Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document And Entity Information Abstract | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 42,213,654 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,899,977 | $1,977,031 |
Restricted cash | 391,293 | 500,000 |
Accounts receivable, net of allowance of $68,000 ($60,000- 2013) | 1,855,196 | 2,149,123 |
Inventory | 1,165,923 | 834,979 |
Prepaid expenses and other current assets | 578,466 | 403,107 |
Deferred tax asset, net | 166,491 | 223,323 |
Total current assets | 6,057,346 | 6,087,563 |
Property, plant and equipment, net | 5,166,713 | 5,157,852 |
Investments and other assets | 774,702 | 11,448,008 |
Goodwill | 15,046,197 | 15,046,197 |
Other intangible assets, net | 27,343,873 | 29,602,591 |
Total assets | 54,388,831 | 67,342,211 |
Current liabilities: | ' | ' |
Accounts payable | 1,478,822 | 1,421,765 |
Accrued expenses and other current liabilities | 1,691,972 | 1,455,629 |
Revolving lines of credit | ' | 158,087 |
Short-term debt | 850,000 | 824,857 |
Current portion of long-term debt, net | 464,066 | 613,488 |
Total current liabilities | 4,484,860 | 4,473,826 |
Long-term debt, net | 7,028,199 | 3,087,358 |
Other long-term liabilities | 502,828 | 27,566 |
Deferred tax liability, net | 317,522 | 1,364,447 |
Commitments and contingencies (Note 8) | ' | ' |
Stockholders' equity | ' | ' |
Common stock, $.02 par value; 200,000,000 shares authorized, 42,213,654 shares issued and outstanding (49,411,486 on December 31, 2013) | 844,273 | 988,230 |
Additional paid-in capital | 99,584,712 | 97,790,426 |
Accumulated other comprehensive loss | -43,828 | -27,566 |
Accumulated deficit | -58,329,735 | -44,862,076 |
Non-controlling interest in subsidiary | ' | 4,500,000 |
Total stockholders' equity | 42,055,422 | 58,389,014 |
Total liabilities and stockholders' equity | $54,388,831 | $67,342,211 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Consolidated Balance Sheets [Abstract] | ' | ' |
Accounts receivable, allowance | $68,000 | $60,000 |
Common stock, par value | $0.02 | $0.02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 42,213,654 | 49,411,486 |
Common stock, shares outstanding | 42,213,654 | 49,411,486 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income (loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue | ' | ' | ' | ' |
Printed products | $4,489,460 | $3,671,764 | $12,060,221 | $10,772,849 |
Technology sales, services and licensing | 474,834 | 577,606 | 1,415,195 | 1,526,281 |
Total revenue | 4,964,294 | 4,249,370 | 13,475,416 | 12,299,130 |
Costs and expenses | ' | ' | ' | ' |
Cost of goods sold, exclusive of depreciation and amortization | 3,111,062 | 2,507,620 | 8,505,957 | 7,256,816 |
Selling, general and administrative (including stock based compensation) | 2,480,627 | 2,679,518 | 8,152,186 | 8,426,206 |
Depreciation and amortization | 1,321,536 | 1,206,819 | 3,923,220 | 1,660,948 |
Impairment of assets | 11,749,528 | 516,726 | 11,749,528 | 516,726 |
Total costs and expenses | 18,662,753 | 6,910,683 | 32,330,891 | 17,860,696 |
Operating loss | -13,698,459 | -2,661,313 | -18,855,475 | -5,561,566 |
Other expense: | ' | ' | ' | ' |
Interest expense | -88,812 | -64,972 | -252,667 | -158,487 |
Amortization of note discount and loss on debt extinguishment | ' | -17,367 | -51,915 | -71,189 |
Foreign currency translation gain | 18,725 | ' | 2,305 | ' |
Loss before income taxes | -13,768,546 | -2,743,652 | -19,157,752 | -5,791,242 |
Income tax benefit | -999,567 | -9,205,488 | -990,093 | -9,196,014 |
Net income (loss) including noncontrolling interest | -12,768,979 | 6,461,836 | -18,167,659 | 3,404,772 |
Less: loss attributable to noncontrolling interest | 4,700,000 | ' | 4,700,000 | ' |
Net income (loss) to common shareholders | -8,068,979 | 6,461,836 | -13,467,659 | 3,404,772 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Interest rate swap (loss) gain | 8,955 | 2,609 | -16,262 | 78,717 |
Comprehensive income (loss) | -12,760,024 | 6,464,445 | -18,183,921 | 3,483,489 |
Less: Comprehensive net loss attributable to noncontrolling interest | 4,700,000 | ' | 4,700,000 | ' |
Comprehensive income (loss) to common shareholders | ($8,060,024) | $6,464,445 | ($13,483,921) | $3,483,489 |
Earnings per common share: | ' | ' | ' | ' |
Basic | ($0.19) | $0.15 | ($0.32) | $0.12 |
Diluted | ($0.19) | $0.15 | ($0.32) | $0.12 |
Shares used in computing earnings per common share: | ' | ' | ' | ' |
Basic | 42,213,654 | 41,911,569 | 42,060,015 | 28,444,037 |
Diluted | 42,213,654 | 41,914,855 | 42,060,015 | 28,462,741 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) including noncontrolling interest | ($18,167,659) | $3,404,772 |
Adjustments to reconcile net income (loss) to net cash used by operating activities: | ' | ' |
Depreciation and amortization | 3,923,220 | 1,660,948 |
Stock based compensation | 1,105,395 | 1,579,641 |
Paid in-kind interest | 30,000 | ' |
Amortization of note discount | 30,010 | 44,937 |
Loss on extinguishment of debt | ' | 26,252 |
Impairment of intangible assets and investments inclusive of noncontrolling interest | 11,749,528 | 516,726 |
Change in deferred tax provision | -990,093 | -9,196,014 |
Foreign currency translation gain | -2,305 | ' |
Decrease (increase) in assets: | ' | ' |
Accounts receivable | 293,927 | 389,521 |
Inventory | -330,944 | -282,842 |
Prepaid expenses and other assets | -210,504 | -188,203 |
Restricted cash | 108,707 | ' |
Increase in liabilities: | ' | ' |
Accounts payable | 48,669 | 72,847 |
Accrued expenses and other liabilities | 831,239 | 50,942 |
Net cash used by operating activities | -1,580,810 | -1,920,473 |
Cash flows from investing activities: | ' | ' |
Purchase of equipment and building improvements | -257,764 | -321,230 |
Acquisition of business | ' | 6,560,890 |
Purchase of investments | -750,000 | -250,000 |
Purchase of intangible assets | -1,216,063 | -2,557,825 |
Net cash (used) provided by investing activities | -2,223,827 | 3,431,835 |
Cash flows from financing activities: | ' | ' |
Net payments on revolving lines of credit | -158,087 | 23,660 |
Payments of long-term debt | -457,303 | -233,228 |
Borrowings of long-term debt | 4,041,000 | ' |
Issuances of common stock, net of issuance costs | 301,973 | 48,767 |
Net cash provided (used) by financing activities | 3,727,583 | -160,801 |
Net (decrease) increase in cash | -77,054 | 1,350,561 |
Cash beginning of period | 1,977,031 | 1,887,163 |
Cash end of period | $1,899,977 | $3,237,724 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 9 Months Ended | ||||||||||||||
Sep. 30, 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 Printing Group, 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 United States generally accepted accounting principles (“U.S. GAAP”) 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. GAAP for complete financial statements. In the opinion of management, the accompanying balance sheets and related interim statements of operations and comprehensive loss and cash flows include all adjustments, considered necessary for their fair presentation in accordance with U.S. GAAP. All significant intercompany transactions have been eliminated in consolidation. | |||||||||||||||
Interim results are not necessarily indicative of results expected for the 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. | |||||||||||||||
Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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 – As of September 30, 2014, cash of $391,293 ($500,000 – December 31, 2013) received pursuant to a proceeds rights agreement is restricted for payments of costs and expenses associated with one of the Company's monetization programs. | |||||||||||||||
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 as of September 30, 2014, has an estimated fair value of approximately $221,000 ($539,000 at December 31, 2013) based on the underlying shares the note can be converted into at the trading price on September 30, 2014. Since the underlying shares the debt could be converted into are trading in an active, observable market, and are considered similar to the debt itself, the fair value measurement qualifies as a Level 2. It is not practical to estimate the fair value of the Company's cost method investments because there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the 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 these cash flow hedges recorded in accumulated other comprehensive loss and other liabilities at September 30, 2014 was approximately $44,000 ($28,000 - December 31, 2013), which is included in other long-term liabilities on the balance sheet. | |||||||||||||||
The Company has notional amounts of approximately $1,217,000 as of September 30, 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 | ||||||||||||
$ | 125,000 | 3.91% | 5.70% | 1-Feb-15 | |||||||||||
$ | 1,092,104 | 3.31% | 5.87% | 30-Aug-21 | |||||||||||
