap contracts to minimize significant fluctuations in earnings that are caused by interest rate volatility. The Company has two interest rate swaps that change variable rates into fixed rates on a term loan and promissory note with RBS Citizens, N.A. These swaps qualify as Level 2 fair value financial instruments. These swap agreements are not held for trading purposes and the Company does not intend to sell the derivative swap financial instruments. The Company records the interest swap agreements on the balance sheet at fair value because the agreements qualify as cash flow hedges under accounting principles generally accepted in the United States of America. Gains and losses on these instruments are recorded in other comprehensive income (loss) until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive income (loss) (AOCI) to the Consolidated Statement of Operations on the same line item as the underlying transaction. The valuations of the interest rate swaps have been derived from proprietary models of the bank based upon recognized financial principles and reasonable estimates about relevant future market conditions and may reflect certain other financial factors such as anticipated profit or hedging, transactional, and other costs. The notional amounts of the swaps decrease over the life of the agreements. The Company is exposed to a credit loss in the event of non-performance by the counter parties to the interest rate swap agreements. However, the Company does not anticipate non-performance by the counter parties. The fair value of interest rate swap hedging liabilities as of September 30, 2013 amounted to $49,166 ($127,883 - December 31, 2012) and the net gain attributable to this cash flow hedge recorded during the nine months ended September 30, 2013 amounted to $78,717 ($27,671 loss- September 30, 2012). | |||||||||||||||||
Fair Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the FASB ASC establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | |||||||||||||||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
Fair Value of Financial Instruments - Financial instruments include cash, which is a short term investment and its carrying amount is a reasonable estimate of fair value, investments (see Note 6), interest rate swaps as discussed above, notes payable and a convertible note payable. Notes payable are valued based on rates currently available to financial institutions for debt with similar terms and remaining maturities. The carrying value approximates the fair value of these debt instruments as of September 30, 2013 and December 31, 2012. On May 24, 2013, the Company amended its convertible note to extend the maturity of the note. This resulted in a change in the fair value of the embedded conversion option that exceeded 10% of the carrying value of the original debt, and as a result, was accounted for in accordance with FASB Topic ASC 470-50 "Debt Modifications and Extinguishments". The convertible note payable was recorded at its fair value as of May 24, 2013. As of September 30, 2013, the note has an estimated fair value of approximately $297,000 ($565,000 - December 31, 2012) based on the underlying shares the note can be converted into at the trading price on September 30, 2013. Since the underlying shares are trading in an active, observable market, the fair value measurement qualifies as a Level 1 input. | |||||||||||||||||
Change in Accounting Principle - Effective July 1, 2013, the Company made a policy decision to no longer capitalize and amortize patent defense costs, but rather to expense patent defense costs as incurred. The Company believes that this policy decision constitutes a change in accounting principle that is preferable because of the addition of an operating segment that incurs significant expense litigating patent infringement. Therefore, potential settlement revenue and related patent defense legal costs will be recorded in the same period in the statement of operations. | |||||||||||||||||
In accordance with ASC 250, a change in accounting principle requires retrospective application. There is no retrospective impact to the accompanying consolidated financial statements as all previously capitalized patent defense costs have been expenses through the statement of operations in periods prior to the comparable periods included in this filing. Therefore, there is no impact on earnings for nine months ended September 30, 2013 and 2012, and no impact on accumulated deficit or any other component of stockholders' equity. | |||||||||||||||||
Reclassifications - Certain prior year amounts have been reclassified to conform to the current year presentation. |
Inventory
Inventory | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
2. Inventory | |||||||||
Inventory consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Finished Goods | $ | 537,156 | $ | 270,776 | |||||
Work in process | 177,906 | 101,694 | |||||||
Raw Materials | 385,465 | 445,215 | |||||||
$ | 1,100,527 | $ | 817,685 | ||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | ||||||||||||||||||||||||||
3. Goodwill and Intangible Assets | |||||||||||||||||||||||||||
Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Intangible assets include acquired other intangibles of customer lists and non-compete agreements and patent and patent rights recorded at estimated fair values in accordance with purchase accounting guidelines for acquisitions. In addition, other intangible assets includes costs for patent and patent rights purchased directly by the Company and patent application costs, such as legal and filing fees. Intangible assets are amortized over the expected useful life of the asset. | |||||||||||||||||||||||||||
The Company accounts for other intangible amortization as an operating expense, unless the underlying asset is directly associated with the production or delivery of a product. Costs incurred to renew or extend the term of recognized intangible assets, including patent annuities and fees, are expensed as incurred. To date, the amount of related amortization expense for other intangible assets directly attributable to revenue recognized is not material. The Company accounts for purchases of intangible assets in accordance with the provisions of ASC 350 "Intangibles" ("ASC 350") and ASC 360 "Fixed Assets" ("ASC 360"). The useful lives of intangible assets are determined at the date of purchase and are periodically evaluated for reasonableness. The assets will be tested for impairment at least annually, if determined to have an indefinite life, or whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. Costs to investigate potential purchases of intangible assets will be treated as expense when incurred, until or unless the purchase of the respective assets will be deemed viable, after which time the costs to further investigate and purchase the assets will be capitalized. Subsequent to purchase, legal and associated costs incurred in prosecuting alleged infringements of the patents will be recognized as expense when incurred. | |||||||||||||||||||||||||||
For the nine months ended September 30, 2013 and 2012, the Company spent approximately $72,000 and $103,000 on patent application costs and $2,500,000 and $0 on patent and patent rights acquisition costs, respectively. In addition, the Company acquired patents as a result of its acquisition of DSS Technology Management which were valued in conjunction with the Company's purchase accounting at approximately $27,852,000 (see Note 6). The patents and patent rights acquired have estimated economic useful lives of approximately 2.5 to 7.5 years. | |||||||||||||||||||||||||||
The Company recorded goodwill of approximately $12.2 million in connection with its acquisition of DSS Technology Management in July 2013. The goodwill was recorded due to the establishment of a deferred tax liability which resulted from the increase in basis of the DSS Technology Management tangible and intangible assets, excluding goodwill, for book purposes but not for tax purposes. Under the acquisition method of accounting, the impact on the acquiring company's deferred tax assets is recorded outside of acquisition accounting. Accordingly, the valuation allowance on the Company's deferred tax assets was partially released to offset part of the increase in deferred tax liability and resulted in an estimated financial statement income tax benefit of approximately $9.2 million, which was recorded in the statement of operations for the three and nine month periods ending September 30, 2013. The goodwill is not deductible for income tax purposes. | |||||||||||||||||||||||||||
Refer to Note 6 to these consolidated financial statements for additions to patents and goodwill in connection with the Company's acquisition of DSS Technology Management and the related application of the acquisition method of accounting. | |||||||||||||||||||||||||||
Intangible assets are comprised of the following: | |||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||||||||
Useful Life | Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||
Amount | Amortizaton | Amount | Amount | Amortizaton | Amount | ||||||||||||||||||||||
Acquired intangibles- customer lists and non-compete agreements | 5 -10 years | $ | 1,997,300 | $ | 1,296,743 | $ | 700,557 | $ | 2,405,300 | $ | 1,243,865 | $ | 1,161,435 | ||||||||||||||
Acquired intangibles-patents and patent rights | Varied (1) | 30,361,883 | 961,894 | 29,399,989 | - | - | - | ||||||||||||||||||||
Patent application costs | Varied (1) | 1,009,220 | 334,772 | 674,448 | 956,714 | 265,472 | 691,242 | ||||||||||||||||||||
$ | 33,368,403 | $ | 2,593,409 | $ | 30,774,994 | $ | 3,362,014 | $ | 1,509,337 | $ | 1,852,677 | ||||||||||||||||
(1) patent application costs, patent and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2013, the weighted average remaining useful life of these assets in service was approximately 7.0 years. | |||||||||||||||||||||||||||
Amortization expense for the nine months ended September 30, 2013 amounted to $1,213,872 ($228,078 - 2012). | |||||||||||||||||||||||||||
Approximate expected amortization for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||||||||
2014 | $ | 4,583,000 | |||||||||||||||||||||||||
2015 | $ | 4,497,000 | |||||||||||||||||||||||||
2016 | $ | 4,349,000 | |||||||||||||||||||||||||
2017 | $ | 4,276,000 | |||||||||||||||||||||||||
2018 | $ | 4,230,000 | |||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013, are as follows. | |||||||||||||||||||||||||||
Packaging | Printing | Plastics | Technology | Total | |||||||||||||||||||||||
Segment | Segment | Segment | Segment | ||||||||||||||||||||||||
Balance as of January 1, 2013 | |||||||||||||||||||||||||||
Goodwill | $ | 1,768,400 | $ | 630,524 | $ | 684,949 | $ | 238,926 | $ | 3,322,799 | |||||||||||||||||
Accumulated impairment losses | - | - | - | - | - | ||||||||||||||||||||||
1,768,400 | 630,524 | 684,949 | 238,926 | 3,322,799 | |||||||||||||||||||||||
Goodwill acquired during the year | - | - | - | 12,221,443 | 12,221,443 | ||||||||||||||||||||||
Impairment losses | - | - | - | (238,926 | ) | (238,926 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | |||||||||||||||||||||||||||
Goodwill | 1,768,400 | 630,524 | 684,949 | 12,460,369 | 15,544,242 | ||||||||||||||||||||||
Accumulated impairment losses | - | - | - | (238,926 | ) | (238,926 | ) | ||||||||||||||||||||
$ | 1,768,400 | $ | 630,524 | $ | 684,949 | $ | 12,221,443 | $ | 15,305,316 | ||||||||||||||||||
During the nine months ended September 30, 2013, the Company determined that the intangible assets the Company recorded as a result of its acquisition of ExtraDev, Inc. in May 2011 were impaired as a result of a decline of customers for its historical IT hosting and custom programming and services businesses due to increased competition, including competition from Microsoft, and ExtraDev's focus on new products such as the Company's AuthentiGuard Suite, which has reduced resources directed to supporting its IT hosting and custom programming businesses. As a result of this decline, the Company performed a present value analysis of the expected future cash flows of the revenues and expenses associated with ExtraDev's historical business and determined that the intangible assets that the Company had recorded as a result of the acquisition of ExtraDev were likely impaired. As a result, the Company wrote-off approximately $239,000 of goodwill, customer lists with a gross value of $258,000 and a net book value $198,000, and non-compete agreements with a gross value of $150,000 and a net book value of $80,000 associated with ExtraDev, Inc. in the third quarter of 2013. |
ShortTerm_and_LongTerm_Debt
Short-Term and Long-Term Debt | 9 Months Ended |
Sep. 30, 2013 | |
Short-Term and Long-Term Debt [Abstract] | ' |
Short-Term and Long-Term Debt | ' |
4. Short-Term and Long-Term Debt | |
Revolving Credit Lines - The Company entered into a credit facility agreement with RBS Citizens, N.A. ("Citizens Bank") in connection with the Company's acquisition of Premier Packaging Corporation ("Premier Packaging"). As amended, the credit facility agreement provides Premier Packaging with a revolving credit line of up to $1,000,000. The revolving line bears interest at 1 Month LIBOR plus 3.75% (3.93% as of September 30, 2013) and matures on May 31, 2014. As of September 30, 2013, the revolving line had a balance of $261,900 ($194,680, net of sweep account of $349,976 as of December 31, 2012). | |
