Joint Venture and Related Party Transactions

12 Months Ended

Dec. 31, 2015

Joint Venture and Related Party Transactions

(11) Joint Venture and Related Party Transactions

In June 2009, the Company entered into two joint venture agreements with Nielsen to launch two new companies: TVaura LLC (in which Digimarc holds a 51% ownership interest) and TVaura Mobile LLC (in which Digimarc holds a 49% ownership interest). The two joint venture agreements and a revised patent license agreement expanded and replaced the previous license and services agreement between the Company and Nielsen that had been in operation since late 2007. Under the joint venture agreements, the Company and Nielsen agreed to work together to develop new products and services, including the expansion and deployment of those products and services that were in development under the prior agreement.

Under the terms of the revised patent license agreement, Nielsen agreed to pay Digimarc $18,750 during the period from July 2009 through January 2014, and Digimarc granted to Nielsen a non-exclusive license to Digimarc’s patents for use within Nielsen’s business. The term of the license continues until the expiration of the last patent under the license. The payment terms extended beyond the Company’s normal 30 to 60 day payment terms, thus the license revenue was recognized when the installments were due.

In March 2012, Digimarc and Nielsen decided to reduce investments in their two joint ventures to minimal levels while assessing alternative approaches to achieving each of their goals in the emerging market opportunity of synchronized second screen television.

In October 2015, Digimarc and Nielsen reactivated the TVaura Mobile LLC joint venture to develop solutions for programmers and advertisers to engage with consumers on second screens and otherwise provide enhanced flexibility to brand strategies targeting modern consumers. The enhanced cooperation represents another building block in developing the market for Digimarc Discover and Digimarc Barcode. Neither Digimarc nor Nielsen has contributed any capital to the joint venture since reactivation.

As of December 31, 2016, both Digimarc and Nielsen continued to assess the market opportunities of the TVaura LLC joint venture.

The Company’s investment in each joint venture was $0 as of December 31, 2016 and 2015.

Pursuant to the terms of the agreements and ASC 810 “Consolidation,” the joint ventures are not consolidated with the Company because the minority member of each joint venture has substantive participating rights, or veto rights, such that no member has majority control.

Related Party Transactions

Summarized financial information for TVaura LLC has not been provided as the disclosures are immaterial to the Company’s filing given the operations of the joint venture were suspended during the last three fiscal years. The joint venture had no revenue or expenses for the years ended December 31, 2016, 2015 and 2014, and there were no assets or liabilities as of December 31, 2016 and 2015.

Summarized financial data for TVaura Mobile LLC:

	December 31,		December 31,
	2016		2015
Current assets	$	40	$	45
Noncurrent assets	$	—	$	—
Current liabilities	$	11	$	10
Noncurrent liabilities	$	—	$	—

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2016			2015			2014
Revenue	$	—		$	—		$	—
Gross profit	$	—		$	—		$	—
Operating expenses	$	5		$	5		$	5
Net loss from continuing operations	$	(5	)	$	(5	)	$	(5	)
The Company's pro-rata share—net loss	$	—		$	—		$	—
The Company's loss on investment	$	—		$	—		$	—