UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
| (Mark One) |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to__________ |
Commission
File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company |
||
| Emerging growth company |
||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐
The number of shares of the registrant’s common stock, $ par value per share, outstanding as of August 10, 2021 was .
| -1- |
NETWORK-1 TECHNOLOGIES, INC.
Form 10-Q Index
| Page No. | ||||
| PART I. | Financial Information | |||
| Item 1. | Condensed Consolidated Financial Statements (unaudited) | |||
| Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020 | 4 | |||
| Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020 | 5 | |||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020 | 6 | |||
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 | 7 | |||
| Notes to Unaudited Condensed Consolidated Financial Statements | 8 | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 | ||
| Item 4. | Controls and Procedures | 28 | ||
| PART II. | Other Information | |||
| Item 1. | Legal Proceedings | 29 | ||
| Item 1A. | Risk Factors | 29 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | ||
| Item 3. | Defaults Upon Senior Securities | 30 | ||
| Item 4. | Other Information | 31 | ||
| Item 5. | Exhibits | 31 | ||
| Signatures | 32 |
| -2- |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include any expectation of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results; statements related to future performance and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Factors that could cause or contribute to such differences include various risks and uncertainties described below and elsewhere in this Quarterly Report on Form 10-Q as well as in our Quarterly Report on Form 10-Q for the three months ended March 31, 2021 (filed with the SEC on May 17, 2021) and our Annual Report on Form 10-K for the year ended December 31, 2020 (filed with the SEC on March 31, 2021). Furthermore, such forward-looking statements speak only as of the date of this report. Such risks and uncertainties include, but are not limited to, the following:
| • | our uncertain revenue stream; |
| • | uncertainty of the outcome of our pending litigations; |
| • | our ability to achieve future revenue from our Cox patent portfolio, Mirror Worlds patent portfolio and M2M/IoT patent portfolio; |
| • | our ability to protect our patents; |
| • | our ability to execute our strategy to acquire or make investments in high quality patents with significant licensing opportunities; |
| • | our ability to enter into strategic relationships with third parties to license or otherwise monetize their intellectual property; |
| • | our ability to achieve a return on our investment in ILiAD Biotechnologies, LLC; |
| • | uncertainty as to whether cash dividends will continue to be paid; |
| • | the risk that we may be determined to be a personal holding company in 2021 which may result in our issuing a special cash dividend to our stockholders to the extent we have undistributed personal holding company income resulting in less cash available for our operations and strategic transactions; |
| • | the impact of Covid-19 causing delays in our legal proceedings; and |
| • | legislative, regulatory and competitive developments. |
| -3- |
Item 1. Condensed Consolidated Financial Statements
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
June 30, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities, at fair value | ||||||||
| Royalty receivables | ||||||||
| Other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| OTHER ASSETS: | ||||||||
| Deferred tax assets, net | ||||||||
| Patents, net of accumulated amortization | ||||||||
| Equity investment | ||||||||
| Convertible note investment | ||||||||
| Security deposits | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Income taxes payable | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued contingency fees and related costs | ||||||||
| Accrued payroll | ||||||||
| Other accrued expenses | ||||||||
| Total Current Liabilities | ||||||||
| LONG TERM LIABILITIES: | ||||||||
| Deferred tax liability | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred
stock, $ par value, authorized shares; issued and outstanding at June 30,2021 and December 31,2020 | ||||||||
| Common
stock, $ par value; authorized shares; and shares issued and outstanding at June 30,2021 and December 31,2020,respectively | ||||||||
Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -4- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Costs of revenue | ||||||||||||||||
| Professional fees and related costs | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Amortization of patents | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| TOTAL OPERATING EXPENSES | ||||||||||||||||
| OPERATING INCOME (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||
| OTHER INCOME: | ||||||||||||||||
| Interest and dividend income, net | ||||||||||||||||
| Net realized and unrealized gain (loss) on marketable securities | ( | ) | ||||||||||||||
| Total other income, net | ||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET LOSSES OF EQUITY METHOD INVESTEE | ( | ) | ( | ) | ( | ) | ||||||||||
| INCOME TAXES PROVISION (BENEFIT): | ||||||||||||||||
| Current | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred taxes, net | ( | ) | ||||||||||||||
| Total income taxes provision (benefit) | ( | ) | ||||||||||||||
| INCOME (LOSS) BEFORE SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE: | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| SHARE OF NET LOSSES OF EQUITY METHOD INVESTEE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net Income (Loss) Per Share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Cash dividends declared per share | $ | $ | ||||||||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| Net unrealized holding gain (loss) on corporate bonds and notes during the period, net of tax | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -5- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)
THREE AND SIX MONTHS ENDED JUNE 30, 2021
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Paid-in | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Equity | |||||||||||||||||||
Balance – December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Dividends and dividend equivalents declared | — | ( | ) | ( | ) | |||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||||||
| Net other comprehensive gain | — | |||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Balance – March 31, 2021 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||||||
| Treasury shares purchased and retired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
THREE AND SIX MONTHS ENDED JUNE 30, 2020
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Paid-in | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income (Loss) | Equity | |||||||||||||||||||
Balance – December 31, 2019 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
| Dividends and dividend equivalents declared | — | ( | ) | ( | ) | |||||||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||||||
| Cashless exercise of stock options | ||||||||||||||||||||||||
| Shares delivered to fund stock option exercises | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Treasury stock purchased and retired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net other comprehensive loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – March 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||||||
| Vesting of restricted stock units | ||||||||||||||||||||||||
| Treasury stock purchased and retired | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Net other comprehensive income | — | |||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance – June 30, 2020 | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -6- |
NETWORK-1 TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile income (loss) to net cash | ||||||||
| used in operating activities: | ||||||||
| Amortization of patents | ||||||||
| Stock-based compensation | ||||||||
| Loss from equity method investment | ||||||||
| Unrealized gain on marketable securities | ( | ) | ( | ) | ||||
| Amortization of right of use asset | ||||||||
| Deferred tax expense | ||||||||
| Changes in operating asset and liabilities: | ||||||||
| Royalty receivables | ||||||||
| Other current assets | ||||||||
| Income taxes payable | ||||||||
| Security deposit | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Operating lease obligations | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Sales of marketable securities | ||||||||
| Purchases of marketable securities | ( | ) | ( | ) | ||||
| Development of patents | ( | ) | ( | ) | ||||
| Convertible note investment | ( | ) | ||||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Cash dividends paid | ( | ) | ( | ) | ||||
| Repurchases of common stock, inclusive of commissions | ( | ) | ( | ) | ||||
| NET CASH USED IN FINANCING ACTIVITIES: | ( | ) | ( | ) | ||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH FINANCING ACTIVITY | ||||||||
| Accrued dividend rights on restricted stock units | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| -7- |
NETWORK-1 TECHNOLOGIES, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE A – BASIS OF PRESENTATION AND NATURE OF BUSINESS
[1] BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements are unaudited, but, in the opinion of the management of Network-1 Technologies, Inc. (the “Company”), contain all adjustments consisting only of normal recurring items which the Company considers necessary for the fair presentation of the Company’s financial position as of June 30, 2021, and the results of its operations and comprehensive income (loss) for the three and six month periods ended June 30, 2021 and June 30, 2020, changes in stockholders’ equity for the three and six month periods ended June 30, 2021 and June 30, 2020, and its cash flows for the six month period ended June 30, 2021 and June 30, 2020. The unaudited condensed consolidated financial statements included herein have been prepared in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP may have been omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2021. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results of operations to be expected for the full year.