Short-Term Debt - On May 24, 2013, the Company entered into a promissory note in the principal sum of $850,000 to purchase three printing presses that were previously leased by the Company's wholly-owned subsidiary, Secuprint, Inc. The Note is secured by all of the assets of Secuprint, Inc., including the equipment. The Note matures on May 24, 2014, and carries an interest rate of 9% per annum. Interest is payable quarterly, in arrears. On May 24, 2013, as additional consideration for the loan, the Company issued the lender a five-year warrant to purchase up to 60,000 shares of the Company's common stock at an exercise price of $3.00 per share. In conjunction with the issuance of the warrants, the Company recorded a discount on debt of approximately $69,000, which will be amortized over the term of the note. | |
Long-Term Debt - On December 30, 2011, the Company issued a $575,000 convertible note that was due on December 29, 2013, and carries an interest rate of 10% per annum. Interest is payable quarterly, in arrears. The convertible note can be converted at any time during the term at lender's option into a total of 260,180 shares of the Company's common stock at a conversion price of $2.21 per share. In conjunction with the issuance of the convertible note, the Company determined a beneficial conversion feature existed amounting to approximately $88,000, which was recorded as a debt discount and will be amortized over the term of the note. The note is secured by all of the assets (excluding assets leased) of Secuprint Inc., a subsidiary of the Company, is subject to various events of default. On May 24, 2013, the Company amended the convertible note to extend the maturity date of the note from December 29, 2013 to December 29, 2015. The change in the fair value of the embedded conversion option exceeded 10% of the carrying value of the original debt, therefore the Company accounted for this restructuring as an extinguishment in accordance with FASB Topic ASC 470-50 "Debt Modifications and Extinguishments". The note had a fair value of approximately $650,000 on the date of modification and had a balance of approximately $640,000 as of September 30, 2013 ($575,000 - December 31, 2012). | |
Term Loan Debt -On February 12, 2010, in conjunction with the credit facility agreement with Citizens Bank, the Company entered into a term loan with Citizens Bank for $1,500,000. As amended on July 26, 2011, the term loan requires monthly principal payments of $25,000 plus interest through maturity of February 2015. Interest accrues at 1 Month LIBOR plus 3.75% (3.93% at September 30, 2013). The Company entered into an interest rate swap agreement to lock into a 5.7% effective interest rate over the remaining life of the amended term loan. As of September 30, 2013, the balance of the term loan was $425,000 ($650,000 - December 31, 2012). | |
On July 19, 2013, Premier Packaging, the Company's wholly-owned subsidiary, entered into a Master Loan and Security Agreement (the "Master Agreement") with People's Capital and Leasing Corp. ("Peoples Capital") pursuant to which Premier Packaging purchased a 2006 Heidelberg Model XL105-6LX CP2000 printing press for use in its Victor, New York facility. Pursuant to the Master Agreement, People's Capital provided Premier Packaging with a loan in the principal amount of $1,303,900, repayable over a 60-month period in monthly payments of $24,356, subject to certain adjustments which will commence when the equipment is placed in service. The repayment of the loan is secured by a security interest in (i) the equipment; and (ii) all proceeds obtained from the equipment. On July 19, 2013, Premier Packaging also issued a Demand Promissory Note (the "Note") to the Lender in the principal amount of $1,350,000, to be used to make progress payments as required for the purchase and installation of the equipment. The Note bears a fluctuating interest at the rate of 3% above the Libor Rate (as defined in the Note), and shall become due and payable on a date to be determined by the Lender. The Note contains customary default provisions. The Note is secured by the Security Agreement entered into by and among Premier Packaging and the Lender on July 19, 2013, pursuant to which the Lender was granted a security interest in (i) the Equipment, (ii) all proceeds obtained from the Equipment, and (iii) all inventory and any other goods, merchandise or other personal property held by debtor for sale or lease and all raw materials, work or goods in process or materials or supplies of every nature used, consumed or to be consumed in debtor's business, now owned or hereafter acquired and all proceeds, including insurance proceeds and products of any of the foregoing. The aggregate amount borrowed under the Note will be transferred to the Master Agreement in an amount up to $1,303,900 when the equipment is placed in service and accepted by the Company. As of September 30, 2013, the Note had a balance of $1,008,900 and the equipment has not yet been placed in service. | |
Promissory Note - On August 30, 2011, the Company's wholly owned subsidiary Premier Packaging purchased the packaging plant it occupies in Victor, New York for $1,500,000, which was partially financed with a $1,200,000 promissory note obtained by Premier from Citizens Bank ("Promissory Note"). The Promissory Note calls for monthly payments of principal and interest in the amount of $7,658, with interest calculated as 1 month LIBOR plus 3.15% (3.33% at September 30, 2013). Concurrently with the transaction, the Company entered into an interest rate swap agreement to lock into a 5.865% effective interest rate for the life of the loan. The Promissory Note matures in August 2021 at which time a balloon payment of the remaining principal balance of $919,677 is due. As of September 30, 2013, the Promissory Note had a balance of $1,146,389 ($1,170,831 - December 31, 2012). | |
Standby Term Note - On October 8, 2010, the Company amended its credit facility Agreement with Citizens Bank to add a standby term loan note pursuant to which Citizens Bank will provide Premier Packaging with up to $450,000 towards the funding of eligible equipment purchases. In October 2011, the standby term loan note was converted into a term note payable in monthly installments of $887 plus interest over 5 years. As of September 30, 2013, the balance under this term note was $32,833 ($40,819 - December 31, 2012). | |
All of the Citizens Bank credit facilities are secured by all of the assets of Premier, and are also secured through cross guarantees by the Company and two of its other wholly owned subsidiaries, Plastic Printing Professionals, Inc. and Secuprint Inc. Under the Citizens Bank credit facilities, the Company's subsidiary, Premier is subject to various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
5. Stockholders' Equity | |
Stock Warrants - On January 21, 2013, the Company issued Century Media Group Inc. ("Century Media") a two year warrant to purchase up to 50,000 shares of the Company's common stock at an exercise price of $3.00 per share ("Warrant"). The Warrant vested on the date of grant ("Grant Date"), and carries a term of two years commencing from the Grant Date. In conjunction with the issuance of the above-described Warrant, the Company cancelled a warrant previously issued to Century Media on February 20, 2012 (the "February 2012 Warrant"). The February 2012 Warrant consisted of a 14-month, immediately vested warrant to purchase up to 250,000 shares of the Company's common stock, par value $.02 per share, at exercise prices of $4.50, $4.75, $5.00, $5.25 and $6.00 for each 50,000 block of shares covered by the February 2012 Warrant. The February 2012 Warrant was issued as partial consideration for a one-year investor relations consulting agreement previously entered into between the Company and Century Media on February 20, 2012 (the "Century Media Consulting Agreement"). The Century Media Consulting agreement expired on its stated termination date of February 20, 2013. As a result of the new Warrant, approximately $33,000 of stock based compensation expense was recorded in the nine months ended September 30, 2013. | |
On July 1, 2013 in conjunction with its Merger with DSS Technology Management, the Company issued warrants to purchase up to an aggregate of 4,859,894 shares of the Company's Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and warrants to purchase up to an aggregate of 3,432,170 shares of the Company's Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023 (the "$.02 Warrants"), to DSS Technology Management's preferred stockholders that would beneficially own more than 9.99% of the shares of the Company's Common Stock as a result of the Merger (the "Beneficial Ownership Condition"). (See Footnote 6) | |
Stock Options - During the nine months ended September 30, 2013, the Company issued options to purchase up to an aggregate of 178,750 shares of its common stock to its non-executive board members at exercise prices between $1.40 and $2.51 per share. The fair value of these options amounted to approximately $123,000 determined by utilizing the Black Scholes Merton option pricing model. | |
On January 10, 2013, the Company modified 80,000 fully vested options held by former non-executive board members that were set to expire on January 14, 2013 by extending the expiration dates to between January 2, 2014 and January 14, 2014. These options had been granted between 2009 and 2012. The incremental compensation costs associated with this modification of approximately $34,000 was recognized during the nine months ended September 30, 2013 and is included in selling, general and administrative expenses. | |
On July 1, 2013 in conjunction with its Merger with DSS Technology Management, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company's Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSS Technology Management's common stock. (See Footnote 6) | |
Stock-Based Compensation - The Company records stock-based payment expense related to options and warrants based on the grant date fair value in accordance with FASB ASC 718. Stock-based compensation includes expense charges for all stock-based awards to employees, directors and consultants. Such awards include option grants, warrant grants, and restricted stock awards. During the nine months ended September 30, 2013, the Company had stock compensation expense of approximately $1,580,000 or $0.06 basic earnings per share ($631,000; $0.03 basic earnings per share - 2012). This amount includes approximately $774,000 of stock based compensation expense for fair value of 386,678 shares issued to Palladium upon the closing of the Merger on July 1, 2013 and the expense associated with 400,000 shares issued to Palladium upon the closing of the Merger on July 1, 2013 that are being held in escrow. | |
As of September 30, 2013, there was approximately $1,939,000 of total unrecognized compensation costs related to options and restricted stock granted under the Company's stock option plans, which the Company expects to recognize over the weighted average period of approximately three years. This amount excludes $536,000 of potential stock based compensation for stock options that vest upon the occurrence of certain events which the Company does not believe are likely. |
Business_Combination
Business Combination | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combination [Abstract] | ' | ||||||||
Business Combination | ' | ||||||||
6. Business Combination | |||||||||
On July 1, 2013 (the "Closing Date"), DSSIP, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of DSS merged with and into Lexington Technology Group, Inc, pursuant to the terms and conditions of the previously announced Agreement and Plan of Merger, dated as of October 1, 2012 (as amended, the "Merger Agreement"). Effective on July 1, 2013, as a result of the Merger, Lexington Technology Group, Inc, which changed its name to DSS Technology Management, Inc. on August 2, 2013, became a wholly-owned subsidiary of DSS. The Company believes the merger with Lexington Technology Group was an opportunity to significantly increase its intellectual property assets and expand its intellectual property development, acquisition and monetization business. In connection with the Merger, the Company issued on the Closing Date, its securities to DSS Technology Management's stockholders in exchange for the capital stock owned by DSS Technology Management's stockholders, as follows (the "Merger Consideration"): (i) an aggregate of 16,558,387 shares of the Company's common stock, par value $0.02 per share (the "Common Stock"), which includes 240,559 shares of the Company's common stock owned by DSS Technology Management prior to the merger that were exchanged for shares issuable to DSS Technology Management stockholders pursuant to the merger (the "Exchange Shares"); (ii) 7,100,000 shares of the Company's Common Stock to be held in escrow pursuant to an escrow agreement, dated July 1, 2013. Pursuant to the escrow agreement, the shares of the Company's Common Stock deposited in the escrow account will be released to the holders if and when the closing price per share of the Company's Common Stock exceeds $5.00 per share (as adjusted for stock splits, stock dividends and similar events) for 40 trading days within a continuous 90 trading day period following the closing of the Merger. If within one year following the closing of the Merger, such threshold is not achieved, the shares of the Company's Common Stock held in escrow shall be cancelled and returned to the treasury of the Company. The holders of the escrow shares will have voting rights with respect to the shares until such shares are released or retired after one year (the "Escrow Agreement"); (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company's Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company's Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023 (the "$.02 Warrants"), to DSS Technology Management's preferred stockholders that would beneficially own more than 9.99% of the shares of the Company's Common Stock as a result of the Merger (the "Beneficial Ownership Condition"). In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company's Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSS Technology Management's common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium, 400,000 are currently being held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement. The Company spent approximately $1,445,000 in legal, accounting, consulting and filing fees related to the Merger | |||||||||
