Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 11, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | AUDIOEYE INC | |
Entity Central Index Key | 0001362190 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | AEYE | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,150,816 | |
Entity Interactive Data Current | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 2,130,000 | $ 1,972,000 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $63, respectively | 4,024,000 | 2,958,000 |
Unbilled receivables | 160,000 | |
Deferred costs, short term | 184,000 | 183,000 |
Debt issuance costs, net | 27,000 | 137,000 |
Prepaid expenses and other current assets | 200,000 | 198,000 |
Total current assets | 6,565,000 | 5,608,000 |
Property and equipment, net of accumulated depreciation of $159 and $124, respectively | 141,000 | 156,000 |
Right of use assets | 724,000 | 827,000 |
Deferred costs, long term | 123,000 | 145,000 |
Intangible assets, net of accumulated amortization of $4,086 and $3,710, respectively | 1,709,000 | 1,715,000 |
Goodwill | 701,000 | 701,000 |
Total assets | 9,963,000 | 9,152,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,509,000 | 973,000 |
Finance lease liabilities | 60,000 | 52,000 |
Operating lease liabilities | 218,000 | 209,000 |
Warrant liability | 593,000 | 120,000 |
Deferred revenue | 5,078,000 | 5,372,000 |
Total current liabilities | 8,458,000 | 6,726,000 |
Long term liabilities: | ||
Finance lease liabilities | 37,000 | 52,000 |
Operating lease liabilities | 544,000 | 655,000 |
Deferred revenue | 168,000 | 153,000 |
Term loan | 1,302,000 | 0 |
Total liabilities | 10,509,000 | 7,586,000 |
Stockholders' equity: | ||
Preferred stock, value | 0 | 0 |
Common stock, $0.00001 par value, 50,000 shares authorized, 9,113 and 8,877 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 1,000 | 1,000 |
Additional paid-in capital | 52,449,000 | 51,490,000 |
Accumulated deficit | (52,997,000) | (49,926,000) |
Total stockholders'(deficit) equity | (546,000) | 1,566,000 |
Total liabilities and stockholders' (deficit) equity | 9,963,000 | 9,152,000 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, value | $ 1,000 | $ 1,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 0 | $ 63 |
Property plant and equipment, accumulated depreciation | 159 | 124 |
Intangible assets, accumulated amortization | $ 4,086 | $ 3,710 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 9,113,000 | 8,877,000 |
Common Stock, Shares, Outstanding | 9,113,000 | 8,877,000 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 200,000 | 200,000 |
Preferred Stock, Shares Issued | 100,000 | 105,000 |
Preferred Stock, Shares Outstanding | 100,000 | 105,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 5,283 | $ 2,436 | $ 9,544 | $ 4,421 |
Cost of revenue | 1,607 | 1,124 | 2,927 | 2,046 |
Gross profit | 3,676 | 1,312 | 6,617 | 2,375 |
Operating expenses: | ||||
Selling and marketing | 1,705 | 1,345 | 3,523 | 2,658 |
Research and development | 265 | 152 | 598 | 293 |
General and administrative | 2,556 | 1,834 | 4,988 | 3,583 |
Total operating expenses | 4,526 | 3,331 | 9,109 | 6,534 |
Operating loss | (850) | (2,019) | (2,492) | (4,159) |
Other expense: | ||||
Change in fair value of warrant liability | (501) | (473) | ||
Interest expense | (56) | (1) | (106) | (2) |
Total other expense | (557) | (1) | (579) | (2) |
Net loss | (1,407) | (2,020) | (3,071) | (4,161) |
Dividends on Series A Convertible Preferred Stock | (12) | (13) | (26) | (26) |
Net loss available to common stockholders | $ (1,419) | $ (2,033) | $ (3,097) | $ (4,187) |
Net loss per common share-basic and diluted | $ (0.16) | $ (0.27) | $ (0.35) | $ (0.55) |
Weighted average common shares outstanding-basic and diluted | 8,937 | 7,646 | 8,907 | 7,629 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 1 | $ 1 | $ 48,017 | $ (42,144) | $ 5,875 |
Balance (in shares) at Dec. 31, 2018 | 7,580 | 105 | |||
Share-based compensation | 449 | 449 | |||
Common stock issued in exchange for exercise of warrants and options | 42 | 42 | |||
Common stock issued in exchange for exercise of warrants and options (in shares) | 43 | ||||
Net loss | (2,141) | (2,141) | |||
Balance at Mar. 31, 2019 | $ 1 | $ 1 | 48,508 | (44,285) | 4,225 |
Balance (in shares) at Mar. 31, 2019 | 7,623 | 105 | |||
Balance at Dec. 31, 2018 | $ 1 | $ 1 | 48,017 | (42,144) | 5,875 |
Balance (in shares) at Dec. 31, 2018 | 7,580 | 105 | |||
Net loss | (4,161) | ||||
Balance at Jun. 30, 2019 | $ 1 | $ 1 | 48,882 | (46,305) | 2,579 |
Balance (in shares) at Jun. 30, 2019 | 7,656 | 105 | |||
Balance at Mar. 31, 2019 | $ 1 | $ 1 | 48,508 | (44,285) | 4,225 |
Balance (in shares) at Mar. 31, 2019 | 7,623 | 105 | |||
Share-based compensation | 275 | 275 | |||
Common stock issued in exchange for exercise of warrants and options | 99 | 99 | |||
Common stock issued in exchange for exercise of warrants and options (in shares) | 33 | ||||
Net loss | (2,020) | (2,020) | |||
Balance at Jun. 30, 2019 | $ 1 | $ 1 | 48,882 | (46,305) | 2,579 |
Balance (in shares) at Jun. 30, 2019 | 7,656 | 105 | |||
