Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34261 | |
Entity Registrant Name | Symbolic Logic, 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 $0.001 per share | |
Trading Symbol | EVOL | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,668,992 | |
Entity Central Index Key | 0001052054 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 16,776 | $ 39,445 |
Prepaid and other current assets | 467 | 106 |
Fixed maturity securities, available for sale, fair value | 4,345 | 0 |
Equity securities, fair value | 6,031 | 0 |
Debt securities, available for sale, fair value | 1,575 | 0 |
Total current assets | 29,194 | 39,551 |
Property and equipment, net | 4 | 4 |
Investments, at cost | 1,000 | 0 |
Total assets | 30,198 | 39,555 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 703 | 1,252 |
Escrow liability | 172 | 0 |
Income taxes payable | 441 | 575 |
Other liabilities | 33 | 0 |
Total current liabilities | 1,349 | 1,827 |
Total liabilities | 1,349 | 1,827 |
Commitments and contingencies (Note 8) | ||
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; 11,110,881 shares issued and 10,668,992 shares outstanding as of September 30, 2022 and 12,437,073 shares issued and 12,258,184 shares outstanding as of December 31, 2021 | 11 | 12 |
Additional paid-in capital | 97,920 | 100,024 |
Treasury stock, 441,889 shares as of September 30, 2022 and 178,889 shares December 31, 2021, at cost | (1,661) | (1,253) |
Accumulated other comprehensive loss | (3,153) | 0 |
Accumulated deficit | (64,268) | (61,055) |
Total stockholders' equity | 28,849 | 37,728 |
Total liabilities and stockholders' equity | $ 30,198 | $ 39,555 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
CONDENSED 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 | 11,110,881 | 12,437,073 |
Common stock, shares outstanding | 10,668,992 | 12,258,184 |
Treasury stock, shares | 441,889 | 178,889 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | ||||
General and administrative | 1,097 | 637 | 3,185 | 2,295 |
Depreciation | 1 | 1 | 2 | 2 |
Total operating expenses | 1,098 | 638 | 3,187 | 2,297 |
Loss from operations | (1,098) | (638) | (3,187) | (2,297) |
Other income (expense) | ||||
Interest income | 517 | 0 | 1,096 | 2 |
Interest expense | 0 | (2) | (2) | (2) |
Other income (expense), net | 93 | 0 | 2 | (1) |
Realized gain on investments, net | 127 | 0 | 521 | 0 |
Unrealized loss on investments, net | (144) | 0 | (1,702) | 0 |
Other income (expense), net | 593 | (2) | (85) | (1) |
Loss from continuing operations before income taxes | (505) | (640) | (3,272) | (2,298) |
Income tax expense (benefit) | 55 | 15 | (10) | 23 |
Net loss from continuing operations | (560) | (655) | (3,262) | (2,321) |
Income from discontinued operations before income taxes | 0 | 1,009 | 0 | 2,925 |
Income tax expense (benefit) from discontinued operations | 0 | 279 | (49) | 492 |
Net income from discontinued operations | 0 | 730 | 49 | 2,433 |
Net (loss) income | $ (560) | $ 75 | $ (3,213) | $ 112 |
Basic loss per common share from continuing operations | $ (0.05) | $ (0.05) | $ (0.28) | $ (0.19) |
Basic earnings per common share from discontinued operations | 0 | 0.06 | 0 | 0.20 |
Diluted loss per common share from continuing operations | (0.05) | (0.05) | (0.28) | (0.19) |
Diluted earnings per common share from discontinued operations | $ 0 | $ 0.06 | $ 0 | $ 0.20 |
Weighted average basic shares outstanding | 10,803 | 12,258 | 11,801 | 12,240 |
Weighted average diluted shares outstanding | 10,803 | 12,258 | 11,801 | 12,258 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||
Net (loss) income | $ (560) | $ 75 | $ (3,213) | $ 112 |
Other comprehensive (loss) | ||||
Foreign currency translation (loss) | 0 | (36) | 0 | (14) |
Unrealized loss on available-for-sale investments | (579) | 0 | (3,153) | 0 |
Comprehensive (loss) income | $ (1,139) | $ 39 | $ (6,366) | $ 98 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 12 | $ 99,776 | $ (1,253) | $ (10,345) | $ (78,500) | $ 9,690 |
Balance (in shares) at Dec. 31, 2020 | 12,195,909 | |||||
Restricted stock vested (in shares) | 61,806 | |||||
Stock-based compensation expense | 242 | 242 | ||||
Net (loss) income | 112 | 112 | ||||
Foreign currency translation loss | (14) | (14) | ||||
Balance at Sep. 30, 2021 | $ 12 | 100,018 | (1,253) | (10,359) | (78,388) | 10,030 |
Balance (in shares) at Sep. 30, 2021 | 12,257,715 | |||||
Balance at Jun. 30, 2021 | $ 12 | 99,990 | (1,253) | (10,323) | (78,463) | 9,963 |
Balance (in shares) at Jun. 30, 2021 | 12,257,246 | |||||
Restricted stock vested (in shares) | 469 | |||||
Stock-based compensation expense | 28 | 28 | ||||
Net (loss) income | 75 | 75 | ||||
Foreign currency translation loss | (36) | (36) | ||||
Balance at Sep. 30, 2021 | $ 12 | 100,018 | (1,253) | (10,359) | (78,388) | 10,030 |
Balance (in shares) at Sep. 30, 2021 | 12,257,715 | |||||
Balance at Dec. 31, 2021 | $ 12 | 100,024 | (1,253) | 0 | (61,055) | $ 37,728 |
Balance (in shares) at Dec. 31, 2021 | 12,258,184 | 12,258,184 | ||||
Restricted stock vested (in shares) | 175,000 | |||||
Stock-based compensation expense | 365 | $ 365 | ||||
Treasury stock acquired | 408 | 408 | ||||
Treasury stock acquired (in shares) | 263,000 | |||||
Retirement of common stock | $ (1) | (2,469) | (2,470) | |||
Retirement of common stock (in shares) | (1,501,192) | |||||
Net (loss) income | (3,213) | (3,213) | ||||
Unrealized loss on available-for-sale investments | (3,153) | (3,153) | ||||
Foreign currency translation loss | 0 | |||||
Balance at Sep. 30, 2022 | $ 11 | 97,920 | (1,661) | (3,153) | (64,268) | $ 28,849 |
Balance (in shares) at Sep. 30, 2022 | 10,668,992 | 10,668,992 | ||||
Balance at Jun. 30, 2022 | $ 11 | 97,760 | (1,253) | (2,574) | (63,708) | $ 30,236 |
Balance (in shares) at Jun. 30, 2022 | 10,831,992 | |||||
Restricted stock vested (in shares) | 100,000,000 | |||||
Stock-based compensation expense | 160 | 160 | ||||
Treasury stock acquired | 408 | 408 | ||||
Treasury stock acquired (in shares) | 263,000 | |||||
Net (loss) income | (560) | (560) | ||||
Unrealized loss on available-for-sale investments | (579) | (579) | ||||
Foreign currency translation loss | 0 | |||||
Balance at Sep. 30, 2022 | $ 11 | $ 97,920 | $ (1,661) | $ (3,153) | $ (64,268) | $ 28,849 |
Balance (in shares) at Sep. 30, 2022 | 10,668,992 | 10,668,992 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (3,213) | $ 112 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation | 2 | 308 |
Amortization of intangible assets | 0 | 717 |
Amortization of operating leases - right of use assets | 0 | 284 |
Stock-based compensation expense | 365 | 242 |
Foreign currency transaction loss, net | 0 | 148 |
Bad debt expense | 0 | 14 |
Provision for deferred income taxes | 0 | (5) |
Loan origination income | (14) | 0 |
Gain on PPP Loan forgiveness | 0 | (319) |
Realized gains on investments | (521) | 0 |
Unrealized losses on investments | 1,702 | 0 |
Change in operating assets and liabilities: | ||
Contract receivables | 0 | 462 |
Unbilled work-in-progress | 0 | (502) |
Prepaid and other assets | (360) | (25) |
Accounts payable and accrued liabilities | 97 | (153) |
Escrow liability | 172 | 0 |
Income taxes receivable | 0 | (417) |
Income taxes payable | (134) | 0 |
Unearned revenue | 0 | 1,015 |
Long-term assets - other | 0 | (256) |
Lease obligations - operating leases | 0 | (285) |
Net cash (used in) provided by operating activities | (1,904) | 1,340 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2) | (316) |
Purchases of investments | (21,484) | 0 |
Proceeds on sale of investments | 4,245 | 0 |
Transaction fees related to prior period disposition | (646) | 0 |
