XML 28 R11.htm IDEA: XBRL DOCUMENT v3.3.1.900
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
5. Goodwill and Intangible Assets

Patent Portfolio

 

The Company’s intangible assets with finite lives consist of its patents and patent rights. For all periods presented, all of the Company’s identifiable intangible assets were subject to amortization. The net carrying amounts related to acquired intangible assets as of December 31, 2015 are as follows ($ in thousands):

 

    Net Carrying Amount     Weighted average 
amortization period
(years)
 
Patent Portfolios at December 31, 2013, net   $ 64,835       6.62  
Amortization expenses     (9,831 )        
Patent Portfolios at December 31, 2014, net   $ 55,004       5.62  
Amortization expenses     (6,317 )        
Impairment loss     (38,888 )        
Patent Portfolios at December 31, 2015, net   $ 9,799       4.63  

  

The amortization expenses related to acquired intangible assets for the years ended December 31, 2015 and 2014 are as follows ($ in thousands):

 

    For the Years Ended December 31,  
Date Acquired and Description   2015     2014  
7/24/13 - Rockstar patent portfolio   $ 303     $ 470  
9/10/13 - North South patent portfolio     84       130  
12/31/13 - Rockstar patent portfolio     5,930       9,231  
    $ 6,317     $ 9,831  

 

The Company reviews its patent portfolio for impairment as a single asset group whenever events or changes in circumstances indicate that the carrying value may not be recoverable. During the second quarter of 2015, the Company determined that certain events occurred (i.e. decline in common stock price) that were indicators of a potential impairment. In accordance with ASC 360-10, the Company first estimated the future undiscounted cash flows anticipated to be generated by the patent portfolio based on the Company’s current usage and future plans for the patent portfolio over its remaining weighted average useful life. The analysis concluded that the carrying amount of the patent portfolio was not recoverable at June 30, 2015. As a result, the Company performed an analysis to determine if the carrying value of the patent portfolio exceeded its fair value. Considering that the patent portfolio is the Company’s most significant asset and is the foundation of all of its operations, the Company determined that the most appropriate measurement of fair value of the asset group was the aggregate market value of the Company’s common stock. As a result, the Company determined that the fair value of the patent portfolio at June 30, 2015 was approximately $14.6 million, which was comparable to the aggregate market capitalization of the Company as of that date. The Company recorded a $35.5 million impairment charge against its patent portfolio in the second quarter of 2015.

 

Due to the continuing decrease in the Company’s stock price, the Company’s performed an additional impairment test of intangible assets at December 31, 2015. In accordance with ASC 360-10, the Company first estimated the future undiscounted cash flows anticipated to be generated by the patent portfolio based on the Company’s current usage and future plans for the patent portfolio over its remaining weighted average useful life. The analysis concluded that the carrying amount of the patent portfolio was not recoverable at December 31, 2015. As a result, the Company performed an analysis to determine if the carrying value of the patent portfolio exceeded its fair value. Considering that the patent portfolio is the Company’s most significant asset and is the foundation of all of its operations, the Company determined that the most appropriate measurement of fair value of the asset group was the aggregate market value of the Company’s common stock. As a result, the Company determined that the fair value of the patent portfolio at December 31, 2015 was approximately $9.8 million, which was comparable to the aggregate market capitalization of the Company as of that date. The Company recorded an additional $3.4 million of impairment charge against its patent portfolio at December 31, 2015. The new cost basis of the patent portfolio of $9.8 million will be amortized over its weighted average remaining useful life of 4.63 years.

 

The future amortization of these intangible assets was based on the adjusted carrying amount. Future amortization of all patents is as follows ($ in thousands):

 

    Rockstar     North South     Rockstar        
    Portfolio     Portfolio     Portfolio        
    Acquired     Acquired     Acquired     Total  
    24-Jul-13     10-Sep-13     31-Dec-13     Amortization  
Year Ended December 31, 2016   $ 104     $ 31     $ 2,000     $ 2,135  
Year Ended December 31, 2017     104       30       1,995       2,129  
Year Ended December 31, 2018     104       30       1,995       2,129  
Year Ended December 31, 2019     104       31       1,994       2,129  
Year Ended December 31, 2020     104       31       995       1,130  
Thereafter     110       37       -       147  
Total   $ 630     $ 190     $ 8,979     $ 9,799  

 

Goodwill

 

The Company’s market capitalization is sensitive to the volatility of the Company’s stock price. During the six months ended June 30, 2015, the market price of the Common Stock decreased from $21.47 to $9.12. The decline in stock price experienced by the Company was deemed a “triggering” event requiring that goodwill be tested for impairment as of June 30, 2015.

 

The Company performed its goodwill impairment test as of June 30, 2015. The Company performed the first step of the goodwill impairment test as of June 30, 2015 in order to identify potential impairment by comparing the fair value of the reporting unit with its carrying amount, including goodwill. The fair value of the reporting unit is based upon the Company’s market capitalization on the measurement date, June 30, 2015 and also on July 15, 2015 (date of the July 2015 Financing as discussed in Note 8). The Company believes that this is the most appropriate valuation technique for determining the fair value of the reporting unit. Most importantly, the Company’s common shares are publicly traded on NASDAQ, and therefore active quoted market prices can be readily observed, and the Company has a widely distributed shareholder base which provides for a substantial amount of daily trading volume. As such, the Company believes that the quoted market price is a good representation of a fair value of one share of the Company, or a fractional interest in the Company.

 

In performing the second step of the goodwill impairment test, the Company compared the carrying value of goodwill to its implied fair value. In estimating the implied fair value of goodwill, the Company assigns the fair value of the reporting unit to all of the assets and liabilities associated with the reporting unit as if the reporting unit had been acquired in a business combination. Based on the estimated implied fair value of goodwill, the Company recorded an impairment charge of $1.7 million to reduce the carrying value of goodwill to its implied fair value, which was determined to be zero. This impairment charge is included in the impairment of goodwill and intangible assets in the consolidated statement of operations for the year ended December 31, 2015.