Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 07, 2022 | Jun. 30, 2021 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-34261 | ||
Entity Registrant Name | EVOLVING SYSTEMS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-1010843 | ||
Entity Address, Address Line One | 9800 Pyramid Court | ||
Entity Address, Address Line Two | Suite 400 | ||
Entity Address, City or Town | Englewood | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | 303 | ||
Local Phone Number | 802-1000 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | EVOL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 17,570,711 | ||
Entity Common Stock, Shares Outstanding | 12,333,184 | ||
Entity Central Index Key | 0001052054 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Amendment Flag | false | ||
Auditor Name | Marcum LLP | ||
Auditor Firm ID | 688 | ||
Auditor Location | Philadelphia, PA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 39,445 | $ 241 |
Prepaid and other current assets | 106 | 219 |
Current assets of discontinued operations | 13,447 | |
Total current assets | 39,551 | 13,907 |
Property and equipment, net | 4 | 5 |
Deferred income taxes, net | 500 | |
Non-current assets of discontinued operations | 4,664 | |
Total assets | 39,555 | 19,076 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,252 | 579 |
Income taxes payable | 575 | 459 |
Current liabilities of discontinued operations | 7,416 | |
Total current liabilities | 1,827 | 8,454 |
Long-term liabilities: | ||
Term loans, net of current portion | 319 | |
Non-current liabilities of discontinued operations | 613 | |
Total liabilities | 1,827 | 9,386 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value; 40,000,000 shares authorized; 12,437,073 shares issued and 12,258,184 shares outstanding as of December 31, 2021 and 12,374,798 shares issued and 12,195,909 shares outstanding as of December 31, 2020 | 12 | 12 |
Additional paid-in capital | 100,024 | 99,776 |
Treasury stock, 178,889 shares as of December 31, 2021 and December 31, 2020, at cost | (1,253) | (1,253) |
Accumulated other comprehensive loss | (10,345) | |
Accumulated deficit | (61,055) | (78,500) |
Total stockholders' equity | 37,728 | 9,690 |
Total liabilities and stockholders' equity | $ 39,555 | $ 19,076 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 12,437,073 | 12,374,798 |
Common stock, shares outstanding | 12,258,184 | 12,195,909 |
Treasury stock, shares | 178,889 | 178,889 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING EXPENSES | ||
General and administrative | $ 3,427 | $ 2,851 |
Depreciation | 3 | 3 |
Total operating expenses | 3,430 | 2,854 |
Loss from operations | (3,430) | (2,854) |
Other (expense) income | ||
Interest expense | (2) | (79) |
Other income, net | 11 | |
Other (expense) income, net | (2) | (68) |
Loss from continuing operations before income taxes | (3,432) | (2,922) |
Income tax expense | 0 | 0 |
Net loss from continuing operations | (3,432) | (2,922) |
Discontinued operations (Note 2) | ||
Income from discontinued operations before income taxes | 3,537 | 4,393 |
Gain on sale of discontinued operations | 20,840 | |
Income tax expense from discontinued operations | 3,500 | 828 |
Net income from discontinued operations | 20,877 | 3,565 |
Net income | $ 17,445 | $ 643 |
Basic loss per common share from continuing operations | $ (0.28) | $ (0.24) |
Basic earnings per common share from discontinued operations | 1.70 | 0.29 |
Diluted loss per common share from continuing operations | (0.28) | (0.24) |
Diluted earnings per common share from discontinued operations | $ 1.70 | $ 0.29 |
Weighted average basic shares outstanding | 12,245 | 12,187 |
Weighted average diluted shares outstanding | 12,258 | 12,271 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 17,445 | $ 643 |
Other comprehensive income/(loss) | ||
Foreign currency translation loss | (23) | (292) |
Reclassification of foreign currency translation adjustment into earnings as a result of discontinued operations | 10,368 | |
Comprehensive income | $ 27,790 | $ 351 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 12 | $ 99,555 | $ (1,253) | $ (10,053) | $ (79,143) | $ 9,118 |
Balance, shares at Dec. 31, 2019 | 12,163,834 | |||||
Restricted stock vested, shares | 32,075 | |||||
Stock-based compensation expense | 221 | 221 | ||||
Net income | 643 | 643 | ||||
Foreign currency translation loss | (292) | (292) | ||||
Balance at Dec. 31, 2020 | $ 12 | 99,776 | (1,253) | (10,345) | (78,500) | $ 9,690 |
Balance, shares at Dec. 31, 2020 | 12,195,909 | 12,195,909 | ||||
Restricted stock vested, shares | 62,275 | |||||
Stock-based compensation expense | 248 | $ 248 | ||||
Net income | 17,445 | 17,445 | ||||
Foreign currency translation loss | (23) | (23) | ||||
Net reclassification of foreign currency translation adjustment from sale of foreign subsidiaries pursuant to the Purchase Agreements | $ 10,368 | 10,368 | ||||
Balance at Dec. 31, 2021 | $ 12 | $ 100,024 | $ (1,253) | $ (61,055) | $ 37,728 | |
Balance, shares at Dec. 31, 2021 | 12,258,184 | 12,258,184 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 17,445 | $ 643 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 398 | 216 |
Amortization of intangible assets | 941 | 940 |
Amortization of debt issuance costs | 6 | |
Amortization of operating leases - right of use assets | 365 | 272 |
Stock-based compensation expense | 248 | 221 |
Foreign currency transaction income, net | (197) | (77) |
Bad debt expense, net of recoveries | 88 | (92) |
Benefit for deferred income taxes | 542 | (56) |
Gain from sale of business | (20,840) | |
Gain on PPP Loan forgiveness | (319) | |
Change in operating assets and liabilities: | ||
Contract receivables | (165) | 1,286 |
Unbilled work-in-progress | 371 | (2,095) |
Prepaid and other assets | 206 | (195) |
Accounts payable and accrued liabilities | (191) | 337 |
Income tax receivable | 270 | 683 |
Income tax payable | 2,094 | |
Unearned revenue | 956 | (391) |
Lease obligations - operating leases | (366) | (270) |
Net cash (used in) provided by operating activities | 1,846 | 1,428 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (387) | (268) |
Proceeds on sale of property and equipment | 2 | |
Proceeds from sale of business, net of cash transferred | 35,191 | |
Net cash provided by (used in) investing activities | 34,804 | (266) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on notes payable | (142) | (1,370) |
Proceeds from loan | 319 | |
Net cash used in financing activities | (142) | (1,051) |
Effect of exchange rate changes on cash and cash equivalents | 174 | (424) |
Net increase (decrease) in cash and cash equivalents | 36,682 | (313) |
Cash and cash equivalents at beginning of year | 2,763 | 3,076 |
Cash and cash equivalents at end of year | 39,445 | 2,763 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest paid | 10 | 66 |
Income taxes paid, net of refunds | 468 | (269) |
Supplemental non-cash amounts of transaction costs from sale of business | 646 | |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 370 | $ 41 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Following the sale of its assets in December 2021, the Company is currently a research and development organization with two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. On December 9, 2021, we received a letter from the NASDAQ regarding the Equity Purchase Agreement and the two Software Purchase Agreements entered into by the Company pursuant to which we sold all of our assets. The staff requested certain information from the Company regarding its on-going business. We provided a response to the staff on January 7, 2022. We received a follow up request from the NASDAQ for additional information and we provided a response to the staff on February 15, 2022. Evolving Systems provided software solutions and services throughout the world. The COVID-19 global outbreak caused instability and volatility in multiple markets where our clients conduct business. We leveraged our ability to provide support remotely resulting in limited effect on our day to day operations. The inability to travel had delayed interactions with our clients on projects and in the traditional modes of sales development as well as limited our interactions with prospective M&A targets. We believe our current liquidity and funds from our ongoing operations will be sufficient to fund operations and meet the Company’s cash needs for future working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these consolidated financial statements. In making this assessment, we considered our $39.4 Use of Estimates Principles of Consolidation Discontinued Operations Fair Value Measurements hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Level 2 Level 3 Cash and Cash Equivalents Stock-based Compensation Concentration of Credit Risk Cash and cash equivalents were covered under a FDIC program as