Net cash used in investing activities | (17,887) | (316) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on notes payable | 0 | (143) |
Purchase of treasury stock | (408) | 0 |
Retirement of common stock | (2,470) | 0 |
Net cash used in financing activities | (2,878) | (143) |
Effect of exchange rate changes on cash and cash equivalents | 0 | (63) |
Net (decrease) increase in cash and cash equivalents | (22,669) | 818 |
Cash and cash equivalents at beginning of period | 39,445 | 2,763 |
Cash and cash equivalents at end of period | 16,776 | 3,581 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest paid | 2 | 4 |
Income taxes paid, net of refunds | 82 | 788 |
Deferred loan origination income | 33 | 0 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 0 | $ 370 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Results of the sold subsidiaries are retrospectively reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform to the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 2 “Discontinued Operations” for more information regarding results from discontinued operations. Simultaneously with the approval by the board of directors of the Company to execute the Purchase Agreements, the board formed a subcommittee of the board (the “Investment Committee”) to evaluate options to maximize the value of the Company’s assets, which, following the closing of the transactions contemplated under the Purchase Agreements, consists primarily of cash and cash equivalents. The board of directors has authorized the Investment Committee to retain such counsel, experts, consultants, or other professionals as the Investment Committee shall deem appropriate from time to time to aid the Investment Committee in the performance of its duties. The Company’s directors and executives have an extensive background in mergers and acquisitions (“M&A”) activity. The Company plans to use its cash assets and network of relationships to seek to acquire businesses and/or assets as well as to consider strategic partners. Following the sale of its assets in December 2021, the Company began to evaluate two initial areas of product focus, each of which is in a research-oriented pre-release mode. The two areas of focus relate to the application of self-learning algorithms and the symbolic tagging and organizing of physical objects. The Company continues to selectively seek new opportunities through potential mergers, acquisitions, joint ventures, strategic partnerships, and future product development. The COVID-19 global outbreak caused instability and volatility in multiple markets throughout the world. We have leveraged our ability to work remotely resulting in limited effect on our day-to-day operations. On December 9, 2021, the Company received a letter from the Nasdaq Capital Market (“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 NASDAQ 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. On April 12, 2022, Evolving Systems, Inc. filed with the Secretary of State of Delaware a Certificate of Amendment to amend its Certificate of Incorporation to change the Company’s name from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” effective as of April 12, 2022. The Company also amended and restated its Bylaws to change all Company references from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” No other amendments were made to the Certificate of Incorporation or Bylaws. On April 13, 2022, Symbolic Logic, Inc. f/k/a Evolving Systems, Inc. notified the NASDAQ of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the “Common Stock”), from listing on Nasdaq. The Company filed a Form 25 with the Securities and Exchange Commission (the “SEC”) on Monday, April 25, 2022, relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market. On May 23, 2022, the Company announced a modified Dutch auction tender offer to purchase with cash up to $9.6 million of shares of its common stock which expired on June 23, 2022. Based on the final count by the depositary for the tender offer, a total of 1,501,192 shares of common stock were validly tendered and not validly withdrawn at or below the price of $1.55 per share. The Company accepted all of these shares of common stock for purchase at the purchase price of $1.55 per share, for a total cost of $2.5 million, including $0.2 million in fees and expenses. The total of 1,501,192 shares of common stock accepted for purchase represents approximately 12.2 % of the Company’s total shares of common stock outstanding. During the month of September 2022, the Company through a direct purchase and an open market purchase which were not related to the tender offering conducted in May 2022, acquired an additional 263,000 shares at a purchase price of $1.55 per share, for a total cost of $0.4 million. These shares are currently being held as treasury stock. On August 26, 2022, Matthew Stecker resigned as the Company’s Chief Executive Officer. In connection with the resignation, the Company and Mr. Stecker entered into an agreement that including a release of all claims and certain obligations under his employment agreement and Mr. Stecker received a payment of $0.35 million and accelerated vesting of his 0.1 million shares of unvested restricted stock awards. On the same day, the Company appointed Mr. Igor Volshteyn as its Chief Executive Officer. On October 21, 2022 the Company’s board of directors determined that “going dark” is in the best interest of the Company and its stockholders as a result of the substantial cost savings from the elimination of accounting and other expense related to maintaining its status as a public reporting company, as well as the increased ability of management to focus on core business activities, among other things. The Company therefore plans to affect a suspension of its reporting obligation under the Securities Exchange Act of 1934, as amended, and expects to file a Form 15 with the Securities and Exchange Commission in early January 2023. CCUR Holdings Inc. filed an amended schedule 13D on November 2, 2022, announcing that they have acquired in total 6,982,939 common shares of the Company. This represented 65% beneficial ownership of the outstanding shares of the Company as of the date of the announcement. We believe our current liquidity from our investments and future 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 condensed consolidated financial statements. In making this assessment, we considered our $ 16.8 Interim Condensed Consolidated Financial Statements Use of Estimates statements, as well as the reported amounts of expenses during the reporting period. We made estimates with respect to income tax valuation and fair value of investments and stock-based compensation amounts. Actual results could differ from these estimates. Principles of Consolidation Stock-based Compensation Investments Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3 — Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our fixed maturity securities and debt securities are classified as available-for-sale, and are reported at fair value, with unrealized gains and losses, net of tax, reported in the accompanying condensed consolidated balance sheets in stockholders’ equity as a component of accumulated other comprehensive income or loss. Realized gains or losses on available-for-sale investments are reclassified from other comprehensive income (loss) to net income (loss) in the condensed consolidated statements of operations. Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of unrealized gain on investments, net in the condensed consolidated statements of operations. Investments in equity investments that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any, and any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative. Any adjustments to the carrying value of these investments are recorded in unrealized gain on investments, net in the condensed consolidated statements of operations. Interest on securities is reported in the accompanying condensed consolidated statements of operations in interest income. Dividends paid by securities are reported in the accompanying condensed consolidated statements of operations in other income. Realized gains or losses are reported in the accompanying condensed consolidated statements of operations in net realized gain on investments. The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Fair value at September 30, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 13,799 $ 13,799 $ — $ — Cash and cash equivalents $ 13,799 $ 13,799 $ — $ — Common stock and common stock options $ 6,031 $ 6,031 $ — $ — Equity securities $ 6,031 $ 6,031 $ — $ — Debt securities $ 1,575 $ — $ 1,575 $ — Debt securities $ 1,575 $ — $ 1,575 $ — Corporate bonds $ 4,345 $ — $ 4,345 $ — Fixed maturity securities $ 4,345 $ — $ 4,345 $ — 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. Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (ASC 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently in the process of assessing the impact of this new standard on its consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
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 PartnerOne 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 was payable to the Company as follows: (1) a $37.5 million payment to the Company in cash on the closing date of December 31, 2021 (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 condensed 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 September 30, 2021 presented have been reclassified in the condensed 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 condensed consolidated financial statements. Additionally, the carrying amounts of the assets and liabilities for the entities sold as of December 31, 2021 presented have been reclassified in the condensed consolidated balance sheets. The following table presents the financial results of the discontinued operations: For the Three For the Nine Months Ended Months Ended September 30, September 30, 2021 2021 Revenue $ 6,974 $ 20,428 Costs of revenue (2,081) (6,506) Sales and marketing (1,325) (4,081) General and administrative (603) (1,785) Product development (1,348) (3,936) Depreciation (181) (306) Amortization (239) (717) Restructuring — (61) Interest expense (1) (4) Interest income 3 7 Other income — 288 Foreign currency exchange loss (190) (402) Income tax expense (279) (492) Net income from discontinued operations $ 730 $ 2,433 Cash flow information relating to the discontinued operations for the nine months ended September 30, 2021 is as follows: For the Nine Months Ended September 30, 2021 Operating cash flow data: Depreciation $ 306 Amortization of intangible assets $ 717 Amortization of operating leases — right of use assets $ 284 Provision for deferred income taxes $ (5) Investing cash flow data: Purchases of property and equipment $ (316) |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 9 Months Ended |
Sep. 30, 2022 | |
BALANCE SHEET COMPONENTS | |
BALANCE SHEET COMPONENTS | NOTE 3 — BALANCE SHEET COMPONENTS The components of accounts payable and accrued liabilities are as follows (in thousands): September 30, December 31, 2022 2021 Accounts payable and accrued liabilities: Accounts payable $ 154 $ 83 Accrued compensation and related expenses 20 538 Accrued liabilities 529 631 $ 703 $ 1,252 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 4 — EARNINGS (LOSS) 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 Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Basic earnings (loss) per common share: Net loss from continuing operations $ (560) $ (655) $ (3,262) $ (2,321) Net income from discontinued operations — 730 49 2,433 Basic weighted average shares outstanding 10,803 12,258 11,801 12,240 Basic loss per common share from continuing operations $ (0.05) $ (0.05) $ (0.28) $ (0.19) Basic earnings per common share from discontinued operations $ — $ 0.06 $ — $ 0.20 Diluted earnings (loss) per common share: Net loss from continuing operations $ (560) $ (655) $ (3,262) $ (2,321) Net income from discontinued operations — 730 49 2,433 Weighted average shares outstanding 10,803 12,258 11,801 12,240 Effect of dilutive securities — — — 18 Diluted weighted average shares outstanding 10,803 12,258 11,801 12,258 Diluted loss per common share from continuing operations $ (0.05) $ (0.05) $ (0.28) $ (0.19) Diluted earnings per common share from discontinued operations $ — $ 0.06 $ — $ 0.20 Weighted average options to purchase approximately 0.1 million shares and 0.3 million shares of common stock equivalents for the three and nine months ended September 30, 2022 and 2021, 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. Earnings per share calculations use basic weighted average shares outstanding, when in a net loss position. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2022 | |
INVESTMENTS. | |
INVESTMENTS | NOTE 5 — INVESTMENTS Fixed-Maturity, Debt and Equity Securities Investments On June 13, 2022, the Company entered into a line of credit to loan a counterparty 1,000,000 United States Dollar Coin (“USDC”) for a 30 day period. USDC is fully backed by the United States Dollar (“USD”) and is not subject to market fluctuations, and the Company upon maturity converted the USDC to USD immediately. The loan had interest at a rate of 4.0% per annum and had a term of one month. There was no principal balance of the loan outstanding as of September 30, 2022. On June 14, 2022, the Company entered into a note purchase agreement with a counterparty for $1,575,000 in conjunction with CCUR Holdings, Inc. The note bears interest at a rate of 15.0% per annum and has a term of one year, when payment in full of the outstanding principal balance becomes due. The loan is collateralized by the counterparty’s and its subsidiaries’ assets including cash and intellectual property. If no event of default is outstanding and the counterparty has made all accrued interest payments, the counterparty may extend the term by two additional six-month extension periods. The entire principal balance of the loan was outstanding as of September 30, 2022. The difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category, consisted of the following as of September 30, 2022. There were no investments as of December 31, 2021. Unrealized Unrealized Cost Gains Losses Fair Value Equity securities Common stock and common stock options $ 7,733 $ 90 $ (1,792) $ 6,031 Total equity securities $ 7,733 $ 90 $ (1,792) $ 6,031 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Debt securities Available for sale $ 1,575 $ — $ — $ 1,575 Total debt securities $ 1,575 $ — $ — $ 1,575 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Fixed-maturity securities Corporate bonds $ 7,498 $ — $ (3,153) $ 4,345 Total fixed-maturity securities $ 7,498 $ — $ (3,153) $ 4,345 The Company sold equity securities investments for proceeds of $1.2 million, and $3.2 million for the three and nine months ended September 30, 2022, respectively, resulting in realized gains on investments, net of $0.1 million and $0.5 million, respectively. The Company also had unrealized losses on equity securities, net of $0.1 million and $1.7 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, the Company did not consider any of the fixed-maturity securities to be other-than-temporarily