Accounting Treatment of the Merger | |||||||||
U.S. Generally Accepted Accounting Principles (hereafter - GAAP), require that for each business combination, one of the combining entities shall be identified as the acquirer, and the existence of a controlling financial interest shall be used to identify the acquirer in a business combination. In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. However, it is sometimes not clear which party is the accounting acquirer. | |||||||||
In accordance with FASB Topic ASC 805 "Business Combinations", if a business combination has occurred, but it is not clear which of the combining entities is the acquirer, GAAP requires considering additional factors in making that determination. These factors include the relative voting rights of the combined entity after the business combination, the existence of a large minority voting interest in the combined entity, the composition of the governing body of the combined entity, the composition of senior management in the combined entity and the relative size of the combining entities. | |||||||||
Based on the aforementioned, and after taking in consideration all relevant facts and circumstances, management came to the conclusion that DSS, as the legal acquirer was also the accounting acquirer in the transaction. The conclusion was based on the determination that although, the former stockholders of DSS Technology Management had 51% of the voting interest in the combined company as of the closing date of the merger, the former stockholders of DSS Technology Management did not have clear indications of control when analyzed in the context of the other factors listed by FASB Topic ASC 805, such as the existence of a large minority voting interest, the composition of the governing body of the combined entity, the composition of senior management in the combined entity and the relative size of the combining entities. In addition, the ownership of the combined company by the former stockholders of DSS Technology Management could reduce to approximately 42% of the outstanding common stock of the combined company if, after one year, the shares held in escrow are cancelled because the conditions of the escrow agreement were not met. At the time of the Merger, management determined the likelihood of meeting the conditions in the escrow agreement to be remote. As a result, the merger will be accounted for as a business combination in accordance with the Business Combination Topic of the FASB ASC 805. | |||||||||
Purchase Price Allocation | |||||||||
The Merger was accounted for in accordance with the acquisition method of accounting under FASB ASC Topic 805, "Business Combinations" ("Topic 805"). Under the guidance, the assets and liabilities of the acquired business, DSS Technology Management, are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill, if any. If the fair value of the assets acquired exceeds the purchase price and the liabilities assumed then a gain on acquisition is recorded. The purchase price is based on the fair value of the DSS common stock, DSS common stock to be held in escrow and issued if certain contingencies are met, warrants to purchase DSS common stock issued by DSS to DSS Technology Management stockholders, and replacement options awards related to pre-combination services granted to certain DSS Technology Management employees pursuant to the Merger Agreement. The Company measured the identifiable assets acquired and liabilities assumed based on the acquisition date fair value. The fair value of the equity instruments issued to former stockholders of DSS Technology Management is based on a $1.87 share price of DSS common stock which was the closing share price of DSS's stock on July 1, 2013 on the closing date of the Merger. For warrants and employee options to purchase DSS common stock issued or assumed as consideration in the Merger, the Company used the Black Scholes Merton option pricing model to determine fair values, with terms set at the remaining life of the option or warrant, a volatility of approximately 59%, and a risk free rate of return of approximately 0.9% with zero forfeitures expected. For the DSS common stock to be held in escrow, the Company used a Monte Carlo simulation model to determine an average expected fair value. While DSS uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed, the purchase price allocation is preliminary and could change during the measurement period (not to exceed one year) if new information is obtained about the facts and circumstances that existed as of the Merger date that, if known, would have resulted in the recognition of additional or changes to the value of the assets and liabilities presented in this purchase price allocation. | |||||||||
($ -in | |||||||||
thousands) | |||||||||
Current assets, net of current liabilities | $ | 6,256 | |||||||
Deposits and non-current assets | 9 | ||||||||
Investments at fair value | 6,450 | ||||||||
Other intangible assets- patent and patent rights | 27,852 | ||||||||
Goodwill | 12,221 | ||||||||
52,788 | |||||||||
Deferred tax liability | 12,221 | ||||||||
Total estimated purchase price | $ | 40,567 | |||||||
Consideration issued: | |||||||||
Fair value of 16,317,828 shares of DSS common stock issued to DSS Technology Management shareholders | $ | 30,514 | |||||||
Fair value of 7,100,000 shares of DSS common stock issued to DSS Technology Management shareholders to be held in escrow for up to one year | 901 | ||||||||
Fair value of options to purchase 2,000,000 shares DSS common stock for $3.00 per share exchanged for options to purchase DSS Technology Management's common stock that were granted to DSS Technology Management's employees which relate to pre-combination services | 141 | ||||||||
Fair value of warrants to purchase up to 4,859,894 shares of DSS common stock for $4.80 per share issued to DSS Technology Management shareholders | 2,661 | ||||||||
Fair value of warrants to purchase 3,432,170 shares of DSS common stock for $0.02 per share issued to certain DSS Technology Management shareholders | 6,350 | ||||||||
Total estimated purchase price | $ | 40,567 | |||||||
Management is responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Acquisition Date. Management considered a number of factors, including reference to an analysis under Topic 805 solely for the purpose of allocating the purchase price to the assets acquired and liabilities assumed. The company's estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of management's assumptions, which would not reflect unanticipated events and circumstances that occur. A relief from royalty methodology was used to value the patent portfolio and the analysis included a discounted cash flow which estimated future net cash flows resulting from the licensing and enforcement of the patent portfolio based on information as of the date of acquisition, considering assumptions and estimates related to potential infringers of the patents, applicable industries, usage of the underlying patented technologies, estimated license fee revenues, contingent legal fee arrangements, other estimated costs, tax implications and other factors. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of estimated net cash flows. | |||||||||
In March 2013, DSS Technology Management made a strategic investment in VirtualAgility, a developer of programming platforms that facilitate the creation of business applications without programming or coding. The investment involved a non-recourse note that would reward the Company a portion of the proceeds derived from the patent portfolio owned by VirtualAgility, plus an equity stake of 1/8 of 7% of the outstanding common stock of VirtualAgility, for $250,000 cash, plus options to make seven additional quarterly investments of $250,000 apiece, for a total investment of up to $2 million in cash. If all of such options are exercised, DSS Technology Management will have invested an aggregate of $2 million and, based on the current capitalization of VirtualAgility, would own approximately 7% of the outstanding common stock of VirtualAgility. In conjunction with its purchase accounting, the Company assessed the fair value of the VirtualAgility investment as of the Acquisition Date. A relief from royalty methodology was used to value the potential proceeds to be derived from the patent portfolio and the analysis included a discounted cash flow which estimated future net cash flows resulting from the licensing and enforcement of the VirtualAgility patent portfolio to which DSS Technology Management's has or can obtain rights to based on information as of the date of acquisition, considering assumptions and estimates related to potential infringers of the patents, applicable industries, usage of the underlying patented technologies, estimated license fee revenues, contingent legal fee arrangements, other estimated costs, tax implications and other factors. A discount rate consistent with the risks associated with achieving the estimated net cash flows was used to estimate the present value of estimated net cash flows. The measurement of the VirtualAgility constitutes a Level 3 input. | |||||||||
Set forth below is the unaudited pro-forma revenue, operating loss, net loss and loss per share of the Company as if DSS Technology Management had been acquired by the Company as of January 1, 2012. | |||||||||
(unaudited) | Nine Months Ended | Year Ended | |||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Revenue | $ | 12,327,000 | $ | 17,115,000 | |||||
Operating loss | (6,188,000 | ) | (6,544,000 | ) | |||||
Net loss | (7,192,000 | ) | (12,519,000 | ) | |||||
Earnings per share: | |||||||||
Basic | $ | (0.17 | ) | $ | (0.31 | ) | |||
Diluted | $ | (0.17 | ) | $ | (0.31 | ) | |||
The pro-forma amounts for the nine months ended September 30, 2013 and the year ended December 31, 2012 were adjusted to exclude merger related costs of $1,400,000 and $768,000, respectively, and exclude a non-recurring income tax benefit of $9,210,000 related to the merger. Since the acquisition, DSS Technology Management had revenue of approximately $329,000 and a loss of approximately $1,118,000. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
Legal Matters -From August 2005 until May 2013, the Company was involved in lawsuits in various foreign jurisdictions against the European Central Bank ("ECB") alleging patent infringement by the ECB and claimed unspecified damages (the "ECB Litigation"). The Company brought the suit in the European Court of First Instance in Luxembourg. The Company alleged that all Euro banknotes in circulation infringed the Company's European Patent 0 455 750B1 (the "Patent") which covered a method of incorporating an anti-counterfeiting feature into banknotes or similar security documents to protect against forgeries by digital scanning and copying devices. The ECB then filed claims against the Company in eight Euro pean countries seeking to invalidate the patents. During the course of the ECB Litigation, the losing party, in certain jurisdictions, was responsible for the prevailing party's legal fees and disbursements. As of September 30, 2013, pursuant to foreign judgments for costs and fees, the Company has recorded as accrued liabilities approximately €264,000 ($356,000) for such fees. In February 2013, the ECB filed an action in the United States District Court, Western District of New York to domesticate the amounts due under a foreign judgment issued in Germany, included in the amount above. In addition, the ECB formally requested the Company to pay attorneys and court fees for the Court of First Instance case in Luxembourg which amounts to €93,752 ($127,000) as of September 30, 2013, which, unless the amount is settled, will be subject to an assessment procedure that has not been initiated. The Company will accrue the assessed amount, if any, as soon as it is reasonably estimable. | |