Goodwill - In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The Company's has several reporting units with goodwill. The Company's packaging and printing segment and the Company's plastics segment businesses fair value are based on the income approach based on estimates of future revenues, operating income and other factors such as working capital and capital expenditures. The Company's technology management segment's fair value is primarily based on expected future cash flows generated from its patents, including future license revenues and settlements from enforcement activities. License and settlements estimates from enforcement activities fair value estimates are based on relief from royalty analysis with variable discounts based on the stage of the enforcement case. | |||||||||||||||
In the third quarter of 2014, as a result of a decline in the Company's market capitalization and the significant impairment of one of the Company's investments, the Company performed the first step of the goodwill impairment test as of September 30, 2014 in order to identify potential impairment by comparing the fair value of the reporting units with their carrying amounts, including goodwill. Based upon the first step of the goodwill impairment test performed as of September 30, 2014, the Company determined that the fair value each of its reporting units individually and in the aggregate was in excess of their carrying amounts and therefore the second step of the goodwill impairment test was not required. | |||||||||||||||
While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. For instance, actual results are not consistent with the Company's estimates and assumptions used to calculate fair value and a subsequent and persistent decline in the Company's market capitalization could change the Company's current estimates of fair value which could result in a material impairment of goodwill. The Company will further review goodwill for impairment during its annual impairment test during the fourth quarter of 2014. | |||||||||||||||
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 September 30, 2014 and 2013, there were 12,077,804 and 18,753,340 respectively, of common stock share equivalents potentially issuable under convertible debt agreements, employment agreements, options, warrants, overallotment options, and restricted stock agreements, that could potentially dilute basic earnings per share in the future. These shares were excluded from the calculation of diluted earnings per share in periods in which the Company had a net loss because their inclusion would have been anti-dilutive to the Company's losses in the respective periods. For the three months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $1.49, 3,286 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. For the nine months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $2.16, 18,704 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. | |||||||||||||||
Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. | |||||||||||||||
During the nine months ended September 30, 2014, two customers accounted for 42% of the Company's consolidated revenue. As of September 30, 2014, these customers accounted for 32% of the Company's trade accounts receivable balance. During the nine months ended September 30, 2013, one of these customers accounted for 24% of the Company's consolidated revenue. As of September 30, 2013, this customer accounted for 23% 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. | |||||||||||||||
New Accounting Pronouncements Not Yet Adopted – In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a retrospective or cumulative effect transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company has not yet selected a transition method and its currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. | |||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its financial statements. |
Inventory
Inventory | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
2 | Inventory | ||||||||
Inventory consisted of the following: | |||||||||
September 30, 2014 | December 31, 2013 | ||||||||
Finished Goods | $ | 487,740 | $ | 395,767 | |||||
Work in process | 222,791 | 129,627 | |||||||
Raw Materials | 455,392 | 309,585 | |||||||
$ | 1,165,923 | $ | 834,979 |
Investments
Investments | 9 Months Ended | |
Sep. 30, 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. In May 2014, 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 June 30, 2014, VATI owned 657,119 shares of common stock of VirtualAgility. As of June 30, 2014, investment in VATI was approximately $11,750,000 and DSS Technology Management owned 60% of VATI. VATI did not record any income or loss during the Nine months ended June 30, 2014. | ||
VirtualAgility is currently the plaintiff in a patent infringement lawsuit against Salesforce.com, Inc. et al. In May of 2014, Salesforce.Com, Inc., as Petitioner, filed a petition with the United States Patent and Trademark Office's Patent Trial and Appeal Board (“PTAB”) requesting covered business method patent review of claims 1-21 of U.S. Patent No. 8,095,413 B1, which is the patent being asserted by VirtualAgility in the lawsuit (the “413 Patent”), alleging that claims 1-21 of the 413 Patent are unpatentable. On September 16, 2014, the PTAB issued a written decision holding that challenged claims 1-21 of the 413 Patent are unpatentable, and also denied VirtualAgility's contingent motion to amend the challenged claims. As a result of the PTAB's decision, the Company estimated that its investment in VATI was impaired and as a result, the Company recorded an impairment of its investment in the gross amount of approximately $11,750,000 of which 40%, or $4,700,000 of such investment was attributable to a noncontrolling interest, which equated to a net impairment charge during the third quarter of 2014 of approximately $7,050,000. | ||
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 investments were recorded using the cost method. | ||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||
Intangible Assets [Abstract] | ' | |||||||||||||||||||||||||||||||||
Intangible Assets | ' | |||||||||||||||||||||||||||||||||
4 | Intangible Assets | |||||||||||||||||||||||||||||||||
On May 23, 2014, the Company's subsidiary, DSS Technology Management, purchased 115 patents covering certain methods and processes in the semiconductor industry for $1,150,000. In addition, the Company has capitalized approximately $66,000 of patent application costs during the nine months ended September 30, 2014. | ||||||||||||||||||||||||||||||||||
Intangible assets are comprised of the following: | ||||||||||||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||||||||||
Useful Life | Amount | Amortizaton | Amount | Amount | Amortizaton | Amount | ||||||||||||||||||||||||||||
Acquired intangibles- customer lists and non- compete agreements | 5 -10 years | $ | 1,997,300 | $ | 1,485,047 | $ | 512,253 | $ | 1,997,300 | $ | 1,343,819 | $ | 653,481 | |||||||||||||||||||||
Acquired intangibles-patents and patent rights | Varied | (1) | 31,506,567 | 5,301,745 | 26,204,822 | 30,356,164 | 2,042,083 | 28,314,081 | ||||||||||||||||||||||||||
Patent application costs | Varied | (2) | 1,031,183 | 404,385 | 626,798 | 965,523 | 330,494 | 635,029 | ||||||||||||||||||||||||||
$ | 34,535,050 | $ | 7,191,177 | $ | 27,343,873 | $ | 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 September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 6.1 years. | ||||||||||||||||||||||||||||||||||
(2) patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 8.2 years. | ||||||||||||||||||||||||||||||||||
Intangible asset amortization expense for the nine months ended September 30, 2014 amounted to $3,474,781 ($1,213,872 for the same period in 2013). | ||||||||||||||||||||||||||||||||||
Approximate expected intangible asset amortization for the fourth quarter of 2014 and for each of the five succeeding fiscal years is as follows: | ||||||||||||||||||||||||||||||||||
Fourth quarter of 2014 | $ | 1,173,000 | ||||||||||||||||||||||||||||||||
2015 | $ | 4,603,000 | ||||||||||||||||||||||||||||||||
2016 | $ | 4,403,000 | ||||||||||||||||||||||||||||||||
2017 | $ | 4,384,000 | ||||||||||||||||||||||||||||||||
2018 | $ | 4,248,000 | ||||||||||||||||||||||||||||||||
2019 | $ | 3,975,000 | ||||||||||||||||||||||||||||||||
Thereafter | $ | 4,558,000 | ||||||||||||||||||||||||||||||||
Total | $ | 27,344,000 | ||||||||||||||||||||||||||||||||
ShortTerm_and_LongTerm_Debt
Short-Term and Long-Term Debt | 9 Months Ended | ||
Sep. 30, 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 September 30, 2014) and matures on May 31, 2015. As of September 30, 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 FASB 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 September 30, 2014 was approximately $612,000 ($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 its maturity date was extended on May 2, 2014 to 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 recorded expense for modification of debt of approximately $29,000 As of September 30, 2014, the debt was recorded as short-term debt and had a carrying value and outstanding balance of $850,000. 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 in February 2015. Interest accrues at 1 Month LIBOR plus 3.75% (3.91% at September 30, 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 September 30, 2014, the balance of the term loan was $125,000 ($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 was to provide Premier Packaging with up to $450,000 towards the funding of eligible equipment purchases for up to one year. In October 2011, the Company had borrowed $42,594 under the facility which amount was converted into a term note payable in 60 monthly installments of $887 plus interest at 1 Month LIBOR plus 3% (3.16% at September 30, 2014). As of September 30, 2014, the balance under this term note was $22,184 ($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 September 30, 2014, the loan had a balance of $1,127,713 ($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% (3.31% at September 30, 2014). Concurrently with the transaction, the Company entered into an interest rate swap agreement to lock into a 5.87% effective interest rate for the life of the loan. The Promissory Note matures in August 2021 at which time a balloon payment of the remaining principal balance of $919,677 is due. As of September 30, 2014, the Promissory Note had a balance of $1,092,113 ($1,132,998 at December 31, 2013). | |||