of December 31, 2021 up to a maximum coverage amount of $0.5 million. Our cash and cash equivalents in excess of FDIC program limits was $38.9 million for the year ended December 31, 2021. All of our cash was covered for the year ended December 31, 2020. Property and Equipment and Long-Lived Assets We review our long-lived assets, such as property and equipment and purchased intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We evaluate the recoverability of an asset group by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, we recognize an impairment charge as the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. Income Taxes We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Leases Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | NOTE 2 — DISCONTINUED OPERATIONS On December 31, 2021, Evolving Systems, Inc. and certain of its subsidiaries completed the Equity Purchase Agreement and two Software Purchase Agreements with subsidiaries and affiliates of Partner One Capital, Inc. The Purchase Agreements contemplate the sale and transfer of substantially all of the Company’s operating subsidiaries and all of its assets to the Purchasers for an aggregate purchase price of $40 million (subject to adjustment as set forth in the Equity Purchase Agreement). The Purchase Agreements include customary terms and conditions, including an adjustment to the purchase price based on the Company’s cash and cash equivalents on hand and other adjustments as of the closing date and provisions that require the Company to indemnify the Purchasers for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreements and certain other matters. Proceeds from the sale will be payable to the Company as follows: (1) a $37.5 million payment to the Company in cash on the closing date (adjusted as set forth in the Equity Purchase Agreement), and (2) $2.5 million placed in escrow on the closing date as security for the Company’s indemnification obligations to the Purchasers under the Purchase Agreements, which amount will be released to the Company on or before the date that is twelve months from the closing date (less any portion of the escrow used to make indemnification payments to the Purchasers). The Company received cash proceeds of $36.0 million and may receive up to an additional $2.5 million in consideration pursuant to the terms of an escrow agreement entered into in connection with the Equity Purchase Agreement and included in the cash and cash equivalents in our consolidated balance sheets. The Purchase Agreements contain customary representations and warranties of each of the parties. The Purchase Agreements contain indemnification rights in favor of the Company following closing for (i) breaches of any of the representations or warranties by the Purchasers including, but not limited to, breaches related to organization, authorization, and governmental authorization, and (ii) breaches of the covenants or agreements of the Purchasers in the Purchase Agreements. In addition, the Purchase Agreements contain indemnification rights in favor of the Purchasers following closing for (i) breaches of certain fundamental representations and warranties by the Company, including breaches related to organization, authorization, capitalization, title to purchased assets, and finders’ fees, (ii) breaches of any of the representations and warranties by the Company, and (iii) breaches of the covenants or agreements of the Company in the Purchase Agreements. Accordingly, the operating results of its operations in the entities and related business operations sold for all years presented have been reclassified in the consolidated statements of operations as “income from discontinued operations”. Interest expense that is specifically identifiable to debt related to the entities sold qualifies as discontinued operations and is allocated to interest expense from discontinued operations in the Company’s consolidated financial statements. Additionally, the carrying amounts of the assets and liabilities for the entities sold for all years presented have been reclassified in the consolidated balance sheets. The following table presents the financial results of the discontinued operations: For the Years Ended December 31, 2021 2020 Revenue $ 26,898 $ 26,352 Costs of revenue (8,759) (8,837) Sales and marketing (5,509) (6,000) General and administrative (2,361) (2,201) Product development (5,291) (4,327) Depreciation (395) (213) Amortization (941) (940) Restructuring (61) — Interest expense (5) — Interest income 10 14 Other income 301 175 Foreign currency exchange (loss) income (350) 370 Income tax expense (3,500) (828) Net income from discontinued operations $ 37 $ 3,565 Gain on sale of discontinued operations $ 20,840 $ — Proceeds from the sale of the business have been presented in the Consolidated Statement of Cash Flows under investing activities for the year ended December 31, 2021. In accordance with ASC Topic 205-20, additional disclosures relating to cash flow is required for discontinued operations. Cash flow information relating to the discontinued operations for the years ended December 31, 2021 and 2020 is as follows: For the Years Ended December 31, 2021 2020 Operating cash flow data: Depreciation $ 395 $ 213 Amortization of operating leases — right of use assets 365 272 Amortization of intangible assets 941 940 Provision for deferred income taxes 42 (56) Bad debt expense, net of recoveries 88 (92) Investing cash flow data: Purchases of property and equipment (385) (265) December 31, 2020 Cash and cash equivalents per balance sheet $ 241 Cash and cash equivalents classified within current assets of discontinued operations 2,522 Ending cash and cash equivalents balance per statement of cash flows $ 2,763 The carrying amounts of the assets and liabilities of the discontinued operations on the Consolidated Balance Sheets as of December 31, 2021 and 2020 was as follows: December 31, 2021 2020 Assets of discontinued operations: Current assets of discontinued operations: Cash and cash equivalents $ — $ 2,522 Contract receivables, net — 5,681 Unbilled work in progress — 3,365 Prepaid and other current assets — 1,609 Income tax receivable — 270 Total current assets of discontinued operations: — 13,447 Non-current assets of discontinued operations: Property and equipment, net — 527 Operating leases - right of use asset, net 915 Amortizable intangible assets, net — 2,769 Deferred income taxes — 453 Total non-current assets of discontinued operations: — 4,664 Total assets of discontinued operations $ — $ 18,111 Liabilities of discontinued operations: Current liabilities of discontinued operations: Accounts payable and accrued liabilities and income taxes payable $ — $ 3,267 Term loan — 142 Lease obligations, current — 294 Unearned revenue — 3,713 Total current liabilities of discontinued operations: — 7,416 Non-current liabilities of discontinued operations: Lease obligations, net of current — 613 Total non-current liabilities of discontinued operations: — 613 Total liabilities of discontinued operations $ — $ 8,029 The gain on sale of discontinued operations was determined as follows: Year Ended December 31, 2021 Purchase price $ 40,000 Closing adjustments (1,467) Net book value of assets sold (6,461) Transaction costs (864) Currency translation adjustment reclassified from accumulated other comprehensive loss (10,368) Gain on sale of discontinued operations $ 20,840 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2021 | |
BALANCE SHEET COMPONENTS | |
BALANCE SHEET COMPONENTS | NOTE 3 — BALANCE SHEET COMPONENTS The components of accounts payable and accrued liabilities are as follows (in thousands): December 31, 2021 2020 Accounts payable and accrued liabilities: Accounts payable $ 83 $ 250 Accrued compensation and related expenses 538 264 Accrued liabilities 631 65 $ 1,252 $ 579 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2021 | |
LONG-TERM DEBT | |