The accompanying unaudited condensed consolidated financial statements include accounts of the Company and its wholly-owned subsidiary, Mirror Worlds Technologies, LLC.
[2] BUSINESS
The Company is engaged in the development, licensing and protection of its intellectual property assets. The Company presently owns eighty-seven (87) patents including (i) the remote power patent (the “Remote Power Patent”) covering the delivery of power over Ethernet (PoE) cables for the purpose of remotely powering network devices, such as wireless access ports, IP phones and network based cameras; (ii) the Mirror Worlds patent portfolio (the “Mirror Worlds Patent Portfolio”) relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system; (iii) the Cox patent portfolio (the “Cox Patent Portfolio”) relating to enabling technology for identifying media content on the Internet and taking further actions to be performed based on such identification; and (iv) the M2M/IoT patent portfolio (the “M2M/IoT Patent Portfolio”) relating to, among other things, enabling technology for authenticating, provisioning and using embedded sim cards in next generation IoT, Machine-to-Machine, and other mobile devices, including smartphones, tablets and computers.
| -8- |
NOTE A – BASIS OF PRESENTATION AND NATURE OF BUSINESS (continued)
Until
March 7, 2020, when the Remote Power Patent expired, the Company had been actively engaged in licensing its Remote Power
Patent (U.S. Patent No. 6,218,930). As a result of the expiration of the Remote Power Patent, the Company no longer receives
licensing revenue for its Remote Power Patent for any period subsequent to the expiration date (March 7, 2020). However,
subsequent to the expiration date of the Remote Power Patent, the Company has received and may continue to receive licensing
revenue from certain licensees for periods prior to March 7, 2020. On March 30, 2021, the Company entered into an amendment
(the “Amendment”) to the Settlement and License Agreement, dated May 25, 2011, between the Company and Cisco (the
“Agreement”). Pursuant to the Amendment, Cisco paid $
The Company’s current strategy includes continuing to pursue licensing opportunities for its intellectual property assets. In addition, the Company continually reviews opportunities to acquire or license additional intellectual property as well as other strategic alternatives. The Company’s patent acquisition and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as the Company has achieved with respect to its Remote Power Patent and Mirror Worlds Patent Portfolio. In addition, the Company may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property.
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| [1] | Use of Estimates and Assumptions |
The preparation of the unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. The significant estimates and assumptions made in the preparation of the Company’s unaudited condensed consolidated financial statements include revenue recognition, income taxes, valuation of patents and equity method investments, including evaluation of the Company’s basis difference. Actual results could be materially different from those estimates, upon which the carrying values were based.
| [2] | Cash and Cash Equivalents |
The
Company maintains cash deposits in high quality financial institutions insured by the Federal Deposit Insurance Corporation
(“FDIC”). Accounts at each institution are insured by the FDIC up to $
The Company considers all highly liquid short-term investments, including certificates of deposit and money market funds, that are purchased with an original maturity of three months or less to be cash equivalents.
| -9- |
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
| [3] | Marketable Securities |
The Company’s marketable securities are comprised of certificates of deposit with original maturity greater than three months from date of purchase, fixed income mutual funds, and corporate bonds and notes. The Company’s marketable securities are measured at fair value and are accounted for in accordance with ASU 2016-01. Unrealized holding gains and losses on certificates of deposit and fixed income mutual funds are recorded in net realized and unrealized gain (loss) from investments on the unaudited condensed consolidated statements of operations and comprehensive loss. Unrealized holding gains and losses, net of the related tax effect, on corporate bonds and notes are excluded from earnings and are reported as a separate component of stockholders’ equity until realized. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of the marketable securities.
| [4] | Revenue Recognition |
Under ASC 606, revenue is recognized when the Company completes the licensing of its intellectual property to its licensees, in an amount that reflects the consideration the Company expects to be entitled to in exchange for licensing its intellectual property.
The Company determines revenue recognition through the following steps:
| • | identification of the license agreement; |
| • | identification of the performance obligations in the license agreement; |
| • | determination of the consideration for the license; |
| • | allocation of the transaction price to the performance obligations in the contract; and |
| • | recognition of revenue when the Company satisfies its performance obligations. |
All of the Company’s revenue for the six months ended June 30, 2021 was as a result of resolution of a contractual dispute with a licensee to pay royalties to the Company pursuant to a royalty bearing license for the Remote Power Patent for the period beginning in the fourth quarter of 2017 through March 7, 2020 (when the Remote Power Patent expired) (see Note I[2] hereof).
The Company relies on royalty reports received from third party licensees to record its revenue. From time to time, the Company may audit or otherwise dispute royalties reported from licensees. Any adjusted royalty revenue as a result of such audits or dispute is recorded by the Company in the period in which such adjustment is agreed to by the Company and the licensee or otherwise determined.
Revenue from the Company’s patent licensing business is generated from negotiated license agreements. The timing and amount of revenue recognized from each licensee depends upon a variety of factors, including the terms of each agreement and the nature of the obligations of the parties. These agreements may include, but not be limited to, elements related to past infringement liabilities, non-refundable upfront license fees, and ongoing royalties on licensed products sold by the licensee. Generally, in the event of settlement of litigation related to the Company’s assertion of patent infringement involving its intellectual property, defendants will either pay (i) a non-refundable lump sum payment for a non-exclusive fully-paid license (a “Fully-Paid License”), or (ii) a non-refundable lump sum payment (license initiation fee) together with an ongoing obligation to pay quarterly or monthly royalties to the Company for the life of the licensed patent (a “Royalty Bearing License”).
| -10- |
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company’s license agreements, both Fully-Paid Licenses and Royalty Bearing Licenses, typically include some combination of the following: (i) the grant of a non-exclusive license to manufacture and/or sell products covered by its patented technologies; (ii) the release of the licensee from certain claims, and (iii) the dismissal of any pending litigation. The intellectual property rights granted pursuant to these licenses typically extend until the expiration of the related patents. Pursuant to the terms of these agreements, the Company typically has no further performance obligations with respect to the grant of the non-exclusive licenses. Generally, the license agreements provide for the grant of the licenses, releases, and other obligations following execution of the agreement and the receipt of the up-front lump sum payment for a Fully-Paid License or a license initiation fee for a Royalty Bearing License.
