Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document And Entity Information Abstract | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
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 | ' | 49,503,954 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $2,941,874 | $1,977,031 |
Restricted cash | 500,000 | 500,000 |
Accounts receivable, net of allowance of $60,000 ($60,000- 2013) | 1,151,504 | 2,149,123 |
Inventory | 1,221,345 | 834,979 |
Prepaid expenses and other current assets | 546,469 | 403,107 |
Deferred tax asset, net | 223,323 | 223,323 |
Total current assets | 6,584,515 | 6,087,563 |
Property, plant and equipment, net | 5,330,474 | 5,157,852 |
Investments and other assets | 12,284,289 | 11,448,008 |
Goodwill | 15,046,197 | 15,046,197 |
Other intangible assets, net | 28,489,633 | 29,602,591 |
Total assets | 67,735,108 | 67,342,211 |
Current liabilities: | ' | ' |
Accounts payable | 1,335,305 | 1,421,765 |
Accrued expenses and other current liabilities | 1,356,249 | 1,455,629 |
Revolving lines of credit | ' | 158,087 |
Short-term debt | ' | 824,857 |
Current portion of long-term debt, net | 596,699 | 613,488 |
Total current liabilities | 3,288,253 | 4,473,826 |
Long-term debt, net | 6,680,423 | 3,087,358 |
Other long-term liabilities | 346,509 | 27,566 |
Deferred tax liability, net | 1,369,184 | 1,364,447 |
Commitments and contingencies | ' | ' |
Stockholders' equity | ' | ' |
Common stock, $.02 par value; 200,000,000 shares authorized, 49,503,954 shares issued and outstanding (49,411,486 on December 31, 2013) | 990,079 | 988,230 |
Additional paid-in capital | 99,335,399 | 97,790,426 |
Accumulated other comprehensive loss | -37,509 | -27,566 |
Accumulated deficit | -47,917,230 | -44,862,076 |
Non-controlling interest in subsidiary | 3,680,000 | 4,500,000 |
Total stockholders' equity | 56,050,739 | 58,389,014 |
Total liabilities and stockholders' equity | $67,735,108 | $67,342,211 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowance | $60,000 | $60,000 |
Common stock, par value | $0.02 | $0.02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 49,503,954 | 49,411,486 |
Common stock, shares outstanding | 49,503,954 | 49,411,486 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenue | ' | ' |
Printed products | $3,163,500 | $3,279,343 |
Technology sales, services and licensing | 464,231 | 491,111 |
Total revenue | 3,627,731 | 3,770,454 |
Costs and expenses | ' | ' |
Cost of goods sold, exclusive of depreciation and amortization | 2,198,262 | 2,208,101 |
Selling, general and administrative, (including stock based compensation of $547,142 and $340,601, respectively). | 3,057,778 | 2,409,055 |
Depreciation and amortization | 1,313,371 | 225,121 |
Total costs and expenses | 6,569,411 | 4,842,277 |
Operating loss | -2,941,680 | -1,071,823 |
Other expense: | ' | ' |
Interest expense | -74,950 | -43,967 |
Amortization of note discount | -17,367 | -11,058 |
Foreign currency translation loss | -16,420 | ' |
Loss before income taxes | -3,050,417 | -1,126,848 |
Income tax expense | 4,737 | 4,737 |
Net loss | -3,055,154 | -1,131,585 |
Other comprehensive loss: | ' | ' |
Interest rate swap (loss) gain | -9,943 | 19,169 |
Comprehensive loss | ($3,065,097) | ($1,112,416) |
Earnings per share: | ' | ' |
Basic | ($0.07) | ($0.05) |
Diluted | ($0.07) | ($0.05) |
Shares used in computing earnings per share: | ' | ' |
Basic | 41,923,987 | 21,708,550 |
Diluted | 41,923,987 | 21,708,550 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Consolidated Statements of Operations and Comprehensive Loss [Abstract] | ' | ' |
Stock based compensation | $547,142 | $340,601 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($3,055,154) | ($1,131,585) |
Adjustments to reconcile net loss to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 1,313,371 | 225,121 |
Stock based compensation | 547,142 | 340,601 |
Amortizaton of note discount | 17,367 | 11,058 |
Change in deferred tax provision | 4,737 | 4,737 |
Foreign currency translation loss | 16,420 | ' |
Decrease (increase) in assets: | ' | ' |
Accounts receivable | 997,619 | 315,074 |
Inventory | -386,366 | -51,886 |
Prepaid expenses and other assets | -183,462 | -131,885 |
Increase (decrease) in liabilities: | ' | ' |
Accounts payable | -86,460 | 26,176 |
Accrued expenses and other liabilities | 326,700 | 45,258 |
Net cash used by operating activities | -488,086 | -347,331 |
Cash flows from investing activities: | ' | ' |
Purchase of equipment and building improvements | -134,373 | -17,527 |
Purchase of investments | -750,000 | ' |
Purchase of intangible assets | -39,126 | ' |
Net cash used by investing activities | -923,499 | -17,527 |
Cash flows from financing activities: | ' | ' |
Net payments on revolving lines of credit | -158,087 | -238,240 |
Payments of long-term debt | -156,485 | -83,387 |
Borrowings of long-term debt | 2,691,000 | ' |
Payments of capital lease obligations | ' | -4,710 |
Net cash provided (used) by financing activities | 2,376,428 | -326,337 |
Net increase (decrease) in cash | 964,843 | -691,195 |
Cash beginning of period | 1,977,031 | 1,887,163 |
Cash end of period | $2,941,874 | $1,195,968 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||
Basis of Presentation and Significant Accounting Policies | ' | ||||||||||||
1. Basis of Presentation and Significant Accounting Policies | |||||||||||||
Document Security Systems, Inc. (the "Company", or "DSS"), through two of its subsidiaries, Premier Packaging Corporation, which also does business under the assumed names of DSS Packaging and DSS Printing, and Plastic Printing Professionals, Inc., which also does business under the assumed name of DSS Plastics Group, operates in the security and commercial printing, packaging and plastic ID markets. The Company develops, markets, manufactures and sells paper and plastic products designed to protect valuable information from unauthorized scanning, copying, and digital imaging. The Company's subsidiary, Extradev, Inc. which operates under the assumed name of 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. ("DSS Technology Management"), acquires intellectual property assets, interests in companies owning intellectual property assets, and assists others in managing their intellectual property, for the purpose of monetizing intellectual property 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. | |||||||||||||
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 ("U.S. GAAP") 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 the Company's accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended December 31, 2013. | |||||||||||||
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. | |||||||||||||
Restricted Cash - The Company has received cash from a third party that is contractually designated to be used only for authorized legal and professional costs associated with the monetization efforts of one of its patents. | |||||||||||||
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. | ||||||||||||
The carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of revolving credit lines, notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. Derivative instruments, as discussed below, are recorded as assets and liabilities at estimated fair value based on available market information. The Company's convertible note payable is recorded at its face amount, net of an unamortized premium for a beneficial conversion feature and has an estimated fair value of approximately $333,000 ($539,000 at December 31, 2013) based on the underlying shares the note can be converted into at the trading price on March 31, 2014. Since the underlying shares are trading in an active, observable market, the fair value measurement qualifies as a Level 1 input. See Note 3 for additional details regarding the fair value of the Company's investments. | |||||||||||||