On August 20, 2008, the Company entered into an agreement (the "Trebuchet Agreement") with Trebuchet Capital Partners, LLC ("Trebuchet") under which Trebuchet agreed to pay substantially all of the litigation costs associated with validity proceedings in eight European countries relating to the ECB Litigation, and the Company provided Trebuchet with the sole and exclusive right to manage infringement litigation relating to the Patent in Europe, including the right to initiate litigation in the name of the Company, Trebuchet or both, and to choose whom and where to sue, subject to certain limitations set forth in the Trebuchet Agreement. On February 18, 2010, Trebuchet, on behalf of the Company, filed an infringement suit in The Netherlands against the ECB and two security printing entities with manufacturing operations in The Netherlands.. The Netherlands Court determined in December 2010 that the patent was invalid in The Netherlands, and the infringement case was terminated by Trebuchet. Trebuchet was responsible for cost and fee reimbursements associated with the case which Trebuchet paid in February 2012. On July 7, 2011, Trebuchet and the Company entered into a series of related agreements and general releases wherein Trebuchet effectively ended its ongoing participation in the ECB Litigation. | |
On October 24, 2011 the Company initiated a law suit against Coupons.com Incorporated ("Coupons.com"). The suit was filed in the United States District Court, Western District of New York, located in Rochester, New York. Coupons.com is a Delaware corporation having its principal place of business located in Mountain View, California. In the Coupons.com suit, the Company alleged breach of contract, misappropriation of trade secrets, unfair competition and unjust enrichment, and is seeking in excess of $10 million in money damages from Coupons.com for those claims. The Company's breach of contract claim remains intact as of the date of this report. | |
On October 3, 2012, DSS Technology Management's subsidiary, Bascom Research, LLC, commenced legal proceedings against five companies, including Facebook, Inc. and LinkedIn Corporation, pursuant to which Bascom Research, LLC alleges that such companies infringe on one or more of its patents. The Company anticipates that these legal proceedings may continue for several years and may require significant expenditures for legal fees and other expenses. Disputes regarding the assertion of patents and other intellectual property rights are highly complex and technical. Once initiated, the Company may be forced to litigate against others to enforce or defend Bascom Research's intellectual property rights or to determine the validity and scope of other parties' proprietary rights. The defendants or other third parties involved in the lawsuits in which the Company is involved may allege defenses and/or file counterclaims in an effort to avoid or limit liability and damages for patent infringement. If such defenses or counterclaims are successful, they may have a material adverse effect on the value of the patents and preclude the Company's ability to derive licensing revenue from the patents, or any revenue. | |
The Company estimates that its legal fees and expenses to pursue the Bascom case to trial will be approximately $2,000,000. This estimate depends on several variables, including the cost of retaining experts, actions taken by defendants in the litigation, and any potential proceedings with the USPTO. Expenses thereafter are dependent on the outcome of the litigation; in the event the case is appealed, legal fees and expenses through appeal over the course of the subsequent twelve months could range from $250,000 to over $750,000. The Company expects it will receive between 45 to 60% of the total consideration (including cash payments, equity, assets, or any other form of consideration) received from any license, settlement, judgment or other award relating to the Bascom Research patents, depending on the total amount of consideration earned and the stage of the case in which consideration is earned. | |
In addition to the foregoing, we are subject to other legal proceedings that have arisen in the ordinary course of business and have not been finally adjudicated. Although there can be no assurance in this regard, in the opinion of management, none of the legal proceedings to which we are a party, whether discussed herein or otherwise, will have a material adverse effect on our results of operations, cash flows or our financial condition. | |
Contingent Litigation Payments - The Company has a legal fee agreement with Niro, Haller & Niro in connection with its law suit against Coupons.com. Under the agreement, the Company would pay Niro, Haller & Niro 33% of any settlements or damages awards collected from Coupons.com in connection with the suit. Under the agreement, the Company is responsible for payment of out-of-pocket charges and disbursements of Niro, Haller & Niro necessarily accrued during the prosecution of the suit. This fee agreement replaced an agreement the Company had with Nixon Peabody LLP, the Company's former legal counsel in the Coupons.com litigation. | |
The Company retains the services of professional service providers, including law firms that specialize in intellectual property licensing, enforcement and patent law. These service providers are often retained on an hourly, monthly, project, contingent or a blended fee basis. In contingency fee arrangements, a portion of the legal fee is based on predetermined milestones or the Company's actual collection of funds. The Company accrues contingent fees when it is probable that the milestones will be achieved and the fees can be reasonably estimated. | |
Contingent Purchase Price -In December, 2008, the Company acquired substantially all of the assets of DPI of Rochester, LLC in which the Company guaranteed up to $50,000 to certain parties depending on whether certain conditions occurred within five years of the acquisition. As of September 30, 2013, the Company considers the likelihood that the payment will be required as remote. | |
Related Party Consulting Payments - The Company has a consulting agreement with Patrick White, its former CEO. During the nine months ended September 30, 2013, the Company paid approximately $139,000 to Mr. White and expects to pay approximately $220,000 in future monthly payments through the expiration of the agreement in March 2015. | |
Employment Agreements -On July 1, 2013, the Company assumed all of the duties, obligations and liabilities of DSS Technology Management under (i) the employment agreement with Jeffrey Ronaldi, dated November 20, 2012 (the "Ronaldi Agreement"), and (ii) the amended employment agreement with Peter Hardigan, dated November 20, 2012 (the "Hardigan Agreement"). | |
The Ronaldi Agreement has an initial term of three years, commencing on November 9, 2012, and is automatically renewable for additional consecutive one year terms, unless at least ninety days written notice is given by either the Company or Mr. Ronaldi prior to the commencement of the next renewal term. The Ronaldi Agreement provides for an annual base salary of $350,000 and an annual discretionary bonus based upon Mr. Ronaldi's and the Company's achievement of annual performance objectives, as determined by the Board. The Company also assumed the non-statutory option to purchase shares of DSSTM's common stock previously granted to Mr. Ronaldi. The Ronaldi Agreement also provides for Mr. Ronaldi's participation in all benefit programs the Company establishes and makes available to its executive employees, and for reimbursement to Mr. Ronaldi for reasonable travel, entertainment, mileage and other business expenses. | |
The Ronaldi Agreement is terminable by the Company for cause or upon thirty days prior written notice without cause, and terminable at Mr. Ronaldi's election upon thirty days prior written notice. If the Company terminates Mr. Ronaldi without cause, then the Company will pay Mr. Ronaldi: (i) a lump sum amount equal to his base salary for the balance of the then-remaining term of the Ronaldi Agreement, but no less than six months' base salary (ii) the Company's share of the cost of health insurance coverage pursuant to COBRA for the then-remaining term of the Ronaldi Agreement and (iii) reimbursement of business expenses incurred by Mr. Ronaldi prior to termination. | |
The Ronaldi Agreement also includes certain confidentiality, non-compete and non-solicitation provisions effective for a period of twelve months following the termination of Mr. Ronaldi's employment with the Company. | |
The Hardigan Agreement has an initial term of one year, commencing on August 1, 2012, and is automatically renewable for additional consecutive one year terms, unless at least ninety days written notice is given by either the Company or Mr. Hardigan prior to the commencement of the next renewal term. The Hardigan Agreement provides for an annual base salary of $250,000, effective August 1, 2012, and an annual discretionary bonus based upon Mr. Hardigan's and the Company's achievement of annual performance objectives, as determined by the Board. | |
The Company also assumed the non-statutory option to purchase shares of DSSTM's common stock previously granted to Mr. Hardigan. The Hardigan Agreement also provides for Mr. Hardigan's participation in all benefit programs the Company establishes and makes available to its executive employees, and for reimbursement to Mr. Hardigan for reasonable travel, entertainment, mileage and other business expenses. | |
The Hardigan Agreement is terminable by the Company for cause or upon thirty days prior written notice without cause, and terminable at Mr. Hardigan's election upon thirty days prior written notice. If the Company terminates Mr. Hardigan without cause, then the Company will pay Mr. Hardigan: (i) a lump sum amount equal to his base salary for the balance of the then-remaining term of the Hardigan Agreement, but no less than six months' base salary, (ii) the Company's share of the cost of health insurance coverage pursuant to COBRA for the then-remaining term of the Hardigan Agreement and (iii) reimbursement of business expenses incurred by Mr. Hardigan prior to termination. | |
The Hardigan Agreement also includes certain confidentiality, non-compete and non-solicitation provisions effective for a period of twelve months following the termination of Mr. Hardigan's employment with the Company. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
8. Supplemental Cash Flow Information | |||||||||
Supplemental cash flow information for the nine months ended September 30, 2013 and 2012 is approximately as follows: | |||||||||
2013 | 2012 | ||||||||
Cash paid for interest | $ | 149,000 | $ | 174,000 | |||||
Non-cash investing and financing activities: | |||||||||
Beneficial conversion feature issued with convertible debt | $ | - | $ | 216,000 | |||||
Conversion of debt and accrued interest to equity | $ | - | $ | 580,000 | |||||
Warrant issued for prepaid consulting services | $ | - | $ | 248,000 | |||||
Equity issued for acquisition | $ | 40,567,000 | $ | - | |||||
Gain (loss) from change in fair value of interest rate swap derivative | $ | 79,000 | $ | (28,000 | ) | ||||
Warrants issued with debt | $ | 69,000 | $ | - | |||||
Accounts payable converted to debt | $ | 153,000 | $ | - | |||||
Financing of equipment purchase | $ | 1,706,000 | $ | - | |||||
Intrinsic value of beneficial conversion feature at reaquisition | $ | 75,000 | $ | - | |||||
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Segment Information [Abstract] | ' | ||||||||||||||||||||||||
Segment Information | ' | ||||||||||||||||||||||||
9. Segment Information | |||||||||||||||||||||||||
The Company's businesses are organized, managed and internally reported as five operating segments. Three of these operating segments, Premier Packaging Corporation, dba DSS Packaging Group, Plastic Printing Professionals, Inc., dba DSS Plastics Group, and Secuprint Inc., dba DSS Printing Group are engaged in the printing and production of paper, cardboard and plastic documents with a wide range of features, including the Company's patented technologies and trade secrets designed for the protection of documents against unauthorized duplication and altering. The two other operating segments, ExtraDev, Inc., dba DSS Digital Group, and DSS Technology Management, Inc., f/k/a Lexington Technology Group, Inc. are engaged in various aspects of developing, acquiring, selling and licensing technology assets and are grouped into one reportable segment called Technology. DSS Technology Management acquires or internally develops patented technology or intellectual property assets (or interests therein), with the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation. DSS Digital Group researches and develops intellectual property, products and services for purposes of creating commercial sales of products that are based on internally developed intellectual property and intellectual property assets and rights acquired by DSS Technology Management. DSS Digital Group also provides IT sales and services including remote server and application hosting, cloud computing, secure document systems, back-up and disaster recovery services and custom program development services. | |||||||||||||||||||||||||
Approximate information concerning the Company's operations by reportable segment for the three and nine months ended September 30, 2013 and 2012 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: | |||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 2,208,000 | 658,000 | 813,000 | 570,000 | - | $ | 4,249,000 | |||||||||||||||||
Revenues from other operating segments | 15,000 | 128,000 | - | - | - | 143,000 | |||||||||||||||||||
Depreciation and amortization | 97,000 | 54,000 | 43,000 | 1,012,000 | 1,000 | 1,207,000 | |||||||||||||||||||
Deferred tax benefit, net | - | - | - | - | (9,205,000 | ) | (9,205,000 | ) | |||||||||||||||||
Net income (loss) | 67,000 | (40,000 | ) | (30,000 | ) | (1,820,000 | ) | 8,285,000 | 6,462,000 | ||||||||||||||||