The Company recognizes revenue from their Royalty Bearing Licenses in a manner consistent with the legal form of the arrangement, and in accordance with the royalty recognition constraint that applies to licenses of IP for which some or all of the consideration is in the form of sales or usage based royalty. Consequently, the Company recognizes revenue at the later of when (1) the subsequent sale occurs or (2) the performance obligation to which some or all of the sales based royalty has been satisfied.
Non-Refundable Up-Front Fees: Fully-Paid Licenses provide for a non-refundable up-front payment, for which the Company has no future obligations or performance requirements, revenue is generally recognized when the Company has obtained the signed license agreement, all performance obligations have been substantially performed, amounts are fixed and determinable, and collectability is reasonably assured. Revenue from Fully-Paid Licenses may consist of one or more installments. The timing and amount of revenue recognized from each licensee depends upon a number of factors including the specific terms of each agreement and the nature of the deliverables and obligations.
| [5] | Equity Method Investments |
Equity method investments are equity securities in entities the Company does not control but over which it has the ability to exercise significant influence. These investments are accounted for under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures (see Note J hereof). Equity method investments are measured at cost minus impairment, if any, plus or minus the Company’s share of an investee’s income or loss. The Company’s proportionate share of the income or loss from equity method investments is recognized on a one-quarter lag. When the Company’s carrying value in an equity method investment is reduced to zero, no further losses are recorded in the Company’s financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Upon sale of equity method investments, the difference between sales proceeds and the carrying amount of the equity investment is recognized in profit or loss.
| [6] | Costs of Revenue |
The Company includes in costs of revenue contingent legal fees payable to patent litigation counsel (see Note G[1] hereof), any other contractual payments to third parties related to net proceeds from settlements (see Note G[2] hereof) and incentive bonus compensation payable to its Chairman and Chief Executive Officer (see Note H[1] hereof).
| -11- |
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
| [7] | Income Taxes |
The Company accounts for income taxes in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes (ASC 740), which requires the Company to use the assets and liability method of accounting for income taxes. Under the assets and liability method, deferred income taxes are recognized for the tax consequences of temporary (timing) differences by applying enacted statutory tax rates applicable to future years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, the effect on deferred income taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized.
ASC 740-10, Accounting for Uncertainty in Income Taxes, defines uncertainty in income taxes and the evaluation of a tax position as a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. The Company had no uncertain tax positions as of June 30, 2021.
U.S. federal, state and local income tax returns prior to 2017 are not subject to examination by any applicable tax authorities, except that tax authorities could challenge returns (only under certain circumstances) for earlier years to the extent they generated loss carry-forwards that are available for those future years.
The
personal holding company (“PHC”) rules under the Internal Revenue Code impose a 20% tax on a PHC’s undistributed personal
holding company income (“UPHCI”), which means, in general, taxable income subject to certain adjustments. For a corporation
to be classified as a PHC, it must satisfy two tests: (1) that more than 50% in value of its outstanding shares must be owned directly
or indirectly by five or fewer individuals at any time during the second half of the year (after applying constructive ownership rules
to attribute stock owned by entities to their beneficial owners and among certain family members and other related parties) (the “Ownership
Test”) and (2) at least 60% of its adjusted ordinary gross income for a taxable year consists of dividends, interest, royalties,
annuities and rents (the “Income Test”). Based on net income of $
| -12- |
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
| [8] | New Accounting Standards |
Income Taxes
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. The ASU removes certain exceptions for performing intra-period allocation and calculating income taxes in interim periods. It also simplifies the accounting for income taxes by requiring recognition of franchise tax partially based on income as an income-based tax, requiring reflection of enacted changes in tax laws in the interim period and making improvements for income taxes related to employee stock ownership plans. ASU 2019-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.
Equity Securities
In January 2020, the FASB issued ASU 2020-01, Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The ASU amends and clarifies certain interactions between the guidance under Topic 321, Topic 323 and Topic 815, by reducing diversity in practice and increasing comparability of the accounting for these interactions. The amendments in the ASU should be applied on a prospective basis. The ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.
Codification Improvements
In October 2020, the FASB issued ASU 2020-10, Codification Improvements. The amendments in Section B of this Update improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section. Section C of this Update contains Codification improvements that vary in nature. The amendments in this Update should be applied retrospectively. This Update is effective for annual periods beginning after December 15, 2020. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.
NOTE C – PATENTS
The Company’s intangible assets at June 30, 2021 include patents with estimated remaining economic useful lives ranging from 0.25 to 12.25 years. For all periods presented, all of the Company’s patents were subject to amortization. The gross carrying amounts and accumulated amortization related to acquired intangible assets as of June 30, 2021 and December 31, 2020 were as follows:
| June 30, 2021 | December 31, 2020 | |||||||
| Gross carrying amount – patents | $ | $ | ||||||
| Accumulated amortization – patents | ( | ) | ( | ) | ||||
| Patents, net | $ | $ | ||||||
| -13- |
NOTE C – PATENTS (continued)
Amortization expense for the three months ended June 30, 2021 and 2020 was $73,000 and $72,000, respectively. Amortization expense for the six months ended June 30, 2021 and 2020 was $147,000 and $144,000, respectively. Future amortization of intangible assets, net is as follows:
| Twelve Months Ended June 30, | ||||||||
| 2022 | $ | |||||||
| 2023 | ||||||||
| 2024 | ||||||||
| 2025 | ||||||||
| 2026 and thereafter | ||||||||
| Total | $ | |||||||
The
Company’s Remote Power Patent expired on
Restricted Stock Units
The
2013 Stock Incentive Plan (“2013 Plan”) provides for the grant of any or all of the following types of awards: (a) stock
options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted
stock units. Awards under the 2013 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments
as provided, the 2013 Plan provides for an aggregate of
| Number of Shares | Weighted-Average Grant Date Fair Value | |||||||
| Balance of restricted stock units outstanding at December 31, 2020 | $ | |||||||
| Grants of restricted stock units | ||||||||
| Vested restricted stock units | ( | ) | ( | ) | ||||
| Balance of unvested restricted stock units at June 30, 2021 | $ | |||||||
| -14- |
NOTE D – STOCK-BASED COMPENSATION (continued)
Restricted stock unit compensation expense was $ and $ for the three months ended June 30, 2021 and 2020, respectively. Restricted stock unit compensation expense was $ and $ for the six months ended June 30, 2021 and June 30, 2020.