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 two term loans. 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 a cash flow hedges under U.S. GAAP. 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 Citizens Bank (defined below) 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 nonperformance by the counter parties to the interest rate swap agreements. However, the Company does not anticipate non-performance by the counter parties. The cumulative net loss attributable to this cash flow hedge recorded in accumulated other comprehensive loss and other liabilities at March 31, 2014 was approximately $38,000 ($28,000 - December 31, 2013), which is included in other long-term liabilities on the balance sheet. | |||||||||||||
The Company has notional amounts of approximately $1,394,000 as of March 31, 2014 on its interest rate swap agreements for its debt with RBS Citizens, N.A. ("Citizens Bank") (See Note 5). The Company has two interest rate swaps that change variable rates into fixed rates on two term loans and the terms of these instruments are as follows: | |||||||||||||
Notional | Variable | ||||||||||||
Amount | Rate | Fixed Cost | Maturity Date | ||||||||||
$ | 275,000 | 3.9 | % | 5.7 | % | 1-Feb-15 | |||||||
$ | 1,119,466 | 3.3 | % | 5.87 | % | 30-Aug-21 | |||||||
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 period, 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 March 31, 2014 and 2013, there were 19,618,892 and 4,371,534, 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 Company's merger completed in July 2013, that could potentially dilute basic earnings per share in the future. These shares were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company's losses in the respective periods. | |||||||||||||
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 three months ended March 31, 2014 and 2013, one customer accounted for 26% and 16%, respectively, of the Company's consolidated revenue. As of March 31, 2014 and 2013, this customer accounted for 8% and 3%, respectively, of the Company's trade accounts receivable balance. The risk with respect to trade receivables is mitigated by credit evaluations the Company performs on its customers, the short duration of its payment terms for the significant majority of its customer contracts and by the diversification of its customer base. | |||||||||||||
Reclassifications - Certain prior year amounts have been reclassified to conform to the current year presentation. |
Inventory
Inventory | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
2. Inventory | |||||||||
Inventory consisted of the following: | |||||||||
31-Mar-14 | December 31, | ||||||||
2013 | |||||||||
Finished Goods | $ | 533,287 | $ | 395,767 | |||||
Work in process | 246,424 | 129,627 | |||||||
Raw Materials | 441,634 | 309,585 | |||||||
$ | 1,221,345 | $ | 834,979 | ||||||
Investments
Investments | 3 Months Ended |
Mar. 31, 2014 | |
Investments [Abstract] | ' |
Investments | ' |
3. Investments | |
Since March 2013, DSS Technology Management has made a series of investments in VirtualAgility, Inc. ("VirtualAgility"), a developer of programming platforms that facilitate the creation of business applications without programming or coding. The initial investment consisted of a $200,000 non-recourse note plus an equity stake of 1/8 of 7% of the outstanding common stock of VirtualAgility, for a total cash investment of $250,000. Each non-recourse note, when purchased, is eligible for a preferred return of $1,250,000, plus a variable return of 1.875% based on gross proceeds, if any, derived from VirtualAgility's patent portfolio. In addition, VirtualAgility granted DSS Technology Management a total of seven additional options to make additional quarterly investments of $250,000 apiece, under the same terms as the first investment. If all of such options are exercised, DSS Technology Management will have invested an aggregate of $2,000,000, consisting of $1,600,000 in non-recourse notes that would be eligible for an aggregate preferred return of $10,000,000 plus up to 15% of variable returns and, based on the current capitalization of VirtualAgility, DSS Technology Management would also own approximately 7% of the outstanding common stock of VirtualAgility. In May 2013, DSS Technology Management created a subsidiary called VirtualAgility Technology Investment, LLC ("VATI") and transferred its ownership of the VirtualAgility investment and future investment options to VATI. Also in May 2013, a third-party investor became a 40% member of VATI. In exchange, the investor contributed $250,000 into VATI which was used to exercise one of the investment options in VirtualAgility per the terms described above. As of July 1, 2013, DSS Technology Management owned 60% of VATI. In conjunction with its acquisition accounting, the Company assessed the fair value of the VirtualAgility investment, including the expected exercise of future investment options as of the acquisition date, at approximately $10,750,000, which became the cost basis of the investment as of July 1, 2013. 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 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 investment constitutes a Level 3 input. In August 2013, the Company contributed $250,000 into VATI which used the funds to make an additional investment in VirtualAgility per the terms described above. In November 2013, the other member of VATI contributed $250,000 into VATI which used the funds to make an additional investment in VirtualAgility per the terms described above. As of December 31, 2013, the investment in VATI was $11,250,000 and DSS Technology Management owned 60% of VATI. As of December 31, 2013, VATI owned 438,401 shares of common stock of VirtualAgility. On February 14, 2014, DSS Technology Management contributed $250,000 into VATI which used the funds to make an additional investment in VirtualAgility per the terms described above. As of March 31, 2014, VATI owned 547,760 shares of common stock of VirtualAgility. As of March 31, 2014, investment in VATI was $11,500,000 and DSS Technology Management owned 68% of VATI. VATI did not record any income or loss during the three months ended March 31, 2014. | |
In January and February 2014, DSS Technology Management made investments of $100,000 and $400,000, respectively, to purchase an aggregate of 594,530 shares of common stock of Express Mobile, Inc. ("Express Mobile"), which represented approximately 6% of the outstanding common stock of Express Mobile at the time of investment. Express Mobile is a developer of custom mobile applications and websites. The investment was recorded using the cost method. | |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||||
4. Intangible Assets | |||||||||||||||||||||||||||
Intangible assets are comprised of the following: | |||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||||
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 | $ | 1,390,895 | $ | 606,405 | $ | 1,997,300 | $ | 1,343,819 | $ | 653,481 | ||||||||||||||
Acquired intangibles-patents and patent rights | Varied (1) | 30,356,567 | 3,122,461 | 27,234,106 | 30,356,164 | 2,042,083 | 28,314,081 | ||||||||||||||||||||
Patent application costs | Varied (2) | 1,004,246 | 355,124 | 649,122 | 965,523 | 330,494 | 635,029 | ||||||||||||||||||||
$ | 33,358,113 | $ | 4,868,480 | $ | 28,489,633 | $ | 33,318,987 | $ | 3,716,396 | $ | 29,602,591 | ||||||||||||||||
(1) acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 6.5 years. | |||||||||||||||||||||||||||
(2) patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 8.9 years. | |||||||||||||||||||||||||||
Intangible asset amortization expense for the three months ended March 31, 2014 amounted to $1,152,084 ($84,126 in 2013). | |||||||||||||||||||||||||||
Approximate expected intangible asset amortization for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||||||||
2015 | $ | 4,499,000 | |||||||||||||||||||||||||