Balance at Dec. 31, 2019 | $ 1 | $ 1 | 51,490 | (49,926) | 1,566 |
Balance (in shares) at Dec. 31, 2019 | 8,877 | 105 | |||
Share-based compensation | 256 | 256 | |||
Net loss | (1,664) | (1,664) | |||
Balance at Mar. 31, 2020 | $ 1 | $ 1 | 51,746 | (51,590) | 158 |
Balance (in shares) at Mar. 31, 2020 | 8,877 | 105 | |||
Balance at Dec. 31, 2019 | $ 1 | $ 1 | 51,490 | (49,926) | 1,566 |
Balance (in shares) at Dec. 31, 2019 | 8,877 | 105 | |||
Net loss | (3,071) | ||||
Balance at Jun. 30, 2020 | $ 1 | $ 1 | 52,449 | (52,997) | (546) |
Balance (in shares) at Jun. 30, 2020 | 9,113 | 100 | |||
Balance at Mar. 31, 2020 | $ 1 | $ 1 | 51,746 | (51,590) | 158 |
Balance (in shares) at Mar. 31, 2020 | 8,877 | 105 | |||
Share-based compensation | 659 | 659 | |||
Common stock issued upon conversion of preferred stock (in Shares) | 14 | (5) | |||
Common stock issued in exchange for exercise of warrants and options on a cashless basis (in shares) | 177 | ||||
Common stock issued in exchange for options exercised on a cash basis | 44 | 44 | |||
Common stock issued in exchange for options exercised on a cash basis (in shares) | 45 | ||||
Net loss | (1,407) | (1,407) | |||
Balance at Jun. 30, 2020 | $ 1 | $ 1 | $ 52,449 | $ (52,997) | $ (546) |
Balance (in shares) at Jun. 30, 2020 | 9,113 | 100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,071,000) | $ (4,161,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 411,000 | 349,000 |
Share-based compensation expense | 915,000 | 724,000 |
Amortization of deferred commission | 111,000 | 108,000 |
Amortization of debt issuance costs | 110,000 | |
Noncash operating lease expense | 103,000 | 117,000 |
Change in fair value of warrant liability | 473,000 | |
Provision for accounts receivable | 30,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,096,000) | (460,000) |
Unbilled receivables | 160,000 | |
Deferred costs | (90,000) | (137,000) |
Prepaid expenses and other current assets | (2,000) | (103,000) |
Accounts payable and accruals | 1,536,000 | 605,000 |
Operating lease liabilities | (102,000) | (117,000) |
Related party payables | 10,000 | |
Deferred revenue | (279,000) | 148,000 |
Related party payables | 10,000 | |
Net cash used in operating activities | (791,000) | (2,917,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (46,000) | |
Software development costs | (370,000) | (97,000) |
Net cash used in investing activities | (370,000) | (143,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from term loan | 1,302,000 | |
Proceeds from exercise of options and warrants | 44,000 | 141,000 |
Repayments of finance leases | (27,000) | (19,000) |
Net cash provided by financing activities | 1,319,000 | 122,000 |
Net increase (decrease) in cash | 158,000 | (2,938,000) |
Cash-beginning of period | 1,972,000 | 5,742,000 |
Cash-end of period | $ 2,130,000 | $ 2,804,000 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2020 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION The accompanying unaudited interim financial statements of AudioEye, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019, as filed with the SEC on March 30, 2020. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Certain information and disclosures normally contained in the audited financial statements as reported in the Company’s Annual Report on Form 10‑K have been condensed or omitted in accordance with theSEC's rules and regulations for interim reporting. Certain prior period amounts have been reclassified to conform to current period classification. Reclassifications had no material effect on prior year net loss, earnings per share, or shareholders' equity. Corporate Information and Background AudioEye, Inc. (“we”, “our” or the “Company”) was incorporated on May 20, 2005 in the state of Delaware. The Company has developed patented, Internet content publication and distribution software that enables conversion of media into accessible formats and allows for real time distribution to end users on any Internet connected device. The Company’s focus is to create more comprehensive access to Internet and other media to all people regardless of their network connection, device, location, or disabilities. The Company is focused on developing innovations in the field of networked and device embedded technology. Our intellectual property is primarily comprised of trade secrets, trademarks, issued, published and pending patent applications, copyrights and technological innovations. We have a patent portfolio comprised of eight issued patents in the United States. We also have two pending patent applications and two international patent applications filed via the Patent Cooperation Treaty (“PCT”) and the European Patent Office. The patents have been extended and cover a period from 2002 through 2026. We have a trademark portfolio comprised of eight United States trademark registrations. Our common stock has been listed on the NASDAQ Capital Market under the symbol “AEYE” since September 4, 2018. Prior to September 4, 2018, our common stock was quoted on the OTCQB and the OTC Bulletin Board beginning