On December 6, 2013, Premier Packaging entered into a Construction to Permanent Loan with Citizens Bank for up to $450,000 that was to converted into a promissory note upon the completion and acceptance of building improvements to the Company's packaging plant in Victor, New York. In May 2014, the Company converted the loan into a $450,000 note payable in monthly installments over a 5 year period of $2,500 plus interest calculated at a variable rate of 1 Month Libor plus 3.15% (3.31% at September 30, 2014), which payments commenced on July 1, 2014. The note matures in July 2019 at which time a balloon payment of the remaining principal balance of $300,000 is due. As of September 30, 2014, the note had a balance of $442,500 ($250,464 - December 31, 2013). | |||
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 quarters ended March 31, 2014, June 30, 2014 and September 30, 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”). On September 5, 2014, upon achieving the Second Milestone as defined in the Agreement, the Company issued 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, and in turn received $1,500,000 (collectively, the “Second Milestone Advance”). This Second Milestone payment was the final payment under the agreement. The Initial Advance Note, the First Milestone Note, and the Second Milestone Note (collectively, the “Notes”) bear interest at a rate per annum equal to the Applicable Federal Rate on the unpaid principal amount thereof, which was 1.95% as of September 30, 2014. 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. As of September 30, 2014, an aggregate of $4,071,000, which includes $30,000 of accrued interest,was outstanding under the Notes and is included in long-term debt on the balance sheet and $459,000 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. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Sep. 30, 2014 | ||
Stockholders' Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
6 | Stockholders' Equity | |
On June 16, 2014, the Company sold 209,700 shares of common stock at a purchase price of $1.44 per share to an institutional investor for a total purchase price of approximately $302,000. Additionally, from the date of the closing until 90 days after the closing date, the investor had a non-transferable overallotment right to purchase up to 209,700 additional shares of common stock at a price per share of $1.60, for an additional subscription amount of up to an aggregate of approximately $335,500. The overallotment option was not executed by the investor and expired on September 14, 2014. | ||
Restricted Shares – In conjunction with its Merger with Lexington Technology Group on July 1, 2013 (See Note 7) the Company issued 7,100,000 shares of the Company's Common Stock to be held in escrow pursuant to an escrow agreement, dated July 1, 2013. Pursuant to the escrow agreement, the shares of the Company's Common Stock deposited in the escrow account would be released to the holders if and when the closing price per share of the Company's Common Stock exceeded $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 was not achieved, the shares of the Company's Common Stock held in escrow would be cancelled and returned to the treasury of the Company. The holders of the escrow shares had voting rights with respect to the shares until such shares were either released or retired after one year. As of July 1, 2014, the vesting criteria for the escrow shares was not met. As a result, the Company received authorization from holders of an aggregate of 3,038,357 of the escrow shares to retire such shares as of June 29, 2014. The remaining 4,061,643 escrow shares were retired on July 1, 2014. The Company had also issued an aggregate of 786,678 shares of Common Stock to Palladium Capital as compensation for advisory services performed in connection with the Merger. Of those shares issued to Palladium Capital, 400,000 were being held in escrow pursuant to the same terms and conditions as those set forth in the escrow agreement. Since Paladium Capital's escrow shares did not vest, the Company received authorization from Palladium Capital to retire their 400,000 escrow shares as of June 29, 2014. | ||
Stock Options - During the nine months ended September 30, 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 aggregate fair value of these options amounted to approximately $886,000 as determined by utilizing the Black-Scholes-Merton option pricing model with a volatility of 70.4%, a risk free rate of return of 1.53% and zero dividend and forfeiture estimates. | ||
Stock Warrants - During the nine months ended September 30, 2014, the Company issued 8,443 shares 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. In May 2014, the Company issued a warrant to purchase up to 60,000 of the Company's common stock at $1.60 per share to a vendor of investor relations services. The warrants have a term of 3 years and will vest pro ratably over 12 monthly periods. The warrant was valued at approximately $34,000 using the Black-Scholes-Merton option pricing model with a volatility of 71.4%, a risk free rate of return of 1.67% and zero dividend and forfeiture estimates. Also in May 2014, the Company issued fully vested five-year warrants to purchase 40,000 shares of the Company's common stock at $1.50 per share in conjunction with the extension of the Company's $850,000 term note that was due to expire in May 2014 to May 2015. The estimated fair value of the warrant was recognized as expense on the date of grant. The warrant was valued at approximately $27,000 using the Black-Scholes-Merton option pricing model with a volatility of 65.5%, a risk free rate of return of 1.57% and zero dividend and forfeiture estimates. | ||
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 nine months ended September 30, 2014, the Company had stock compensation expense of approximately $1,105,000 or $0.03 basic and diluted earnings per share ($1,580,000; $0.06 basic earnings per share for the corresponding nine months ended September 30, 2013). | ||
In March 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 September 30, 2014, there was approximately $1,488,000 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 24 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 | 9 Months Ended | ||||
Sep. 30, 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 would be released to the holders if and when the closing price per share of the Company's Common Stock exceeded $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 was not achieved, the shares of the Company's Common Stock held in escrow would be cancelled and returned to the treasury of the Company. The holders of the escrow shares had voting rights with respect to the shares until such shares were either released or retired after one year. As of July 1, 2014, the vesting criteria for the escrow shares was not met. As a result, the Company received authorization from holders of an aggregate of 3,038,357 of the escrow shares to retire such shares as of June 29, 2014. The remaining 4,061,643 escrow shares were retired on July 1, 2014. The Company had also issued an aggregate of 786,678 shares of Common Stock to Palladium Capital as compensation for advisory services performed in connection with the Merger. Of those shares issued to Palladium Capital, 400,000 were being held in escrow pursuant to the same terms and conditions as those set forth in the escrow agreement. Since Paladium Capital's escrow shares did not vest, the Company received authorization from Palladium Capital to retire their 400,000 escrow shares as of June 29, 2014. 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 $1.87 share price of the Company's common stock which was the closing share price of the Company's common stock on the Closing Date of July 1, 2013. For warrants and employee options to purchase DSS common stock issued or assumed as consideration in the Merger, the Company used the Black Scholes Merton option pricing model to determine fair values, with terms set at the remaining life of the option or warrant, a volatility of approximately 59%, and a risk free rate of return of approximately 0.9% with zero forfeitures expected. For the Company common stock to be held in escrow, the Company used a Monte Carlo simulation model to determine an average expected fair value. | |||||