2016 | $ | 4,347,000 | |||||||||||||||||||||||||
2017 | $ | 4,278,000 | |||||||||||||||||||||||||
2018 | $ | 4,236,000 | |||||||||||||||||||||||||
2019 | $ | 3,870,000 | |||||||||||||||||||||||||
ShortTerm_and_LongTerm_Debt
Short-Term and Long-Term Debt | 3 Months Ended |
Mar. 31, 2014 | |
Short-Term and Long-Term Debt [Abstract] | ' |
Short-Term and Long-Term Debt | ' |
5. Short-Term and Long-Term Debt | |
Revolving Credit Lines - The Company's subsidiary Premier Packaging Corporation ("Premier Packaging") has a revolving credit line with Citizens Bank of up to $1,000,000 that bears interest at 1 Month LIBOR plus 3.75% (3.91% as of March 31, 2014) and matures on May 31, 2014. As of March 31, 2014, the revolving line had a balance of $0 ($158,087 as of December 31, 2013). | |
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 to be amortized over the term of the note. 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 and, therefore, the Company accounted for this restructuring as an extinguishment in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 470-50 "Debt Modifications and Extinguishments" and recognized a loss on extinguishment of $26,252. The note was written up to its fair value on the date of modification of approximately $650,000 and the premium recorded in excess of its face value will be amortized over the remaining life of the note. The carrying amount of the note on March 31, 2014 was approximately $626,000 ($633,000 at December 31, 2013). | |
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., and carries an interest rate of 9% per annum. Interest is payable quarterly, in arrears. The Company also issued the lender as additional consideration 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. The warrant was valued at approximately $69,000 using the Black-Scholes-Merton option pricing model with a volatility of 60.0%, a risk free rate of return of 0.89% and zero dividend and forfeiture estimates. In conjunction with the issuance of the warrants, the Company recorded a discount on debt of approximately $69,000 that was amortized over the original term of the note. The note was set to mature on May 24, 2014, but was extended on May 2, 2014 until May 24, 2015 by the lender. In exchange for the extension, the Company also issued the lender as additional consideration a five-year warrant to purchase up to 40,000 shares of the Company's common stock at an exercise price of $1.50 per share. The warrant was valued at approximately $29,000 using the Black-Scholes-Merton option pricing model with a volatility of 70.0%, a risk free rate of return of 1.53% and zero dividend and forfeiture estimates. In conjunction with the issuance of the warrants, the Company will record a discount on debt of approximately $29,000 in May 2014 that will be amortized over the amended term of the note. As of March 31, 2014, the debt was recorded as long-term debt and had a carrying value of $842,224 with an outstanding balance of $850,000 net of unamortized discount of $7,776. As of December 31, 2013, the debt was recorded as short-term debt and had a carrying value of $824,857 with an outstanding balance of $850,000 net of unamortized discount of $25,143. | |
Term Loan Debt - On February 12, 2010, in conjunction with the credit facility agreement with Citizens Bank, Premier Packaging 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% (3.90% at March 31, 2014). 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 March 31, 2014, the balance of the term loan was $275,000 ($350,000 at December 31, 2013). | |
On October 8, 2010, Premier Packaging 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 at LIBOR plus 3% (3.16% at March 31, 2014) over 5 years. As of March 31, 2014, the balance under this term note was $27,508 ($30,171 at December 31, 2013). | |
On July 19, 2013, Premier Packaging, entered into an equipment loan with People's Capital and Leasing Corp. ("Peoples Capital") for a printing press. The loan was for $1,303,900, repayable over a 60-month period which commenced when the equipment was placed in service in January 2014. The loan bears interest at 4.84% and is payable in equal monthly installments of $24,511. As of March 31, 2014, the loan had a balance of $1,246,000 ($1,303,900 at December 31, 2013). | |
Promissory Notes - On August 30, 2011, 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 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% (3.30% at March 31, 2014). 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 March 31, 2014, the Promissory Note had a balance of $1,119,466 ($1,132,998 at December 31, 2013). | |
On December 6, 2013, Premier Packaging entered in to a Construction to Permanent Loan with Citizens Bank for up to $450,000 that will convert into a promissory note upon the completion and acceptance of building improvements to the Company's packaging plant in Victor, New York. This promissory note will be payable in monthly installments over a 15 year period at an interest rate to be determined at the date of conversion by choice of the borrower as either a fixed rate of 3.89% or variable rate based on the then applicable LIBOR rate. As of March 31, 2014, Premier Packaging had borrowed the full $450,000 and expects to begin paying monthly installments for the promissory note in the second quarter of 2014. | |
Under the Citizens Bank credit facilities, the Company's subsidiary, Premier Packaging is subject to various covenants including fixed charge coverage ratio, tangible net worth and current ratio covenants. In March 2014, Premier Packaging was notified that it was not in compliance with the required fixed charge coverage ratio as of December 31, 2013. In March 2014, the Company received a waiver as of December 31, 2013 from Citizens Bank, relating to the above-mentioned financial covenant. For the quarter ended March 31, 2014, Premier Packaging was in compliance with the covenants. The Citizens Bank obligations are secured by all of the assets of Premier Packaging and are also secured through cross guarantees by the Company and its other wholly-owned subsidiaries, Plastic Printing Professionals and Secuprint. | |
Promissory Notes and other long-term liabilities -On February 13, 2014, the Company's subsidiary, DSS Technology Management, entered into an agreement with certain investors pursuant to which the Company contracted to receive a series of advances up to $4,500,000 from the investors in exchange for promissory notes, fixed return interests and contingent interests collateralized by certain of the Company's intellectual property (the "Agreement"). On February 13, 2014, the Company received the first advance of $2,000,000 in exchange for a promissory note in the amount of $1,791,000 (the "Initial Advance Note") fixed return equity interests in the amount of $199,000, and contingent equity interests in the amount of $10,000. On March 27, 2014, upon achieving the First Milestone as defined in the Agreement, the Company issued to the Investors a promissory note in the amount of $900,000 (the "First Milestone Note") and fixed return equity interests in the amount of $100,000, and in turn received $1,000,000 (collectively, the "First Milestone Advance"). Upon the Company achieving the Second Milestone as defined in the Agreement, the Company will issue to the Investors a promissory note in the amount of $1,350,000 (the "Second Milestone Note") and fixed return equity interests in the amount of $150,000 (the "Second Milestone Fixed Return Interests"), and in turn will receive $1,500,000 (collectively, the "Second Milestone Advance"). As of March 31, 2014, an aggregate of $2,691,000 was outstanding under the promissory notes which is included in long-term debt on the balance sheet and $309,000 was outstanding under the fixed return equity interest and contingent equity interests which is included in other long term liabilities on the balance sheet. See Note 8. Commitments and Contingencies. | |