The Company has an aggregate of $ of unrecognized restricted stock unit compensation as of June 30, 2021 to be expensed over a weighted average period of years.
All
of the Company’s outstanding (unvested) restricted stock units have dividend equivalent rights. As of June 30, 2021, there was
$
Basic earnings (loss) per share is calculated by dividing the net loss by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share data includes the dilutive effects of options, warrants and restricted stock units. Potentially dilutive shares of and at June 30, 2021 and 2020, respectively, consisted of options and restricted stock units.
Six Months Ended | Three Months Ended | |||||||||||||||
2021 | 2020 | 2021 | 2020 | |||||||||||||
| Weighted-average common shares outstanding – basic | ||||||||||||||||
| Dilutive effect of options, warrants and restricted stock units | ||||||||||||||||
| Weighted-average common shares outstanding – diluted | ||||||||||||||||
| Options and restricted stock units excluded from the computation of diluted loss per share because the effect of inclusion would have been anti-dilutive | ||||||||||||||||
| -15- |
NOTE F – MARKETABLE SECURITIES
Marketable securities as of June 30, 2021 and December 31, 2020 were composed of:
| June 30, 2021 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Fixed income mutual funds | $ | $ | $ | — | $ | |||||||||||
| Corporate bonds and notes | — | ( | ) | |||||||||||||
| Total marketable securities | $ | $ | $ | ( | ) | $ | ||||||||||
| December 31, 2020 | ||||||||||||||||
Cost Basis | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||
| Certificates of deposit | $ | $ | $ | — | $ | |||||||||||
| Fixed income mutual funds | — | |||||||||||||||
| Corporate bonds and notes | ( | ) | ||||||||||||||
| Total marketable securities | $ | $ | $ | ( | ) | $ | ||||||||||
NOTE G – COMMITMENTS AND CONTINGENCIES
[1] Legal Fees
Russ,
August & Kabat provides legal services to the Company with respect to its patent litigation filed in May 2017 against Facebook, Inc.
in the U.S. District Court for the Southern District of New York relating to several patents within the Company’s Mirror Worlds
Patent Portfolio (see Note I[4] hereof). The terms of the Company’s agreement with Russ, August & Kabat provide for
Russ,
August & Kabat also provides legal services to the Company with respect to its pending patent litigations filed in April 2014 and
December 2014 against Google Inc. and YouTube, LLC in the U.S. District Court for the Southern District of New York relating to certain
patents within the Company’s Cox Patent Portfolio (see Note I[3] hereof). The terms of the Company’s agreement with
Russ, August & Kabat provide for
Dovel
& Luner, LLP provides legal services to the Company with respect to its patent litigation filed in September 2011 against sixteen
(16) data networking equipment manufacturers in the U.S. District Court for the Eastern District of Texas, Tyler (see Note I[1] hereof).
The terms of the Company’s agreement with Dovel & Luner LLP essentially provide for
| -16- |
NOTE G – COMMITMENTS AND CONTINGENCIES (continued)
Dovel
& Luner, LLP also provided legal services to the Company with respect to the litigation settled in July 2010 against Cisco and several
other major data networking equipment manufacturers (see Note I[2] hereof). The terms of the Company’s agreement with Dovel &
Luner, LLP with respect to this litigation provided for
[2] Patent Acquisitions
In
connection with the Company’s acquisition of its Cox Patent Portfolio, the Company is obligated to pay Dr. Cox
As
part of the
acquisition
of the Mirror Worlds Patent Portfolio, the Company also
entered
into an
agreement
with Recognition
Interface, LLC (“Recognition”) pursuant
to which Recognition received
from the Company an
interest
in the
net proceeds
realized
from the monetization
of the Mirror Worlds Patent
Portfolio,
as follows:
(i)
In
connection with the Company’s acquisition of its M2M/IoT Patent Portfolio, the Company is obligated to pay M2M
NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS
[1]
On July 14, 2016, the Company entered into an employment agreement (“Agreement”) with its Chairman and Chief Executive
Officer pursuant to which he continues to serve the Company in such positions for a five year term, at an annual base salary of $
| -17- |
NOTE H - EMPLOYMENT ARRANGEMENTS AND OTHER AGREEMENTS (continued)
Under
the terms of the Agreement, so long as the Chairman and Chief Executive Officer continues to serve as an executive officer of
the Company, whether pursuant to the Agreement or otherwise, the Chairman and Chief Executive Officer shall also receive
incentive compensation in an amount equal to
[2]
The Company’s Chief Financial Officer serves on an at-will basis at an annual base salary of $
[3]
The Company’s Executive Vice President serves on an at-will basis at an annual base salary of $
NOTE I – LEGAL PROCEEDINGS
[1] In September 2011, the Company initiated patent litigation against sixteen (16) data networking equipment manufacturers (and affiliated entities) in the U.S. District Court for the Eastern District of Texas, Tyler Division, for infringement of its Remote Power Patent. Named as defendants in the lawsuit, excluding affiliated parties, were Alcatel-Lucent USA, Inc., Allied Telesis, Inc., Avaya Inc., AXIS Communications Inc., Dell, Inc., GarrettCom, Inc., Hewlett-Packard Company, Huawei Technologies USA, Juniper Networks, Inc., Motorola Solutions, Inc., NEC Corporation, Polycom Inc., Samsung Electronics Co., Ltd., ShoreTel, Inc., Sony Electronics, Inc., and Transition Networks, Inc. As of January 2018, the Company reached settlements with fifteen (15) of the sixteen (16) defendants with Hewlett-Packard Company (“HP”) being the sole remaining defendant.
On November 13, 2017, a jury empaneled in the U.S. District Court for the Eastern District of Texas, Tyler Division, found that certain claims of the Company’s Remote Power Patent were invalid and not infringed by HP. On February 2, 2018, the Company moved to throw out the jury verdict and have the Court determine that certain claims of the Remote Power Patent are not obvious (invalid) as a matter of law by filing motions for judgment as a matter of law on validity and a new trial on validity and infringement. On August 29, 2018, the District Court issued an order granting the Company’s motion for judgment as a matter of law that the Remote Power Patent is valid, thereby overturning the jury verdict of invalidity and denied the Company’s motion for a new trial on infringement. On August 30, 2018, the Company appealed the District Court’s denial of its motion for a new trial on infringement to the U.S. Court of Appeals for the Federal Circuit. On September 13, 2018, HP filed a cross-appeal of the District Court’s order that the Remote Power Patent is valid as a matter of law. On September 24, 2020, the U.S. Court of Appeals for the Federal Circuit overturned the judgment of non-infringement of the U.S. District Court of the Eastern District of Texas. The Federal Circuit also vacated the District Court judgment of validity of the Remote Power Patent. The Federal Circuit has remanded the case to the District Court for a new trial on infringement against HP and
| -18- |
NOTE I – LEGAL PROCEEDINGS (CONTINUED)
further
proceedings on validity. On May 7, 2021, the U.S. District Court for the Eastern District of Texas, Tyler Division, granted the Company’s
motion for new trial and denied the Company’s request for judgment as a matter of law on validity. On July 26, 2021, the Company
entered into a settlement agreement with Hewlett-Packard pursuant to which Hewlett-Packard has agreed to pay the Company $
[2]
In accordance with the Settlement and License Agreement, dated May 25, 2011, between the Company and Cisco (the “Agreement”),
Cisco became obligated to pay the Company royalties (which began in the first quarter of 2011) based on its sales of PoE products up
to maximum royalty payments per year of $
[3]
On April 4, 2014 and December 3, 2014,
| -19- |
NOTE I – LEGAL PROCEEDINGS (CONTINUED)
[4]
On May 9, 2017, Mirror Worlds Technologies, LLC,
[5] On December 15, 2020, the Company filed a lawsuit against Netgear in the Supreme Court of the State of New York, County of New York, for breach of a Settlement and License Agreement, dated May 22, 2009, with the Company for failure to make royalty payments, and provide corresponding royalty reports, to the Company based on sales of Netgear’s PoE products.