($ -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 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 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. | |||||
Nine Months Ended | |||||
(unaudited) | September 30, 2013 | ||||
Revenue | $ | 12,327,000 | |||
Operating Loss | (6,188,000 | ) | |||
Net loss | (7,192,000 | ) | |||
Earnings per share: | |||||
Basic and diluted | $ | (0.17 | ) | ||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies [Abstract] | ' | |
Commitments and Contingencies | ' | |
8 | Commitments and Contingencies | |
In October 2011, the Company initiated litigation against Coupons.com Incorporated (Coupons.com) alleging, among other things, that Coupons.com misused certain of the Company's proprietary technology in violation of the terms of a nondisclosure agreement between the parties. On July 10, 2014 the US District Court for the Western District of New York heard oral arguments in connection with Coupons.com's motion for Summary Judgment, and on October 28, 2014, Coupons.com's motion was granted and the case was dismissed. The Company may appeal the District Court's decision. | ||
In October 2012, Bascom Research, a subsidiary of Lexington Technology Group, Inc. (LTG), now known as DSS Technology Management, Inc., acquired by the Company in July 2013, initiated litigation with Facebook, Inc., LinkedIn Corporation and three other defendants in the US District Court for the Eastern District of Virginia. The complaint alleged infringement by the defendants of four patents that are instrumental to social and business networking technology and related to the manner in which users and application developers on the Facebook and LinkedIn platforms make connections between “objects” such as photos, people, events and pages. In January 2013, all five cases were transferred to the US District Court for the Northern District of California. In April and May of 2013, LTG announced that Bascom Research had reached settlements with two of the named defendants. Currently, Facebook and LinkedIn remain as defendants in the litigation. | ||
On May 22, 2014, Facebook, Inc. filed a Petition for Covered Business Method (CBM) Patent Review with the USPTO's Patent Trial and Appeal Board (PTAB). On September 3, 2014, Bascom Research filed a preliminary response to the CBM petition, and a decision by the PTAB on whether or not to institute the CBM proceeding should be delivered within 90 days following the petition, or about December 2, 2014. | ||
On August 30, 2014, the parties held a case management conference that set dates for a hearing to address Facebook's motion for summary judgment, which alleges that the Bascom Research patents are invalid under the patent-eligibility (section 101) standard established in Alice Corp v. CLS Bank International , and for the claims construction (Markman) hearing. The Summary Judgment hearing will take place on November 21, 2014, and the Markman hearing is scheduled for February 26, 2015. | ||
On November 29, 2013, DSS Technology Management, Inc. (DSSTM) initiated litigation against Apple, Inc. (Apple) in the US District Court for the Eastern District of Texas. DSSTM's complaint alleges infringement by Apple of DSSTM patents that relate to systems and methods of using low power wireless peripheral devices. | ||
A Markman hearing in DSSTM's litigation with Apple in the Eastern District of Texas had been scheduled for November 6, 2014. On October 28, 2014 the case was stayed pending a determination of Apple's motion to transfer the case to the Northern District of California, which had been submitted on March 3, 2014. On November 7, 2014, the Company learned that Apple's motion to transfer was granted. DSSTM anticipates that this Markman hearing will now take place following the completion of the transfer of the case to the Northern District of California. | ||
On March 10, 2014, DSS Technology Management, Inc. (DSSTM) initiated litigation with Taiwan Semiconductor Manufacturing Company, Ltd. (TSMC), Samsung Electronics Co. Inc., and NEC Corporation of America in the US District Court for the Eastern District of Texas. DSSTM's complaint against these companies alleges infringement of DSS patents relating to a semiconductor manufacturing process called “double-patterning.” | ||
On June 24, 2014, TSMC filed a petition for Inter Partes Review (IPR) with the USPTO Patent Trial and Appeal Board, and DSSTM filed its preliminary response to that petition on October 17, 2014. | ||
On November 3, 2014, TSMC filed a motion to transfer its case to the Northern District of California. A decision has not yet been rendered by the District Court for this motion. | ||
On May 30, 2014, DSS Technology Management filed suit in the United States District Court for the Eastern District of Texas against Lenovo (United States), Inc. for patent infringement of a patent 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 Lenovo (United States), Inc. The case is currently in the pleadings stage. | ||
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 the Company is 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 September 30, 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 nine months ended September 30, 2014, the Company paid approximately $112,000 to Mr. White and expects to pay approximately $68,000 in future monthly payments through the expiration of the agreement in March 2015. Company paid approximately $139,000 during nine months ended September 30, 2013. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Supplemental Cash Flow Information | ' | ||||||||
9 | Supplemental Cash Flow Information | ||||||||
Supplemental cash flow information for the nine months ended September 30, 2014 and 2013 is approximately as follows: | |||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 255,000 | $ | 149,000 | |||||
Non-cash investing and financing activities: | |||||||||
(Loss) gain from change in fair value of interest rate swap derivative | $ | (16,000 | ) | $ | 79,000 | ||||
Equity issued for acquisition | $ | - | 40,567,000 | ||||||
Accrued liabilities with related parties settled with equity | $ | 134,000 | $ | - | |||||
Financing of building improvements | $ | 200,000 | $ | - | |||||
Change in non-controlling interest | $ | (4,500,000 | ) | $ | - | ||||
Warrants issued with debt | $ | - | $ | 69,000 | |||||
Accounts payable converted to debt | $ | - | $ | 153,000 | |||||
Financing of equipment purchase | $ | - | $ | 1,706,000 | |||||
Intrinsic value of beneficial conversion feature at Reaquisition | $ | - | $ | 75,000 | |||||
Escrow shares retired | $ | 150,000 | $ | - | |||||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 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., are engaged in various aspects of developing, acquiring, selling and licensing technology assets and are grouped into one reportable segment called Technology. DSS Technology Management acquires or internally develops patented technology or intellectual property assets (or interests therein), with the purpose of monetizing these assets through a variety of value-enhancing initiatives, including, but not limited to, investments in the development and commercialization of patented technologies, licensing, strategic partnerships and commercial litigation. DSS Digital Group researches and develops intellectual property, products and services for purposes of creating commercial sales of products that are based on internally developed intellectual property and intellectual property assets and rights acquired by DSS Technology Management. DSS Digital Group also provides IT sales and services including remote server and application hosting, cloud computing, secure document systems, back-up and disaster recovery services and custom program development services. | ||||||||||||||||||||||||||||||||
Approximate information concerning the Company's operations by reportable segment for the three and nine months ended September 30, 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 September 30, 2014 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 3,575,000 | 914,000 | 475,000 | - | $ | 4,964,000 | |||||||||||||||||||||||||
Depreciation and amortization | 150,000 | 27,000 | 1,145,000 | - | 1,322,000 | |||||||||||||||||||||||||||
Stock based compensation | 18,000 | 10,000 | 24,000 | 213,000 | 265,000 | |||||||||||||||||||||||||||
Impairment of investment | - | - | 11,750,000 | - | 11,750,000 | |||||||||||||||||||||||||||
Less: loss attributable to noncontrolling interest | - | - | 4,700,000 | - | 4,700,000 | |||||||||||||||||||||||||||
Net income (loss) to common shareholders | 297,000 | 45,000 | -7,658,000 | -753,000 | -8,069,000 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2014 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 9,321,000 | 2,735,000 | 1,419,000 | - | $ | 13,475,000 | |||||||||||||||||||||||||
Depreciation and amortization | 406,000 | 127,000 | 3,389,000 | 1,000 | 3,923,000 | |||||||||||||||||||||||||||
Stock based compensation | 111,000 | 62,000 | 141,000 | 791,000 | 1,105,000 | |||||||||||||||||||||||||||
Impairment of investment | - | - | 11,750,000 | - | 11,750,000 | |||||||||||||||||||||||||||