The Initial Advance Note, the First Milestone Note, and the Second Milestone Note (collectively, the "Notes") shall bear interest at a rate per annum equal to the Applicable Federal Rate on the unpaid principal amount thereof. The Notes are subject to various covenants and will also be subject to a Make Whole Amount calculation (as defined in the Agreement), which will result in an effective annual interest rate of approximately 4.23% for the term thereof, assuming no prepayments. At the Company's option, it may pay accrued interest when due on the Notes, or elect to capitalize the accrued interest, adding it to the principal thereof. The maturity date of all the Notes shall be the date four years after issuance (February 13, 2018) of the Initial Advance Note. | |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2014 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
6. Stockholders' Equity | |
Stock Options - During the three months ended March 31, 2014, the Company issued options to purchase up to an aggregate of 1,138,697 shares of its common stock to its employees that met certain minimum employment criteria, all with an exercise price of $2.00 per share. The fair value of these options amounted to approximately $886,000 as determined by utilizing the Black-Scholes-Merton option pricing model. | |
Stock Warrants - During the three months ended March 31, 2014, the Company issued 8,443 of its common stock in exchange for warrants to purchase 80,645 shares of the Company which were exercisable at a price of $3.10 per share, dated February 13, 2012 and expiring February 12, 2017. | |
Stock-Based Payments and 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 three months ended March 31, 2014, the Company had stock compensation expense of approximately $547,000 or $0.01 basic earnings per share ($341,000; $0.02 basic earnings per share for the corresponding three months ended March 31, 2013). | |
During the first three months of 2014, the Company issued an aggregate of 84,025 shares of the Company's common stock to certain of its directors in settlement of approximately $134,000 of board of director fees owed to such directors. | |
As of March 31, 2014, there was approximately $2,050,000 of total unrecognized compensation costs related to options, warrants and restricted stock granted under the Company's stock option plans that will be recognized over the next 27 months. 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 | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combination [Abstract] | ' | ||||
BUSINESS COMBINATIONS | ' | ||||
7. 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. (the "Merger") pursuant to the terms and conditions of an 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 ("Lexington"), which changed its name to DSS Technology Management, Inc. on August 2, 2013, became a wholly-owned subsidiary of the Company. The Company believes the merger with Lexington 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 in exchange for the capital stock owned by Lexington 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 Lexington 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; (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 Lexington'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. 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. 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"); The Company also issued an aggregate of 786,678 shares of Common Stock to Palladium Capital as compensation for their advisory services in connection with the transactions contemplated by the Merger Agreement. Of those shares issued to Palladium Capital, 400,000 are currently being held in escrow pursuant to the same terms and conditions as those set forth in the Escrow Agreement. Lexington changed its name to DSS Technology Management, Inc. on August 2, 2013. The Company spent approximately $1,445,000 in legal, accounting, consulting and filing fees related to the Merger. | |||||
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 Topic 805, 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 Company's common stock, and common stock to be held in escrow and issued if certain contingencies are met, warrants to purchase the Company's common stock issued by the Company 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 $1.87 share price of the Company's common stock which was the closing share price of the Company's common stock on the Closing Date of July 1, 2013. For warrants and employee options to purchase DSS common stock issued or assumed as consideration in the Merger, the Company used the Black Scholes Merton option pricing model to determine fair values, with terms set at the remaining life of the option or warrant, a volatility of approximately 59%, and a risk free rate of return of approximately 0.9% with zero forfeitures expected. For the Company common stock to be held in escrow, the Company used a Monte Carlo simulation model to determine an average expected fair value. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed, the purchase price allocation is preliminary and could change during the measurement period (not to exceed one year) if new information is obtained about the facts and circumstances that existed as of the Closing Date that, if known, would have resulted in the recognition of additional or changes to the value of the assets and liabilities presented in this purchase price allocation. | |||||
($ -in | |||||
thousands) | |||||
Current assets, net of current liabilities | $ | 6,252 | |||
Deposits and non-current assets | 9 | ||||
Investments at fair value | 10,750 | ||||
Other intangible assets- patent and patent rights | 27,856 | ||||
Goodwill | 11,962 | ||||
56,829 | |||||
Deferred tax liability, net | 11,962 | ||||
44,867 | |||||
Non-controlling interest in subsidiary | (4,300 | ) | |||
Total preliminary 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 preliminary purchase price | $ | 40,567 | |||
The Company's Management is responsible for determining the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed as of the Closing 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 investment 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. | |||||
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, 2013. | |||||
(unaudited) | Three Months Ended | ||||
31-Mar-13 | |||||
Revenue | $ | 3,770,000 | |||
Operating loss | (1,877,000 | ) | |||
Net loss | (2,711,000 | ) | |||
Earnings per share: | |||||
Basic | $ | (0.12 | ) | ||
Diluted | $ | (0.12 | ) | ||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
8. Commitments and Contingencies | |
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 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, in the United States District Court, Eastern District of Virginia, pursuant to which Bascom Research, LLC alleges infringement of certain of its patents relating to networking technologies (the "Bascom Litigation"). Bascom Research, LLC is seeking a judgment for infringement, injunctive relief, compensatory damages, treble damages for willful infringement, costs and attorneys' fees. In December 2012, the Bascom Litigation was transferred to the United States District Court, Northern District of California. | |
On November 26, 2013, DSS Technology Management filed suit against Apple, Inc., in the United States District Court for the Eastern District of Texas, for patent infringement (the "Apple Litigation"). The Apple Litigation relates to certain patents owned by DSS Technology Management in the wireless peripheral technology space. DSS Technology Management is seeking a judgment for infringement, injunctive relief, and compensatory damages from Apple, Inc. | |