impaired. The Company does not intend to sell, nor believe it is more likely than not that the Company will be required to sell, any of the securities in an unrealized loss position. When evaluating investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer, the ability and intent to hold the security to maturity and whether it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Maturities of Debt Securities and Fixed-Maturity Securities Available-for-Sale The amortized cost and fair values of debt securities and fixed-maturity securities available for sale as of September 30, 2022 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Cost Fair Value Due within one year through three years $ 1,575 $ 1,575 Due after three years through five years 7,498 4,345 Due after five years through ten years — — Total debt securities and fixed-maturity securities $ 9,073 $ 5,920 Cost Method Investment In May 2022, the Company purchased a minority equity interest through a private placement in the amount of $1.0 million in BH3 Slate, LLC (“BH3”). As of September 30, 2022, the Company holds a 3.75% ownership interest. Distributions of available cash made by BH3 will first be made to us equal to our interest until the Internal Rate of Return is 8%, second to the manager until their Internal Rate of Return is 5%, and thereafter with 75% going to member and 25% to the manager. There were no indicators of impairment during the three and nine months ended September 30, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 6 — STOCK-BASED COMPENSATION We recognized $0.2 million and less than $0.1 million of compensation expense within general and administrative expense in the condensed consolidated statements of operations, with respect to our stock-based compensation plans for the three months ended September 30, 2022 and 2021, respectively. We recognized $0.4 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively. Stock Incentive Plans At September 30, 2022 and December 31, 2021, no shares were available for grant under the 2007 Stock Plan, as amended. At September 30, 2022 and December 31, 2021, 0.03 million options and no restricted shares, and 0.1 million options and no restricted shares were issued and outstanding under the 2007 Stock Plan as amended, respectively. At September 30, 2022 and December 31, 2021, there were approximately 0.4 million and 0.6 million shares available for grant under the 2016 Stock Plan, respectively. At September 30, 2022 0.1 million options and 0.1 million restricted shares were outstanding. At December 31, 2021, 0.1 million options and no restricted shares were issued and outstanding under the 2016 Stock Plan. The fair 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 restricted shares for stock awards vest in three tranches: the first tranche vests immediately; and the second and third tranches vest over the following two years for senior management and the board of directors. The following is a summary of restricted stock activity under the plans for the nine months ended September 30, 2022: Restricted Stock Number of Shares (in thousands) Unvested restricted stock at January 1, 2022 — Add restricted stock granted 225 Less restricted stock vested (175) Less restricted stock forfeited/expired — Unvested restricted stock at September 30, 2022 50 The following is a summary of stock option activity under the plans for the nine months ended September 30, 2022: 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, 2022 287 $ 6.11 4.10 $ — Less options forfeited/cancelled (205) 4.11 — — Less options expired — — — — Options outstanding at September 30, 2022 82 $ 5.71 4.10 $ — Options exercisable at September 30, 2022 82 $ 5.71 4.10 — There were 225,000 restricted shares granted and no stock options granted during the nine months ended September 30, 2022, and no restricted stock awards or options |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 — INCOME TAXES The income tax provision for the fiscal year ending December 31, 2022 interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, primarily related to unrealized gains. At September 30, 2022 the Company is currently estimating an annual effective tax rate of approximately 0.63%, resulting in a net tax benefit from continuing operations of less than $0.1 million for the nine months ended September 30, 2022. The Company recorded a tax expense of less than $0.1 million from continuing operations for the nine months ended September 30, 2021. For the nine months ended September 30, 2022, the Company recorded a less than $0.1 million income tax benefit from discontinued operations and recorded $0.5 million in tax expense from discontinued operations for the nine months ended September 30, 2021. For the three months ended September 30, 2022, we recorded $0.1 million in net tax expense from continuing operations due to adjustment of annual effective tax rate. For the three months ended September 30, 2021, we recorded less than $0.1 million in net tax expense from continuing operations. The Company recorded $0.3 million in net tax expense from discontinued operations for the three months ended September 30, 2021. The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA was a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently completed three-year period exceeds $1.0 billion and a 1% excise tax on share repurchases. This is effective for tax year beginning after December 31, 2022. We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have material impact on our reported results, cash flows or financial position when it becomes effective. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors. The Company and its subsidiaries are subject to U.S. Federal income tax, as well as income tax of multiple state jurisdictions. As of September 30, 2022, the Company is subject to U.S. Federal income tax examinations for the years 2018 through 2020 and income tax examinations from various other jurisdictions for the years 2016 through 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — 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. Total rent expense consisted of short-term lease expense of less than $0.1 million for the three and nine months ended September 30, 2022 and 2021, respectively. There was no sublease rental income for the three and nine months ended September 30, 2022 and 2021. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We did not have leases that had terms of greater than 12 months as of September 30, 2022 and December 31, 2021. (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 September 30, 2022 or December 31, 2021. We enter into standard indemnification terms with outside consultants, in the course of business, for third party claims arising under our contracts. Depending upon the nature of the indemnification, the potential amount of future payments we could be required to make under these indemnification agreements may be unlimited. We have never incurred costs to defend lawsuits or settle claims relating to an indemnification. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of September 30, 2022 or December 31, 2021. 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 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 management fee and performance fee may be paid through the issuance of stock appreciation rights of the Company’s common stock or in cash payment to the Manager. 