Nine Months Ended September 30, 2013 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 5,933,000 | 2,676,000 | 2,619,000 | 1,071,000 | - | $ | 12,299,000 | |||||||||||||||||
Revenues from other operating segments | 130,000 | 382,000 | - | - | 512,000 | ||||||||||||||||||||
Depreciation and amortization | 291,000 | 163,000 | 134,000 | 1,071,000 | 2,000 | 1,661,000 | |||||||||||||||||||
Net income (loss) | (8,000 | ) | 153,000 | 9,000 | (2,213,000 | ) | 5,464,000 | 3,405,000 | |||||||||||||||||
Identifiable assets | 8,257,000 | 1,876,000 | 2,039,000 | 51,633,000 | 1,017,000 | 64,822,000 | |||||||||||||||||||
Three Months Ended September 30, 2012 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 2,188,000 | 869,000 | 774,000 | 333,000 | - | $ | 4,164,000 | |||||||||||||||||
Revenue from other operating segments | 12,000 | 133,000 | - | - | - | 145,000 | |||||||||||||||||||
Depreciation and amortization | 97,000 | 39,000 | 47,000 | 24,000 | 1,000 | 208,000 | |||||||||||||||||||
Net income (loss) | 118,000 | 20,000 | 49,000 | (91,000 | ) | (1,193,000 | ) | (1,097,000 | ) | ||||||||||||||||
Nine Months Ended September 30, 2012 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 5,858,000 | 2,746,000 | 2,250,000 | 813,000 | - | $ | 11,667,000 | |||||||||||||||||
Revenue from other operating segments | 91,000 | 411,000 | - | - | - | 502,000 | |||||||||||||||||||
Depreciation and amortization | 291,000 | 113,000 | 135,000 | 57,000 | 2,000 | 598,000 | |||||||||||||||||||
Net income (loss) | 152,000 | (232,000 | ) | 58,000 | (198,000 | ) | (2,945,000 | ) | (3,165,000 | ) | |||||||||||||||
Identifiable assets | 7,540,000 | 2,018,000 | 2,003,000 | 1,043,000 | 822,000 | 13,426,000 | |||||||||||||||||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Completion of Merger with Lexington Technology Group | ' | ||||||||||||||||
Completion of Merger with DSS Technology Management, Inc. | |||||||||||||||||
On July 1, 2013 (the "Closing Date"), DSSIP, Inc., a Delaware corporation ("Merger Sub") and a wholly-owned subsidiary of DSS merged with and into Lexington Technology Group, Inc. ("Lexington"), n/k/a DSS Technology Management, Inc., a Delaware corporation ("DSS Technology Management"), pursuant to the terms and conditions of the previously announced Agreement and Plan of Merger, dated as of October 1, 2012 (as amended, the "Merger Agreement"), by and among the Company, DSS Technology Management, Merger Sub and Hudson Bay Master Fund Ltd. ("Hudson Bay"), as representative of DSS Technology Management's stockholders (the "Merger"). Effective on July 1, 2013, as a result of the Merger, DSS Technology Management became a wholly-owned subsidiary of DSS. In connection with the Merger, the Company issued on the Closing Date, its securities to DSS Technology Management's stockholders in exchange for the capital stock owned by DSS Technology Management's stockholders, as follows (the "Merger Consideration"): (i) an aggregate of 16,558,387 shares of the Company's common stock, par value $0.02 per share (the "Common Stock") ; (ii) 7,100,000 shares of the Company's Common Stock to be held in escrow pursuant to an escrow agreement, dated July 1, 2013, entered into by and among the Company, Hudson Bay and American Stock Transfer & Trust Company, LLC, as escrow agent (the "Escrow Agreement"); (iii) warrants to purchase up to an aggregate of 4,859,894 shares of the Company's Common Stock, at an exercise price of $4.80 per share and expiring on July 1, 2018; and (iv) warrants to purchase up to an aggregate of 3,432,170 shares of the Company's Common Stock, at an exercise price of $0.02 per share and expiring on July 1, 2023 (the "$.02 Warrants"), to DSS Technology Management's preferred stockholders that would beneficially own more than 9.99% of the shares of the Company's Common Stock as a result of the Merger (the "Beneficial Ownership Condition"). In addition, the Company assumed options to purchase an aggregate of 2,000,000 shares of the Company's Common Stock at an exercise price of $3.00 per share, in exchange for 3,600,000 outstanding and unexercised stock options to purchase shares of DSS Technology Management's common stock. In addition, the Company issued an aggregate of 786,678 shares of Common Stock to Palladium Capital Advisors, LLC ("Palladium") as compensation for their services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium, 400,000 are currently being held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement. | |||||||||||||||||
As a result of the consummation of the Merger, as of the Closing Date, the former stockholders of DSS Technology Management owned approximately 51% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger own approximately 49% of the outstanding common stock of the combined company. | |||||||||||||||||
Pursuant to the Escrow Agreement, the shares of the Company's Common Stock deposited in the escrow account will be released to the holders of the DSS Technology Management common stock (pro rata on a fully-diluted basis as of the effective time of the Merger) if and when the closing price per share of the Company's Common Stock exceeds $5.00 per share (as adjusted for stock splits, stock dividends and similar events) for 40 trading days within a continuous 90 trading day period following the closing of the Merger. If within one year following the closing of the Merger, such threshold is not achieved, the shares of the Company's Common Stock held in escrow shall be cancelled and returned to the treasury of the Company. DSS Technology Management stockholders will have voting rights with respect to the Company's shares owned by such stockholders and held in escrow for one year following the closing of the Merger even though such shares may be cancelled and returned to the treasury of the Company if the condition for release of the shares held in escrow is not met. | |||||||||||||||||
If after one year, the shares held in escrow are cancelled because the conditions discussed above were not met, the former stockholders of DSS Technology Management are expected to own approximately 42% of the outstanding common stock of the combined company and the stockholders of the Company prior to the completion of the Merger are expected to own approximately 58% of the outstanding common stock of the combined company (without taking into account any shares of the Company's Common Stock held by DSS Technology Management's stockholders prior to the completion of the Merger, and excluding the exercise of any options and warrants). | |||||||||||||||||
The transaction was accounted for as a business combination in accordance with the Business Combination Topic of the FASB ASC 805. (See Footnote 6) | |||||||||||||||||
Effective on August 2, 2013, Lexington Technology Group, Inc. changed its name to DSS Technology Management, Inc. | |||||||||||||||||
OUR BUSINESS | |||||||||||||||||
As a result of the Merger, the Company's business has expanded. With its packaging, plastics and commercial and security printing businesses, the Company develops, markets, manufactures and sells paper and plastic products designed to protect valuable information from unauthorized scanning, copying, and digital imaging. We have developed security technologies that are applied during the normal printing process. Our technologies and products are used by federal, state and local governments, law enforcement agencies and are also applied to a broad variety of industries as well, including financial institutions, high technology and consumer goods, entertainment and gaming, healthcare/pharmaceutical, defense and genuine parts industries. Our customers use our technologies where there is a need for enhanced security for protection and verification of critical financial instruments and vital records, or where there are concerns of counterfeiting, fraud, identity theft, brand protection and liability. | |||||||||||||||||
The Company's subsidiary, Extradev, Inc. which does business as DSS Digital Group, develops, markets and sells digital information services, including data hosting, disaster recovery and data back-up and security services. The Company's subsidiary, DSS Technology Management, Inc. formerly known as Lexington Technology Group, Inc., acquires or assists in the development of patented technology or intellectual property assets (or interests therein), with the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition - Sales of printed products including commercial and security printing, packaging, and plastic cards are recognized when a product or service is delivered, shipped or provided to the customer and all material conditions relating to the sale have been substantially performed. | |||||||||||||||||
For technology sales and services, revenue is recognized in accordance with the FASB ASC 985-605. Accordingly, revenue is recognized when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service or product has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is reasonably assured. We recognize cloud computing revenue, including data backup, recovery and security services, on a monthly basis, beginning on the date the customer commences use of our services. Professional services are recognized in the period services are provided. For printing technology licenses revenue is recognized once all the following criteria for revenue recognition have been met: (1) persuasive evidence of an agreement exists; (2) the right and ability to use the product or technology has been rendered; (3) the fee is fixed and determinable and not subject to refund or adjustment; and (4) collection of the amounts due is reasonably assured. For other technology licenses, revenue arrangements generally provide for the payment of contractually determined fees in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These rights typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. The intellectual property rights granted may be perpetual in nature, extending until the expiration of the related patents, or can be granted for a defined, relatively short period of time, with the licensee possessing the right to renew the agreement at the end of each contractual term for an additional minimum upfront payment. Pursuant to the terms of these agreements, the Company has no further obligation with respect to the grant of the non-exclusive retroactive and future licenses, covenants-not-to-sue, releases, and other deliverables, including no express or implied obligation on the Company's part to maintain or upgrade the technology, or provide future support or services. Generally, the agreements provide for the grant of the licenses, covenants-not-to-sue, releases, and other significant deliverables upon execution of the agreement, or upon receipt of the minimum upfront payment for term agreement renewals. As such, the earnings process is complete and revenue is recognized upon the execution of the agreement, when collectibility is reasonably assured, or upon receipt of the minimum upfront fee for term agreement renewals, and when all other revenue recognition criteria have been met. | |||||||||||||||||
Certain of the Company's revenue arrangements provide for future royalties or additional required payments based on future licensee activities. Additional royalties are recognized in revenue upon resolution of the related contingency provided that all revenue recognition criteria, as described above, have been met. Amounts of additional royalties due under these license agreements, if any, cannot be reasonably estimated by management. | |||||||||||||||||
Contingent Legal Expenses | ' | ||||||||||||||||
Contingent Legal Expenses - Contingent legal fees are expensed in the consolidated statements of income in the period that the related revenues are recognized. In instances where there are no recoveries from potential infringers, no contingent legal fees are paid; however, the Company may be liable for certain out of pocket legal costs incurred pursuant to the underlying legal services agreement. | |||||||||||||||||
Earnings Per Common Share | ' | ||||||||||||||||
Earnings Per Common Share - The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss year, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. | |||||||||||||||||
As of September 30, 2013 and 2012, there were 18,753,340 and 4,319,020, respectively, of common stock share equivalents potentially issuable under convertible debt agreements, employment agreements, options, warrants, and restricted stock agreements, including common shares being held in escrow pursuant to the Merger Agreement, that could potentially dilute basic earnings per share in the future. For the three months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $1.49, 3,286 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. For the nine months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $2.16, 18,704 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. Common stock equivalents were excluded from the calculation of diluted earnings per share because for periods in which the Company had net losses, their inclusion would have been anti-dilutive to the Company's losses in the respective periods. | |||||||||||||||||
All $.02 Warrants issued to Lexington in the July 1, 2013 merger, which represent shares issuable for little or no cash consideration are considered outstanding common shares and are included in the computation of basic earnings per share in accordance with ASC 260. Further in accordance with ASC 260, escrow shares issued to Lexington and Palladium subject to be returned to treasury based on a contingency that is considered remote are not included in basic or diluted earnings per share. The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted income per share: | |||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Weighted Average shares -basic | 41,911,569 | 20,822,351 | 28,444,037 | 20,536,448 | |||||||||||||