On March 10, 2014, DSS Technology Management filed suit in the United States District Court for the Eastern District of Texas against Taiwan Semiconductor Manufacturing Company, TSMC North America, TSMC Development, Inc., Samsung Electronics Co., Ltd., Samsung Electronics America, Inc., Samsung Telecommunications America L.L.C., Samsung Semiconductor, Inc., Samsung Austin Semiconductor LLC, and NEC Corporation of America, for patent infringement involving one of its semiconductor patents. In this case, DSS Technology Management is seeking a judgment for infringement, injunctive relief, and money damages from each of the named defendants. | |
In addition to the foregoing, the Company is 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 its results of operations, cash flows or financial condition. | |
Contingent Litigation Payments - 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. As of March 31, 2014, the Company has not accrued any contingent legal fees pursuant to these arrangements. | |
Contingent Payments - The Company is party to certain agreements with funding partners who have rights to portions of IP monetization proceeds that the Company receives. | |
Related Party Consulting Payments - The Company has a consulting agreement with Patrick White, its former CEO. During the three months ended March 31, 2014, the Company paid approximately $48,000 to Mr. White and expects to pay approximately $127,000 in future monthly payments through the expiration of the agreement in March 2015. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
9 | Supplemental Cash Flow Information | ||||||||
Supplemental cash flow information for the three months ended March 31, 2014 and 2013 is approximately as follows: | |||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 69,000 | $ | 44,000 | |||||
Non-cash investing and financing activities: | |||||||||
(Loss) gain from change in fair value of interest rate swap derivative | $ | (10,000 | ) | $ | 19,000 | ||||
Accrued liabilities with related parties settled with equity | $ | 134,000 | $ | - | |||||
Financing of building improvements | $ | 200,000 | $ | - | |||||
Change in non-controlling interest | $ | 820,000 | $ | - | |||||
Segment_Information
Segment Information | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Segment Information [Abstract] | ' | ||||||||||||||||||||
Segment Information | ' | ||||||||||||||||||||
10 | Segment Information | ||||||||||||||||||||
As of January 1, 2014, the Company's businesses are organized, managed and internally reported as four operating segments. Two of these operating segments, Premier Packaging Corporation, and Plastic Printing Professionals, Inc., dba DSS Plastics 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. Previously, the Company maintained a separately located operating segment, DSS Printing Group. This operating segment was relocated to the Company's packaging facility in Victor, New York in January 2014. For presentation purposes, the 2013 Printing Group segment and Packaging segment amounts were combined to be consistent with the 2014 segment presentation. 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 months ended March 31, 2014 and 2013 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 March 31, 2014 | Packaging and | Plastics | Technology | Corporate | Total | ||||||||||||||||
Printing | |||||||||||||||||||||
Revenues from external customers | $ | 2,243,000 | $ | 921,000 | $ | 464,000 | $ | - | $ | 3,628,000 | |||||||||||
Depreciation and amortization | 150,000 | 43,000 | 1,119,000 | 1,000 | 1,313,000 | ||||||||||||||||
Stock based compensation | 74,000 | 42,000 | 94,000 | 337,000 | 547,000 | ||||||||||||||||
Net loss | (64,000 | ) | (9,000 | ) | (1,679,000 | ) | (1,303,000 | ) | (3,055,000 | ) | |||||||||||
Identifiable assets | 8,989,000 | 2,179,000 | 55,543,000 | 1,024,000 | 67,735,000 | ||||||||||||||||
Three Months Ended March 31, 2013 | Packaging and | Plastics | Technology | Corporate | Total | ||||||||||||||||
Printing | |||||||||||||||||||||
Revenues from external customers | $ | 2,695,000 | $ | 828,000 | $ | 247,000 | $ | - | $ | 3,770,000 | |||||||||||
Depreciation and amortization | 123,000 | 49,000 | 28,000 | 25,000 | 225,000 | ||||||||||||||||
Net income (loss) | 96,000 | (23,000 | ) | (218,000 | ) | (987,000 | ) | (1,132,000 | ) | ||||||||||||
Identifiable assets | 8,788,000 | 2,197,000 | 1,052,000 | 1,144,000 | 13,181,000 | ||||||||||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Mar. 31, 2014 | |||
SUBSEQUENT EVENTS [Abstract] | ' | ||
Subsequent Events | ' | ||
11 | Subsequent Events | ||
On April 30, 2014, the Company's subsidiary, DSS Technology Management, contracted to purchase a portfolio of 115 patents for an aggregate cash purchase price of $1,150,000. This pending patent acquisition is expected to be completed during the second quarter of 2014. | |||
On May 2, 2014, the Company extended a promissory note in the principal sum of $850,000 set to mature on May 24, 2014 until May 24, 2015. The Company also issued lender's president, as additional consideration for the extension, a five-year warrant to purchase up to 40,000 shares of the Company's common stock at an exercise price of $1.50 per share valued at approximately $29,000 using the Black-Scholes-Merton option pricing model with a volatility of 70.0%, a risk free rate of return of 1.53% and zero dividend and forfeiture estimates. In conjunction with the issuance of the warrants, the Company will record a discount on debt of approximately $29,000 in May 2014 that will be amortized over the amended term of the note. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||
Restricted Cash | ' | ||||||||||||
Restricted Cash - The Company has received cash from a third party that is contractually designated to be used only for authorized legal and professional costs associated with the monetization efforts of one of its patents. | |||||||||||||
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. | ||||||||||||
The carrying amounts reported in the balance sheet of cash, accounts receivable, prepaids, , accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of revolving credit lines, notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. Derivative instruments, as discussed below, are recorded as assets and liabilities at estimated fair value based on available market information. The Company's convertible note payable is recorded at its face amount, net of an unamortized premium for a beneficial conversion feature and has an estimated fair value of approximately $333,000 ($539,000 at December 31, 2013) based on the underlying shares the note can be converted into at the trading price on March 31, 2014. Since the underlying shares are trading in an active, observable market, the fair value measurement qualifies as a Level 1 input. See Note 3 for additional details regarding the fair value of the Company's investments. | |||||||||||||
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 two term loans. 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 a cash flow hedges under U.S. GAAP. 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 Citizens Bank (defined below) 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 nonperformance by the counter parties to the interest rate swap agreements. However, the Company does not anticipate non-performance by the counter parties. The cumulative net loss attributable to this cash flow hedge recorded in accumulated other comprehensive loss and other liabilities at March 31, 2014 was approximately $38,000 ($28,000 - December 31, 2013), which is included in other long-term liabilities on the balance sheet. | |||||||||||||
The Company has notional amounts of approximately $1,394,000 as of March 31, 2014 on its interest rate swap agreements for its debt with RBS Citizens, N.A. ("Citizens Bank") (See Note 5). The Company has two interest rate swaps that change variable rates into fixed rates on two term loans and the terms of these instruments are as follows: | |||||||||||||
Notional | Variable | ||||||||||||
