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Intangible Assets
12 Months Ended
Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets

Note 5. 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, 2016 are as follows ($ in thousands):

 

    Net Carrying Amount     Weighted average
amortization period
(years)
 
Patent Portfolios at December 31, 2014, net   $ 55,004       5.62  
Amortization expenses     (6,317 )        
Impairment loss     (38,888 )        
Patent Portfolios and Patent Rights at December 31, 2015, net   $ 9,799       4.63  
Amortization expenses     (2,135 )        
Impairment loss     (2,713 )        
Patent Portfolios and Patent Rights at December 31, 2016, net   $ 4,951       3.65  

 

The amortization expenses related to acquired intangible assets for the years ended December 31, 2016 and 2015 are as follows ($ in thousands):

 

    For the Years Ended December 31,  
Date Acquired and Description   2016     2015  
7/24/13 - Rockstar patent portfolio   $ 104     $ 303  
9/10/13 - North South patent portfolio     31       84  
12/31/13 - Rockstar patent portfolio     2,000       5,930  
    $ 2,135     $ 6,317  

 

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 amount 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 Company’s stock price continued to decrease during 2016. The Company’s performed an impairment test of intangible assets at December 31, 2016. 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, 2016. As a result, the Company performed an analysis to determine if the carrying amount 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, 2016 was approximately $5.0 million, which was comparable to the aggregate market capitalization of the Company as of that date. The Company recorded an additional $2.7 million of impairment charge against its patent portfolio at December 31, 2016. The new cost basis of the patent portfolio of $5.0 million will be amortized over its weighted average remaining useful life of 3.65 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, 2017     71       22       1,280       1,373  
Year Ended December 31, 2018     71       22       1,280       1,373  
Year Ended December 31, 2019     71       22       1,280       1,373  
Year Ended December 31, 2020     71       22       639       732  
Year Ended December 31, 2021     71       22       -       93  
Thereafter     4       3       -       7  
Total   $ 359     $ 113     $ 4,479     $ 4,951  

 

Equitable Agreement

 

In March 2016, the Company entered into an agreement (which was subsequently amended) with Equitable IP Corporation (“Equitable”) to facilitate the monetization of the Company’s patents (the “Monetization Agreement”). Pursuant to the Monetization Agreement, the Company has worked together with Equitable to develop and revise the Company’s ongoing litigation plan. Under the Monetization Agreement, Equitable is obligated to use its best, commercially reasonable efforts to monetize the Company’s patents. To that end, Equitable has filed ten currently pending litigations. The Company will share net monetization revenue derived from all monetization activity equally with Equitable. To facilitate the litigation plan, approximately 186 of over 330 of the Company’s patents and applications have been assigned to Equitable, which will pay all maintenance and prosecution fees going forward. No assigned patents may be transferred by Equitable to a third party without the Company’s consent. In the event that all terms of the Monetization Agreement are met by December 2017, the Company will further assign approximately 140 additional patents and applications to Equitable for monetization. The Company has retained a grant-back license to practice all transferred patents.

 

The Company concluded that the Monetization Agreement did not constitute a sale of the patents. The Company’s retention of the right to use the patents, the requirement for the Company’s consent to any sale, and the significant economic benefits the Company retained with respect to the litigation, licensing, and sale proceeds, did not meet the sale of patent criteria. The Monetization Agreement has been treated as an agreement to outsource its licensing activities to an outside servicer, for contingent fees based on the success of the servicer’s efforts. As such, the Company will not remove the patents from its consolidated balance sheet, and will record its share of litigation, licensing, and sales proceeds, if any, when those proceeds are received, or when due if the other revenue recognition criteria are met under ASC 605, Revenue Recognition.