Dilutive potential common shares: | |||||||||||||||||
Stock Options and warrants | 3,286 | - | 18,704 | - | |||||||||||||
Weighted Average shares -diluted | 41,914,855 | 20,822,351 | 28,462,741 | 20,536,448 | |||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. | |||||||||||||||||
During the nine months ended September 30, 2013 and 2012, one customer accounted for 24% and 26%, respectively, of the Company's consolidated revenue. As of September 30, 2013 and 2012, this customer accounted for 23% and 22%, respectively, of the Company's trade accounts receivable balance. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. | |||||||||||||||||
Conventional Convertible Debt | ' | ||||||||||||||||
Conventional Convertible Debt - When the convertible feature of the conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature ("BCF"). Prior to the determination of the BCF, the proceeds from the debt instrument are first allocated between the convertible debt and any detachable free standing instruments that are included, such as common stock warrants. The Company records a BCF as a debt discount pursuant to FASB ASC Topic 470-20. In those circumstances, the convertible debt will be recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest method. | |||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||
Derivative Instruments - The Company maintains an overall interest rate risk management strategy that incorporates the use of interest rate swap contracts to minimize significant fluctuations in earnings that are caused by interest rate volatility. The Company has two interest rate swaps that change variable rates into fixed rates on a term loan and promissory note with RBS Citizens, N.A. These swaps qualify as Level 2 fair value financial instruments. These swap agreements are not held for trading purposes and the Company does not intend to sell the derivative swap financial instruments. The Company records the interest swap agreements on the balance sheet at fair value because the agreements qualify as cash flow hedges under accounting principles generally accepted in the United States of America. Gains and losses on these instruments are recorded in other comprehensive income (loss) until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from accumulated other comprehensive income (loss) (AOCI) to the Consolidated Statement of Operations on the same line item as the underlying transaction. The valuations of the interest rate swaps have been derived from proprietary models of the bank based upon recognized financial principles and reasonable estimates about relevant future market conditions and may reflect certain other financial factors such as anticipated profit or hedging, transactional, and other costs. The notional amounts of the swaps decrease over the life of the agreements. The Company is exposed to a credit loss in the event of non-performance by the counter parties to the interest rate swap agreements. However, the Company does not anticipate non-performance by the counter parties. The fair value of interest rate swap hedging liabilities as of September 30, 2013 amounted to $49,166 ($127,883 - December 31, 2012) and the net gain attributable to this cash flow hedge recorded during the nine months ended September 30, 2013 amounted to $78,717 ($27,671 loss- September 30, 2012). | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments - Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the FASB ASC establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: | |||||||||||||||||
· | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; | ||||||||||||||||
· | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | ||||||||||||||||
· | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | ||||||||||||||||
Fair Value of Financial Instruments - Financial instruments include cash, which is a short term investment and its carrying amount is a reasonable estimate of fair value, investments (see Note 6), interest rate swaps as discussed above, notes payable and a convertible note payable. Notes payable are valued based on rates currently available to financial institutions for debt with similar terms and remaining maturities. The carrying value approximates the fair value of these debt instruments as of September 30, 2013 and December 31, 2012. On May 24, 2013, the Company amended its convertible note to extend the maturity of the note. This resulted in a change in the fair value of the embedded conversion option that exceeded 10% of the carrying value of the original debt, and as a result, was accounted for in accordance with FASB Topic ASC 470-50 "Debt Modifications and Extinguishments". The convertible note payable was recorded at its fair value as of May 24, 2013. As of September 30, 2013, the note has an estimated fair value of approximately $297,000 ($565,000 - December 31, 2012) based on the underlying shares the note can be converted into at the trading price on September 30, 2013. Since the underlying shares are trading in an active, observable market, the fair value measurement qualifies as a Level 1 input. | |||||||||||||||||
Change in Accounting Principle | ' | ||||||||||||||||
Change in Accounting Principle - Effective July 1, 2013, the Company made a policy decision to no longer capitalize and amortize patent defense costs, but rather to expense patent defense costs as incurred. The Company believes that this policy decision constitutes a change in accounting principle that is preferable because of the addition of an operating segment that incurs significant expense litigating patent infringement. Therefore, potential settlement revenue and related patent defense legal costs will be recorded in the same period in the statement of operations. | |||||||||||||||||
In accordance with ASC 250, a change in accounting principle requires retrospective application. There is no retrospective impact to the accompanying consolidated financial statements as all previously capitalized patent defense costs have been expenses through the statement of operations in periods prior to the comparable periods included in this filing. Therefore, there is no impact on earnings for nine months ended September 30, 2013 and 2012, and no impact on accumulated deficit or any other component of stockholders' equity. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications - Certain prior year amounts have been reclassified to conform to the current year presentation. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule Calculation of Basic and Diluted Income Per Share | ' | ||||||||||||||||
The following table presents the weighted-average number of common shares outstanding used in the calculation of basic and diluted income per share: | |||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Weighted Average shares -basic | 41,911,569 | 20,822,351 | 28,444,037 | 20,536,448 | |||||||||||||
Dilutive potential common shares: | |||||||||||||||||
Stock Options and warrants | 3,286 | - | 18,704 | - | |||||||||||||
Weighted Average shares -diluted | 41,914,855 | 20,822,351 | 28,462,741 | 20,536,448 | |||||||||||||
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Finished Goods | $ | 537,156 | $ | 270,776 | |||||
Work in process | 177,906 | 101,694 | |||||||
Raw Materials | 385,465 | 445,215 | |||||||
$ | 1,100,527 | $ | 817,685 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||
Schedule of Other Intangible Assets | ' | ||||||||||||||||||||||||||
Intangible assets are comprised of the following: | |||||||||||||||||||||||||||
30-Sep-13 | 31-Dec-12 | ||||||||||||||||||||||||||
Useful Life | Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||
Amount | Amortizaton | Amount | Amount | Amortizaton | Amount | ||||||||||||||||||||||
Acquired intangibles- customer lists and non-compete agreements | 5 -10 years | $ | 1,997,300 | $ | 1,296,743 | $ | 700,557 | $ | 2,405,300 | $ | 1,243,865 | $ | 1,161,435 | ||||||||||||||
Acquired intangibles-patents and patent rights | Varied (1) | 30,361,883 | 961,894 | 29,399,989 | - | - | - | ||||||||||||||||||||
Patent application costs | Varied (1) | 1,009,220 | 334,772 | 674,448 | 956,714 | 265,472 | 691,242 | ||||||||||||||||||||
$ | 33,368,403 | $ | 2,593,409 | $ | 30,774,994 | $ | 3,362,014 | $ | 1,509,337 | $ | 1,852,677 | ||||||||||||||||
(1) patent application costs, patent and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2013, the weighted average remaining useful life of these assets in service was approximately 7.0 years. | |||||||||||||||||||||||||||
Schedule of Estimated Future Amortization of Intangible Assets | ' | ||||||||||||||||||||||||||
Approximate expected amortization for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||||||||
2014 | $ | 4,583,000 | |||||||||||||||||||||||||
2015 | $ | 4,497,000 | |||||||||||||||||||||||||
2016 | $ | 4,349,000 | |||||||||||||||||||||||||
2017 | $ | 4,276,000 | |||||||||||||||||||||||||
2018 | $ | 4,230,000 | |||||||||||||||||||||||||
Schedule of Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the nine months ended September 30, 2013, are as follows. | |||||||||||||||||||||||||||
Packaging | Printing | Plastics | Technology | Total | |||||||||||||||||||||||
Segment | Segment | Segment | Segment | ||||||||||||||||||||||||
Balance as of January 1, 2013 | |||||||||||||||||||||||||||
Goodwill | $ | 1,768,400 | $ | 630,524 | $ | 684,949 | $ | 238,926 | $ | 3,322,799 | |||||||||||||||||
Accumulated impairment losses | - | - | - | - | - | ||||||||||||||||||||||
1,768,400 | 630,524 | 684,949 | 238,926 | 3,322,799 | |||||||||||||||||||||||
Goodwill acquired during the year | - | - | - | 12,221,443 | 12,221,443 | ||||||||||||||||||||||
Impairment losses | - | - | - | (238,926 | ) | (238,926 | ) | ||||||||||||||||||||
Balance as of September 30, 2013 | |||||||||||||||||||||||||||
Goodwill | 1,768,400 | 630,524 | 684,949 | 12,460,369 | 15,544,242 | ||||||||||||||||||||||
Accumulated impairment losses | - | - | - | (238,926 | ) | (238,926 | ) | ||||||||||||||||||||
$ | 1,768,400 | $ | 630,524 | $ | 684,949 | $ | 12,221,443 | $ | 15,305,316 | ||||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Business Combination [Abstract] | ' | ||||||||
Schedule of Purchase Price Allocation | ' | ||||||||
($ -in | |||||||||
thousands) | |||||||||
Current assets, net of current liabilities | $ | 6,256 | |||||||
Deposits and non-current assets | 9 | ||||||||
Investments at fair value | 6,450 | ||||||||
Other intangible assets- patent and patent rights | 27,852 | ||||||||
Goodwill | 12,221 | ||||||||
52,788 | |||||||||
Deferred tax liability | 12,221 | ||||||||
Total estimated purchase price | $ | 40,567 | |||||||
Consideration issued: | |||||||||
Fair value of 16,317,828 shares of DSS common stock issued to DSS Technology Management shareholders | $ | 30,514 | |||||||
Fair value of 7,100,000 shares of DSS common stock issued to DSS Technology Management shareholders to be held in escrow for up to one year | 901 | ||||||||
Fair value of options to purchase 2,000,000 shares DSS common stock for $3.00 per share exchanged for options to purchase DSS Technology Management's common stock that were granted to DSS Technology Management's employees which relate to pre-combination services | 141 | ||||||||
Fair value of warrants to purchase up to 4,859,894 shares of DSS common stock for $4.80 per share issued to DSS Technology Management shareholders | 2,661 | ||||||||
Fair value of warrants to purchase 3,432,170 shares of DSS common stock for $0.02 per share issued to certain DSS Technology Management shareholders | 6,350 | ||||||||
Total estimated purchase price | $ | 40,567 | |||||||
Schedule of Pro Forma Information | ' | ||||||||
Set forth below is the unaudited pro-forma revenue, operating loss, net loss and loss per share of the Company as if DSS Technology Management had been acquired by the Company as of January 1, 2012. | |||||||||
(unaudited) | Nine Months Ended | Year Ended | |||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Revenue | $ | 12,327,000 | $ | 17,115,000 | |||||
Operating loss | (6,188,000 | ) | (6,544,000 | ) | |||||
Net loss | (7,192,000 | ) | (12,519,000 | ) | |||||
Earnings per share: | |||||||||
Basic | $ | (0.17 | ) | $ | (0.31 | ) | |||
Diluted | $ | (0.17 | ) | $ | (0.31 | ) | |||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Schedule of Supplemental Cash Flow Information | ' | ||||||||
Supplemental cash flow information for the nine months ended September 30, 2013 and 2012 is approximately as follows: | |||||||||
2013 | 2012 | ||||||||
Cash paid for interest | $ | 149,000 | $ | 174,000 | |||||
Non-cash investing and financing activities: | |||||||||
Beneficial conversion feature issued with convertible debt | $ | - | $ | 216,000 | |||||
Conversion of debt and accrued interest to equity | $ | - | $ | 580,000 | |||||
Warrant issued for prepaid consulting services | $ | - | $ | 248,000 | |||||
Equity issued for acquisition | $ | 40,567,000 | $ | - | |||||
Gain (loss) from change in fair value of interest rate swap derivative | $ | 79,000 | $ | (28,000 | ) | ||||
Warrants issued with debt | $ | 69,000 | $ | - | |||||
Accounts payable converted to debt | $ | 153,000 | $ | - | |||||