[6] On January 7, 2021, the Company filed a lawsuit against Plantronics, Inc., the successor entity to Polycom, Inc., in the Supreme Court of the State of California, County of Santa Clara, for breach of a Settlement and License Agreement, dated September 29, 2016, with the Company for the failure of Plantronics and Polycom to make royalty payments, and provide corresponding royalty reports, to the Company based on sales of PoE products.
NOTE J – INVESTMENT
During
the period December 2018 through March 2021, the Company made an aggregate investment of $
On
March 12, 2021, the Company invested an additional $
| -20- |
NOTE J – INVESTMENT (continued)
noteholders will also have the option to have the Notes repaid except in a Qualified Offering or a stock-for-stock merger.
For
the three months ended June 30, 2021, the Company recorded a net loss from its equity investment in ILiAD totaling $
The
difference between the Company’s share of equity in ILiAD’s net assets and the equity investment carrying value reported
on the Company’s unaudited condensed consolidated balance sheet at June 30, 2021 is due to an excess amount paid over
the book value of the equity investment totaling approximately $
On
June 8, 2021, the Board of Directors authorized an extension and increase of the Company’s share repurchase program (the
“Share Repurchase Program”) to repurchase up to $ of common stock over the subsequent 24 month period. The
common stock may be repurchased from time to time in open market transactions or privately negotiated transactions in the Company’s
discretion. The timing and amount of the shares repurchased is determined by management based on its evaluation of market conditions
and other factors. The Share Repurchase Program may be increased, suspended or discontinued at any time. Since inception of the
Share Repurchase Program through June 30, 2021, the Company has repurchased an aggregate of shares of its common stock
at an aggregate cost of $
NOTE L – CONCENTRATIONS
The
Company had
NOTE M – RELATED PARTY TRANSACTION
On
May 27, 2021, the Company repurchased from a director of the Company shares of its common stock at a purchase price of $ per
share or aggregate consideration of $
NOTE N – DIVIDEND POLICY
The
Company’s dividend policy consists of semi-annual cash dividends of $ per share ($0.10 per share annually) which are anticipated
to be paid in March and September of each year. On February 23, 2021, the Company’s Board of Directors declared a semi-annual cash
dividend of $ per share with a payment date of
| -21- |
NOTE O – SUBSEQUENT EVENTS
On
July 26, 2021, the Company agreed to settle its patent litigation against Hewlett-Packard Company and Hewlett-Packard Enterprise Company
(collectively, “HP”) pending in the U.S. District Court for the Eastern District of Texas, Tyler Division, for infringement
of Network-1’s Remote Power Patent. Under the terms of the settlement agreement, Hewlett-Packard Enterprise Company has agreed
to pay the Company $
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Our principal business is the development, licensing and protection of our intellectual property assets. We presently own eighty-seven (87) patents including: (i) our remote power patent (“Remote Power Patent”) covering the delivery of power over Ethernet (PoE) cables for the purpose of remotely powering network devices, such as wireless access ports, IP phones and network based cameras; (ii) our Mirror Worlds patent portfolio (the “Mirror Worlds Patent Portfolio”) relating to foundational technologies that enable unified search and indexing, displaying and archiving of documents in a computer system; (iii) our Cox patent portfolio (the “Cox Patent Portfolio”) relating to enabling technology for identifying media content on the Internet and taking further action to be performed after such identification; (iv) our M2M/IoT patent portfolio (the “M2M/IoT Patent Portfolio”) relating to, among other things, enabling technology for authenticating, provisioning and using embedded sim cards in next generation IoT, Machine-to-Machine, and other mobile devices, including smartphones, tablets and computers. In addition, we continually review opportunities to acquire or license additional intellectual property as well as other strategic alternatives.
Until March 7, 2020, when the Remote Power Patent expired, we had been actively engaged in the licensing of our Remote Power Patent (U.S. Patent No. 6,218,930) which generated licensing revenue in excess of $170,000,000 from May 2007 through June 30, 2021. As of March 7, 2020, we had twenty-seven (27) license agreements with respect to our Remote Power Patent which, among others, included license agreements with Cisco, Dell Inc., Extreme Networks, Inc., Netgear, Microsemi Corporation, Motorola Solutions, Inc., NEC Corporation, Samsung Electronics Co., Ltd, Huawei Technologies Co., Ltd., ShoreTel, Inc., Juniper Networks, Inc., Polycom, Inc. and Avaya, Inc. As a result of the expiration of our Remote Power Patent, we no longer receive licensing revenue for our Remote Power Patent that accrues for any period subsequent to the expiration date (March 7, 2020).
However, subsequent to the expiration date of our Remote Power Patent, we received and may continue to receive licensing revenue from certain licensees of our Remote Patent for periods prior to March 7, 2020. As a result of the decision of the U.S. Court of Appeals for the Federal Circuit on September 24, 2020 to overturn the District Court’s judgment of non-infringement that resulted from our trial with Hewlett-Packard involving our Remote Power Patent, we believed that Cisco, the largest licensee of our Remote Power Patent, was obligated to pay us significant royalties that accrued but were not paid beginning in the fourth quarter of 2017 through the expiration of our Remote Power Patent. On March 30, 2021, we entered into an amendment (the “Amendment”) to the Settlement and License Agreement, dated May 25, 2011, between us and Cisco (the “Agreement”). Pursuant to the Amendment, Cisco paid $18,692,000 to us to resolve a
| -22- |
dispute relating to Cisco’s contractual obligation to pay us royalties under the Agreement for the period beginning in the fourth quarter of 2017 through March 7, 2020 (when the Remote Power Patent expired) with respect to licensing the Remote Power Patent (see Note I[2] to our consolidated financial statements included in this Quarterly Report). We also believe that Netgear, another licensee of our Remote Power Patent, is obligated to pay us royalties that accrued but were not paid for the same period. We have commenced litigation against Netgear (see I[5] to our consolidated financial statements included herein). In addition, on July 26, 2021, we entered into a settlement agreement with Hewlett-Packard pursuant to which Hewlett-Packard has agreed to pay us $17,000,000 in full settlement of a patent litigation (see Note O hereof).