LONG-TERM DEBT | NOTE 4 — LONG-TERM DEBT Paycheck Protection Program Loan On April 15, 2020, the Company received loan proceeds in the amount of $318,900 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provided for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest were forgivable after a period of 8 to 24 weeks as long as the borrower used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the eight-week period. We have met the conditions of the PPP Loan forgiveness program. As authorized by section 1106 of the CARES Act, United States Small Business Administration (“SBA”) has forgiven the PPP loan on May 20, 2021. The forgiveness amount was $318,900 in principal and $3,543 in interest. We have recorded the forgiveness amount within other (expense) income, net offset against interest expense in our audited statement of operations. We had used the loan proceeds for purposes consistent with the PPP, including paying for Company wages. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | NOTE 5 — INCOME TAXES We recorded no net income tax expense from continuing operations for the years ended December 31, 2021 and 2020 respectively. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted in response to COVID-19 pandemic. The CARES Act made various tax law changes, including among other things (i) increased the limitation under IRC Section 163(j) for 2019 and 2020 to permit additional expensing of interest (ii) enacted technical corrections so that qualified improvement property can be immediately expensed under IRC Section 168(k) and net operating losses arising in tax years beginning in 2017 and ending in 2018 can be carried back two years and carried forward twenty years without a taxable income limitation as opposed to carried forward indefinitely, and (iii) made modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years. The CARES Act did not have a material impact on the results reported for the years ended December 31, 2021 and 2020. Global Intangible Low-taxed Income We recognize the tax on global intangible low-taxed income (“GILTI”) as a period cost in the period the tax is incurred. Under this policy, we have not provided deferred taxes related to temporary differences that upon their reversal will affect the amount of income subject to GILTI in the period. Transfer Pricing Adjustments, net The Company’s tax positions include the Company’s intercompany transfer pricing policies and the associated taxable income and deductions arising from intercompany charges between subsidiaries within the consolidated group. During fiscal year 2018 and updated each year subsequently, the Company finalized a transfer pricing plan with Evolving Systems and its subsidiaries. This transfer pricing plan determined the amount of income which is taxable in each respective jurisdiction. The Company applied this methodology in accordance with the transfer pricing plan and the adjustments necessary to reflect the reduction in U.S. pre-tax income resulted in an increase in domestic income before income tax expense of $4.6 million and a corresponding decrease in foreign income before income tax expense for the years ended December 31, 2021 and 2020, respectively, and is included in income tax expense from discontinuing operations on the Consolidated Statements of Operations. The components of loss from continuing operations before income taxes consists of the following (in thousands): For the Years Ended December 31, 2021 2020 Domestic $ (3,432) $ (2,922) Total $ (3,432) $ (2,922) The income tax expense from continuing operations consists of the following (in thousands): For the Years Ended December 31, 2021 2020 Current: Federal $ (825) $ (581) State — — Total Current (825) (581) Deferred: Federal 825 581 Total Deferred 825 581 Total $ — $ — As of December 31, 2021, and 2020 we had no Federal NOL carryforwards remaining. As of December 31, 2021, we had state NOL’s of approximately $16.2 million. The state NOL carryforwards expire at various times beginning in 2022 and ending in 2037. In our U.S. Federal income tax returns we historically deducted income taxes paid to various countries. Our income tax calculations have historically been under the regular and AMT regulations found in U.S. tax laws. The U.S. tax system contains rules to alleviate the burden of double taxation on income generated in foreign countries and subject to tax in such countries. The U.S. allows for either a deduction or credit of such foreign taxes against U.S. taxable income (“Foreign Tax Credit” or “FTC”). An election to either claim a deduction or FTC on such foreign income taxes can be made each tax year, independent from elections made in other years. An FTC reduces a company’s actual U.S. income tax on a dollar-for-dollar basis, while a deduction reduces only the company’s income subject to tax. As the election to claim the FTC or deduction is made on an annual basis, we intend to compare benefits to either claim a deduction or FTC on an annual basis. We had approximately $4.0 million of FTC deferred tax assets to carryforward into 2022 and subsequent years. As of December 31, 2021, we did not have FTC deferred tax asset balance, net of its valuation allowance. Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Foreign tax credits carryforwards $ 3,984 $ 4,493 Net operating loss carryforwards - State 588 942 Stock compensation — 157 Depreciable assets — 1 Accrued liabilities and reserves — 47 Total deferred tax assets 4,572 5,640 Deferred tax liabilities: Intangibles — (61) Accrued liabilities and reserves — — Total deferred tax liability — (61) Net deferred tax assets, before valuation allowance 4,572 5,579 Valuation allowance (4,572) (5,079) Net deferred tax asset $ — $ 500 As of December 31, 2021, we maintain a full valuation allowance on our net deferred tax assets. We have determined it is more likely than not that we will not realize our domestic net deferred tax assets. Such assets primarily consist of certain net state operating loss carryforwards and Foreign Tax Credits. We assessed the realizability of our domestic deferred tax assets using all available evidence. In particular, we considered both historical results and projections of profitability for the reasonably foreseeable future periods. We are required to reassess our conclusions regarding the realization of our deferred tax assets at each financial reporting date. A future evaluation could result in a conclusion that all or a portion of the valuation allowance is no longer necessary which could have a material impact on our results of operations and financial position. The expense for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 21% for the years ended December 31, 2021 and 2020, respectively, to loss before income tax expense as follows (in thousands): For the Years Ended December 31, 2021 2020 U.S. federal income tax expense at statutory rates $ (721) $ (614) State income tax expense, net of federal impact (28) 7 Change in valuation allowance 825 581 Permanent differences and other, net (76) 26 Total tax expense $ — $ — The Company recognizes the tax benefit from an uncertain tax position when it determines that it is more likely than not that the position would be sustained upon examination by taxing authorities. As of December 31, 2021, and 2020, we had no liability for unrecognized tax benefits this evaluation includes our tax positions including current and previous transfer pricing plans. We do not believe there will be any material changes to our unrecognized tax positions over the next twelve months. Interest and penalties related to income tax liabilities are included as a component of income tax expense in the accompanying statements of operations. We had no material net excess tax benefits from employee stock plan awards for the years ended December 31, 2021 and 2020, which would be reflected as income tax expense or benefit in the statement of operations. Evolving Systems Inc. or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities in the US and Germany. Although carryovers can always be subject to review by taxing authorities, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2015. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 6 — STOCKHOLDERS’ EQUITY Common Stock Dividends There were no accrued dividends as of December 31, 2021 and 2020. Any determination to declare a future quarterly dividend, as well as the amount of any cash dividend which may be declared, will be based on our financial position, earnings, earnings outlook and other relevant factors at that time, including applicable limits under our term loan facility or any other credit facility then in effect. Treasury Stock As of December 31, 2021, and 2020, we held 178,889 shares of our common stock that we purchased prior to the expiration of our stock purchase program on December 31, 2014. Certain Anti-Takeover Provisions/Agreements with Stockholders Our restated certificate of incorporation allows the board of directors to issue up to 2,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes could make it more difficult for a third party to acquire a majority of our outstanding voting stock. As of December 31, 2021, and 2020, no shares of preferred stock were outstanding. In addition, we are subject to the anti-takeover provisions of Section 203 of Delaware General Corporation Law which prohibit us from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in the prescribed manner. The application of Section 203 may have the effect of delaying or preventing changes in control of our management, which could adversely affect the market price of our common stock by discouraging or preventing takeover attempts that might result in the payment of a premium price to our stockholders. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 7 — STOCK-BASED COMPENSATION We account for stock-based compensation by applying a fair-value-based measurement method to account for stock-based payment transactions with employees and directors, and record compensation cost for all stock awards granted after January 1, 2006 and awards modified, repurchased, or cancelled after that date, using the modified prospective method. We record compensation costs associated with the vesting of unvested options on a straight-line basis over the vesting period. We recognized $0.2 million of compensation expense in the consolidated statements of operations, with respect to our stock-based compensation plans for the years ended December 31, 2021 and 2020. The following table summarizes stock-based compensation expenses recorded in the consolidated statements of operations (in thousands): For the Years Ended December 31, 2021 2020 General and administrative $ 248 $ 221 Total stock-based compensation $ 248 $ 221 Stock Incentive Plans In June 2007, our stockholders approved the 2007 Stock Incentive Plan (the “2007 Stock Plan”) with a maximum of 1.0 million shares reserved for issuance. In June 2010, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 1.25 million. In June 2013, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 1.5 million. In June 2015, our stockholders approved an amendment to the 2007 Stock Plan which increased the maximum shares that may be awarded under the plan to 2.0 million. Awards permitted under the 2007 Stock Plan included: Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards. Awards issued under the 2007 Stock Plan are at the discretion of the Board of Directors. As applicable, awards were granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vested over four years for employees and one year for directors and, with respect to stock option grants, expired no more than ten years from the date of grant. At December 31, 2021 and 2020, no shares were available for grant under the 2007 Stock Plan, as amended. At December 31, 2021 and 2020, 0.1 million options and restricted shares and 0.2 million options and restricted shares were issued outstanding In June 2016, our stockholders approved the 2016 Stock Incentive Plan (the “2016 Stock Plan”) with a maximum of 0.25 million shares reserved for issuance. In June 2018, our stockholders approved an amendment to the 2016 Stock Plan which increased the maximum shares that may be awarded under the plan to 0.85 million Awards permitted under the 2016 Stock Plan include: Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards and Other Stock-Based Awards. Awards issued under the 2016 Stock Plan are at the discretion of the Board of Directors. As applicable, awards are granted with an exercise price equal to the closing price of our common stock on the date of grant, generally vest over four years for employees and three years for an initial grant and one year for subsequent grants for directors and expire no more than ten years from the date of grant. At December 31, 2021 and 2020, there were approximately 0.6 million and 0.5 million shares available for grant under the 2016 Stock Plan, respectively. At December 31, 2021 and 2020, 0.1 million options and no restricted shares and 0.2 million options and restricted shares were issued The following is a summary of restricted stock activity under the plans for the years ended December 31, 2021 and 2020: Restricted Stock Number of Shares (In thousands) Unvested restricted stock at January 1, 2020 159 Less restricted stock vested (32) Less restricted stock forfeited/expired (64) Unvested restricted stock at December 31, 2020 63 Less restricted stock vested (63) Unvested restricted stock at December 31, 2021 — No grants were made during the year ending December 31, 2021 and 2020. During the years ended December 31, 2021 and 2020, approximately 0.06 million and 0.03 million shares of restricted stock vested, respectively. There were no forfeitures of restricted stock during the year ended December 31, 2021 and approximately forfeitures of 0.06 million shares of restricted stock during the years ended December 31, 2020. The fair market value of restricted shares for stock-based compensation expense is equal to the closing price of our common stock on the date of grant. The restrictions on the stock award are released generally over four years for senior management and over one year for board members. Stock-based compensation expense includes $0.2 million for the years ended December 31, 2021 and 2020, respectively for restricted stock. Of the restrictions on the stock awards granted during the periods ended March 31, 2017 and June 30, 2017, 20% was released in January 2018, and 10% annually beginning on the one-year anniversary of their offering thereafter for four years. The remaining 40% will be released evenly over four years beginning in 2018 contingent upon the attainment of annual performance goals established by our Board of Directors. Of the restrictions on the stock awards granted during the third quarter, the fourth quarter and the period ended December 31, 2017, respectively, one-fourth The following is a summary of stock option activity under the plans for the years ended December 31, 2021 and 2020: Weighted Average Number of Weighted - Remaining Aggregate Shares Average Contractual Intrinsic Value (in thousands) Exercise Price Term (Years) (in thousands) Options outstanding at January 1, 2020 438 $ 5.69 6.51 $ — Less options forfeited/cancelled (92) 5.29 Less options expired (3) 2.86 Options outstanding at December 31, 2020 343 $ 5.82 5.62 $ — Less options forfeited/cancelled (56) 4.31 Options outstanding at December 31, 2021 287 $ 6.11 4.37 $ — Options exercisable at December 31, 2021 287 $ 6.11 4.37 $ — The following is a summary of stock options outstanding under the plans as of December 31, 2021: Stock Options Outstanding Stock Options Exercisable Weighted Avg. Remaining Number of Contractual Weighted Avg. Number of Weighted Avg. Range of Exercise Prices Shares Life (years) Exercise Price Shares Exercise Price $ 4.11 $ 4.31 7,857 0.01 $ 4.11 7,857 $ 4.11 $ 4.32 $ 4.55 100,000 5.83 $ 4.50 100,000 $ 4.50 $ 4.56 $ 4.94 50,000 5.92 $ 4.60 50,000 $ 4.60 $ 4.95 $ 8.41 59,551 3.07 $ 6.09 59,551 $ 6.09 $ 8.42 $ 10.90 69,600 2.75 $ 9.75 69,600 $ 9.75 There are no unrecognized compensation costs as of December 31, 2021, as all stock options and restricted stock were fully vested as of December 31, 2021. There were no exercises for the years ended December 31, 2021, and 2020. The total fair value of stock awards vested was $0.4 million and $0.3 million during the years ended December 31, 2021 and 2020, respectively. There was no cash received from stock option exercises for the years ended December 31, 2021 and 2020. There were no net settlement exercises during the years ended December 31, 2021 and 2020. We have issued 0.2 million shares of stock related to restricted stock awards since the balance sheet date. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan (“ESPP”), we are authorized to issue up to 0.55 million shares of our common stock to full-time employees, nearly all of whom are eligible to participate. Under the terms of the ESPP, employees may elect to have up to 15% of their gross compensation withheld through payroll deduction to purchase our common stock, capped at $25,000 annually and no more than 0.01 million shares per offering period. The purchase price of the stock is 85% of the lower of the market price at the beginning or end of each three-month participation period. As of December 31, 2021, there were less than 0.1 million shares available for purchase. For the years ended December 31, 2021 and 2020, there was no compensation expense recorded associated with grants under the ESPP which includes the fair value of the look-back feature of each grant as well as the 15% discount on the purchase price. This expense fluctuates each period primarily based on the level of employee participation. We did not receive any cash from our employee stock purchase plan for the years ended December 31, 2021 and 2020. We did not issue any shares related to the ESPP for the years ended December 31, 2021 and 2020. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2021 | |
BENEFIT PLANS | |