Financing of equipment purchase | $ | 1,706,000 | $ | - | |||||
Intrinsic value of beneficial conversion feature at reaquisition | $ | 75,000 | $ | - | |||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Segment Information [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Operations by Reportable Segment | ' | ||||||||||||||||||||||||
The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: | |||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 2,208,000 | 658,000 | 813,000 | 570,000 | - | $ | 4,249,000 | |||||||||||||||||
Revenues from other operating segments | 15,000 | 128,000 | - | - | - | 143,000 | |||||||||||||||||||
Depreciation and amortization | 97,000 | 54,000 | 43,000 | 1,012,000 | 1,000 | 1,207,000 | |||||||||||||||||||
Deferred tax benefit, net | - | - | - | - | (9,205,000 | ) | (9,205,000 | ) | |||||||||||||||||
Net income (loss) | 67,000 | (40,000 | ) | (30,000 | ) | (1,820,000 | ) | 8,285,000 | 6,462,000 | ||||||||||||||||
Nine Months Ended September 30, 2013 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 5,933,000 | 2,676,000 | 2,619,000 | 1,071,000 | - | $ | 12,299,000 | |||||||||||||||||
Revenues from other operating segments | 130,000 | 382,000 | - | - | 512,000 | ||||||||||||||||||||
Depreciation and amortization | 291,000 | 163,000 | 134,000 | 1,071,000 | 2,000 | 1,661,000 | |||||||||||||||||||
Net income (loss) | (8,000 | ) | 153,000 | 9,000 | (2,213,000 | ) | 5,464,000 | 3,405,000 | |||||||||||||||||
Identifiable assets | 8,257,000 | 1,876,000 | 2,039,000 | 51,633,000 | 1,017,000 | 64,822,000 | |||||||||||||||||||
Three Months Ended September 30, 2012 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 2,188,000 | 869,000 | 774,000 | 333,000 | - | $ | 4,164,000 | |||||||||||||||||
Revenue from other operating segments | 12,000 | 133,000 | - | - | - | 145,000 | |||||||||||||||||||
Depreciation and amortization | 97,000 | 39,000 | 47,000 | 24,000 | 1,000 | 208,000 | |||||||||||||||||||
Net income (loss) | 118,000 | 20,000 | 49,000 | (91,000 | ) | (1,193,000 | ) | (1,097,000 | ) | ||||||||||||||||
Nine Months Ended September 30, 2012 | Packaging | Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||
Segment | Segment | Segment | Segment | Segment | |||||||||||||||||||||
Revenues from external customers | $ | 5,858,000 | 2,746,000 | 2,250,000 | 813,000 | - | $ | 11,667,000 | |||||||||||||||||
Revenue from other operating segments | 91,000 | 411,000 | - | - | - | 502,000 | |||||||||||||||||||
Depreciation and amortization | 291,000 | 113,000 | 135,000 | 57,000 | 2,000 | 598,000 | |||||||||||||||||||
Net income (loss) | 152,000 | (232,000 | ) | 58,000 | (198,000 | ) | (2,945,000 | ) | (3,165,000 | ) | |||||||||||||||
Identifiable assets | 7,540,000 | 2,018,000 | 2,003,000 | 1,043,000 | 822,000 | 13,426,000 | |||||||||||||||||||
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Jul. 02, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies | ' | ' | ' | ' |
Shares issuable, excluding from calculation of diluted earnings per share | 18,753,340 | 4,319,020 | ' | ' |
Common stock added tok basic shares outstanding | 3,286 | 18,704 | ' | ' |
Common stock issued, price per share | $1.49 | $2.16 | ' | ' |
Warrants issued in acquisition | 3,432,170 | ' | ' | ' |
Common stock, par value | $0.02 | ' | ' | $0.02 |
Common stock, shares issued | 49,230,159 | ' | ' | 21,705,969 |
Equity ownership percentage | ' | ' | 9.99% | ' |
Options exercisable, weighted-average exercise price | $3 | ' | ' | ' |
Fair value of Interest rate swap hedging liabilities | $49,166 | ' | ' | $127,883 |
Net gain (loss) attributable to cash flow hedge | 78,717 | 27,671 | ' | ' |
Fair value of debt instrument | 297,000 | ' | ' | 565,000 |
Palladium Capital Advisors [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Shares issued in consideration of acquisition of a subsidiary, shares | 786,678 | ' | ' | ' |
Stock Held in Escrow | 400,000 | ' | ' | ' |
DSS [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Shares issued in consideration of acquisition of a subsidiary, shares | 16,558,387 | ' | ' | ' |
Common stock, par value | $0.02 | ' | ' | ' |
Stock Held in Escrow | 7,100,000 | ' | ' | ' |
Stock option, expiration date | 1-Jul-18 | ' | ' | ' |
Business acquisition, purchase price allocated to cash | $7,250,000 | ' | ' | ' |
Common stock, shares issued | 4,859,894 | ' | ' | ' |
Equity ownership percentage | 45.00% | ' | 51.00% | ' |
Options exercisable, weighted-average exercise price | $4.80 | ' | ' | ' |
Options outstanding | 2,000,000 | ' | ' | ' |
Lexington [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Options expired/forfeited | 3,600,000 | ' | ' | ' |
Equity ownership percentage | 55.00% | ' | 49.00% | ' |
Customer Concentration Risk [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Concentration of credit risk, percentage | 24.00% | 26.00% | ' | ' |
Accounts Receivable [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Concentration of credit risk, percentage | 23.00% | 22.00% | ' | ' |
Maximum [Member] | DSS [Member] | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price | $5 | ' | ' | ' |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Schedule of Calculation of Basic and Diluted Income Per Share) (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Weighted Average shares - basic | 41,911,569 | 20,822,351 | 28,444,037 | 20,536,448 |
Stock Options and warrants | 3,286 | ' | 18,704 | ' |
Weighted Average shares - diluted | 41,914,855 | 20,822,351 | 28,462,741 | 20,536,448 |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Inventory [Abstract] | ' | ' |
Finished goods | $537,156 | $270,776 |
Work in process | 177,906 | 101,694 |
Raw materials | 385,465 | 445,215 |
Inventory | $1,100,527 | $817,685 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill [Line Items] | ' | ' |
Patent application costs | $72,000 | $103,000 |
Patent and patent acquisition costs | 2,500,000 | 0 |
Acquired patents and patent rights | 27,852,000 | ' |
Goodwill | 12,221 | ' |
Estimate income tax benefit | 9,200,000 | ' |
Write-off of goodwill amount | 239,000 | ' |
Customer list [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Write-off amount, gross | 258,000 | ' |
Write-off amount | 198,000 | ' |
Non-compete agreement [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Write-off amount, gross | 150,000 | ' |
Write-off amount | $80,000 | ' |
Minimum [Member] | Patents and Patent Rights [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Useful Life | '2 years 6 months | ' |
Maximum [Member] | Patents and Patent Rights [Member] | ' | ' |
Goodwill [Line Items] | ' | ' |
Useful Life | '7 years 6 months | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Schedule of Other Intangible Assets) (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | ||
Other Intangible Assets | ' | ' | |
Gross Carrying Amount | $33,638,403 | $3,362,014 | |
Accumulated Amortization | 2,593,409 | 1,509,337 | |
Net Carrying Amount | 30,774,994 | 1,852,677 | |
Acquired intangibles - customer lists and non-compete agreements [Member] | ' | ' | |
Other Intangible Assets | ' | ' | |
Gross Carrying Amount | 1,997,300 | 2,405,300 | |
Accumulated Amortization | 1,296,743 | 1,243,865 | |
Net Carrying Amount | 700,557 | 1,161,435 | |
Acquired intangibles - customer lists and non-compete agreements [Member] | Minimum [Member] | ' | ' | |
Other Intangible Assets | ' | ' | |
Useful Life | '5 years | ' | |
Acquired intangibles - customer lists and non-compete agreements [Member] | Maximum [Member] | ' | ' | |
Other Intangible Assets | ' | ' | |
Useful Life | '10 years | ' | |
Acquired intangibles-patents and patent rights [Member] | ' | ' | |
Other Intangible Assets | ' | ' | |
Gross Carrying Amount | 30,361,883 | ' | |
Accumulated Amortization | 961,894 | ' | |
Net Carrying Amount | 29,399,989 | ' | |
Useful Life | 'Varied | [1] | ' |
Patent application costs [Member] | ' | ' | |
Other Intangible Assets | ' | ' | |
Gross Carrying Amount | 1,009,220 | 956,714 | |
Accumulated Amortization | 334,772 | 265,472 | |
Net Carrying Amount | $674,448 | $691,242 | |
Useful Life | '7 years | ' | |
Useful Life | 'Varied | [1] | ' |
[1] | patent application costs, patent and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2013, the weighted average remaining useful life of these assets in service was approximately 7.0 years. |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill and Intangible Assets [Abstract] | ' | ' | ' | ' |
2014 | $4,583,000 | ' | $4,583,000 | ' |
2015 | 4,497,000 | ' | 4,497,000 | ' |
2016 | 4,349,000 | ' | 4,349,000 | ' |
2017 | 4,276,000 | ' | 4,276,000 | ' |
2018 | 4,230,000 | ' | 4,230,000 | ' |
Amortization of intangibles | $1,045,620 | $76,026 | $1,213,872 | $228,078 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Schedule of Changes on Carrying Amount of Goodwill) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | $3,322,799 |
Accumulated impairment losses, Beginning balance | ' |
Goodwill, net, Beginning balance | 3,322,799 |
Goodwill acquired during the year | 12,221,443 |
Impairment losses | -238,926 |
Goodwill, Ending balance | 15,544,242 |
Accumulated impairment losses, Ending balance | -238,926 |
Goodwill, net, Ending balance | 15,305,316 |
Packaging Segment [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 1,768,400 |
Accumulated impairment losses, Beginning balance | ' |
Goodwill, net, Beginning balance | 1,768,400 |
Goodwill acquired during the year | ' |
Impairment losses | ' |
Goodwill, Ending balance | 1,768,400 |
Accumulated impairment losses, Ending balance | ' |
Goodwill, net, Ending balance | 1,768,400 |
Printing Segment [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 630,524 |
Accumulated impairment losses, Beginning balance | ' |
Goodwill, net, Beginning balance | 630,524 |
Goodwill acquired during the year | ' |
Impairment losses | ' |
Goodwill, Ending balance | 630,524 |
Accumulated impairment losses, Ending balance | ' |
Goodwill, net, Ending balance | 630,524 |
Plastics Segment [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 684,949 |
Accumulated impairment losses, Beginning balance | ' |
Goodwill, net, Beginning balance | 684,949 |
Goodwill acquired during the year | ' |
Impairment losses | ' |
Goodwill, Ending balance | 684,949 |
Accumulated impairment losses, Ending balance | ' |
Goodwill, net, Ending balance | 684,949 |
Technology Segment [Member] | ' |
Goodwill [Line Items] | ' |
Goodwill, Beginning balance | 238,926 |
Accumulated impairment losses, Beginning balance | ' |
Goodwill, net, Beginning balance | 238,926 |
Goodwill acquired during the year | 12,221,443 |
Impairment losses | -238,926 |
Goodwill, Ending balance | 12,460,369 |
Accumulated impairment losses, Ending balance | -238,926 |
Goodwill, net, Ending balance | $12,221,443 |
ShortTerm_and_LongTerm_Debt_Re
Short-Term and Long-Term Debt (Revolving Credit Lines) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 26, 2011 | Sep. 30, 2013 |
RBS Citizens [Member] | RBS Citizens [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Line of credit, maximum borrowing amount | $194,680 | $349,976 | $1,000,000 | ' |
Interest rate additional rate above LIBOR | ' | ' | 3.75% | 3.93% |
Revolving credit facility, expiration date | ' | ' | ' | 31-May-14 |
Credit facility, amount outstanding | $261,900 | ' | ' | ' |
ShortTerm_and_LongTerm_Debt_Sh
Short-Term and Long-Term Debt (Short and Long-Term Debt) (Details) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Jul. 26, 2011 | Sep. 30, 2013 | Dec. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 19, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 12, 2010 | Sep. 30, 2013 | 24-May-13 | Aug. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | |
RBS Citizens [Member] | RBS Citizens [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | ||
RBS Citizens [Member] | RBS Citizens [Member] | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | $575,000 | ' | ' | $1,350,000 | $1,008,900 | ' | $1,500,000 | ' | $850,000 | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | 29-Dec-13 | ' | ' | ' | ' | ' | 1-Feb-15 | ' | 24-May-14 | ' | ' | ' |
Debt interest rate | ' | ' | ' | 10.00% | ' | ' | 3.00% | ' | ' | 5.70% | ' | 9.00% | ' | ' | ' |
Shares to be issued upon conversion of convertible note, shares | ' | ' | ' | 260,180 | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' |
Debt conversion, price per share | ' | ' | ' | $2.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued, exercise price per share | $2.51 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' |
Beneficial conversion feature recorded as a debt discount | ' | ' | ' | 88,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, carrying amount | ' | ' | ' | 650,000 | 640,000 | 575,000 | 1,303,900 | 425,000 | 650,000 | ' | ' | ' | ' | 1,146,389 | 1,170,831 |
Discount on debt | 46,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,000 | ' | ' | ' |
Credit facility agreement, monthly principal payment | ' | ' | ' | ' | ' | ' | $24,356 | ' | ' | $25,000 | ' | ' | ' | ' | ' |
Interest rate additional rate above LIBOR | ' | 3.75% | 3.93% | ' | ' | ' | ' | ' | ' | 3.75% | 3.93% | ' | 3.15% | 3.33% | ' |
Interest rate on outstanding term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.87% | ' | ' |
ShortTerm_and_LongTerm_Debt_Pr
Short-Term and Long-Term Debt (Promissory Note) (Details) (USD $) | Sep. 30, 2013 | Jul. 26, 2011 | Sep. 30, 2013 | Aug. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2012 |
RBS Citizens [Member] | RBS Citizens [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Purchase price for Real Estate acquired | $52,788 | ' | ' | $1,500,000 | ' | ' |