Less: loss attributable to noncontrolling interest | - | - | 4,700,000 | - | 4,700,000 | |||||||||||||||||||||||||||
Net income (loss) to common shareholders | 496,000 | 22,000 | -10,890,000 | -3,096,000 | -13,468,000 | |||||||||||||||||||||||||||
Identifiable assets | 9,519,000 | 2,083,000 | 41,773,000 | 1,014,000 | 54,389,000 | |||||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 2,859,000 | 813,000 | 577,000 | - | $ | 4,249,000 | |||||||||||||||||||||||||
Depreciation and amortization | 151,000 | 43,000 | 1,012,000 | 1,000 | 1,207,000 | |||||||||||||||||||||||||||
Deferred tax benefit, net | - | - | - | -9,205,000 | -9,205,000 | |||||||||||||||||||||||||||
Net income (loss) | 27,000 | -30,000 | -1,820,000 | 8,285,000 | 6,462,000 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 8,609,000 | 2,619,000 | 1,071,000 | - | $ | 12,299,000 | |||||||||||||||||||||||||
Depreciation and amortization | 454,000 | 134,000 | 1,071,000 | 2,000 | 1,661,000 | |||||||||||||||||||||||||||
Net income (loss) | 145,000 | 9,000 | -2,213,000 | 5,464,000 | 3,405,000 | |||||||||||||||||||||||||||
Identifiable assets | 10,133,000 | 2,039,000 | 51,633,000 | 1,017,000 | 64,822,000 | |||||||||||||||||||||||||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | ' | ||||||||||||||
Use of Estimates | ' | ||||||||||||||
Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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 | ' | ||||||||||||||
Restricted Cash – As of September 30, 2014, cash of $391,293 ($500,000 – December 31, 2013) received pursuant to a proceeds rights agreement is restricted for payments of costs and expenses associated with one of the Company's monetization programs. | |||||||||||||||
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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 as of September 30, 2014, has an estimated fair value of approximately $221,000 ($539,000 at December 31, 2013) based on the underlying shares the note can be converted into at the trading price on September 30, 2014. Since the underlying shares the debt could be converted into are trading in an active, observable market, and are considered similar to the debt itself, the fair value measurement qualifies as a Level 2. It is not practical to estimate the fair value of the Company's cost method investments because there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the 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 these cash flow hedges recorded in accumulated other comprehensive loss and other liabilities at September 30, 2014 was approximately $44,000 ($28,000 - December 31, 2013), which is included in other long-term liabilities on the balance sheet. | |||||||||||||||
The Company has notional amounts of approximately $1,217,000 as of September 30, 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 | ||||||||||||
$ | 125,000 | 3.91% | 5.70% | 1-Feb-15 | |||||||||||
$ | 1,092,104 | 3.31% | 5.87% | 30-Aug-21 | |||||||||||
Goodwill | ' | ||||||||||||||
Goodwill - In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. ASU 2010-28 modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. The Company's has several reporting units with goodwill. The Company's packaging and printing segment and the Company's plastics segment businesses fair value are based on the income approach based on estimates of future revenues, operating income and other factors such as working capital and capital expenditures. The Company's technology management segment's fair value is primarily based on expected future cash flows generated from its patents, including future license revenues and settlements from enforcement activities. License and settlements estimates from enforcement activities fair value estimates are based on relief from royalty analysis with variable discounts based on the stage of the enforcement case. | |||||||||||||||
In the third quarter of 2014, as a result of a decline in the Company's market capitalization and the significant impairment of one of the Company's investments, the Company performed the first step of the goodwill impairment test as of September 30, 2014 in order to identify potential impairment by comparing the fair value of the reporting units with their carrying amounts, including goodwill. Based upon the first step of the goodwill impairment test performed as of September 30, 2014, the Company determined that the fair value each of its reporting units individually and in the aggregate was in excess of their carrying amounts and therefore the second step of the goodwill impairment test was not required. | |||||||||||||||
While the Company believes it has made reasonable estimates and assumptions to calculate the fair value of the reporting units, it is possible a material change could occur. For instance, actual results are not consistent with the Company's estimates and assumptions used to calculate fair value and a subsequent and persistent decline in the Company's market capitalization could change the Company's current estimates of fair value which could result in a material impairment of goodwill. The Company will further review goodwill for impairment during its annual impairment test during the fourth quarter of 2014. | |||||||||||||||
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. | |||||||||||||||
As of September 30, 2014 and 2013, there were 12,077,804 and 18,753,340 respectively, of common stock share equivalents potentially issuable under convertible debt agreements, employment agreements, options, warrants, overallotment options, and restricted stock agreements, that could potentially dilute basic earnings per share in the future. These shares were excluded from the calculation of diluted earnings per share in periods in which the Company had a net loss because their inclusion would have been anti-dilutive to the Company's losses in the respective periods. For the three months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $1.49, 3,286 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. For the nine months ended September 30, 2013, based on the average market price of the Company's common stock during that period of $2.16, 18,704 common stock equivalents were added to the basic shares outstanding to calculate dilutive earnings per share. | |||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||
Concentration of Credit Risk - The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant credit risk as a result of any non-performance by the financial institutions. | |||||||||||||||
During the nine months ended September 30, 2014, two customers accounted for 42% of the Company's consolidated revenue. As of September 30, 2014, these customers accounted for 32% of the Company's trade accounts receivable balance. During the nine months ended September 30, 2013, one of these customers accounted for 24% of the Company's consolidated revenue. As of September 30, 2013, this customer accounted for 23% 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. | |||||||||||||||
New Accounting Pronouncements Not Yet Adopted | ' | ||||||||||||||
New Accounting Pronouncements Not Yet Adopted – In May 2014, the FASB issued new accounting guidance on revenue from contracts with customers. The new guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either a retrospective or cumulative effect transition method. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The Company has not yet selected a transition method and its currently evaluating the effect that the updated standard will have on its financial statements and related disclosures. | |||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The guidance requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to provide related footnote disclosures in certain circumstances. The guidance is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. The Company does not believe the adoption of this ASU will have a significant impact on its financial statements. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 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 | ||||||||||||
$ | 125,000 | 3.91% | 5.70% | 1-Feb-15 | |||||||||||
$ | 1,092,104 | 3.31% | 5.87% | 30-Aug-21 |
Inventory_Tables
Inventory (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consisted of the following: | |||||||||
September 30, 2014 | December 31, 2013 | ||||||||
Finished Goods | $ | 487,740 | $ | 395,767 | |||||
Work in process | 222,791 | 129,627 | |||||||
Raw Materials | 455,392 | 309,585 | |||||||
$ | 1,165,923 | $ | 834,979 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||||
Intangible Assets [Abstract] | ' | |||||||||||||||||||||||||||||||||
Schedule of Other Intangible Assets | ' | |||||||||||||||||||||||||||||||||
Intangible assets are comprised of the following: | ||||||||||||||||||||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||||||||||||||||||
Useful Life | Amount | Amortizaton | Amount | Amount | Amortizaton | Amount | ||||||||||||||||||||||||||||
Acquired intangibles- customer lists and non- compete agreements | 5 -10 years | $ | 1,997,300 | $ | 1,485,047 | $ | 512,253 | $ | 1,997,300 | $ | 1,343,819 | $ | 653,481 | |||||||||||||||||||||
Acquired intangibles-patents and patent rights | Varied | (1) | 31,506,567 | 5,301,745 | 26,204,822 | 30,356,164 | 2,042,083 | 28,314,081 | ||||||||||||||||||||||||||