Amount | Rate | Fixed Cost | Maturity Date | ||||||||||
$ | 275,000 | 3.9 | % | 5.7 | % | 1-Feb-15 | |||||||
$ | 1,119,466 | 3.3 | % | 5.87 | % | 30-Aug-21 | |||||||
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 period, 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. | |||||||||||||
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 three months ended March 31, 2014 and 2013, one customer accounted for 26% and 16%, respectively, of the Company's consolidated revenue. As of March 31, 2014 and 2013, this customer accounted for 8% and 3%, respectively, of the Company's trade accounts receivable balance. The risk with respect to trade receivables is mitigated by credit evaluations the Company performs on its customers, the short duration of its payment terms for the significant majority of its customer contracts and by the diversification of its customer base. | |||||||||||||
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) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||
Summary of Derivative Financial Instruments | ' | ||||||||||||
The Company has two interest rate swaps that change variable rates into fixed rates on two term loans and the terms of these instruments are as follows: | |||||||||||||
Notional | Variable | ||||||||||||
Amount | Rate | Fixed Cost | Maturity Date | ||||||||||
$ | 275,000 | 3.9 | % | 5.7 | % | 1-Feb-15 | |||||||
$ | 1,119,466 | 3.3 | % | 5.87 | % | 30-Aug-21 |
Inventory_Tables
Inventory (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consisted of the following: | |||||||||
31-Mar-14 | December 31, | ||||||||
2013 | |||||||||
Finished Goods | $ | 533,287 | $ | 395,767 | |||||
Work in process | 246,424 | 129,627 | |||||||
Raw Materials | 441,634 | 309,585 | |||||||
$ | 1,221,345 | $ | 834,979 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||
Intangible Assets [Abstract] | ' | ||||||||||||||||||||||||||
Schedule of Other Intangible Assets | ' | ||||||||||||||||||||||||||
Intangible assets are comprised of the following: | |||||||||||||||||||||||||||
31-Mar-14 | 31-Dec-13 | ||||||||||||||||||||||||||
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 | $ | 1,390,895 | $ | 606,405 | $ | 1,997,300 | $ | 1,343,819 | $ | 653,481 | ||||||||||||||
Acquired intangibles-patents and patent rights | Varied (1) | 30,356,567 | 3,122,461 | 27,234,106 | 30,356,164 | 2,042,083 | 28,314,081 | ||||||||||||||||||||
Patent application costs | Varied (2) | 1,004,246 | 355,124 | 649,122 | 965,523 | 330,494 | 635,029 | ||||||||||||||||||||
$ | 33,358,113 | $ | 4,868,480 | $ | 28,489,633 | $ | 33,318,987 | $ | 3,716,396 | $ | 29,602,591 | ||||||||||||||||
(1) acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 6.5 years. | |||||||||||||||||||||||||||
(2) patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 8.9 years. | |||||||||||||||||||||||||||
Schedule of Estimated Future Amortization of Intangible Assets | ' | ||||||||||||||||||||||||||
Approximate expected intangible asset amortization for each of the five succeeding fiscal years is as follows: | |||||||||||||||||||||||||||
2015 | $ | 4,499,000 | |||||||||||||||||||||||||
2016 | $ | 4,347,000 | |||||||||||||||||||||||||
2017 | $ | 4,278,000 | |||||||||||||||||||||||||
2018 | $ | 4,236,000 | |||||||||||||||||||||||||
2019 | $ | 3,870,000 | |||||||||||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combination [Abstract] | ' | ||||
Schedule of Business Combination | ' | ||||
($ -in | |||||
thousands) | |||||
Current assets, net of current liabilities | $ | 6,252 | |||
Deposits and non-current assets | 9 | ||||
Investments at fair value | 10,750 | ||||
Other intangible assets- patent and patent rights | 27,856 | ||||
Goodwill | 11,962 | ||||
56,829 | |||||
Deferred tax liability, net | 11,962 | ||||
44,867 | |||||
Non-controlling interest in subsidiary | (4,300 | ) | |||
Total preliminary 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 preliminary 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, 2013. | |||||
(unaudited) | Three Months Ended | ||||
31-Mar-13 | |||||
Revenue | $ | 3,770,000 | |||
Operating loss | (1,877,000 | ) | |||
Net loss | (2,711,000 | ) | |||
Earnings per share: | |||||
Basic | $ | (0.12 | ) | ||
Diluted | $ | (0.12 | ) | ||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Schedule of Supplemental Cash Flow Information | ' | ||||||||
Supplemental cash flow information for the three months ended March 31, 2014 and 2013 is approximately as follows: | |||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 69,000 | $ | 44,000 | |||||
Non-cash investing and financing activities: | |||||||||
(Loss) gain from change in fair value of interest rate swap derivative | $ | (10,000 | ) | $ | 19,000 | ||||
Accrued liabilities with related parties settled with equity | $ | 134,000 | $ | - | |||||
Financing of building improvements | $ | 200,000 | $ | - | |||||
Change in non-controlling interest | $ | 820,000 | $ | - | |||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
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 March 31, 2014 | Packaging and | Plastics | Technology | Corporate | Total | ||||||||||||||||
Printing | |||||||||||||||||||||
Revenues from external customers | $ | 2,243,000 | $ | 921,000 | $ | 464,000 | $ | - | $ | 3,628,000 | |||||||||||
Depreciation and amortization | 150,000 | 43,000 | 1,119,000 | 1,000 | 1,313,000 | ||||||||||||||||
Stock based compensation | 74,000 | 42,000 | 94,000 | 337,000 | 547,000 | ||||||||||||||||
Net loss | (64,000 | ) | (9,000 | ) | (1,679,000 | ) | (1,303,000 | ) | (3,055,000 | ) | |||||||||||
Identifiable assets | 8,989,000 | 2,179,000 | 55,543,000 | 1,024,000 | 67,735,000 | ||||||||||||||||
Three Months Ended March 31, 2013 | Packaging and | Plastics | Technology | Corporate | Total | ||||||||||||||||
Printing | |||||||||||||||||||||
Revenues from external customers | $ | 2,695,000 | $ | 828,000 | $ | 247,000 | $ | - | $ | 3,770,000 | |||||||||||
Depreciation and amortization | 123,000 | 49,000 | 28,000 | 25,000 | 225,000 | ||||||||||||||||
Net income (loss) | 96,000 | (23,000 | ) | (218,000 | ) | (987,000 | ) | (1,132,000 | ) | ||||||||||||
Identifiable assets | 8,788,000 | 2,197,000 | 1,052,000 | 1,144,000 | 13,181,000 | ||||||||||||||||
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Significant Accounting Policies | ' | ' | ' |
Shares issuable, excluding from calculation of diluted earnings per share | 19,618,892 | 4,371,534 | ' |
Sale of investment units, price per unit | $5 | ' | ' |
Warrants issued in acquisition | 3,432,170 | ' | ' |
Options exercisable, weighted-average exercise price | $1.87 | ' | ' |
Net gain (loss) attributable to cash flow hedge | $38,000 | ' | $28,000 |
Fair value of debt instrument | 333,000 | ' | 539,000 |
Notional Amount | 1,394,000 | ' | ' |
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 | ' | ' |
Stock Held in Escrow | $7,100,000 | ' | ' |
Stock option, expiration date | 1-Jul-18 | ' | ' |
Options exercisable, weighted-average exercise price | $4.80 | ' | ' |
Options outstanding | 2,000,000 | ' | ' |
Lexington [Member] | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' |
Options expired/forfeited | 3,600,000 | ' | ' |
Options exercisable, weighted-average exercise price | $3 | ' | ' |
Accounts Receivable [Member] | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' |
Concentration of credit risk, percentage | 8.00% | 3.00% | ' |
Revenue [Member] | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' |
Concentration of credit risk, percentage | 26.00% | 16.00% | ' |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Schedule of Derivative Instrument) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Derivative [Line Items] | ' |
Notional Amount | $1,394,000 |
Matures February 1, 2015 [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | 275,000 |
Variable Rate | 3.90% |
Fixed Cost | 5.70% |
Maturity Date | 1-Feb-15 |