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 related expense is included in general and administrative expenses on the unaudited consolidated statements of operations of $0.5 million which is approximately 0.3 million stock appreciation rights. The Manager shall be responsible for all of its operating expenses. The Management Agreement may be terminated by either party upon thirty days written notice. No stock appreciation rights have been exercised in the nine months ended September 30, 2022. (c) From time to time, we are involved in various legal matters arising in the normal course of business. We do not expect the outcome of such proceedings, either individually or in the aggregate, to have a material effect on our financial position, cash flows or results of operations. 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 (expense) income, net, on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2021. (d) Paycheck Protection Program Loan On April 15, 2020, the Company received loan proceeds in the amount of $0.3 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides 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 are forgivable after a period of eight to twenty-four weeks as long as the borrower uses 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”) forgave the full amount of PPP loan on May 20, 2021. We recorded the forgiveness amount as other income. We had used the loan proceeds for purposes consistent with the PPP, including paying for Company wages. (e) Potential Claim on Escrow Account The Company has been served notice by the Purchasers making a claim for indemnification under the Equity Purchase Agreement related to a failure to file returns, make required remittances, and pay taxes to the Irish Revenue Service with respect to an employee for pre-closing periods. The Company has recorded a liability in the amount of $0.2 million related to the employer burden which had not been remitted. The Purchasers have claimed additional taxes and fees in a range of $0.7 million to $1.5 million based on their calculations. The Company has objected to the release of any funds related to the claim until the final amount can be properly calculated and agreed upon by the parties. The Company intends to defend this matter rigorously and any additional amounts in the claim are not estimable or determinable at this time. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization Results of the sold subsidiaries are retrospectively reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform to the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 2 “Discontinued Operations” for more information regarding results from discontinued operations. Simultaneously with the approval by the board of directors of the Company to execute the Purchase Agreements, the board formed a subcommittee of the board (the “Investment Committee”) to evaluate options to maximize the value of the Company’s assets, which, following the closing of the transactions contemplated under the Purchase Agreements, consists primarily of cash and cash equivalents. The board of directors has authorized the Investment Committee to retain such counsel, experts, consultants, or other professionals as the Investment Committee shall deem appropriate from time to time to aid the Investment Committee in the performance of its duties. The Company’s directors and executives have an extensive background in mergers and acquisitions (“M&A”) activity. The Company plans to use its cash assets and network of relationships to seek to acquire businesses and/or assets as well as to consider strategic partners. Following the sale of its assets in December 2021, the Company began to evaluate two initial areas of product focus, each of which is in a research-oriented pre-release mode. The two areas of focus relate to the application of self-learning algorithms and the symbolic tagging and organizing of physical objects. The Company continues to selectively seek new opportunities through potential mergers, acquisitions, joint ventures, strategic partnerships, and future product development. The COVID-19 global outbreak caused instability and volatility in multiple markets throughout the world. We have leveraged our ability to work remotely resulting in limited effect on our day-to-day operations. On December 9, 2021, the Company received a letter from the Nasdaq Capital Market (“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 NASDAQ 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. On April 12, 2022, Evolving Systems, Inc. filed with the Secretary of State of Delaware a Certificate of Amendment to amend its Certificate of Incorporation to change the Company’s name from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” effective as of April 12, 2022. The Company also amended and restated its Bylaws to change all Company references from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” No other amendments were made to the Certificate of Incorporation or Bylaws. On April 13, 2022, Symbolic Logic, Inc. f/k/a Evolving Systems, Inc. notified the NASDAQ of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the “Common Stock”), from listing on Nasdaq. The Company filed a Form 25 with the Securities and Exchange Commission (the “SEC”) on Monday, April 25, 2022, relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market. On May 23, 2022, the Company announced a modified Dutch auction tender offer to purchase with cash up to $9.6 million of shares of its common stock which expired on June 23, 2022. Based on the final count by the depositary for the tender offer, a total of 1,501,192 shares of common stock were validly tendered and not validly withdrawn at or below the price of $1.55 per share. The Company accepted all of these shares of common stock for purchase at the purchase price of $1.55 per share, for a total cost of $2.5 million, including $0.2 million in fees and expenses. The total of 1,501,192 shares of common stock accepted for purchase represents approximately 12.2 % of the Company’s total shares of common stock outstanding. During the month of September 2022, the Company through a direct purchase and an open market purchase which were not related to the tender offering conducted in May 2022, acquired an additional 263,000 shares at a purchase price of $1.55 per share, for a total cost of $0.4 million. These shares are currently being held as treasury stock. On August 26, 2022, Matthew Stecker resigned as the Company’s Chief Executive Officer. In connection with the resignation, the Company and Mr. Stecker entered into an agreement that including a release of all claims and certain obligations under his employment agreement and Mr. Stecker received a payment of $0.35 million and accelerated vesting of his 0.1 million shares of unvested restricted stock awards. On the same day, the Company appointed Mr. Igor Volshteyn as its Chief Executive Officer. On October 21, 2022 the Company’s board of directors determined that “going dark” is in the best interest of the Company and its stockholders as a result of the substantial cost savings from the elimination of accounting and other expense related to maintaining its status as a public reporting company, as well as the increased ability of management to focus on core business activities, among other things. The Company therefore plans to affect a suspension of its reporting obligation under the Securities Exchange Act of 1934, as amended, and expects to file a Form 15 with the Securities and Exchange Commission in early January 2023. CCUR Holdings Inc. filed an amended schedule 13D on November 2, 2022, announcing that they have acquired in total 6,982,939 common shares of the Company. This represented 65% beneficial ownership of the outstanding shares of the Company as of the date of the announcement. We believe our current liquidity from our investments and future 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 condensed consolidated financial statements. In making this assessment, we considered our $ 16.8 |