Patent application costs | Varied | (2) | 1,031,183 | 404,385 | 626,798 | 965,523 | 330,494 | 635,029 | ||||||||||||||||||||||||||
$ | 34,535,050 | $ | 7,191,177 | $ | 27,343,873 | $ | 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 September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 6.1 years. | ||||||||||||||||||||||||||||||||||
(2) patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 8.2 years. | ||||||||||||||||||||||||||||||||||
Schedule of Estimated Future Amortization of Intangible Assets | ' | |||||||||||||||||||||||||||||||||
Approximate expected intangible asset amortization for the fourth quarter of 2014 and for each of the five succeeding fiscal years is as follows: | ||||||||||||||||||||||||||||||||||
Fourth quarter of 2014 | $ | 1,173,000 | ||||||||||||||||||||||||||||||||
2015 | $ | 4,603,000 | ||||||||||||||||||||||||||||||||
2016 | $ | 4,403,000 | ||||||||||||||||||||||||||||||||
2017 | $ | 4,384,000 | ||||||||||||||||||||||||||||||||
2018 | $ | 4,248,000 | ||||||||||||||||||||||||||||||||
2019 | $ | 3,975,000 | ||||||||||||||||||||||||||||||||
Thereafter | $ | 4,558,000 | ||||||||||||||||||||||||||||||||
Total | $ | 27,344,000 | ||||||||||||||||||||||||||||||||
Business_Combination_Tables
Business Combination (Tables) | 9 Months Ended | ||||
Sep. 30, 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 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 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. | |||||
Nine Months Ended | |||||
(unaudited) | September 30, 2013 | ||||
Revenue | $ | 12,327,000 | |||
Operating Loss | (6,188,000 | ) | |||
Net loss | (7,192,000 | ) | |||
Earnings per share: | |||||
Basic and diluted | $ | (0.17 | ) | ||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Supplemental Cash Flow Information [Abstract] | ' | ||||||||
Schedule of Supplemental Cash Flow Information | ' | ||||||||
Supplemental cash flow information for the nine months ended September 30, 2014 and 2013 is approximately as follows: | |||||||||
2014 | 2013 | ||||||||
Cash paid for interest | $ | 255,000 | $ | 149,000 | |||||
Non-cash investing and financing activities: | |||||||||
(Loss) gain from change in fair value of interest rate swap derivative | $ | (16,000 | ) | $ | 79,000 | ||||
Equity issued for acquisition | $ | - | 40,567,000 | ||||||
Accrued liabilities with related parties settled with equity | $ | 134,000 | $ | - | |||||
Financing of building improvements | $ | 200,000 | $ | - | |||||
Change in non-controlling interest | $ | (4,500,000 | ) | $ | - | ||||
Warrants issued with debt | $ | - | $ | 69,000 | |||||
Accounts payable converted to debt | $ | - | $ | 153,000 | |||||
Financing of equipment purchase | $ | - | $ | 1,706,000 | |||||
Intrinsic value of beneficial conversion feature at Reaquisition | $ | - | $ | 75,000 | |||||
Escrow shares retired | $ | 150,000 | $ | - | |||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||||||
Segment Information [Abstract] | ' | |||||||||||||||||||||||||||||||
Schedule of Operations by Reportable Segment | ' | |||||||||||||||||||||||||||||||
Three Months Ended September 30, 2014 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 3,575,000 | 914,000 | 475,000 | - | $ | 4,964,000 | |||||||||||||||||||||||||
Depreciation and amortization | 150,000 | 27,000 | 1,145,000 | - | 1,322,000 | |||||||||||||||||||||||||||
Stock based compensation | 18,000 | 10,000 | 24,000 | 213,000 | 265,000 | |||||||||||||||||||||||||||
Impairment of investment | - | - | 11,750,000 | - | 11,750,000 | |||||||||||||||||||||||||||
Less: loss attributable to noncontrolling interest | - | - | 4,700,000 | - | 4,700,000 | |||||||||||||||||||||||||||
Net income (loss) to common shareholders | 297,000 | 45,000 | -7,658,000 | -753,000 | -8,069,000 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2014 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 9,321,000 | 2,735,000 | 1,419,000 | - | $ | 13,475,000 | |||||||||||||||||||||||||
Depreciation and amortization | 406,000 | 127,000 | 3,389,000 | 1,000 | 3,923,000 | |||||||||||||||||||||||||||
Stock based compensation | 111,000 | 62,000 | 141,000 | 791,000 | 1,105,000 | |||||||||||||||||||||||||||
Impairment of investment | - | - | 11,750,000 | - | 11,750,000 | |||||||||||||||||||||||||||
Less: loss attributable to noncontrolling interest | - | - | 4,700,000 | - | 4,700,000 | |||||||||||||||||||||||||||
Net income (loss) to common shareholders | 496,000 | 22,000 | -10,890,000 | -3,096,000 | -13,468,000 | |||||||||||||||||||||||||||
Identifiable assets | 9,519,000 | 2,083,000 | 41,773,000 | 1,014,000 | 54,389,000 | |||||||||||||||||||||||||||
Three Months Ended September 30, 2013 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 2,859,000 | 813,000 | 577,000 | - | $ | 4,249,000 | |||||||||||||||||||||||||
Depreciation and amortization | 151,000 | 43,000 | 1,012,000 | 1,000 | 1,207,000 | |||||||||||||||||||||||||||
Deferred tax benefit, net | - | - | - | -9,205,000 | -9,205,000 | |||||||||||||||||||||||||||
Net income (loss) | 27,000 | -30,000 | -1,820,000 | 8,285,000 | 6,462,000 | |||||||||||||||||||||||||||
Nine Months Ended September 30, 2013 | Packaging and Printing | Plastics | Technology | Corporate | Total | |||||||||||||||||||||||||||
Revenues from external customers | $ | 8,609,000 | 2,619,000 | 1,071,000 | - | $ | 12,299,000 | |||||||||||||||||||||||||
Depreciation and amortization | 454,000 | 134,000 | 1,071,000 | 2,000 | 1,661,000 | |||||||||||||||||||||||||||
Net income (loss) | 145,000 | 9,000 | -2,213,000 | 5,464,000 | 3,405,000 | |||||||||||||||||||||||||||
Identifiable assets | 10,133,000 | 2,039,000 | 51,633,000 | 1,017,000 | 64,822,000 | |||||||||||||||||||||||||||
The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 16, 2014 | |
Significant Accounting Policies | ' | ' | ' | ' | ' |
Amount received as payments for costs and expenses | ' | $391,293 | ' | $500,000 | ' |
Shares issuable, excluding from calculation of diluted earnings per share | ' | 12,077,804 | 18,753,340 | ' | ' |
Common stock issued, price per share | $2.16 | $5 | $2.16 | ' | $1.44 |
Common stock added tok basic shares outstanding | 3,286 | ' | 18,704 | ' | ' |
Equity ownership percentage | ' | 40.00% | ' | ' | ' |
Net gain (loss) attributable to cash flow hedge | ' | -44,000 | ' | -28,000 | ' |
Fair value of debt instrument | ' | 221,000 | ' | 539,000 | ' |
Notional Amount | ' | $1,217,000 | ' | ' | ' |
Accounts Receivable [Member] | Major Customer 1 | ' | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' | ' |
Concentration of credit risk, percentage | ' | 32.00% | ' | ' | ' |
Accounts Receivable [Member] | Major Customer 2 | ' | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' | ' |
Concentration of credit risk, percentage | ' | ' | 23.00% | ' | ' |
Revenue [Member] | Major Customer 1 | ' | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' | ' |
Concentration of credit risk, percentage | ' | 42.00% | ' | ' | ' |
Revenue [Member] | Major Customer 2 | ' | ' | ' | ' | ' |
Significant Accounting Policies | ' | ' | ' | ' | ' |
Concentration of credit risk, percentage | ' | ' | 24.00% | ' | ' |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies (Schedule of Derivative Instrument) (Details) (USD $) | Sep. 30, 2014 |
Derivative [Line Items] | ' |
Notional Amount | $1,217,000 |
Matures February 1, 2015 [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | 125,000 |
Variable Rate | 3.91% |
Fixed Cost | 5.70% |
Matures August 30, 2021 [Member] | ' |
Derivative [Line Items] | ' |
Notional Amount | $1,092,104 |
Variable Rate | 3.31% |
Fixed Cost | 5.87% |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Inventory [Abstract] | ' | ' |
Finished goods | $487,740 | $395,767 |
Work in process | 222,791 | 129,627 |
Raw materials | 455,392 | 309,585 |
Inventory | $1,165,923 | $834,979 |
Investments_Details
Investments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 28, 2014 | Jan. 31, 2014 | Mar. 31, 2013 | 31-May-13 | Aug. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
DSS Technology Management [Member] | DSS Technology Management [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | VATI [Member] | |||||||
Parent [Member] | Noncontrolling Interest [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 | 11,750,000 | 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 | ' | ' | ' | ' | ' | ' | 657,119 | 438,401 | ' | ' | ' |
Aggregate preferred return | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | 10,750,000 | ' | ' | ' | ' | ' | ' |
Non-recourse notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | 250,000 | ' | ' |
Equity ownership percentage | 40.00% | ' | 40.00% | ' | ' | ' | ' | 40.00% | ' | ' | ' | 60.00% | 60.00% | ' | ' | ' |
Impairment of assets | $11,749,528 | $516,726 | $11,749,528 | $516,726 | ' | ' | ' | ' | ' | ' | ' | $11,750,000 | ' | ' | $7,050,000 | $4,700,000 |
Intangible_Assets_Narrative_De
Intangible Assets (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | 23-May-14 | Sep. 30, 2014 | |
DSS Technology Management [Member] | DSS Technology Management [Member] | |||
item | ||||
Goodwill [Line Items] | ' | ' | ' | ' |
Number of patents | ' | ' | 115 | ' |
Patent application costs | ' | ' | $1,150,000 | $66,000 |