Our current strategy includes continuing our licensing efforts with respect to our intellectual property assets. In addition, we continue to seek to acquire additional intellectual property assets to develop, commercialize, license or otherwise monetize. Our strategy includes working with inventors and patent owners to assist in the development and monetization of their patented technologies. We may also enter into strategic relationships with third parties to develop, commercialize, license or otherwise monetize their intellectual property. Our patent acquisition and development strategy is to focus on acquiring high quality patents which management believes have the potential to generate significant licensing opportunities as we have achieved with respect to our Remote Power Patent and Mirror Worlds Patent Portfolio.
We have been dependent upon our Remote Power Patent for a significant portion of our revenue. We had revenue of $18,692,000 for the six months ended June 30, 2021 from one licensee of our Remote Power Patent. Revenue for the years ended December 31, 2020, 2019 and 2018 from license agreements for our Remote Power Patent constituted $4,403,000 (100% of our revenue), $3,037,000 (100% of our revenue) and $15,785,000 (71% of our revenue), respectively. As a result of the expiration of our Remote Power Patent on March 7, 2020, we no longer receive licensing revenue for our Remote Power Patent for any period subsequent to the expiration date. Except for the uncertain revenue from our Remote Power Patent for periods prior to its expiration date from Netgear and Plantronics (successor to Polycom) (see Notes I[5] and I[6] to our unaudited condensed consolidated financial statements included herein), our future revenue will be entirely dependent on our ability to monetize our Mirror Worlds, Cox and M2M/IoT patent portfolios as well as any new patents we may acquire.
Our annual and quarterly operating and financial results may fluctuate significantly from period to period as a result of a variety of factors that are outside our control, including the timing and our ability to achieve successful outcomes of patent litigation, our ability and timing of consummating future license agreements for our intellectual property, and whether we will achieve a return on our investment in ILiAD Biotechnologies, LLC (“ILiAD”) and the timing of any such distributions.
At June 30, 2021, our principal sources of liquidity consisted of cash and cash equivalents and, marketable securities of $53,775,000 and working capital of $51,611,000. Based on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future. Based on our cash position, we continually review opportunities to acquire additional intellectual property as well as evaluate other strategic opportunities.
We currently have pending patent infringement litigations involving certain patents within our Cox Patent Portfolio and Mirror Worlds Patent Portfolio (see Notes I[3] and I[4] to our unaudited condensed consolidated financial statements included herein). Patent litigation is inherently risky and the outcome is uncertain.
| -23- |
In 2021 and future years we could be classified as a Personal Holding Company. If this is the case, we would be subject to a 20% tax on the amount of any PHC Income for such year that we do not distribute to our shareholders. If we are determined to be a Personal Holding Company in 2021 and in 2021 we have undistributed personal holding company income (which generally means taxable income subject to certain adjustments), we may issue a special dividend to our shareholders rather than incur the 20% tax (see Note B[7] to our consolidated financial statements included in this Quarterly Report).
During the period December 2018 through June 2021, we made an aggregate investment of $6,000,000 in ILiAD, a clinical stage biotechnology company with an exclusive license to fifty-four (54) patents (see Note J to our unaudited condensed consolidated financial statements included herein). Our investment in ILiAD involves significant risk.
As to the impact of the global COVID-19 pandemic on us, COVID-19 has and continues to cause some delays in the courts including the scheduling of trial dates, which could adversely affect the timing of our consummation of future license agreements.
On June 9, 2020, our Board of Directors approved the continuation of our dividend policy consisting of semi-annual cash dividends of $0.05 per share ($0.10 per share annually) which are anticipated to be paid in March and September of each year. On February 23, 2021, our Board of Directors declared a semi-annual cash dividend of $0.05 per share with a payment date of March 31, 2021 to all common shareholders of record as of March 16, 2021. Our dividend policy undergoes a periodic review by our Board of Directors and is subject to change at any time depending upon our financial requirements, earnings and other factors existing at the time (see Note N to our unaudited condensed consolidated financial statements included herein).
RESULTS OF OPERATIONS
Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020
Revenue. We had no revenue for the three months ended June 30, 2021 as compared to revenue of $55,000 for the three months ended June 30, 2020.
Operating Expenses. Operating expenses for the three months ended June 30, 2021 were $901,000 as compared to $760,000 for the three months ended June 30, 2020. We had costs of revenue of $-0- and $20,000 for the three months ended June 30, 2021 and 2020 respectively. Included in the costs of revenue for the three months ended June 30, 2020 were contingent legal fees of $18,000 and $2,000 of incentive bonus compensation payable to our Chairman and Chief Executive Officer pursuant to his employment agreement (see Note H[1] to our unaudited condensed consolidated financial statements included herein).
General and administrative expenses were $461,000 for the three months ended June 30, 2021 as compared to $459,000 for the three months ended June 30, 2020. Amortization of patents was $73,000 for three months ended June 30, 2021 as compared to $72,000 for the three months ended June 30, 2020. Stock-based compensation expense related to the issuance of restricted stock units was $59,000 for the three months ended June 30, 2021 as compared to $85,000 for the three months ended June 30, 2020. Professional fees and related costs were $308,000 for the three months ended June 30, 2021 as compared to $124,000 for the three months ended June 30, 2020 primarily as a result of increased patent litigation costs of $184,000.
Operating Loss. We had an operating loss of $901,000 for the three months ended June 30, 2021 compared with an operating loss of $705,000 for the three months ended June 30, 2020. The increased operating loss of $196,000 for the three months ended June 30, 2021 was primarily due to increased patent litigation costs.
| -24- |
Interest and Dividend Income. Interest and dividend income for the three months ended June 30, 2021 decreased $52,000 from $120,000 for the three months ended June 30, 2020 to $68,000 for the three months ended June 30, 2021 primarily as a result of a change in the mix of our short term fixed income investments and cash equivalents.
Income Taxes. For the three months ended June 30, 2021, we had a current tax benefit for federal, state and local income taxes of $180,000 and a deferred tax benefit of $52,000. We had no deferred tax for federal, state and local income taxes as a result of a full allowance for the deferred tax asset and no current tax benefit for federal, state and local taxes for the three months ended June 30, 2020.