Matures August 30, 2021 [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | $1,119,466 |
Variable Rate | 3.30% |
Fixed Cost | 5.87% |
Maturity Date | 30-Aug-21 |
Inventory_Details
Inventory (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory [Abstract] | ' | ' |
Finished goods | $533,287 | $395,767 |
Work in process | 246,424 | 129,627 |
Raw materials | 441,634 | 309,585 |
Inventory | $1,221,345 | $834,979 |
Investments_Details
Investments (Details) (USD $) | Feb. 28, 2014 | Jan. 31, 2014 | Mar. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 |
DSS Technology Management [Member] | DSS Technology Management [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial investment, non-recourse note | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | ' |
Percent of outstanding common stock | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' |
Total cash investment | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' |
Preferred return on each non-recourse note | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' |
Aggregate investment | ' | ' | ' | ' | ' | ' | 2,000,000 | 11,500,000 | 11,250,000 | ' |
Additional quarterly investments | ' | ' | ' | ' | 250,000 | ' | 250,000 | 250,000 | 250,000 | ' |
Cost of investment | 400,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Investment owned shares | 594,530 | ' | ' | ' | ' | ' | ' | 547,760 | 438,401 | ' |
Aggregate preferred return | ' | ' | 10,000,000 | ' | ' | 10,750,000 | ' | ' | ' | ' |
Non-recourse notes | ' | ' | ' | ' | ' | ' | $1,600,000 | ' | ' | $250,000 |
Equity ownership percentage | ' | ' | ' | 40.00% | ' | ' | ' | 68.00% | 60.00% | ' |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill [Line Items] | ' | ' |
Goodwill | $11,962,000 | ' |
Amortization of intangibles | $1,152,084 | $84,126 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Other Intangible Assets) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2014 | Dec. 31, 2013 | |||
Other Intangible Assets | ' | ' | ||
Gross Carrying Amount | $33,358,113 | $33,318,987 | ||
Accumulated Amortization | 4,868,480 | 3,716,396 | ||
Net Carrying Amount | 28,489,633 | 29,602,591 | ||
Acquired intangibles - customer lists and non-compete agreements [Member] | ' | ' | ||
Other Intangible Assets | ' | ' | ||
Gross Carrying Amount | 1,997,300 | 1,997,300 | ||
Accumulated Amortization | 1,390,895 | 1,343,819 | ||
Net Carrying Amount | 606,405 | 653,481 | ||
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 | 30,356,567 | [1] | 30,356,164 | [1] |
Accumulated Amortization | 3,122,461 | [1] | 2,042,083 | [1] |
Net Carrying Amount | 27,234,106 | [1] | 28,314,081 | [1] |
Useful Life | '6 years 6 months | ' | ||
Patent application costs [Member] | ' | ' | ||
Other Intangible Assets | ' | ' | ||
Gross Carrying Amount | 1,004,246 | [2] | 965,523 | [2] |
Accumulated Amortization | 355,124 | [2] | 330,494 | [2] |
Net Carrying Amount | $649,122 | [2] | $635,029 | [2] |
Useful Life | '8 years 10 months 24 days | ' | ||
[1] | acquired patents and patent rights are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 6.5 years. | |||
[2] | patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of March 31, 2014, the weighted average remaining useful life of these assets in service was approximately 8.9 years.Intangible asset amortization expense for the three months ended March 31, 2014 amounted to $1,152,084 ($84,126 - 2013). |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Intangible Assets [Abstract] | ' | ' |
2014 | $4,499,000 | ' |
2015 | 4,347,000 | ' |
2016 | 4,278,000 | ' |
2017 | 4,236,000 | ' |
2018 | 3,870,000 | ' |
Amortization of intangibles | $1,152,084 | $84,126 |
ShortTerm_and_LongTerm_Debt_Re
Short-Term and Long-Term Debt (Revolving Credit Lines) (Details) (Revolving Credit Facility [Member], RBS Citizens [Member], USD $) | 0 Months Ended | 3 Months Ended | |
Jul. 26, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | |
Revolving Credit Facility [Member] | RBS Citizens [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Line of credit, maximum borrowing amount | ' | $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 | ' | $0 | $158,087 |
ShortTerm_and_LongTerm_Debt_Sh
Short-Term and Long-Term Debt (Short and Long-Term Debt) (Details) (USD $) | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | 24-May-13 | Mar. 31, 2014 | Feb. 13, 2014 | Aug. 30, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 06, 2013 | |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | |||
RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | $850,000 | $850,000 | $575,000 | ' | ' | $850,000 | ' | $1,791,000 | ' | ' | ' | $450,000 |
Fair value | ' | ' | ' | ' | ' | 69,000 | 28,000 | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | 29-Dec-15 | ' | ' | 24-May-15 | ' | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | 10.00% | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' |
Shares to be issued upon conversion of convertible note, shares | ' | ' | 260,180 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, price per share | ' | ' | $2.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued, exercise price per share | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature recorded as a debt discount | ' | ' | 88,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, carrying amount | 842,224 | ' | ' | 626,000 | 633,000 | ' | ' | ' | ' | 1,119,466 | 1,132,998 | 250,464 |
Number of shares exchanged for warrants exercised | ' | ' | ' | ' | ' | 60,000 | 40,000 | ' | ' | ' | ' | ' |
Interest rate additional rate above LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | 3.15% | 3.30% | ' | ' |
Interest rate on outstanding term loan | ' | ' | ' | ' | ' | ' | ' | 4.23% | 5.87% | ' | ' | 3.89% |
Premiums recorded | ' | ' | 650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Time to maturity | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' |
Warrant Exercise Price | ' | ' | ' | ' | ' | $3 | $1.50 | ' | ' | ' | ' | ' |
Expected volatility | 59.00% | ' | ' | ' | ' | 60.00% | 70.00% | ' | ' | ' | ' | ' |
Risk-free interest rate per annum | 0.90% | ' | ' | ' | ' | 0.89% | 1.53% | ' | ' | ' | ' | ' |
Expected dividends yield | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' |
Discount on debt | 7,776 | 25,143 | ' | ' | ' | 69,000 | 29,000 | ' | ' | ' | ' | ' |
Short-term debt | ' | $824,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShortTerm_and_LongTerm_Debt_Pr
Short-Term and Long-Term Debt (Promissory Note) (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 13, 2014 | 24-May-13 | Dec. 06, 2013 | Aug. 30, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 27, 2014 | Mar. 27, 2014 | |
Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | Promissory Notes [Member] | ||||
RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | First Milestone Advance [Member] | Second Milestone Advance [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for Real Estate acquired | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' |
Cash payment for real estate | 134,373 | 17,527 | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' |
Periodic installments amount | ' | ' | ' | ' | ' | ' | ' | 7,658 | ' | ' | ' | ' |
Interest rate additional rate above LIBOR | ' | ' | ' | ' | ' | ' | ' | 3.15% | 3.30% | ' | ' | ' |
Interest rate on outstanding term loan | ' | ' | ' | ' | 4.23% | ' | 3.89% | 5.87% | ' | ' | ' | ' |
Debt instrument, final balloon payment | ' | ' | ' | ' | ' | ' | ' | 919,677 | ' | ' | ' | ' |
Debt instrument, carrying amount | 842,224 | ' | ' | ' | ' | ' | 250,464 | ' | 1,119,466 | 1,132,998 | ' | ' |
Debt instrument, face amount | 850,000 | ' | 850,000 | ' | 1,791,000 | 850,000 | 450,000 | ' | ' | ' | 900,000 | 1,350,000 |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' |
Advances | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | 1,000,000 | 1,500,000 |
Fixed return equity interests | ' | ' | ' | ' | 199,000 | ' | ' | ' | ' | ' | 100,000 | 150,000 |