Amortization of intangibles | $3,474,781 | $1,213,872 | ' | ' |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Other Intangible Assets) (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | |||
Other Intangible Assets | ' | ' | ||
Gross Carrying Amount | $34,535,050 | $33,318,987 | ||
Accumulated Amortization | 7,191,177 | 3,716,396 | ||
Net Carrying Amount | 27,343,873 | 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 | 1,485,047 | 1,343,819 | ||
Net Carrying Amount | 512,253 | 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 | 31,506,567 | [1] | 30,356,164 | [1] |
Accumulated Amortization | 5,301,745 | [1] | 2,042,083 | [1] |
Net Carrying Amount | 26,204,822 | [1] | 28,314,081 | [1] |
Useful Life | '6 years 1 month 6 days | ' | ||
Patent application costs [Member] | ' | ' | ||
Other Intangible Assets | ' | ' | ||
Gross Carrying Amount | 1,031,183 | [2] | 965,523 | [2] |
Accumulated Amortization | 404,385 | [2] | 330,494 | [2] |
Net Carrying Amount | $626,798 | [2] | $635,029 | [2] |
Useful Life | '8 years 2 months 12 days | ' | ||
[1] | (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 September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 6.1 years. | |||
[2] | (2) patent application costs are amortized over their expected useful life which is generally the remaining legal life of the patent. As of September 30, 2014, the weighted average remaining useful life of these assets in service was approximately 8.2 years. |
Intangible_Assets_Schedule_of_1
Intangible Assets (Schedule of Future Amortization Expense) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Intangible Assets [Abstract] | ' | ' |
Fourth quarter of 2014 | $1,173,000 | ' |
2015 | 4,603,000 | ' |
2016 | 4,403,000 | ' |
2017 | 4,384,000 | ' |
2018 | 4,248,000 | ' |
2019 | 3,975,000 | ' |
Thereafter | 4,558,000 | ' |
Total | 27,344,000 | ' |
Amortization of intangibles | $3,474,781 | $1,213,872 |
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 | 9 Months Ended | |
Jul. 26, 2011 | Sep. 30, 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% | 3.91% | ' |
Revolving credit facility, expiration date | ' | 31-May-15 | ' |
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 $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | 24-May-13 | Sep. 30, 2014 | Feb. 13, 2014 | Sep. 30, 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] | ||||
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 | 29,000 | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | 29-Dec-15 | ' | ' | 24-May-15 | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | 10.00% | ' | ' | 9.00% | 195.00% | ' | ' | ' | ' |
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 | ' | ' | 850,000 | ' | 612,000 | 633,000 | ' | ' | ' | 1,092,113 | 1,132,998 | ' |
Number of shares exchanged for warrants exercised | ' | ' | ' | ' | ' | ' | 60,000 | 40,000 | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | 26,252 | ' | ' | 26,252 | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | 25,143 | ' | ' | ' | 69,000 | 29,000 | ' | ' | ' | ' |
Short-term debt | $850,000 | ' | $824,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShortTerm_and_LongTerm_Debt_Pr
Short-Term and Long-Term Debt (Promissory Note) (Details) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Feb. 13, 2014 | 24-May-13 | 31-May-14 | Aug. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 06, 2013 | Mar. 27, 2014 | Mar. 27, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 06, 2013 | |
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] | Promissory Notes [Member] | Promissory Notes Matured in July 2019 [Member] | Promissory Notes Matured in July 2019 [Member] | Promissory Notes Matured in July 2019 [Member] | ||||
RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | First Milestone Advance [Member] | Second Milestone Advance [Member] | RBS Citizens [Member] | RBS Citizens [Member] | RBS Citizens [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for Real Estate acquired | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of equipment and building improvements | 257,764 | 321,230 | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic installments amount | ' | ' | ' | ' | ' | ' | ' | 7,658 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate additional rate above LIBOR | ' | ' | ' | ' | ' | ' | 3.15% | 3.15% | 3.31% | ' | ' | ' | ' | ' | ' | ' |
Interest rate on outstanding term loan | ' | ' | ' | ' | 4.23% | ' | ' | 5.87% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, final balloon payment | ' | ' | ' | ' | ' | ' | ' | 919,677 | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Debt instrument, carrying amount | ' | ' | 850,000 | ' | ' | ' | ' | ' | 1,092,113 | 1,132,998 | ' | ' | ' | 442,500 | 250,464 | ' |
Debt instrument, face amount | 850,000 | ' | 850,000 | ' | 1,791,000 | 850,000 | ' | ' | ' | ' | 450,000 | 900,000 | 1,350,000 | ' | ' | ' |
Carrying amount of loan convertible into note payable | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly installments | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 7,028,199 | ' | 3,087,358 | 4,071,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest, noncurrent | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other long-term liabilities | $502,828 | ' | $27,566 | $459,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ShortTerm_and_LongTerm_Debt_St
Short-Term and Long-Term Debt (Standby Term Note) (Details) (Stand-By Term Note, USD $) | 1 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | ||||
Feb. 28, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 08, 2010 | Oct. 31, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 19, 2013 | Sep. 30, 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] | ||||
item | ||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing amount | $1,500,000 | ' | ' | $450,000 | ' | ' | ' | $1,303,900 | ' | ' |
Debt instrument, monthly principal payment | ' | ' | ' | ' | 887 | ' | ' | 24,511 | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | ' | ' | ' | '60 months | ' | ' |
Credit facility, amount outstanding | ' | 125,000 | 350,000 | ' | ' | 22,184 | 30,171 | ' | 1,127,713 | 1,303,900 |
Interest rate additional rate above LIBOR | 3.75% | 3.91% | ' | ' | 3.00% | 3.16% | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | ' | 4.84% | ' | ' |
Interest rate on outstanding term loan | 5.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of monthly installments | ' | ' | ' | ' | 60 | ' | ' | ' | ' | ' |
Maturity term | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | $42,594 | ' | ' | ' | ' | ' |
Stockholders_Equity_Stock_Opti
Stockholders' Equity (Stock Options) (Details) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Jun. 16, 2014 | Sep. 30, 2014 | Jun. 29, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | 31-May-14 | 31-May-14 | Jul. 02, 2013 | Sep. 30, 2014 | Sep. 29, 2014 | Jul. 01, 2014 | Jun. 29, 2014 | |
Warrants issued to a vendor of investor relations services | Warrants issued to in conjunction with the extension of debt | Palladium Capital Advisors [Member] | Palladium Capital Advisors [Member] | Palladium Capital Advisors [Member] | Palladium Capital Advisors [Member] | Palladium Capital Advisors [Member] | ||||||
Stockholders' Equity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase price of shares of common stock sold to an institutional investor | $302,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of additional shares of common stock that can be purchased by investor under non-transferable overallotment right | 209,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price of additional common stock that can be purchased by investor under non-transferable overallotment right (in dollars per share) | $1.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum additional subscription amount for investors under non-transferable overallotment right | 335,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock sold to an institutional investor | 209,700 | ' | ' | ' | ' | ' | ' | 7,100,000 | ' | ' | ' | ' |
Purchase price (in dollars per share) | $1.44 | $5 | ' | ' | $2.16 | ' | ' | ' | $5 | ' | ' | ' |
Number of escrow shares to be retired | ' | ' | 3,038,357 | ' | ' | ' | ' | ' | ' | ' | ' | 3,038,357 |
Number of paladium capital's escrow shares to be retired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,061,643 | ' |
Shares issued in consideration of acquisition of a subsidiary, shares | ' | ' | ' | ' | ' | ' | ' | ' | 786,678 | ' | ' | ' |
Stock Held in Escrow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 |
Number of paladium capital's escrow shares to be retired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | 400,000 |
Stock options issued | ' | 1,138,697 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options issued, exercise price per share | ' | $2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of options issued | ' | 886,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility | ' | 70.40% | ' | ' | ' | 71.40% | 65.50% | ' | ' | ' | ' | ' |
Risk free interest rate | ' | 1.53% | ' | ' | ' | 1.67% | 1.57% | ' | ' | ' | ' | ' |
Dividend yield | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' |