Interim Condensed Consolidated Financial Statements | Interim Condensed Consolidated Financial Statements |
Use of Estimates | Use of Estimates statements, as well as the reported amounts of expenses during the reporting period. We made estimates with respect to income tax valuation and fair value of investments and stock-based compensation amounts. Actual results could differ from these estimates. |
Principles of Consolidation | Principles of Consolidation |
Stock-based Compensation | Stock-based Compensation |
Investments | Investments |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3 — Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our fixed maturity securities and debt securities are classified as available-for-sale, and are reported at fair value, with unrealized gains and losses, net of tax, reported in the accompanying condensed consolidated balance sheets in stockholders’ equity as a component of accumulated other comprehensive income or loss. Realized gains or losses on available-for-sale investments are reclassified from other comprehensive income (loss) to net income (loss) in the condensed consolidated statements of operations. Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of unrealized gain on investments, net in the condensed consolidated statements of operations. Investments in equity investments that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any, and any changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative. Any adjustments to the carrying value of these investments are recorded in unrealized gain on investments, net in the condensed consolidated statements of operations. Interest on securities is reported in the accompanying condensed consolidated statements of operations in interest income. Dividends paid by securities are reported in the accompanying condensed consolidated statements of operations in other income. Realized gains or losses are reported in the accompanying condensed consolidated statements of operations in net realized gain on investments. The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Fair value at September 30, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 13,799 $ 13,799 $ — $ — Cash and cash equivalents $ 13,799 $ 13,799 $ — $ — Common stock and common stock options $ 6,031 $ 6,031 $ — $ — Equity securities $ 6,031 $ 6,031 $ — $ — Debt securities $ 1,575 $ — $ 1,575 $ — Debt securities $ 1,575 $ — $ 1,575 $ — Corporate bonds $ 4,345 $ — $ 4,345 $ — Fixed maturity securities $ 4,345 $ — $ 4,345 $ — |
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. |
Recently Adopted And Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (ASC 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new standard clarifies that a contractual restriction on the sale of an equity security should not be considered in measuring the fair value of the security. The new standard also requires certain disclosures related to equity securities with contractual sale restrictions. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The standard should be applied prospectively. The Company is currently in the process of assessing the impact of this new standard on its consolidated financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of fair value hierarchy for those assets and liabilities the company measured at fair value on a recurring basis | Fair value at September 30, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 13,799 $ 13,799 $ — $ — Cash and cash equivalents $ 13,799 $ 13,799 $ — $ — Common stock and common stock options $ 6,031 $ 6,031 $ — $ — Equity securities $ 6,031 $ 6,031 $ — $ — Debt securities $ 1,575 $ — $ 1,575 $ — Debt securities $ 1,575 $ — $ 1,575 $ — Corporate bonds $ 4,345 $ — $ 4,345 $ — Fixed maturity securities $ 4,345 $ — $ 4,345 $ — |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DISCONTINUED OPERATIONS | |
Summary of financial results of the discontinued operations | For the Three For the Nine Months Ended Months Ended September 30, September 30, 2021 2021 Revenue $ 6,974 $ 20,428 Costs of revenue (2,081) (6,506) Sales and marketing (1,325) (4,081) General and administrative (603) (1,785) Product development (1,348) (3,936) Depreciation (181) (306) Amortization (239) (717) Restructuring — (61) Interest expense (1) (4) Interest income 3 7 Other income — 288 Foreign currency exchange loss (190) (402) Income tax expense (279) (492) Net income from discontinued operations $ 730 $ 2,433 |
Summary of cash flow information relating to the discontinued operations | For the Nine Months Ended September 30, 2021 Operating cash flow data: Depreciation $ 306 Amortization of intangible assets $ 717 Amortization of operating leases — right of use assets $ 284 Provision for deferred income taxes $ (5) Investing cash flow data: Purchases of property and equipment $ (316) |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
BALANCE SHEET COMPONENTS | |
Summary of accounts payable and accrued liabilities | September 30, December 31, 2022 2021 Accounts payable and accrued liabilities: Accounts payable $ 154 $ 83 Accrued compensation and related expenses 20 538 Accrued liabilities 529 631 $ 703 $ 1,252 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
EARNINGS (LOSS) PER SHARE | |
Summary of reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Basic earnings (loss) per common share: Net loss from continuing operations $ (560) $ (655) $ (3,262) $ (2,321) Net income from discontinued operations — 730 49 2,433 Basic weighted average shares outstanding 10,803 12,258 11,801 12,240 Basic loss per common share from continuing operations $ (0.05) $ (0.05) $ (0.28) $ (0.19) Basic earnings per common share from discontinued operations $ — $ 0.06 $ — $ 0.20 Diluted earnings (loss) per common share: Net loss from continuing operations $ (560) $ (655) $ (3,262) $ (2,321) Net income from discontinued operations — 730 49 2,433 Weighted average shares outstanding 10,803 12,258 11,801 12,240 Effect of dilutive securities — — — 18 Diluted weighted average shares outstanding 10,803 12,258 11,801 12,258 Diluted loss per common share from continuing operations $ (0.05) $ (0.05) $ (0.28) $ (0.19) Diluted earnings per common share from discontinued operations $ — $ 0.06 $ — $ 0.20 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INVESTMENTS. | |
Summary of difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category | Unrealized Unrealized Cost Gains Losses Fair Value Equity securities Common stock and common stock options $ 7,733 $ 90 $ (1,792) $ 6,031 Total equity securities $ 7,733 $ 90 $ (1,792) $ 6,031 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Debt securities Available for sale $ 1,575 $ — $ — $ 1,575 Total debt securities $ 1,575 $ — $ — $ 1,575 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Fixed-maturity securities Corporate bonds $ 7,498 $ — $ (3,153) $ 4,345 Total fixed-maturity securities $ 7,498 $ — $ (3,153) $ 4,345 |
Summary of amortized cost and fair values of debt securities and fixed-maturity securities available for sale | Amortized Cost Fair Value Due within one year through three years $ 1,575 $ 1,575 Due after three years through five years 7,498 4,345 Due after five years through ten years — — Total debt securities and fixed-maturity securities $ 9,073 $ 5,920 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
STOCK-BASED COMPENSATION | |