BENEFIT PLANS | NOTE 8 — BENEFIT PLANS We have established a defined contribution retirement plan for our employees under section 401(k) of the Internal Revenue Code (the “401(k) Plan”) that is available to all U.S. employees 21 years of age or older with a month of service. Beginning in 2012, we adopted a Safe Harbor 401(k) requiring us to contribute 3% of the employee’s compensation for each eligible employee, regardless of whether the employee chooses to participate in the plan. All employee contributions are fully vested immediately and employer contributions vest over a period of three years. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | NOTE 9 — EARNINGS PER SHARE Basic earnings (loss) per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period, including common stock issuable under participating securities. Diluted earnings (loss) per share is computed using the weighted average number of shares of common stock outstanding, plus all potentially dilutive common stock equivalents using the treasury stock method. Common stock equivalents consist of stock options and restricted stock. The following is the reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands except per share data): For the Years Ended December 31, 2021 2020 Basic earnings (loss) per common share: Net loss from continuing operations $ (3,432) $ (2,922) Net income from discontinued operations 20,877 3,565 Basic weighted average shares outstanding 12,245 12,187 Basic loss per common share from continuing operations $ (0.28) $ (0.24) Basic earnings per common share from discontinued operations $ 1.70 $ 0.29 Diluted earnings (loss) per common share: Net loss from continuing operations $ (3,432) $ (2,922) Net income from discontinued operations $ 20,877 $ 3,565 Weighted average shares outstanding 12,245 12,187 Effect of dilutive securities - options and restricted stock 13 84 Diluted weighted average shares outstanding 12,258 12,271 Diluted loss per common share from continuing operations $ (0.28) $ (0.24) Diluted earnings per common share from discontinued operations $ 1.70 $ 0.29 Weighted average options to purchase approximately 0.3 million and 0.4 million shares of common stock equivalents for the years ended December 31, 2021 and 2020, respectively, were excluded from the computation of diluted weighted average shares outstanding because the effect would have been anti-dilutive since their exercise prices were greater than the average market value of our common stock for the period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 — COMMITMENTS AND CONTINGENCIES (a) Under ASC 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of facilities with remaining lease terms of less than one year. We lease office and operating facilities under non-cancelable operating leases. Current facility leases include our offices in Englewood, Colorado and New York, New York. Total rent expense consisted of short-term lease expense of $0.1 million for the years ended December 31, 2021 and 2020. There was no sublease rental income for the years ended December 31, 2021 and 2020. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet. We did not have leases that had terms of greater than 12 months for the years ended December 31, 2021 and 2020. (b) As permitted under Delaware law, we have agreements with officers and directors under which we agree to indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments we could be required to make under these indemnification agreements; however, we maintain Director and Officer insurance policies, as well as an Employment Practices Liability Insurance Policy, that may enable us to recover a portion of any amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of December 31, 2021 or 2020. (c) From time to time, we are involved in various legal matters arising in the normal course of business. On October 15, 2019, the Company’s former Chief Executive Officer filed a lawsuit in the Superior Court of New Jersey against us. That suit sought $3.5 million for claims of libel, harm of lost employment opportunities, severance payments and benefits that he would have been entitled to receive had he been terminated without cause. The Company engaged legal counsel through its insurance carrier. The Company decided that it was prudent to avoid further legal fees and disruption to the business caused by an on-going litigation claim. Therefore, to resolve amicably and discontinue disputes regarding all claims arising from the lawsuit and with the denial of every allegation of wrongdoing, in June 2021, a settlement and mutual general release was agreed to that included payment of $0.6 million by the Company. Our insurance carrier has agreed to contribute $0.3 million toward the settlement. Settlement was paid in full in July 2021 and is included in other income, net from continuing operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 11 — SUBSEQUENT EVENTS Entry into Management Agreement with CIDM II LLC On January 21, 2022, the Company entered into a Management Agreement (the “Management Agreement”) with CIDM II LLC (the “Manager”). Pursuant to the Management Agreement, the Manager will, subject to the Company’s Board of Directors (“Board”) and the Investment Committee of the Board, (i) provide the Company with advisory services with respect to the management and allocation of investments in equity and debt securities (“Assets”) of the Company and its subsidiaries and (ii) exercise discretionary management authority over the Company’s trading portfolio of publicly traded securities. The Management Agreement may be terminated by either party upon thirty days; written notice. The Manager will receive compensation for performance under the Management Agreement consisting of a management fee of 2% of the fair market value of the Assets and a performance fee in respect of each Performance Period shall be equal to 20% of the appreciation of end-of-year net asset value. The Manager is also entitled to payment or reimbursement of certain administrative costs and expenses incurred in connection with the management of the Assets, such as custodial fees, brokerage commissions and similar fees and expenses. The Manager shall be responsible for all of its operating expenses. The Manager is obligated to indemnify the Company and its affiliates from any and all losses, claims, demands, actions or liabilities, including attorney’s fees, related to acts or omissions of the Manager that constitute bad faith, fraud, willful misconduct, negligence, breach of the Management Agreement or fiduciary duty, or violation of applicable law. The Company is obligated to indemnify the Manager from liabilities, obligations, losses, damages, suits and expenses related to the Company’s material breach of the Management Agreement. The Management Agreement is subject to various covenants and representations of the Manager and the Company. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization Following the sale of its assets in December 2021, the Company is currently a research and development organization with two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. On December 9, 2021, we received a letter from the NASDAQ regarding the Equity Purchase Agreement and the two Software Purchase Agreements entered into by the Company pursuant to which we sold all of our assets. The staff requested certain information from the Company regarding its on-going business. We provided a response to the staff on January 7, 2022. We received a follow up request from the NASDAQ for additional information and we provided a response to the staff on February 15, 2022. Evolving Systems provided software solutions and services throughout the world. The COVID-19 global outbreak caused instability and volatility in multiple markets where our clients conduct business. We leveraged our ability to provide support remotely resulting in limited effect on our day to day operations. The inability to travel had delayed interactions with our clients on projects and in the traditional modes of sales development as well as limited our interactions with prospective M&A targets. We believe our current liquidity and funds from our ongoing operations will be sufficient to fund operations and meet the Company’s cash needs for future working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these consolidated financial statements. In making this assessment, we considered our $39.4 |
Use of Estimates | Use of Estimates |
Principles of Consolidation | Principles of Consolidation |
Discontinued Operations | Discontinued Operations |
Fair Value Measurements | Fair Value Measurements hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 Level 2 Level 3 |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Stock-based Compensation | Stock-based Compensation |
Concentration of Credit Risk | Concentration of Credit Risk Cash and cash equivalents were covered under a FDIC program as of December 31, 2021 up to a maximum coverage amount of $0.5 million. Our cash and cash equivalents in excess of FDIC program limits was $38.9 million for the year ended December 31, 2021. All of our cash was covered for the year ended December 31, 2020. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets We review our long-lived assets, such as property and equipment and purchased intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We evaluate the recoverability of an asset group by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, we recognize an impairment charge as the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. |