Purchase price for Real Estate acquired, loan obtained | ' | ' | ' | 1,200,000 | ' | ' |
Periodic installments amount | ' | ' | ' | 7,658 | ' | ' |
Interest rate additional rate above LIBOR | ' | 3.75% | 3.93% | 3.15% | 3.33% | ' |
Interest rate on outstanding term loan | ' | ' | ' | 5.87% | ' | ' |
Debt instrument, final balloon payment | ' | ' | ' | 919,677 | ' | ' |
Debt instrument, carrying amount | ' | ' | ' | ' | $1,146,389 | $1,170,831 |
ShortTerm_and_LongTerm_Debt_St
Short-Term and Long-Term Debt (Standby Term Note) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jul. 26, 2011 | Oct. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 08, 2010 |
Rbs Citizens [Member] | Stand-By Term Note | Stand-By Term Note | Stand-By Term Note | Stand-By Term Note | |||
Rbs Citizens [Member] | Rbs Citizens [Member] | Rbs Citizens [Member] | Rbs Citizens [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing amount | $194,680 | $349,976 | $1,000,000 | ' | ' | ' | $450,000 |
Debt instrument, monthly principal payment | ' | ' | ' | 887 | ' | ' | ' |
Credit facility, amount outstanding | $261,900 | ' | ' | ' | $32,833 | $40,819 | ' |
Stockholders_Equity_Stock_Warr
Stockholders' Equity (Stock Warrants) (Details) (USD $) | 9 Months Ended | 1 Months Ended | ||||||||||||
Sep. 30, 2013 | Jul. 02, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jul. 02, 2013 | Sep. 30, 2013 | Jul. 02, 2013 | Jan. 21, 2013 | Feb. 28, 2012 | Feb. 28, 2012 | Feb. 28, 2012 | Feb. 28, 2012 | Feb. 28, 2012 | Feb. 28, 2012 | |
DSS [Member] | DSS [Member] | Lexington [Member] | Lexington [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | Century Media Warrant [Member] | ||||
Exercise Price 1 [Member] | Exercise Price 2 [Member] | Exercise Price 3 [Member] | Exercise Price 4 [Member] | Exercise Price 5 [Member] | ||||||||||
Stockholders' Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock, shares | ' | ' | ' | ' | ' | ' | ' | 50,000 | 250,000 | ' | ' | ' | ' | ' |
Warrant exercise price per share | ' | ' | ' | ' | ' | ' | ' | 3 | 0.02 | 4.5 | 4.75 | 5 | 5.25 | 6 |
Warrants to purchase common stock, warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' |
Warrants issued in acquisition | 3,432,170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price | $3 | ' | ' | $4.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 49,230,159 | ' | 21,705,969 | 4,859,894 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.02 | ' | $0.02 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity ownership percentage | ' | 9.99% | ' | 45.00% | 51.00% | 55.00% | 49.00% | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Stock_Opti
Stockholders' Equity (Stock Options) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Jan. 10, 2013 | |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock options issued | 178,750 | ' |
Stock options issued, exercise price per share | $2.51 | ' |
Fair value of options issued | $123,000 | ' |
Number of fully vested options held | ' | 80,000 |
Expected incremental cost | $34,000 | ' |
Options exercisable, weighted-average exercise price | $3 | ' |
Minimum [Member] | ' | ' |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock options issued, exercise price per share | $1.40 | ' |
Maximum [Member] | ' | ' |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock options issued, exercise price per share | $2.51 | ' |
Stockholders_Equity_StockBased
Stockholders' Equity (Stock-Based Compensation) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock compensation expense | $1,579,641 | $631,466 |
Stock compensation expense, per share | $0.06 | $0.03 |
Unrecognized compensation costs | 1,939,000 | ' |
Unrecognized compensation cost, recognition period | '3 years | ' |
Unrecognized compensation costs, amount excluded for awards that vest upon the occurrence of certain events | 536,000 | ' |
Shares issued for stock-based compensation | 400,000 | ' |
Palladium Capital Advisors [Member] | ' | ' |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock compensation expense | $774,000 | ' |
Shares issued for stock-based compensation | 386,678 | ' |
Options issued | 400,000 | ' |
Business_Combination_Narrative
Business Combination (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jul. 02, 2013 | Sep. 30, 2013 | Jul. 02, 2013 | Sep. 30, 2013 | Jul. 02, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | |
DSS [Member] | DSS [Member] | Lexington [Member] | Lexington [Member] | Palladium Capital Advisors [Member] | DSS Technology Management [Member] | VirtualAgility [Member] | VirtualAgility [Member] | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in consideration of acquisition of a subsidiary, shares | ' | ' | ' | ' | ' | ' | 16,558,387 | ' | ' | ' | 786,678 | ' | ' | ' |
Common stock, par value | $0.02 | ' | $0.02 | ' | $0.02 | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' |
Stock Held in Escrow | ' | ' | ' | ' | ' | ' | $7,100,000 | ' | ' | ' | $400,000 | ' | ' | ' |
Warrants issued in acquisition | ' | ' | 3,432,170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 49,230,159 | ' | 49,230,159 | ' | 21,705,969 | ' | 4,859,894 | ' | ' | ' | ' | 240,559 | ' | ' |
Options expired/forfeited | ' | ' | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price | $3 | ' | $3 | ' | ' | ' | $4.80 | ' | ' | ' | ' | ' | ' | ' |
Stock option, expiration date | ' | ' | ' | ' | ' | ' | 1-Jul-18 | ' | ' | ' | ' | ' | ' | ' |
Equity ownership percentage | ' | ' | ' | ' | ' | 9.99% | 45.00% | 51.00% | 55.00% | 49.00% | ' | ' | 7.00% | ' |
Options outstanding | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued, price per share | $1.49 | $2.16 | $1.49 | $2.16 | ' | ' | ' | ' | ' | ' | ' | $1.87 | ' | ' |
Expected volatility | ' | ' | 59.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate per annum | ' | ' | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from external customers | 4,249,370 | 4,164,123 | 12,299,130 | 11,666,332 | ' | ' | ' | ' | ' | ' | ' | 329,000 | ' | ' |
Net loss | 6,461,836 | -1,096,250 | 3,404,772 | -3,164,981 | ' | ' | ' | ' | ' | ' | ' | 1,118,000 | ' | ' |
Professional fees | 1,445,000 | ' | 1,445,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition | ' | ' | -6,560,890 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 2,000,000 |
Quarterly payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' |
Merger related costs | ' | ' | 1,400,000 | ' | 768,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-recurring income tax benefit | ' | ' | $9,210,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combination_Schedule_
Business Combination (Schedule of Purchase Price Allocation) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Business Acquisition [Line Items] | ' |
Current assets, net of current liabilities | $6,256 |
Deposits and non-current assets | 9 |
Investments at fair value | 6,450 |
Other intangible assets- patent and patent rights | 27,852 |
Goodwill | 12,221 |
Total current assets | 52,788 |
Deferred tax liability | 12,221 |
Total estimated purchase price | 40,567 |
Fair value of consideration issued | 40,567 |
Fair value of 16,317,828 shares of DSS common stock issued to DSS Technology Management shareholders [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 30,514 |
Fair value of 7,100,000 shares of DSS common stock issued to DSS Technology Management shareholders to be held in escrow for up to one year [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 901 |
Fair value of options to purchase 2,000,000 shares DSS common stock for $3.00 per share exchanged for options to purchase DSS Technology Management's common stock that were granted to DSS Technology Management's employees which relate to pre-combination services [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 141 |
Fair value of warrants to purchase up to 4,859,894 shares of DSS common stock for $4.80 per share issued to DSS Technology Management shareholders [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 2,661 |
Fair value of warrants to purchase 3,432,170 shares of DSS common stock for $0.02 per share issued to certain DSS Technology Management shareholders | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | $6,350 |
Business_Combination_Schedule_1
Business Combination (Schedule of Pro Forma Information) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Business Combination [Abstract] | ' | ' |
Revenue | $12,327,000 | $17,115,000 |
Operating Loss | -6,188,000 | -6,544,000 |
Net Income (Loss) | ($7,192,000) | ($12,519,000) |
Basic | ($0.17) | ($0.31) |
Diluted | ($0.17) | ($0.31) |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 1 Months Ended | 9 Months Ended | |||||||||||
31-May-05 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2008 | |
USD ($) | USD ($) | Minimum [Member] | Bascom Research LLC [Member] | Bascom Research LLC [Member] | Bascom Research LLC [Member] | Ronaldi Agreement [Member] | Hardigan Agreement [Member] | European Central Bank [Member] | European Central Bank [Member] | European Central Bank [Member] | European Central Bank [Member] | Dpi of Rochester Limited Liability Company [Member] | |
USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | Germany [Member] | Germany [Member] | Luxembourg [Member] | Luxembourg [Member] | USD ($) | |||
USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | EUR (€) | ||||||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Attorneys and court fees | ' | ' | ' | $2,000,000 | $250,000 | $750,000 | ' | ' | $356,000 | € 264,000 | $127,000 | € 93,752 | ' |
Consideration percentage | ' | ' | ' | ' | 45.00% | 60.00% | ' | ' | ' | ' | ' | ' | ' |
Money damages sought from Coupons.com | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement payment | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets acquisition, contingency | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 |
Consulting fees | ' | 139,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consulting fees, future monthly payments | ' | 220,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Salary paid or payable for services | ' | ' | ' | ' | ' | ' | $350,000 | $250,000 | ' | ' | ' | ' | ' |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Cash paid for interest | $149,000 | $174,000 |
Non-cash investing and financing activities: | ' | ' |
Beneficial conversion feature issued with convertible debt | ' | 216,000 |
Conversion of debt and accrued interest to equity | ' | 580,000 |
Warrant issued for prepaid consulting services | ' | 248,000 |
Equity issued for acquisition | 40,567,000 | ' |
Gain (loss) from change in fair value of interest rate swap derivative | 79,000 | -28,000 |
Warrants issued with debt | 69,000 | ' |
Accounts payable converted to debt | 153,000 | ' |
Financing of equipment purchase | 1,706,000 | ' |
Intrinsic value of beneficial conversion feature at Reaquisition | $75,000 | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | $4,249,370 | $4,164,123 | $12,299,130 | $11,666,332 | ' |
Revenues from other operating segments | 143,000 | 145,000 | 512,000 | 502,000 | ' |
Depreciation and amortization | 1,207,000 | 208,000 | 1,660,948 | 598,010 | ' |
Deferred tax benefit, net | -9,205,000 | ' | -9,196,014 | 14,211 | ' |
Net income (loss) | 6,461,836 | -1,096,250 | 3,404,772 | -3,164,981 | ' |
Identifiable assets | 64,821,789 | 13,425,863 | 64,821,789 | 13,425,863 | 14,250,468 |
Packaging Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 658,000 | 869,000 | 2,676,000 | 2,746,000 | ' |
Revenues from other operating segments | 128,000 | 133,000 | 382,000 | 411,000 | ' |
Depreciation and amortization | 54,000 | 39,000 | 163,000 | 113,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Net income (loss) | -40,000 | 20,000 | -153,000 | -232,000 | ' |
Identifiable assets | 1,876,000 | 2,018,000 | 1,876,000 | 2,018,000 | ' |
Printing Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 2,208,000 | 2,188,000 | 5,933,000 | 5,858,000 | ' |
Revenues from other operating segments | 15,000 | 12,000 | 130,000 | 91,000 | ' |
Depreciation and amortization | 97,000 | 97,000 | 291,000 | 291,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Net income (loss) | 67,000 | 118,000 | -8,000 | 152,000 | ' |
Identifiable assets | 8,257,000 | 7,540,000 | 8,257,000 | 7,540,000 | ' |
Plastics Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 813,000 | 774,000 | 2,619,000 | 2,250,000 | ' |
Revenues from other operating segments | ' | ' | ' | ' | ' |
Depreciation and amortization | 43,000 | 47,000 | 134,000 | 135,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Net income (loss) | -30,000 | 49,000 | 9,000 | 58,000 | ' |
Identifiable assets | 2,039,000 | 2,003,000 | 2,039,000 | 2,003,000 | ' |
Technology Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 577,000 | 333,000 | 1,071,000 | 813,000 | ' |
Revenues from other operating segments | ' | ' | ' | ' | ' |
Depreciation and amortization | 1,012,000 | 24,000 | 1,071,000 | 57,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Net income (loss) | -1,820,000 | -91,000 | -2,213,000 | -198,000 | ' |
Identifiable assets | 51,633,000 | 1,043,000 | 51,633,000 | 1,043,000 | ' |
Corporate Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | ' | ' | ' | ' | ' |
Revenues from other operating segments | ' | ' | ' | ' | ' |
Depreciation and amortization | 1,000 | 1,000 | 2,000 | 2,000 | ' |
Deferred tax benefit, net | -9,205,000 | ' | ' | ' | ' |
Net income (loss) | 8,285,000 | -11,930,000 | 5,464,000 | -2,945,000 | ' |
Identifiable assets | $1,017,000 | $822,000 | $1,017,000 | $822,000 | ' |