Network-1(NTIP) - 2022 Q4 - Annual Report

Part I Business The company's principal business is developing and licensing intellectual property, with future revenue dependent on monetizing its diverse patent assets - The company's primary business model revolves around the development, licensing, and protection of its intellectual property assets[11] Key Patent Portfolios | Portfolio | Technology Focus | | :--- | :--- | | Cox Patent Portfolio | Identifying media content on the Internet | | M2M/IoT Patent Portfolio | Embedded SIM technology for IoT and mobile devices | | HFT Patent Portfolio | High-frequency trading technologies addressing speed and latency | | Mirror Worlds Patent Portfolio | Unified search, indexing, and archiving of computer documents | | Remote Power Patent | Power over Ethernet (PoE) for network devices | - The company has historically been dependent on its Remote Power Patent for a significant portion of revenue, which expired on March 7, 2020. Future revenue is now largely dependent on monetizing other patent assets[16] - The company has invested $7,000,000 in ILiAD Biotechnologies, a clinical-stage biotech company, and owned approximately 6.8% of its outstanding units as of December 31, 2022[14][52] Financial Position as of December 31, 2022 | Metric | Amount | | :--- | :--- | | Cash and cash equivalents | $48,439,000 | | Working capital | $47,359,000 | Risk Factors The company faces substantial risks from uncertain patent litigation outcomes, the expiration of its key revenue-generating patent, and investment volatility - Revenue is uncertain as it is generally dependent upon the unpredictable outcomes of patent litigation[63] - The company was heavily dependent on its Remote Power Patent, which expired in March 2020, and may not be able to generate significant future revenue from its other patents[66] - The $7,000,000 investment in ILiAD, a privately held clinical-stage biotechnology company, remains subject to substantial risks despite recording gains in 2022[65] - The company could be classified as a Personal Holding Company (PHC) in the future, which would result in a 20% tax on its undistributed PHC income[72] - As of March 10, 2023, executive officers and directors beneficially owned 30.8% of the outstanding common stock, which may allow them to exercise substantial control over stockholder decisions[87] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[98] Properties The company leases approximately 2,000 square feet for its principal executive offices in New Canaan, Connecticut, with the lease expiring April 30, 2025 - The company leases its principal executive offices in New Canaan, Connecticut. The lease for approximately 2,000 square feet expires on April 30, 2025, with a base rent of $5,500 per month[99] Legal Proceedings Network-1 is actively engaged in multiple patent infringement litigations, including ongoing cases against Google, YouTube, and Meta, plus new litigations for its expired Remote Power Patent - The company has ongoing litigation against Google Inc. and YouTube, LLC for infringement of patents within its Cox Patent Portfolio related to YouTube's Content ID system[100][101] - The company is appealing a District Court's summary judgment of non-infringement in its case against Meta Platforms, Inc. (Facebook) involving patents from the Mirror Worlds Patent Portfolio[102][105] - In October and November 2022, the company initiated nine separate litigations against ten defendants for infringement of its Remote Power Patent for damages prior to its expiration. Settlements with four defendants resulted in aggregate payments of $537,300 and a conditional payment of $150,000[106][107] - A lawsuit is pending against Netgear for an alleged breach of a Settlement and License Agreement concerning royalty payments for PoE products[108] Mine Safety Disclosures This item is not applicable to the company - None[109] Part II Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NYSE American, maintains a $0.10 annual dividend, and actively repurchased shares in 2022, with 2,300,000 shares available for future issuance - The company's common stock trades on the NYSE American exchange under the symbol "NTIP"[111] - The company has a dividend policy of paying semi-annual cash dividends of $0.05 per share, totaling $0.10 per share annually[112] 2022 Share Repurchase Activity | Metric | Value | | :--- | :--- | | Shares Repurchased | 228,530 | | Total Cost (ex-commissions) | $531,000 | | Average Price Per Share | $2.33 | - As of December 31, 2022, there were 2,300,000 shares available for future issuance under the company's 2022 Stock Incentive Plan[120][121][122] Management's Discussion and Analysis of Financial Condition and Results of Operations The company reported no revenue and a net loss in FY2022, a significant decline from 2021, with financial results highly volatile and strong liquidity Financial Performance Comparison (2022 vs. 2021) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | $0 | $36,029,000 | | Operating (Loss) Income | ($3,903,000) | $19,586,000 | | Net (Loss) Income | ($2,326,000) | $14,281,000 | | (Loss) Income Per Share (basic) | ($0.10) | $0.59 | - The company recorded a gain of $3,883,000 on its equity method investment in ILiAD and a $271,000 gain on the conversion of its ILiAD convertible note in 2022[129][146][147] - Working capital decreased by $8.3 million to $47.4 million at December 31, 2022, primarily due to the operating loss, income tax payments, and