'Summary of restricted stock activity | Restricted Stock Number of Shares (in thousands) Unvested restricted stock at January 1, 2022 — Add restricted stock granted 225 Less restricted stock vested (175) Less restricted stock forfeited/expired — Unvested restricted stock at September 30, 2022 50 |
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, 2022 287 $ 6.11 4.10 $ — Less options forfeited/cancelled (205) 4.11 — — Less options expired — — — — Options outstanding at September 30, 2022 82 $ 5.71 4.10 $ — Options exercisable at September 30, 2022 82 $ 5.71 4.10 — |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Nov. 02, 2022 shares | Aug. 26, 2022 USD ($) shares | May 23, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) agreement $ / shares | Apr. 13, 2022 $ / shares | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Share repurchase authorized amount | $ 9,600,000 | ||||||||
Number of shares repurchased | shares | 1,501,192 | ||||||||
Number of shares purchased | shares | 263,000 | ||||||||
Shares purchased | $ 400,000 | $ 408,000 | $ 408,000 | ||||||
Price per share | $ / shares | $ 1.55 | $ 1.55 | |||||||
Total cost of repurchases excluding fees and expenses | $ 2,500,000 | 2,470,000 | $ 0 | ||||||
Stock-based compensation expense | $ 200,000 | $ 365,000 | $ 242,000 | ||||||
Retired shares as percentage of total shares of common stock outstanding | 12.20% | ||||||||
Number of shares sold | shares | 300,000 | ||||||||
Mr. Stecker | |||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Payment of claims and obligations | $ 350,000 | ||||||||
Restricted Stock | |||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Accelerated vesting of unvested stock awards | shares | 100,000 | 175,000 | |||||||
Subsequent Event | CCUR Holdings Inc. | |||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
Number of shares sold | shares | 6,982,939 | ||||||||
Beneficial ownership percentage | 65% | ||||||||
Disposed by sale | |||||||||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||
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_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value hierarchy for those assets and liabilities the company measured at fair value on a recurring basis (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | $ 16,776,000 | $ 39,445,000 |
Working capital | 27,800,000 | |
Cost method investment | 1,000,000 | |
Assets | ||
Debt securities | 1,575,000 | $ 0 |
Recurring | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 13,799,000 | |
Assets | ||
Equity securities | 6,031,000 | |
Corporate bonds | 4,345,000 | |
Fixed maturity securities | 4,345,000 | |
Recurring | Money market funds | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 13,799,000 | |
Recurring | Common stock and common stock options | ||
Assets | ||
Equity securities | 6,031,000 | |
Recurring | Debt securities. | ||
Assets | ||
Debt securities | 1,575,000 | |
Recurring | Level 1 | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 13,799,000 | |
Assets | ||
Equity securities | 6,031,000 | |
Corporate bonds | 0 | |
Fixed maturity securities | 0 | |
Recurring | Level 1 | Money market funds | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 13,799,000 | |
Recurring | Level 1 | Common stock and common stock options | ||
Assets | ||
Equity securities | 6,031,000 | |
Recurring | Level 1 | Debt securities. | ||
Assets | ||
Debt securities | 0 | |
Recurring | Level 2 | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 0 | |
Assets | ||
Equity securities | 0 | |
Corporate bonds | 4,345,000 | |
Fixed maturity securities | 4,345,000 | |
Recurring | Level 2 | Money market funds | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 0 | |
Recurring | Level 2 | Common stock and common stock options | ||
Assets | ||
Equity securities | 0 | |
Recurring | Level 2 | Debt securities. | ||
Assets | ||
Debt securities | 1,575,000 | |
Recurring | Level 3 | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 0 | |
Assets | ||
Equity securities | 0 | |
Corporate bonds | 0 | |
Fixed maturity securities | 0 | |
Recurring | Level 3 | Money market funds | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Cash and cash equivalents | 0 | |
Recurring | Level 3 | Common stock and common stock options | ||
Assets | ||
Equity securities | 0 | |
Recurring | Level 3 | Debt securities. | ||
Assets | ||
Debt securities | $ 0 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Disposed by sale | 12 Months Ended |
Dec. 31, 2021 USD ($) agreement | |
DISCONTINUED OPERATIONS | |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Financial results of the discontinued operations | ||||
Income tax expense | $ 0 | $ (279) | $ 49 | $ (492) |
Net income from discontinued operations | $ 0 | 730 | $ 49 | 2,433 |
Disposed by sale | ||||
Financial results of the discontinued operations | ||||
Revenue | 6,974 | 20,428 | ||
Costs of revenue | (2,081) | (6,506) | ||
Sales and marketing | (1,325) | (4,081) | ||
General and administrative | (603) | (1,785) | ||
Product development | (1,348) | (3,936) | ||
Depreciation | (181) | (306) | ||
Amortization | (239) | (717) | ||
Restructuring | 0 | (61) | ||
Interest expense | (1) | (4) | ||
Interest income | 3 | 7 | ||
Other income | 0 | 288 | ||
Foreign currency exchange loss | (190) | (402) | ||
Income tax expense | (279) | (492) | ||
Net income from discontinued operations | $ 730 | $ 2,433 |
DISCONTINUED OPERATIONS - Non c
DISCONTINUED OPERATIONS - Non cash items and capital expenditures for the discontinued operations (Details) - Disposed by sale - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating cash flow data: | ||
Depreciation | $ 181 | $ 306 |
Amortization of intangible assets | $ 239 | 717 |
Amortization of operating leases - right of use assets | 284 | |
Provision for deferred income taxes | (5) | |
Investing cash flow data: | ||
Purchases of property and equipment | $ (316) |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
BALANCE SHEET COMPONENTS | ||
Accounts payable | $ 154 | $ 83 |
Accrued compensation and related expenses | 20 | 538 |
Accrued liabilities | 529 | 631 |
Total accounts payable and accrued liabilities | $ 703 | $ 1,252 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock | ||||
EARNINGS (LOSS) PER SHARE | ||||
Shares excluded from the dilutive stock calculation | 0.1 | 0.3 | 0.1 | 0.3 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic earnings (loss) per common share: | ||||
Net loss from continuing operations | $ (560) | $ (655) | $ (3,262) | $ (2,321) |
Net income from discontinued operations | $ 730 | $ 49 | $ 2,433 | |
Weighted average basic shares outstanding | 10,803 | 12,258 | 11,801 | 12,240 |
Basic loss per common share from continuing operations | $ (0.05) | $ (0.05) | $ (0.28) | $ (0.19) |
Basic earnings per common share from discontinued operations | $ 0 | $ 0.06 | $ 0 | $ 0.20 |
Diluted earnings (loss) per common share: | ||||
Net loss from continuing operations | $ (560) | $ (655) | $ (3,262) | $ (2,321) |
Net income from discontinued operations | $ 730 | $ 49 | $ 2,433 | |
Weighted average shares outstanding | 10,803 | 12,258 | 11,801 | 12,240 |
Effect of dilutive securities | 0 | 0 | 0 | 18 |
Diluted weighted average shares outstanding | 10,803 | 12,258 | 11,801 | 12,258 |
Diluted loss per common share from continuing operations | $ (0.05) | $ (0.05) | $ (0.28) | $ (0.19) |
Diluted earnings per common share from discontinued operations | $ 0 | $ 0.06 | $ 0 | $ 0.20 |
INVESTMENTS - Difference betwee
INVESTMENTS - Difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Equity securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Cost | $ 7,733 |
Unrealized Gains | 90 |
Unrealized Losses | (1,792) |
Fair Value | 6,031 |
Debt securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Amortized Cost | 1,575 |