Share of Net Losses of Equity Method Investee. We incurred a net loss of $231,000 during the three month period ended June 30, 2021 related to our equity share in ILiAD Biotechnologies as compared to a net loss of $205,000 for the three months ended June 30, 2020 (see Note J to our unaudited condensed consolidated financial statements included herein).
Net Loss. As a result of the foregoing, we realized net loss of $783,000 or $0.03 per share basic and diluted for the three months ended June 30, 2021 compared with a net loss of $584,000 or $0.02 per share basic and diluted for the three months ended June 30, 2020. The increased net loss of $199,000 for the six months ended June 30, 2021 was primarily due to increased patent litigation costs of $184,000.
Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020
Revenue. We had revenue of $18,692,000 for the six months ended June 30, 2021 as compared to revenue of $216,000 for the six months ended June 30, 2020. The increase in revenue of $18,476,000 for the six months ended June 30, 2021 was due to revenue of $18,692,000 from our resolution of a contractual dispute with Cisco concerning licensing of our Remote Power Patent (see Note I[2] to our unaudited condensed consolidated financial statements included herein).
Operating Expenses. Operating expenses for the six months ended June 30, 2021 were $7,322,000 as compared to $1,821,000 for the six months ended June 30, 2020. We had costs of revenue of $5,420,000 and $52,000 for the six months ended June 30, 2021 and 2020, respectively. Included in the costs of revenue for the six months ended June 30, 2021 were contingent legal fees of $4,485,000 and $935,000 of incentive bonus compensation payable to our Chairman and Chief Executive Officer pursuant to his employment agreement (see Note H[1] to our unaudited condensed consolidated financial statements included herein). Included in the costs of revenue for the six months ended June 30, 2020 were contingent legal fees of $42,000 and $10,000 of incentive bonus compensation payable to our Chairman and Chief Executive Officer pursuant to his employment agreement.
General and administrative expenses were $974,000 for the six months ended June 30, 2021 as compared to $945,000 for the six months ended June 30, 2020. Amortization of patents was $147,000 for six months ended June 30, 2021 as compared to $144,000 for the six months ended June 30, 2020. Stock-based compensation expense related to the issuance of restricted stock units was $118,000 for the six months ended June 30, 2021 as compared to $157,000 for the three months ended June 30, 2020. Professional fees and related costs were $663,000 for the six months ended June 30, 2021 as compared to $523,000 for the six months ended June 30, 2020 primarily as a result of increased patent litigation costs of $140,000.
Operating Income (Loss). We had operating income of $11,370,000 for the six months ended June 30, 2021 compared with an operating loss of $1,605,000 for the six months ended June 30, 2020. The increased operating income of $12,975,000 for the six months ended June 30, 2021 was primarily due to revenue of $18,692,000 from the resolution of our contractual dispute with Cisco.
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Interest and Dividend Income. Interest and dividend income for the six months ended June 30, 2021 decreased $180,000 from $298,000 for the six months ended June 30, 2020 to $118,000 for the six months ended June 30, 2021 primarily as a result of a change in the mix of our short term fix income investments and cash equivalents.
Income Taxes. For the six months ended June 30, 2021, we had a current tax expense for federal, state and local income taxes of $710,000 and a deferred tax expense of $1,672,000. For the six months ended June 30, 2020, we had no deferred tax for federal, state and local income taxes as a result of a full allowance for the deferred tax asset and no current tax benefit for federal, state and local taxes.
Share of Net Losses of Equity Method Investee. We incurred a net loss of $446,000 during the six month period ended June 30, 2021 related to our equity share in ILiAD Biotechnologies as compared to a net loss of $498,000 for the six months ended June 30, 2020 (see Note J to our unaudited condensed consolidated financial statements included herein).
Net Income (Loss). As a result of the foregoing, we realized net income of $8,668,000 or $0.36 per share basic and $0.35 diluted for the six months ended June 30, 2021 compared with a net loss of $1,921,000 or $(0.08) per share basic and diluted for the six months ended June 30, 2020. The increased net income of $10,589,000 for the six months ended June 30, 2021 was primarily due to $18,692,000 of revenue from the resolution of our contractual dispute with Cisco during the six months ended June 30, 2021 (see Note I[2] to our unaudited condensed consolidated financial statements included herein).
LIQUIDITY AND CAPITAL RESOURCES
We have financed our operations primarily from revenue from licensing our patents. At June 30, 2021, our principal sources of liquidity consisted of cash and cash equivalents and marketable securities of $53,775,000 and working capital of $51,611,000. Based on our current cash position, we believe that we will have sufficient cash to fund our operations for the foreseeable future.
Working capital increased by $8,652,000 at June 30, 2021 to $51,611,000 as compared to working capital of $42,959,000 at December 31, 2020. The increase in working capital of $8,652,000 for the six months ended June 30, 2021 was primarily due to net income of $8,668,000 during the period.
Net cash provided by (used in) operating activities for the six months ended June 30, 2021 increased by $13,343,000 from ($2,073,000) for the six months ended June 30, 2020 to $11,270,000 for the six months ended June 30, 2021 primarily due to revenue of $18,692,000 from resolution of our contractual dispute with Cisco during the six months ended June 30, 2021.
Net cash provided by investing activities during the three months ended June 30, 2021 was $3,612,000 as compared to $1,921,000 for the six months ended June 30, 2020 primarily as a result of the differential of purchases and sales of marketable securities and partially offset by our $1,000,000 convertible note investment in ILiAD Biotechnologies (see Note J to our unaudited condensed consolidated financial statements included herein).
Net cash used in financing activities for the six months ended June 30, 2021 and 2020 was $1,337,000 and $1,463,000, respectively. The change of $126,000 primarily resulted from $130,800 of repurchases of our common stock for the six months ended June 30, 2021 compared to $252,000 of repurchases of our common stock for the six month period ended June 30, 2020.
We maintain our cash in money market funds, certificates of deposit and short-term fixed income securities. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.
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OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
CONTRACTUAL OBLIGATIONS
We do not have any long-term debt, capital lease obligations, purchase obligations or other long-term liabilities.
CRITICAL ACCOUNTING POLICIES
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our financial statements included in this Quarterly Report on Form 10-Q 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 periods. The significant estimates and assumptions made in the preparation of our unaudited condensed consolidated financial statements include revenue recognition, contingent legal fees and related expenses, income taxes, valuation of patents and equity method investments, including the evaluation of the Company’s basis difference. Actual results could be materially different from those estimates, upon which the carrying values were based. See also Note B to our unaudited condensed consolidated financial statements included in this quarterly report.