Income Taxes | Income Taxes We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. |
Leases | Leases |
Recently Adopted And Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements Management has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our consolidated financial statements and related disclosures. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
DISCONTINUED OPERATIONS | |
Summary of financial results of the discontinued operations | For the Years Ended December 31, 2021 2020 Revenue $ 26,898 $ 26,352 Costs of revenue (8,759) (8,837) Sales and marketing (5,509) (6,000) General and administrative (2,361) (2,201) Product development (5,291) (4,327) Depreciation (395) (213) Amortization (941) (940) Restructuring (61) — Interest expense (5) — Interest income 10 14 Other income 301 175 Foreign currency exchange (loss) income (350) 370 Income tax expense (3,500) (828) Net income from discontinued operations $ 37 $ 3,565 Gain on sale of discontinued operations $ 20,840 $ — |
Summary of cash flow information relating to the discontinued operations | For the Years Ended December 31, 2021 2020 Operating cash flow data: Depreciation $ 395 $ 213 Amortization of operating leases — right of use assets 365 272 Amortization of intangible assets 941 940 Provision for deferred income taxes 42 (56) Bad debt expense, net of recoveries 88 (92) Investing cash flow data: Purchases of property and equipment (385) (265) |
Summary of carrying amounts of assets and liabilities of discontinued operations | December 31, 2021 2020 Assets of discontinued operations: Current assets of discontinued operations: Cash and cash equivalents $ — $ 2,522 Contract receivables, net — 5,681 Unbilled work in progress — 3,365 Prepaid and other current assets — 1,609 Income tax receivable — 270 Total current assets of discontinued operations: — 13,447 Non-current assets of discontinued operations: Property and equipment, net — 527 Operating leases - right of use asset, net 915 Amortizable intangible assets, net — 2,769 Deferred income taxes — 453 Total non-current assets of discontinued operations: — 4,664 Total assets of discontinued operations $ — $ 18,111 Liabilities of discontinued operations: Current liabilities of discontinued operations: Accounts payable and accrued liabilities and income taxes payable $ — $ 3,267 Term loan — 142 Lease obligations, current — 294 Unearned revenue — 3,713 Total current liabilities of discontinued operations: — 7,416 Non-current liabilities of discontinued operations: Lease obligations, net of current — 613 Total non-current liabilities of discontinued operations: — 613 Total liabilities of discontinued operations $ — $ 8,029 |
Schedule of gain on sale of discontinued operations | Year Ended December 31, 2021 Purchase price $ 40,000 Closing adjustments (1,467) Net book value of assets sold (6,461) Transaction costs (864) Currency translation adjustment reclassified from accumulated other comprehensive loss (10,368) Gain on sale of discontinued operations $ 20,840 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
BALANCE SHEET COMPONENTS | |
Accounts Payable And Accrued Liabilities | The components of accounts payable and accrued liabilities are as follows (in thousands): December 31, 2021 2020 Accounts payable and accrued liabilities: Accounts payable $ 83 $ 250 Accrued compensation and related expenses 538 264 Accrued liabilities 631 65 $ 1,252 $ 579 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Summary of pre-tax income (loss) on which the provision for income taxes | The components of loss from continuing operations before income taxes consists of the following (in thousands): For the Years Ended December 31, 2021 2020 Domestic $ (3,432) $ (2,922) Total $ (3,432) $ (2,922) |
Summary of expense (benefit) from continuing operations for income taxes | The income tax expense from continuing operations consists of the following (in thousands): For the Years Ended December 31, 2021 2020 Current: Federal $ (825) $ (581) State — — Total Current (825) (581) Deferred: Federal 825 581 Total Deferred 825 581 Total $ — $ — |
Summary of significant components of deferred tax assets and liabilities | December 31, 2021 2020 Deferred tax assets: Foreign tax credits carryforwards $ 3,984 $ 4,493 Net operating loss carryforwards - State 588 942 Stock compensation — 157 Depreciable assets — 1 Accrued liabilities and reserves — 47 Total deferred tax assets 4,572 5,640 Deferred tax liabilities: Intangibles — (61) Accrued liabilities and reserves — — Total deferred tax liability — (61) Net deferred tax assets, before valuation allowance 4,572 5,579 Valuation allowance (4,572) (5,079) Net deferred tax asset $ — $ 500 |
Summary of income tax expense reconciliation | For the Years Ended December 31, 2021 2020 U.S. federal income tax expense at statutory rates $ (721) $ (614) State income tax expense, net of federal impact (28) 7 Change in valuation allowance 825 581 Permanent differences and other, net (76) 26 Total tax expense $ — $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
Summary Of Stock-Based Compensation Expenses | For the Years Ended December 31, 2021 2020 General and administrative $ 248 $ 221 Total stock-based compensation $ 248 $ 221 |
Summary Of Restricted Stock Activity | Restricted Stock Number of Shares (In thousands) Unvested restricted stock at January 1, 2020 159 Less restricted stock vested (32) Less restricted stock forfeited/expired (64) Unvested restricted stock at December 31, 2020 63 Less restricted stock vested (63) Unvested restricted stock at December 31, 2021 — |
Summary Of Stock Option Activity | Weighted Average Number of Weighted - Remaining Aggregate Shares Average Contractual Intrinsic Value (in thousands) Exercise Price Term (Years) (in thousands) Options outstanding at January 1, 2020 438 $ 5.69 6.51 $ — Less options forfeited/cancelled (92) 5.29 Less options expired (3) 2.86 Options outstanding at December 31, 2020 343 $ 5.82 5.62 $ — Less options forfeited/cancelled (56) 4.31 Options outstanding at December 31, 2021 287 $ 6.11 4.37 $ — Options exercisable at December 31, 2021 287 $ 6.11 4.37 $ — |
Summary Of Stock Option Oustanding By Exercise Price Ranges | Stock Options Outstanding Stock Options Exercisable Weighted Avg. Remaining Number of Contractual Weighted Avg. Number of Weighted Avg. Range of Exercise Prices Shares Life (years) Exercise Price Shares Exercise Price $ 4.11 $ 4.31 7,857 0.01 $ 4.11 7,857 $ 4.11 $ 4.32 $ 4.55 100,000 5.83 $ 4.50 100,000 $ 4.50 $ 4.56 $ 4.94 50,000 5.92 $ 4.60 50,000 $ 4.60 $ 4.95 $ 8.41 59,551 3.07 $ 6.09 59,551 $ 6.09 $ 8.42 $ 10.90 69,600 2.75 $ 9.75 69,600 $ 9.75 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
EARNINGS PER SHARE | |
Summary Of Basic And Diluted Earnings Per Share | The following is the reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands except per share data): For the Years Ended December 31, 2021 2020 Basic earnings (loss) per common share: Net loss from continuing operations $ (3,432) $ (2,922) Net income from discontinued operations 20,877 3,565 Basic weighted average shares outstanding 12,245 12,187 Basic loss per common share from continuing operations $ (0.28) $ (0.24) Basic earnings per common share from discontinued operations $ 1.70 $ 0.29 Diluted earnings (loss) per common share: Net loss from continuing operations $ (3,432) $ (2,922) Net income from discontinued operations $ 20,877 $ 3,565 Weighted average shares outstanding 12,245 12,187 Effect of dilutive securities - options and restricted stock 13 84 Diluted weighted average shares outstanding 12,258 12,271 Diluted loss per common share from continuing operations $ (0.28) $ (0.24) Diluted earnings per common share from discontinued operations $ 1.70 $ 0.29 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Disposed by sale | 12 Months Ended |
Dec. 31, 2021USD ($)agreement | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of software purchase agreements | agreement | 2 |
Aggregate purchase price | $ 40,000,000 |
Cash proceeds | 36,032,899 |
Additional consideration placed in escrow | $ 2,500,000 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | $ 39,445 | $ 241 |
Working Capital | 37,700 | |
Maximum coverage amount of FDIC program | 500 | |
Cash and cash equivalents not under any FDIC program | $ 38,900 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Disposed by sale | 12 Months Ended |
Dec. 31, 2021USD ($)agreement | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of software purchase agreements | agreement | 2 |
Aggregate purchase price | $ 40,000,000 |
Aggregate purchase price payable in cash | 37,500,000 |
Additional consideration placed in escrow | 2,500,000 |
Cash proceeds | $ 36,032,899 |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial results of the discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Financial results of the discontinued operations | ||