Unrealized Gains | 0 |
Unrealized Losses | 0 |
Fair Value | 1,575 |
Fixed-maturity securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Amortized Cost | 7,498 |
Unrealized Gains | 0 |
Unrealized Losses | (3,153) |
Fair Value | 4,345 |
Common stock and common stock options | Equity securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Cost | 7,733 |
Unrealized Gains | 90 |
Unrealized Losses | (1,792) |
Fair Value | 6,031 |
Available for sale | Debt securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Amortized Cost | 1,575 |
Unrealized Gains | 0 |
Unrealized Losses | 0 |
Fair Value | 1,575 |
Corporate bonds | Fixed-maturity securities | |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | |
Amortized Cost | 7,498 |
Unrealized Gains | 0 |
Unrealized Losses | (3,153) |
Fair Value | $ 4,345 |
INVESTMENTS - Maturities of Deb
INVESTMENTS - Maturities of Debt Securities and Fixed-Maturity Securities Available-for-Sale (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Amortized Cost | |
Due within one year through three years | $ 1,575 |
Due after three years through five years | 7,498 |
Due after five years through ten years | 0 |
Total debt securities and fixed-maturity securities | 9,073 |
Fair Value | |
Due within one year through three years | 1,575 |
Due after three years through five years | 4,345 |
Due after five years through ten years | 0 |
Total debt securities and fixed-maturity securities | $ 5,920 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jun. 14, 2022 USD ($) item | Jun. 13, 2022 USD ($) | May 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Investments | $ 0 | |||||
Payments to acquire investments | $ 1,575,000 | $ 1,000,000 | ||||
Interest rate per annum | 15% | 4% | ||||
Term of investments | 1 year | 1 month | ||||
Number of additional term options | item | 2 | |||||
Extension period | 6 months | |||||
Proceeds from sale of investments | $ 1,200 | $ 3,200 | ||||
Realized gains on sale of investments, net | 100 | 500 | ||||
Unrealized loss on equity securities, net | $ 100 | $ 1,700 | ||||
Payments to acquire cost method investments | $ 1,000 | |||||
Ownership interest held | 3.75% | |||||
Distributions of available cash to manager | 25% | |||||
Until the Internal Rate of Return is 8% | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Internal rate of return | 8% | |||||
Until the Internal Rate of Return is 5% | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Internal rate of return | 5% | |||||
Thereafter | ||||||
Debt and Equity Securities, FV-NI [Line Items] | ||||||
Distributions of available cash | 75% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |||||
Stock options granted | 0 | 0 | |||
General and administrative expense | |||||
STOCK-BASED COMPENSATION | |||||
Share-based compensation expense | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.2 | |
2007 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Shares available for grant | 0 | 0 | 0 | ||
2016 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Shares available for grant | 400,000 | 400,000 | 600,000 | ||
Number of restricted shares | 100,000 | 100,000 | |||
Option | 2007 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Shares issued and outstanding | 30,000 | 30,000 | 100,000 | ||
Option | 2016 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Shares issued and outstanding | 100,000 | 100,000 | 100,000 | ||
Restricted shares | |||||
STOCK-BASED COMPENSATION | |||||
Number of restricted shares | $ 0.4 | ||||
Grant made during the period | 0 | ||||
Number of shares restricted stock forfeited | 0 | ||||
Number of restricted shares granted | 225,000 | 0 | |||
Restricted shares | 2007 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Number of restricted shares | 0 | 0 | 0 | ||
Restricted shares | 2016 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Number of restricted shares | 0 | ||||
Senior Management | 2016 Stock Plan | |||||
STOCK-BASED COMPENSATION | |||||
Vesting period | 2 years |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted stock activity (Details) - Restricted shares - shares | 9 Months Ended | ||
Aug. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |||
Unvested restricted stock, beginning | 0 | ||
Add restricted stock granted | 225,000 | 0 | |
Less restricted stock vested | (100,000) | (175,000) | |
Less restricted stock forfeited/expired | 0 | ||
Unvested restricted stock, ending | 50,000 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |||
Number of Shares, Options outstanding at beginning | 287 | ||
Number of Shares, Less options forfeited/cancelled | (205) | ||
Number of Shares, Less options expired | 0 | ||
Number of Shares, Options outstanding at ending | 82 | 287 | |
Number of Shares, Options exercisable at March 31, 2022 | 82 | ||
Weighted-Average Exercise Price, Options outstanding at beginning | $ 6.11 | ||
Weighted-Average Exercise Price, Less options forfeited/cancelled | 4.11 | ||
Weighted-Average Exercise Price, Less options expired | 0 | ||
Weighted-Average Exercise Price, Options outstanding at ending | 5.71 | $ 6.11 | |
Weighted-Average Exercise Price, Options exercisable | $ 5.71 | ||
Weighted-Average Remaining Contractual Term (Years), Options outstanding | 4 years 1 month 6 days | 4 years 1 month 6 days | |
Weighted-Average Remaining Contractual Term (Years), Options exercisable | 4 years 1 month 6 days | ||
Aggregate Intrinsic Value, Options outstanding at beginning | $ 0 | ||
Aggregate Intrinsic Value, Options outstanding at ending | 0 | $ 0 | |
Aggregate Intrinsic Value, Options exercisable | $ 0 | ||
Stock options granted | 0 | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES | ||||
Annual effective tax rate | 0.63% | |||
Income tax expense (benefit) from discontinued operations | $ 0 | $ 279 | $ (49) | $ 492 |
Tax expense (benefit) from continuing operations | $ 100 | |||
Corporate alternative minimum tax percentage under IRA Act | 15% | |||
Minimum average annual adjusted financial statement income under IRA Act | $ 1,000,000 | |||
Percentage of excise tax on share repurchases under IRA Act | 1% | |||
Period for calculating average annual adjusted financial statement income under IRA Act | 3 years | |||
Maximum | ||||
INCOME TAXES | ||||
Income tax expense (benefit) from discontinued operations | $ (100) | |||
Tax expense (benefit) from continuing operations | $ 100 | $ (100) | $ 100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 15, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Apr. 15, 2020 | |
COMMITMENTS AND CONTINGENCIES | |||||||
Short-term lease expense | $ 100 | $ 100 | $ 100 | $ 100 | |||
Sublease rental income | 0 | $ 0 | 0 | 0 | |||
Liabilities | 0 | 0 | $ 0 | ||||
Litigation, amount seeking | $ 3,500 | ||||||
Litigation settlement and mutual general release, amount agreed to pay to the other party | 600 | ||||||
Litigation settlement, paid by insurance carrier | $ 300 | ||||||
Contingent liability | 200 | $ 200 | |||||
Management fee | 2% | ||||||
Assets and performance fee | 20% | ||||||
Related expense, included in general and administrative expense | $ 500 | ||||||
Stock appreciation rights | 300,000 | ||||||
Minimum | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||
Additional employee tax range | 700 | $ 700 | |||||
Maximum | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||
Additional employee tax range | $ 1,500 | $ 1,500 | |||||
Paycheck Protection Program Loan | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||
Proceeds from PPP loan | $ 300 | ||||||
Stock Appreciation Rights (SARs) | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||
Stock appreciation rights | 0 |