cash dividends[154] - Net cash used in operating activities was $5.4 million in 2022, compared to net cash provided by operating activities of $19.5 million in 2021, mainly due to the lack of revenue in 2022[156] Quantitative and Qualitative Disclosures About Market Risk This item is not applicable to the company - Not applicable[167] Financial Statements and Supplementary Data This section refers to the consolidated financial statements and notes, which are located on pages F-1 through F-23 of the report - The consolidated financial statements are located on pages F-1 through F-23[168] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[169] Controls and Procedures The CEO and CFO concluded that the company's disclosure controls and internal controls over financial reporting were effective as of December 31, 2022, with no material changes - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period[170] - Management concluded that the company's internal controls over financial reporting were effective as of December 31, 2022[175] Other Information The company reports no other information for this item - None[176] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not Applicable[178] Part III Directors, Executive Officers and Corporate Governance The section provides biographical details for the company's directors and executive officers, outlining the Board's structure with four standing committees and three independent members Key Executive Officers | Name | Position | | :--- | :--- | | Corey M. Horowitz | Chairman, Chief Executive Officer | | Jonathan E. Greene | Executive Vice President, Secretary | | Robert M. Mahan | Chief Financial Officer | - The Board of Directors has four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Strategic Development[191] - Three of the five directors (Emanuel Pearlman, Allison Hoffman, and Niv Harizman) are considered independent under NYSE American standards[191][228] Executive Compensation Chairman and CEO Corey M. Horowitz's 2022 total compensation was approximately $1.92 million, including salary, bonus, and stock awards, with non-management directors receiving cash fees and 15,000 RSUs Summary Compensation Table - Corey M. Horowitz (Chairman and CEO) | Year | Salary | Bonus | Stock Awards | Total Compensation | | :--- | :--- | :--- | :--- | :--- | | 2022 | $535,000 | $175,000 | $1,102,940 | $1,922,615 | | 2021 | $535,000 | $1,976,000 | $0 | $2,549,500 | - The CEO's employment agreement includes incentive compensation equal to 5% of gross royalties from the Remote Power Patent and a 10% net interest in royalties from other patents[205] - In 2022, non-management directors received an annual cash fee of $40,000, plus committee fees, and were granted 15,000 RSUs[213] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters As of March 10, 2023, executive officers and directors as a group beneficially owned 30.8% of common stock, with Chairman and CEO Corey M. Horowitz holding 28.4% Beneficial Ownership as of March 10, 2023 | Owner | Percentage Owned | | :--- | :--- | | All officers and directors as a group | 30.8% | | Corey M. Horowitz | 28.4% | | Steven D. Heinemann | 8.6% | | Goose Hill Capital LLC | 6.2% | Certain Relationships and Related Transactions, and Director Independence In 2022, the company repurchased 41,500 shares from director Allison Hoffman for $100,430, with the Audit Committee reviewing such transactions, and three of five directors confirmed as independent - On June 1, 2022, the company repurchased 41,500 shares of its common stock from director Allison Hoffman for an aggregate price of $100,430[226] - The Audit Committee is responsible for reviewing and approving related-person transactions[227] - Three of the five company directors are considered independent[228] Principal Accountant Fees and Services For FY2022, the company incurred total audit fees of $152,032 and tax fees of $33,591, with all services pre-approved by the Audit Committee Accountant Fees for FY 2022 | Fee Type | Amount | | :--- | :--- | | Audit Fees | $152,032 | | Tax Fees | $33,591 | - All audit and permissible non-audit services were pre-approved by the Audit Committee[231] Part IV Exhibits and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed as part of the Form 10-K report, including corporate documents and SEC certifications - This section provides a list of all financial statements and exhibits included with or incorporated by reference into the Form 10-K filing[358][361] Financial Statements Consolidated Financial Statements The audited consolidated financial statements for 2022 and 2021 reflect a significant downturn, with a $2.3 million net loss in 2022 on zero revenue, decreased assets and equity, and a shift to cash used in operations Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $13,448 | $44,497 | | Total Assets | $57,969 | $64,821 | | Total Liabilities | $2,860 | $4,662 | | Total Stockholders' Equity | $55,109 | $60,159 | Consolidated Statement of Operations Highlights (in thousands) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Revenue | $0 | $36,029 | | Operating (Loss) Income | ($3,903) | $19,586 | | Net (Loss) Income | ($2,326) | $14,281 | Consolidated Statement of Cash Flows Highlights (in thousands) | Account | 2022 | 2021 | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | ($5,436) | $19,499 | | Net Cash (Used in) Provided by Investing Activities | ($22,271) | $2,994 | | Net Cash Used in Financing Activities | ($3,342) | ($3,501) |