Fair value of contingent consideration | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, net | 6,680,423 | ' | 3,087,358 | 2,691,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other long-term liabilities | $346,509 | ' | $27,566 | $309,000 | ' | ' | ' | ' | ' | ' | ' | ' |
ShortTerm_and_LongTerm_Debt_St
Short-Term and Long-Term Debt (Standby Term Note) (Details) (Stand-By Term Note, USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Feb. 28, 2010 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 08, 2010 | Jul. 19, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Rbs Citizens [Member] | Rbs Citizens [Member] | Rbs Citizens [Member] | Rbs Citizens [Member] | Peoples Capital [Member] | Peoples Capital [Member] | Peoples Capital [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing amount | $1,500,000 | ' | ' | ' | ' | ' | $450,000 | $1,303,900 | ' | ' |
Debt instrument, monthly principal payment | 25,000 | ' | ' | 887 | ' | ' | ' | 24,511 | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | '5 years | ' | ' | '60 months | ' | ' |
Credit facility, amount outstanding | ' | $275,000 | $350,000 | ' | $27,508 | $30,171 | ' | ' | $1,246,000 | $1,303,900 |
Interest rate additional rate above LIBOR | 3.75% | 3.90% | ' | 3.00% | 3.16% | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | ' | 4.84% | ' | ' |
Interest rate on outstanding term loan | 5.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Stock_Opti
Stockholders' Equity (Stock Options) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Stockholders' Equity Note [Line Items] | ' |
Stock options issued | 1,138,697 |
Stock options issued, exercise price per share | $2 |
Fair value of options issued | $886,000 |
Warrant issued, purchase price per membership unit | 3.1 |
Warrants to purchase common stock, shares | 8,443 |
Warrants to purchase common stock, warrants exercised | 80,645 |
Stockholders_Equity_StockBased
Stockholders' Equity (Stock-Based Compensation) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Stockholders' Equity Note [Line Items] | ' | ' |
Stock based compensation | $547,142 | $340,601 |
Stock compensation expense, per share | $0.02 | $0.02 |
Unrecognized compensation costs | 2,050,000 | ' |
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, shares | 84,025 | ' |
Shares issued for stock-based compensation | $134,000 | ' |
Business_Combination_Narrative
Business Combination (Narrative) (Details) (USD $) | 3 Months Ended | 3 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 31-May-13 | |
DSS [Member] | Lexington [Member] | Palladium Capital Advisors [Member] | DSS Technology Management [Member] | DSS Technology Management [Member] | DSS Technology Management [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 | ' | ' | ' | ' | ' |
Stock Held in Escrow | ' | ' | ' | $7,100,000 | ' | $400,000 | ' | ' | ' |
Warrants issued in acquisition | 3,432,170 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 49,503,954 | ' | 49,411,486 | 4,859,894 | ' | ' | ' | 240,559 | ' |
Options expired/forfeited | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price | $1.87 | ' | ' | $4.80 | $3 | ' | ' | ' | ' |
Stock option, expiration date | ' | ' | ' | 1-Jul-18 | ' | ' | ' | ' | ' |
Equity ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% |
Options outstanding | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Sale of investment units, price per unit | $5 | ' | ' | ' | ' | ' | ' | $1.87 | ' |
Expected volatility | 59.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate per annum | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from external customers | 3,627,731 | 3,770,454 | ' | ' | ' | ' | ' | ' | ' |
Net loss | -3,055,154 | -1,131,585 | ' | ' | ' | ' | ' | ' | ' |
Merger related costs | 1,445,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate preferred return | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' |
Business_Combination_Schedule_
Business Combination (Schedule of Purchase Price Allocation) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Business Acquisition [Line Items] | ' |
Current assets, net of current liabilities | $6,252,000 |
Deposits and non-current assets | 9,000 |
Investments at fair value | 10,750,000 |
Other intangible assets- patent and patent rights | 27,856,000 |
Goodwill | 11,962,000 |
Total current assets | 56,829,000 |
Deferred tax liability, net | 11,962,000 |
Non-controlling interest in subsidiary | -4,300,000 |
Total estimated purchase price | 40,567,000 |
Fair value of consideration issued | 44,867,000 |
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 | 30,514,000 |
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 | 901,000 |
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 | 141,000 |
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 | 2,661,000 |
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 | $6,350,000 |
Business_Combination_Schedule_1
Business Combination (Schedule of Pro Forma Information) (Details) (USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Business Combination [Abstract] | ' |
Revenue | $3,770,000 |
Operating Loss | -1,877,000 |
Net Income (Loss) | ($2,711,000) |
Basic | ($0.12) |
Diluted | ($0.12) |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Line Items] | ' |
Consulting fees | $48,000 |
Consulting fees, future monthly payments | $127,000 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Cash paid for interest | $69,000 | $44,000 |
Non-cash investing and financing activities: | ' | ' |
(Loss) gain from change in fair value of interest rate swap derivative | -10,000 | 19,000 |
Accrued liabilities with related parties settled with equity | 134,000 | ' |
Financing of building improvements | 200,000 | ' |
Change in non-controlling interest | $820,000 | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues from external customers | $3,627,731 | $3,770,454 | ' |
Depreciation and amortization | 1,313,371 | 225,121 | ' |
Stock based compensation | 547,142 | 340,601 | ' |
Deferred tax benefit, net | 4,737 | 4,737 | ' |
Net income (loss) | -3,055,154 | -1,131,585 | ' |
Identifiable assets | 67,735,108 | ' | 67,342,211 |
Packaging and Printing Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues from external customers | 2,243,000 | 2,695,000 | ' |
Depreciation and amortization | 150,000 | 123,000 | ' |
Stock based compensation | 74,000 | ' | ' |
Net income (loss) | -64,000 | 96,000 | ' |
Identifiable assets | 8,989,000 | ' | 8,788,000 |
Plastics Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues from external customers | 921,000 | 828,000 | ' |
Depreciation and amortization | 43,000 | 49,000 | ' |
Stock based compensation | 42,000 | ' | ' |
Net income (loss) | -9,000 | -23,000 | ' |
Identifiable assets | 2,179,000 | ' | 2,197,000 |
Technology Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues from external customers | 464,000 | 247,000 | ' |
Depreciation and amortization | 1,119,000 | 28,000 | ' |
Stock based compensation | 94,000 | ' | ' |
Net income (loss) | -1,679,000 | -218,000 | ' |
Identifiable assets | 55,543,000 | ' | 1,052,000 |
Corporate Segment [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Revenues from external customers | ' | ' | ' |
Depreciation and amortization | 1,000 | 25,000 | ' |
Stock based compensation | 337,000 | ' | ' |
Net income (loss) | -1,303,000 | -987,000 | ' |
Identifiable assets | $1,024,000 | ' | $1,144,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Event [Line Items] | ' |
Debt instrument, carrying amount | $842,224 |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Aggregate cash purchase price | 1,150,000 |
Maturity Date | 24-May-15 |
Debt instrument, carrying amount | 850,000 |
Expected life in years | '5 years |
Volatility | 70.00% |
Risk free interest rate | 1.53% |
Dividend yield | 0.00% |
Exercise price | $1.50 |
Number of shares exchanged for warrants exercised | 40,000 |
Fair value | $29,000 |