We believe our most critical accounting policies to be the following:
Revenue Recognition
Under ASC 606, revenue is recognized when we complete the licensing of our intellectual property to our licensees, in an amount that reflects the consideration we expect to be entitled to in exchange for licensing our intellectual property. Revenue from our patent licensing business is generated from negotiated license agreements. The timing and amount of revenue recognized from each licensee depends upon a variety of factors, including the terms of each agreement and the nature of the obligations of the parties. These agreements may include, but not be limited to, elements related to past infringement liabilities, non-refundable upfront license fees, and ongoing royalties on licensed products sold by the licensee. Generally, in the event of settlement of litigation related to our assertion of patent infringement involving our intellectual property, defendants will either pay (i) a non-refundable lump sum payment for a non-exclusive fully-paid license (a “Fully-Paid License”), or (ii) a non-refundable lump sum payment (license initiation fee) together with an ongoing obligation to pay quarterly or monthly royalties to us for the life of the licensed patent (a “Royalty Bearing License”).
We recognize revenue from our Royalty Bearing Licenses in a manner consistent with the legal form of the arrangement, and in accordance with the royalty recognition constraint that applies to licenses of IP for which some or all of the consideration is in the form of sales or usage based royalty. Consequently, we recognize revenue at the later of when (1) the subsequent sale occurs or (2) the performance obligation to which some or all of the sales based royalty has been satisfied.
Fully-Paid Licenses provide for a non-refundable up-front payment, for which we have no future obligations or performance requirements, revenue is generally recognized when we have obtained the signed license agreement, all performance obligations have been substantially performed, amounts are fixed and determinable, and collectability is reasonably assured. Revenue from Fully-Paid Licenses may consist of one or more installments. The timing and amount of revenue recognized from each licensee depends upon a number of factors including the specific terms of each agreement and the nature of the deliverables and obligations.
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Costs of Revenue and Related Costs
We include in costs of revenue for the six months ended June 30, 2021 and 2020 contingent legal fees payable to patent litigation counsel, any other contractual payments to third parties related to net proceeds from settlements (see Note G[2] hereof) and incentive bonus compensation payable to its Chairman and Chief Executive Officer.
We do not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our consolidated financial position, statements of operations and cash flows (see Note B to our unaudited condensed financial statements included herein).
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon this review, these officers concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in applicable rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of our legal proceedings see Note I to our unaudited condensed consolidated financial statements included in this Quarterly Report and Item 1. Legal Proceedings of our Annual Report on Form 10-K for the year ended December 31, 2020.
During the three months ended June 30, 2021, the following material events occurred with respect to certain of our legal proceedings:
Plantronics Litigation
On January 7, 2021, we filed a lawsuit against Plantronics, Inc., the successor entity to Polycom, Inc., in the Supreme Court of the State of California, County of Santa Clara, for breach of a Settlement and License Agreement, dated September 29, 2016, with us for the failure of Plantronics and Polycom to make royalty payments, and provide corresponding royalty reports, to us based on sales of PoE products.
Remote Power Patent
On May 7, 2021, with respect to our patent litigation with Hewlett Packard, the U.S. District Court for the Eastern District of Texas, Tyler Division, granted our motion for a new trial and denied our request for judgment as a matter of law on validity.
On July 26, 2021, we agreed to settle our patent litigation against Hewlett-Packard Company and Hewlett-Packard Enterprise Company (collectively, “HP”) pending in the U.S. District Court for the Eastern District of Texas, Tyler Division, for infringement of our Remote Power Patent. Under the terms of the settlement agreement, Hewlett-Packard Enterprise Company has agreed to pay us $17,000,000 in full settlement of the litigation and HP will receive a fully paid license and release to the Remote Power Patent for its full term (which expired on March 7, 2020), which applies to sales of Power over Ethernet ("PoE") products by HP and its wholly owned subsidiary Aruba Networks, LLC.
ITEM 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and trading price of our common stock. Investors should carefully consider the risks described in this Quarterly Report on Form 10-Q for the three months ended June 30, 2021, and our Annual Report on Form 10-K for the year ended December 31, 2020 (pages 13-22), filed with the SEC on March 31, 2021 as well as the risk disclosed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2021 (page 30).
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Issuances of Unregistered Securities
There were no such issuances during the three months ended June 30, 2021.
Stock Repurchases
On August 22, 2011, we established a share repurchase program (“Share Repurchase Program”). On June 8, 2021, our Board of Directors authorized an extension and increase of the Share Repurchase Program to repurchase up to $5,000,000 of shares of our common stock over the
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subsequent 24 month period. The common stock may be repurchased from time to time in open market transactions or privately negotiated transactions in our discretion. The timing and amount of the shares repurchased is determined by management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be increased, suspended or discontinued at any time. Since inception of the Share Repurchase Program in August 2011 through June 30, 2021, we have repurchased an aggregate of 8,645,659 shares of our common stock at an aggregate cost of $16,286,805 (exclusive of commissions) or an average per share price of $1.88. During the three months ended June 30, 2021, we did not repurchase any of our shares of common stock except for the repurchase of 40,000 shares from one of our directors. At June 30, 2021, the remaining dollar value of shares that may be repurchased under the Share Repurchase Program was $4,869,200.
During the months of April, May and June 2021, we purchased common stock pursuant to our Share Repurchase Program as indicated below:
Period |
Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
| April 1 to April 30, 2021 | — | — | — | $5,000,000 |
| May 1 to May 31, 2021 | 40,000(2) | 3.27 | 40,000 | $4,869,200 |
| June 1 to June 30, 2021 | — | — | — | $4,869,200 |
| Total | 40,000 | 3.27 | 40,000 |
| (1) | Gives retroactive effect to the extension of our Share Repurchase Program on June 8, 2021 to repurchase up to $5,000,000 of shares of our common stock over the subsequent 24 month period. |
| (2) | Represents 40,000 shares of our common stock repurchased from a director by us in a privately negotiated transaction on May 27, 2021 at a price of $3.27 per share or an aggregate purchase price of $130,800. |
ITEM 3. Defaults Upon Senior Securities
None.
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ITEM 4. Other Information
None.
ITEM 5. Exhibits
(a) Exhibits
| 31.1 | Controls and Procedure Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Controls and Procedure Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
| 101 | Interactive data files:** |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Scheme Document |
| 101.CAL | XBRL Calculation Linkbase Document |
| 101.DEF | XBRL Definition Linkbase Document |
| 101.LAB | XBRL Label Linkbase Document |
| 101.PRE | XBRL Presentation Linkbase Document |
_____________________________
* Filed herewith
** Furnished herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NETWORK-1 TECHNOLOGIES, INC. | ||
| ||
| Date: August 12, 2021 | By: | /s/ Corey M. Horowitz |
| Corey M. Horowitz Chairman and Chief Executive Officer |
||
| ||
| Date: August 12, 2021 | By: | /s/ David C. Kahn |
| David C. Kahn Chief Financial Officer |
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