Warrant issued, purchase price per membership unit | ' | $3.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock, shares | ' | 8,443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase common stock, warrants exercised | ' | 80,645 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares exchanged for warrants exercised | ' | ' | ' | ' | ' | 60,000 | 40,000 | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | ' | ' | $1.60 | $1.50 | ' | ' | ' | ' | ' |
Expected life in years | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' | ' | ' | ' |
Warrant vesting period | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' |
Fair value | ' | ' | ' | ' | ' | 34,000 | 27,000 | ' | ' | ' | ' | ' |
Debt instrument, carrying amount | ' | ' | ' | $850,000 | ' | ' | $850,000 | ' | ' | ' | ' | ' |
Stockholders_Equity_StockBased
Stockholders' Equity (Stock-Based Compensation) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stockholders' Equity Note [Line Items] | ' | ' | ' |
Stock based compensation | $265,000 | $1,105,395 | $1,579,641 |
Stock compensation expense, per share | ' | $0.03 | $0.06 |
Unrecognized compensation costs | 1,488,000 | 1,488,000 | ' |
Unrecognized compensation cost, recognition period | ' | '24 months | ' |
Unrecognized compensation costs, amount excluded for awards that vest upon the occurrence of certain events | 536,000 | 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 $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||
Sep. 30, 2014 | Jun. 29, 2014 | Jun. 16, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 29, 2014 | Jul. 01, 2014 | Jun. 29, 2014 | Mar. 31, 2013 | Sep. 30, 2014 | 31-May-13 | |
DSS [Member] | Lexington [Member] | Palladium Capital Advisors [Member] | Palladium Capital Advisors [Member] | Palladium Capital Advisors [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 | 42,213,654 | ' | ' | 49,411,486 | ' | 4,859,894 | ' | ' | ' | ' | ' | ' | 240,559 | ' |
Options expired/forfeited | ' | ' | ' | ' | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price | ' | ' | ' | ' | ' | $4.80 | $3 | ' | ' | ' | ' | ' | ' | ' |
Stock option, expiration date | ' | ' | ' | ' | ' | 1-Jul-18 | ' | ' | ' | ' | ' | ' | ' | ' |
Equity ownership percentage | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% |
Options outstanding | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of investment units, price per unit | $5 | ' | $1.44 | ' | $2.16 | ' | ' | $5 | ' | ' | ' | ' | $1.87 | ' |
Expected volatility | 59.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate per annum | 0.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger related costs | 1,445,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate preferred return | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' |
Number of escrow shares to be retired | ' | 3,038,357 | ' | ' | ' | ' | ' | ' | ' | ' | 3,038,357 | ' | ' | ' |
Number of paladium capital's escrow shares to be retired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,061,643 | ' | ' | ' | ' |
Number of paladium capital's escrow shares to be retired | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | 400,000 | ' | ' | ' |
Business_Combination_Schedule_
Business Combination (Schedule of Purchase Price Allocation) (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Business Acquisition [Line Items] | ' |
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 |
Total current assets | 56,829 |
Deferred tax liability, net | 11,962 |
Non-controlling interest in subsidiary | -4,300 |
Total purchase price | 40,567 |
Fair value of consideration issued | 44,867 |
Fair value of 16,317,828 shares of DSS common stock issued to DSS Technology Management shareholders [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 30,514 |
Fair value of 7,100,000 shares of DSS common stock issued to DSS Technology Management shareholders to be held in escrow for up to one year [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 901 |
Fair value of options to purchase 2,000,000 shares DSS common stock for $3.00 per share exchanged for options to purchase DSS Technology Management's common stock that were granted to DSS Technology Management's employees which relate to pre-combination services [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 141 |
Fair value of warrants to purchase up to 4,859,894 shares of DSS common stock for $4.80 per share issued to DSS Technology Management shareholders [Member] | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | 2,661 |
Fair value of warrants to purchase 3,432,170 shares of DSS common stock for $0.02 per share issued to certain DSS Technology Management shareholders | ' |
Business Acquisition [Line Items] | ' |
Fair value of consideration issued | $6,350 |
Business_Combination_Schedule_1
Business Combination (Schedule of Pro Forma Information) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Business Combination [Abstract] | ' |
Revenue | $12,327,000 |
Operating Loss | -6,188,000 |
Net Income (Loss) | ($7,192,000) |
Basic and diluted | ($0.17) |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | 22-May-14 | |
DSS Technology Management, Inc. [Member] | |||
Patent Infringements [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Consulting fees | $112,000 | $139,000 | ' |
Consulting fees, future monthly payments | $68,000 | ' | ' |
Period following petition within which a decision by the PTAB on whether or not to institute the CBM proceeding should be delivered | ' | ' | '90 days |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Supplemental Cash Flow Information [Abstract] | ' | ' |
Cash paid for interest | $255,000 | $149,000 |
Non-cash investing and financing activities: | ' | ' |
(Loss) gain from change in fair value of interest rate swap derivatives | -16,000 | 79,000 |
Equity issued for acquisition | ' | 40,567,000 |
Accrued liabilities with related parties settled with equity | 134,000 | ' |
Financing of building improvements | 200,000 | ' |
Change in non-controlling interest | -4,500,000 | ' |
Warrants issued with debt | ' | 69,000 |
Accounts payable converted to debt | ' | 153,000 |
Financing of equipment purchase | ' | 1,706,000 |
Intrinsic value of beneficial conversion feature at reacquisition | ' | 75,000 |
Escrow shares retired | $150,000 | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | $4,964,294 | $4,249,370 | $13,475,416 | $12,299,130 | ' |
Depreciation and amortization | 1,322,000 | 1,207,000 | 3,923,220 | 1,660,948 | ' |
Deferred tax benefit, net | ' | -9,205,000 | -990,093 | -9,196,014 | ' |
Stock based compensation | 265,000 | ' | 1,105,395 | 1,579,641 | ' |
Impairment of investment | 11,750,000 | ' | 11,750,000 | ' | ' |
Less: loss attributable to noncontrolling interest | 4,700,000 | ' | 4,700,000 | ' | ' |
Net income (loss) to common shareholders | -8,069,000 | 6,462,000 | -13,468,000 | 3,405,000 | ' |
Identifiable assets | 54,388,831 | 64,822,000 | 54,388,831 | 64,822,000 | 67,342,211 |
Packaging and Printing Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 3,575,000 | 2,859,000 | 9,321,000 | 8,609,000 | ' |
Depreciation and amortization | 150,000 | 151,000 | 406,000 | 454,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Stock based compensation | 18,000 | ' | 111,000 | ' | ' |
Impairment of investment | ' | ' | ' | ' | ' |
Less: loss attributable to noncontrolling interest | ' | ' | ' | ' | ' |
Net income (loss) to common shareholders | 297,000 | 27,000 | 496,000 | 145,000 | ' |
Identifiable assets | 9,519,000 | 10,133,000 | 9,519,000 | 10,133,000 | ' |
Plastics Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 914,000 | 813,000 | 2,735,000 | 2,619,000 | ' |
Depreciation and amortization | 27,000 | 43,000 | 127,000 | 134,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Stock based compensation | 10,000 | ' | 62,000 | ' | ' |
Impairment of investment | ' | ' | ' | ' | ' |
Less: loss attributable to noncontrolling interest | ' | ' | ' | ' | ' |
Net income (loss) to common shareholders | 45,000 | -30,000 | 22,000 | 9,000 | ' |
Identifiable assets | 2,083,000 | 2,039,000 | 2,083,000 | 2,039,000 | ' |
Technology Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | 475,000 | 577,000 | 1,419,000 | 1,071,000 | ' |
Depreciation and amortization | 1,145,000 | 1,012,000 | 3,389,000 | 1,071,000 | ' |
Deferred tax benefit, net | ' | ' | ' | ' | ' |
Stock based compensation | 24,000 | ' | 141,000 | ' | ' |
Impairment of investment | 11,750,000 | ' | 11,750,000 | ' | ' |
Less: loss attributable to noncontrolling interest | 4,700,000 | ' | 4,700,000 | ' | ' |
Net income (loss) to common shareholders | -7,658,000 | -1,820,000 | -10,890,000 | -2,213,000 | ' |
Identifiable assets | 41,773,000 | 51,633,000 | 41,773,000 | 51,633,000 | ' |
Corporate Segment [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenues from external customers | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | 1,000 | 1,000 | 2,000 | ' |
Deferred tax benefit, net | ' | -9,205,000 | ' | ' | ' |
Stock based compensation | 213,000 | ' | 791,000 | ' | ' |
Impairment of investment | ' | ' | ' | ' | ' |
Less: loss attributable to noncontrolling interest | ' | ' | ' | ' | ' |
Net income (loss) to common shareholders | -753,000 | 8,285,000 | -3,096,000 | 5,464,000 | ' |
Identifiable assets | $1,014,000 | $1,017,000 | $1,014,000 | $1,017,000 | ' |