Income tax expense | $ 3,500 | $ 828 |
Net income from discontinued operations | 20,877 | 3,565 |
Gain on sale of discontinued operations | 20,840 | |
Disposed by sale | ||
Financial results of the discontinued operations | ||
Revenue | 26,898 | 26,352 |
Costs of revenue | (8,759) | (8,837) |
Sales and marketing | (5,509) | (6,000) |
General and administrative | (2,361) | (2,201) |
Product development | (5,291) | (4,327) |
Depreciation | (395) | (213) |
Amortization | (941) | (940) |
Restructuring | (61) | |
Interest expense | (5) | |
Interest income | 10 | 14 |
Other income | 301 | 175 |
Foreign currency exchange (loss) income | (350) | 370 |
Income tax expense | (3,500) | (828) |
Net income from discontinued operations | 37 | $ 3,565 |
Gain on sale of discontinued operations | $ 20,840 |
DISCONTINUED OPERATIONS - Non c
DISCONTINUED OPERATIONS - Non cash items and capital expenditures for the discontinued operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investing cash flow data: | |||
Cash and cash equivalents per balance sheet | $ 241 | ||
Cash and cash equivalents classified within current assets of discontinued operations | 2,522 | ||
Ending cash and cash equivalents balance per statement of cash flows | $ 39,445 | 2,763 | $ 3,076 |
Disposed by sale | |||
Operating cash flow data: | |||
Depreciation and amortization | 395 | 213 | |
Foreign currency transaction (loss) income | 365 | 272 | |
Gain on PPP loan forgiveness | 941 | 940 | |
Provision for deferred income taxes | 42 | (56) | |
Bad debt expense, net of recoveries | 88 | (92) | |
Investing cash flow data: | |||
Purchases of property and equipment | $ (385) | $ (265) |
DISCONTINUED OPERATIONS - Carry
DISCONTINUED OPERATIONS - Carrying amounts of assets and liabilities of discontinued operations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Current assets of discontinued operations: | |
Total current assets of discontinued operations: | $ 13,447 |
Non-current assets of discontinued operations: | |
Total non-current assets of discontinued operations: | 4,664 |
Current liabilities of discontinued operations: | |
Total current liabilities of discontinued operations: | 7,416 |
Non-current liabilities of discontinued operations: | |
Total non-current liabilities of discontinued operations: | 613 |
Disposed by sale | |
Current assets of discontinued operations: | |
Cash and cash equivalents | 2,522 |
Contract receivables, net | 5,681 |
Unbilled work in progress | 3,365 |
Prepaid and other current assets | 1,609 |
Income tax receivable | 270 |
Total current assets of discontinued operations: | 13,447 |
Non-current assets of discontinued operations: | |
Property and equipment, net | 527 |
Operating leases - right of use asset, net | 915 |
Amortizable intangible assets, net | 2,769 |
Deferred income taxes | 453 |
Total non-current assets of discontinued operations: | 4,664 |
Total assets of discontinued operations | 18,111 |
Current liabilities of discontinued operations: | |
Accounts payable and accrued liabilities and income taxes payable | 3,267 |
Term loan | 142 |
Lease obligations, current | 294 |
Unearned revenue | 3,713 |
Total current liabilities of discontinued operations: | 7,416 |
Non-current liabilities of discontinued operations: | |
Lease obligations, net of current | 613 |
Total non-current liabilities of discontinued operations: | 613 |
Total liabilities of discontinued operations | $ 8,029 |
DISCONTINUED OPERATIONS - Gain
DISCONTINUED OPERATIONS - Gain on sale of discontinued operations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on sale of discontinued operations | $ 20,840 |
Disposed by sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Purchase price | 40,000 |
Closing adjustments | (1,467) |
Net book value of assets sold | (6,461) |
Transaction costs | (864) |
Currency translation adjustment reclassified from accumulated other comprehensive loss | (10,368) |
Gain on sale of discontinued operations | $ 20,840 |
BALANCE SHEET COMPONENTS - Acco
BALANCE SHEET COMPONENTS - Accounts Payable And Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
BALANCE SHEET COMPONENTS | ||
Accounts payable | $ 83 | $ 250 |
Accrued compensation and related expenses | 538 | 264 |
Accrued liabilities | 631 | 65 |
Total accounts payable and accrued liabilities | $ 1,252 | $ 579 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - Paycheck Protection Program Loan - USD ($) | Apr. 15, 2020 | May 20, 2021 |
Debt Instrument [Line Items] | ||
Proceeds from PPP loan | $ 318,900 | |
Forgiveness amount of loan, principal | $ 318,900 | |
Forgiveness amount of loan, interest | $ 3,543 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Loans and accrued interest, forgivable period | 56 days | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Loans and accrued interest, forgivable period | 168 days |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income tax expense | $ 0 | $ 0 |
Income before income tax expense | 4,600,000 | 4,600,000 |
Federal NOL | 0 | 0 |
Foreign tax credits carryforwards | $ 3,984,000 | $ 4,493,000 |
Effective income tax rate | 21.00% | 21.00% |
Unrecognized tax benefits | $ 0 | $ 0 |
Excess tax benefit from employee stock plan awards | 0 | $ 0 |
State [Member] | ||
State NOLs | $ 16,200,000 | |
State [Member] | Minimum [Member] | ||
Operating loss carryforwards expiration year | 2022 | |
State [Member] | Maximum [Member] | ||
Operating loss carryforwards expiration year | 2037 |
INCOME TAXES - Pre-tax income (
INCOME TAXES - Pre-tax income (loss) on which the provision for income taxes (Details) - Continuing operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic | $ (3,432) | $ (2,922) |
Total | $ (3,432) | $ (2,922) |
INCOME TAXES - Expense (benefit
INCOME TAXES - Expense (benefit) from continuing operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total tax expense | $ 0 | $ 0 |
Continuing operations | ||
Current Federal | (825) | (581) |
Total Current | (825) | (581) |
Deferred Federal | 825 | 581 |
Total Deferred | $ 825 | $ 581 |
INCOME TAXES - Significant comp
INCOME TAXES - Significant components of our deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Foreign tax credits carryforwards | $ 3,984 | $ 4,493 |
Net operating loss carryforwards - State | 588 | 942 |
Stock compensation | 157 | |
Depreciable assets | 1 | |
Accrued liabilities and reserves | 47 | |
Total deferred tax assets | 4,572 | 5,640 |
Deferred tax liabilities: | ||
Intangibles | (61) | |
Total deferred tax liability | (61) | |
Net deferred tax assets, before valuation allowance | 4,572 | 5,579 |
Valuation allowance | $ (4,572) | (5,079) |
Net deferred tax asset | $ 500 |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
U.S. federal income tax expense at statutory rates | $ (721) | $ (614) |
State income tax expense, net of federal impact | (28) | 7 |
Change in valuation allowance | 825 | 581 |
Permanent differences and other, net | (76) | 26 |
Total tax expense | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | ||
Accrued dividends | $ 0 | $ 0 |
Treasury stock, shares | 178,889 | 178,889 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Anti-takeover provisions period | 3 years |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2018 | Jun. 30, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2016 | Jun. 30, 2013 | Jun. 30, 2010 | Jun. 30, 2007 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 248,000 | $ 221,000 | |||||||||
Grant made during the period | 0 | 0 | |||||||||
Unrecognized compensation costs | $ 0 | ||||||||||
2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Share-based compensation expense | $ 200,000 | $ 200,000 | |||||||||
2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for grant | 600,000 | 500,000 | |||||||||
Employee Stock Purchase Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 550,000 | ||||||||||
Maximum employee subscription rate | 15.00% | ||||||||||
Maximum value of shares per employee | $ 25,000 | ||||||||||
Maximum number of shares per employee | 10,000 | ||||||||||
Purchase price of stock | 85.00% | ||||||||||
Discount on the purchase price of stock option | 15.00% | 15.00% | |||||||||
Cash received from ESPP | $ 0 | $ 0 | |||||||||
Shares issue related to the ESPP | 0 | 0 | |||||||||
Employee stock purchase plan compensation expense | $ 0 | $ 0 | |||||||||
January 2018 Member [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of restricted stock released | 20.00% | ||||||||||
One Year Anniversary Of Offering [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of restricted stock released | 10.00% | 25.00% | |||||||||
Evenly Over Four Years [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Percentage of restricted stock released | 40.00% | ||||||||||
Option [Member] | 2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for grant | 0 | ||||||||||
Shares issued and outstanding | 100,000 | 200,000 | |||||||||
Option [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued and outstanding | 100,000 | 200,000 | |||||||||
Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Forfeiture of restricted stock | 0 | ||||||||||
Restricted Stock [Member] | 2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued and outstanding | 100,000 | 200,000 | |||||||||
Restricted Stock [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued and outstanding | 200,000 | ||||||||||
Stock Incentive Plans [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options granted | 0 | 0 | |||||||||
Fair value of stock awards vested | $ 400,000 | $ 300,000 | |||||||||
Cash received from exercise of stock options | $ 0 | $ 0 | |||||||||
Net settlement exercises | 0 | 0 | |||||||||
Maximum [Member] | 2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 2,000,000 | 1,500,000 | 1,250,000 | 1,000,000 | |||||||
Option expiration period | 10 years | ||||||||||
Maximum [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares authorized | 850,000 | 250,000 | |||||||||
Option expiration period | 10 years | ||||||||||
Maximum [Member] | Employee Stock Purchase Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares available for purchase under ESPP | 100,000 | ||||||||||
Maximum [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares restricted stock vested | $ 200,000 | ||||||||||
Senior Management [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares restricted stock vested | $ 60,000 | $ 30,000 | |||||||||
Forfeiture of restricted stock | 60,000 | ||||||||||
Vested period for stock awards granted | 4 years | ||||||||||
Restricted stock-based compensation expense | $ 200,000 | $ 200,000 | |||||||||
Board [Member] | Restricted Stock [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vested period for stock awards granted | 1 year | ||||||||||
Director [Member] | 2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Director [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
Employees [Member] | 2007 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Employees [Member] | 2016 Stock Plan [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary Of Stock-Based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation | $ 248 | $ 221 |
General And Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation | $ 248 | $ 221 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary Of Restricted Stock Activity (Details) - Restricted Stock [Member] - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Unvested restricted stock, beginning | 63 | 159 |
Less restricted stock vested | (63) | (32) |
Less restricted stock forfeited/expired | (64) | |
Unvested restricted stock, ending | 0 | 63 |
STOCK-BASED COMPENSATION - Su_3
STOCK-BASED COMPENSATION - Summary Of Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
STOCK-BASED COMPENSATION | |||
Number of Shares, Options outstanding at beginning | 343 | 438 | |
Number of Shares, Less options forfeited/cancelled | (56) | (92) | |
Number of Shares,Less options expired | (3) | ||
Number of Shares, Options outstanding at ending | 287 | 343 | 438 |
Number of Shares, Options exercisable at December 31, 2021 | 287 | ||
Weighted-Average Exercise Price, Options outstanding at beginning | $ 5.82 | $ 5.69 | |
Weighted-Average Exercise Price, Less options forfeited/cancelled | 4.31 | 5.29 | |
Weighted-Average Exercise Price, Less options expired | 2.86 | ||
Weighted-Average Exercise Price, Options outstanding at ending | 6.11 | $ 5.82 | $ 5.69 |
Weighted-Average Exercise Price, Options exercisable at December 31, 2021 | $ 6.11 | ||
Weighted-Average Remaining Contractual Term (Years), Options outstanding | 4 years 4 months 13 days | 6 years 6 months 3 days | |
Weighted-Average Remaining Contractual Term (Years), Options exercisable at December 31, 2021 | 4 years 4 months 13 days | 5 years 7 months 13 days |
STOCK-BASED COMPENSATION - Su_4
STOCK-BASED COMPENSATION - Summary Of Stock Option Outstanding By Exercise Price Ranges (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
$4.11 - $4.31 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range Line Items | |
Range of Exercise Prices, Lower Range | $ 4.11 |
Range of Exercise Prices, Upper Range | $ 4.31 |
Stock Options Oustanding, Number of Shares | shares | 7,857 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life(Years) | 3 days |
Stock Options Outstanding, Weighted Exercise Price | $ 4.11 |
Stock Options Exercisable, Number of Shares | shares | 7,857 |
Stock Options Exercisable, Weighted Exercise Price | $ 4.11 |
$4.32 - $4.55 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range Line Items | |
Range of Exercise Prices, Lower Range | 4.32 |
Range of Exercise Prices, Upper Range | $ 4.55 |
Stock Options Oustanding, Number of Shares | shares | 100,000 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life(Years) | 5 years 9 months 29 days |
Stock Options Outstanding, Weighted Exercise Price | $ 4.50 |
Stock Options Exercisable, Number of Shares | shares | 100,000 |
Stock Options Exercisable, Weighted Exercise Price | $ 4.50 |
$4.56 - $4.94 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range Line Items | |
Range of Exercise Prices, Lower Range | 4.56 |
Range of Exercise Prices, Upper Range | $ 4.94 |
Stock Options Oustanding, Number of Shares | shares | 50,000 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life(Years) | 5 years 11 months 1 day |
Stock Options Outstanding, Weighted Exercise Price | $ 4.60 |
Stock Options Exercisable, Number of Shares | shares | 50,000 |
Stock Options Exercisable, Weighted Exercise Price | $ 4.60 |
$4.95 - $8.41 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range Line Items | |
Range of Exercise Prices, Lower Range | 4.95 |
Range of Exercise Prices, Upper Range | $ 8.41 |
Stock Options Oustanding, Number of Shares | shares | 59,551 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life(Years) | 3 years 25 days |
Stock Options Outstanding, Weighted Exercise Price | $ 6.09 |
Stock Options Exercisable, Number of Shares | shares | 59,551 |
Stock Options Exercisable, Weighted Exercise Price | $ 6.09 |
$8.42 - $10.90 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range Line Items | |
Range of Exercise Prices, Lower Range | 8.42 |
Range of Exercise Prices, Upper Range | $ 10.90 |
Stock Options Oustanding, Number of Shares | shares | 69,600 |
Stock Options Outstanding, Weighted Average Remaining Contractual Life(Years) | 2 years 9 months |
Stock Options Outstanding, Weighted Exercise Price | $ 9.75 |
Stock Options Exercisable, Number of Shares | shares | 69,600 |
Stock Options Exercisable, Weighted Exercise Price | $ 9.75 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
BENEFIT PLANS | |
Employer contribution requirement, percentage | 3.00% |
Employer contribution vesting period | 3 years |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock | ||
Shares excluded from the dilutive stock calculation | 0.3 | 0.4 |
EARNINGS PER SHARE - Summary Of
EARNINGS PER SHARE - Summary Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic earnings per common share: | ||
Net loss from continuing operations | $ (3,432) | $ (2,922) |
Net income from discontinued operations | 20,877 | 3,565 |
Net income from discontinued operations | $ 20,877 | $ 3,565 |
Weighted average basic shares outstanding | 12,245 | 12,187 |
Basic loss per common share from continuing operations | $ (0.28) | $ (0.24) |
Basic earnings per common share from discontinued operations | $ 1.70 | $ 0.29 |
Diluted earnings per common share: | ||
Net loss from continuing operations | $ (3,432) | $ (2,922) |
Net income from discontinued operations | 20,877 | 3,565 |
Net income from discontinued operations | $ (3,432) | $ (2,922) |
Weighted average shares outstanding | 12,245 | 12,187 |
Effect of dilutive securities - options and restricted stock | 13 | 84 |
Diluted weighted average shares outstanding | 12,258 | 12,271 |
Diluted loss per common share from continuing operations | $ (0.28) | $ (0.24) |
Diluted earnings per common share from discontinued operations | $ 1.70 | $ 0.29 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Oct. 15, 2019 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||||
Remaining lease terms | 1 year | |||
Short-term lease expense | $ 100,000 | $ 100,000 | ||
Sublease rental income | 0 | 0 | ||
Litigation, amount seeking | $ 3,500,000 | |||
Litigation settlement and mutual general release, amount agreed to pay to the other party | $ 600,000 | |||
Litigation settlement, paid by insurance carrier | $ 300,000 | |||
Indemnification Agreement | Insurance Policy Coverage | ||||
Other Commitments [Line Items] | ||||
Liabilities | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
Percentage of management fee on fair market value of the Assets and performance fee | 2.00% |
Percentage of appreciation of net assets value | 20.00% |