on April 15, 2013 under the same symbol. In April 2020, the Company filed a shelf registration statement on Form S-3 with the SEC to register the sale, in future offerings, of up to $7,000,000 in the aggregate of debt securities, common stock, preferred stock, warrants, rights or units consisting of any two or more of such securities. We intend to use the net proceeds of any offering of securities sold by us under the registration statement for general corporate purposes, which may include acquisitions, repayment of debt, capital expenditures and working capital requirements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are presented in "Note 3 - Significant Accounting Policies" in the fiscal year 2019 Annual Report on Form 10-K. Users of financial information for interim periods are encouraged to refer to the footnotes to the consolidated financial statements contained in the Annual Report on Form 10-K when reviewing interim financial results. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to share-based compensation, capitalization of software development costs, and income taxes. Actual results may differ from these estimates. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We determine revenue recognition through the following five steps: · Identify the contract with the customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to the performance obligations in the contract; and · Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from Software as a Service (“SaaS”), which are comprised of subscription fees from customer accounts on the Managed Platform. SaaS (also referred to as “subscription”) revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Certain SaaS fees are invoiced in advanced on an annual, semi-annual, or quarterly basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when the related performance obligations have been satisfied. Non-subscription revenue consists of PDF remediation services and is recognized upon delivery. Consideration payable under these arrangements is based on usage. The following table presents our revenues disaggregated by sales channel: Six months ended June 30, 2020 2019 (in thousands) Direct (Enterprise) $ 5,312 $ 3,287 Indirect (Vertical partners) 4,200 1,134 Other 32 — Total revenues $ 9,544 $ 4,421 The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The table below compares the deferred revenue balance as of June 30, 2020 versus December 31, 2019: June 30, December 31, 2020 2019 (in thousands) Deferred revenue $ 5,246 $ 5,525 As of June 30, 2020, $5,078,000 was classified as short-term deferred revenue and is expected to be recognized over the next twelve months following June 30, 2020. The remaining $168,000 is long-term deferred revenue to be recognized thereafter. In the six-month period ended June 30, 2020 we recognized $3,762,000, or 68%, in revenue from deferred revenues outstanding as of December 31, 2019. The Company had one customer (including affiliates of such customer) which generated 16% and 17% of the Company’s revenue in each of the three and six months ended June 30, 2020, respectively, and 10% and 11% of the Company’s revenue in the three and six months ended June 30, 2019, respectively. At June 30, 2020 and December 31, 2019, the Company had one customer representing 13% and 40%, respectively, of the outstanding accounts receivable. Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commission payments in the period a customer contract is obtained and customer payment is received, and amortizes deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. The table below summarizes the activity within the deferred commission costs account for the six months ended June 30, 2020: December 31, Commission Commission June 30, 2019 Costs Deferred Amortized 2020 (in thousands) Deferred costs, short term $ 183 $ 112 $ (111) $ 184 Deferred costs, long term 145 (22) — 123 Deferred commission costs $ 328 $ 90 $ (111) $ 307 Amortization expense associated with sales commissions was included in selling and marketing expenses on the consolidated statements of operations and totaled $55,000 and $111,000, respectively, for the three- and six-month periods ended June 30, 2020, and $57,000 and $108,000, respectively, for the three- and six-month periods ended June 30, 2019. There were no impairment losses for these capitalized costs for the three and six months ended June 30, 2020 and 2019. Share-Based Compensation The Company periodically issues options, warrants and restricted stock units (“RSUs”) as compensation for services received. The fair value of the award is measured on the grant date. The fair value amount is then recognized as expense over the requisite vesting period during which services are required to be provided in exchange for the award. The fair value of options and warrants awards is measured on the grant date using a Black-Scholes option pricing model, which includes assumptions that are subjective and are generally derived from external (such as risk-free rate of interest) and historical (such as volatility factor, expected term, and forfeiture rates) data. Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards. The fair value of RSUs is based on the market closing price per share on the date of grant. We expense the compensation cost of these awards as the restriction period lapses, which is typically a one- to three-year service period to the Company. In the three- and six-month periods ending June 30, 2020, we awarded 76,192 options, and 339,667 and 354,667 RSUs respectively, to employees, officers and consultants of the of the Company. In the three- and six-month periods ending June 30, 2020, no warrants were issued and no stock compensation expense was incurred. As of June 30, 2020, there was no remaining unamortized stock-based compensation expense related to warrants. The following table summarizes the stock compensation expense for the three and six months ended June 30, 2020 and 2019: Three months ended June 30 Six months ended June 30 2020 2019 2020 2019 (in thousands) Stock Options $ 36 $ 94 $ 121 $ 167 RSUs 623 181 794 557 Total $ 659 $ 275 $ 915 $ 724 As of June 30, 2020, the outstanding unamortized stock compensation expense related to options and RSUs was $921,000 and $2,684,000, respectively, which will be recognized through June 2023. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (i.e., the difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock is computed using the if-converted method, which assumes conversion at the beginning of the year. However, when a net loss exists, no potential common stock equivalents are included in the computation of the diluted per-share amount because the computation would result in an anti-dilutive per-share amount. Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the six months ended June 30, 2020 and 2019 are as follows: 2020 2019 ( in thousands) Preferred stock 287 289 Options to purchase common stock 749 955 Warrants to purchase common stock 283 1,648 Restricted stock units 752 223 Total 2,071 3,115 The following table summarizes the stock options activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2019 965,043 $ 3.70 3.01 759,631 $ 1,666,266 Granted 76,192 7.98 5 — — Exercised (212,428) — — — Forfeited/Expired (79,316) 9.35 — — — Outstanding at June 30, 2020 749,491 $ 4.10 2.69 548,980 $ 4,429,076 The following table summarizes the restricted stock unit activity for the six months ended June 30, 2020: Restricted stock units issued as of December 31, 2019 428,919 Granted 354,667 Forfeited/Canceled (31,214) Total Restricted stock units issued at June 30, 2020 752,372 Vested at June 30, 2020 303,321 Unvested restricted stock units as of June 30, 2020 449,051 The following table summarizes the warrants activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Warrants Exercise Price Term Warrants Outstanding at December 31, 2019 424,708 $ 5.31 0.82 $ 189,450 Granted — — — — Exercised (120,000) 4 — — Forfeited/Expired (22,188) 9.59 — — Outstanding at June 30, 2020 282,520 $ 5.53 0.54 $ 1,263,867 Fair Value Measurements Fair value is an estimate of the exit price, representing the amount that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under U.S. GAAP provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. The Company has no assets measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019. The table below provides information on our liabilities that are measured at fair value on a recurring basis: Fair Value Fair Value Hierarchy (in thousands) Liabilities Warrant liability (1), June 30, 2020 $ 593 Level 3 Warrant liability (1), December 31, 2019 $ 120 Level 3 (1) Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact our financial position, results of operations or disclosures. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU adds, modifies, and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, "Fair Value Measurement." This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not impact our financial position, results of operations or disclosures. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2020 | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of June 30, 2020, the Company had cash and cash equivalents of $2,130,000 and a working capital deficit of $1,893,000. In addition, the Company used actual net cash in operations of $791,000 during the six-month period ended June 30, 2020. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On August 14, 2019, the Company entered into a Loan Agreement (the “Loan Agreement”) with Sero Capital LLC, a stockholder who owns more than 10% of the outstanding shares of common stock of the Company. The beneficial owner of Sero Capital LLC is David Moradi, who became a director of the Company on November 8, 2019. The Loan Agreement provides the Company with an unsecured credit facility under which the Company may borrow up to the aggregate principal amount of $2,000,000. Any advances under the Loan Agreement will bear interest at a per annum rate of 10.0% (subject to increase in the event of a default), which is payable monthly and may, at the Company’s option, be paid either in cash or by the issuance of shares of the Company’s common stock. The term of the Loan Agreement extends through August 14, 2020, subject to earlier termination as provided in the Loan Agreement. No amounts have been drawn under the Loan Agreement as of June 30, 2020. In consideration of the Loan Agreement, the Company issued to Sero Capital LLC a common stock warrant to acquire up to a total of 146,667 shares of the Company’s common stock at an exercise price of $6.00 per share, which exercise price may be paid in cash or, at the election of the holder, in a cashless, or “net,” exercise transaction. The warrant expires on August 14, 2020. On April 15, 2020, the Company entered into an agreement in the amount of $1,302,000 with Liberty Capital Bank (“Term Loan”) pursuant to the Paycheck Protection Program (“PPP”) of the CARES Act, which is administered by the Small Business Administration (“SBA”). The Loan has been funded. Loan interest payments are deferred for six months. The loan has a maturity of two years and an interest rate of 1.0% per annum. The loan is not collateralized and is not personally guaranteed. No fees were charged in connection with the loan. The Company intends to use all proceeds from the Loan to fund payroll and pay for occupancy costs. All or a portion of the Loan may be forgiven upon application by the Company in accordance with the SBA requirements. In April 2020, the Company filed a registration statement on Form S-3 with SEC to register the sale, in future offerings, of up to $7,000,000 in the aggregate of debt securities, common stock, preferred stock, warrants, rights or units consisting of any two or more of such securities. We intend to use the net proceeds of any offering of securities sold under the registration statement or otherwise for general corporate purposes, which may include acquisitions, repayment of debt, capital expenditures and working capital requirements. The Company expects that cash flows from operations will continue to be negative in the near future. The company expects to become cash flow positive, under normal economic circumstances, in 2021. The Company may need to raise additional funds through debt or equity financing if its operating plan doesn’t come to fruition. If the Company is unsuccessful in raising additional financing, it will need to reduce operating costs in the future. Accordingly, the accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
LEASE LIABILITIES AND RIGHT OF
LEASE LIABILITIES AND RIGHT OF USE ASSETS | 6 Months Ended |
Jun. 30, 2020 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | NOTE 4 — LEASE LIABILITIES AND RIGHT OF USE ASSETS We determine whether an arrangement is a lease at inception. Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Finance Leases The Company has finance leases to purchase computer equipment. The amortization expense of the leased equipment is included in depreciation expense. As of June 30, 2020 and December 31, 2019, the Company's outstanding finance lease obligations totaled $97,000 and $104,000, respectively. The effective interest rate of the finance leases is estimated at 6.0% based on the implicit rate in the lease agreements. The following summarizes the right of use assets under finance leases included in property and equipment: June 30, December 31, 2020 2019 (in thousands) Computer equipment $ 177 $ 157 Less: accumulated depreciation (86) (60) $ 91 $ 97 Operating Leases Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since our lease arrangements do not provide an implicit rate, we use our incremental borrowing rate for the expected remaining lease term at commencement date for new leases, or as of January 1, 2019 for existing leases, in determining the present value of future lease payments. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has operating leases for office space in Tucson, Arizona and Marietta, Georgia. The company also leases office in Scottsdale, Arizona from a company controlled by our Executive Chairman, which continues on a month-to-month basis, therefore was not measured under Topic 842. In addition, the Company entered into membership agreements to occupy shared office space in New York and Portland, Oregon. The membership agreements do not qualify as a lease under ASC 842 as the owner has substantive substitution rights, therefore the Company recognizes expenses membership fees as incurred. In addition, the membership agreement for the New York office continues on a month-to-month basis. See Note 11 - Commitments and Contingencies for further details on our shared office arrangements. The Company has made operating lease payments in the amount of $127,000 during the six months ended June 30, 2020. The following summarizes the total lease liabilities and remaining future minimum lease payments at June 30, 2020 (in thousands): Year ending December 31, Finance Leases Operating Leases Total 2020 $ 33 $ 128 $ 161 2021 52 262 314 2022 17 257 274 2023 1 118 119 2024 — 81 81 Total minimum lease payments 103 846 949 Less: present value discount (6) (84) (90) Total lease liabilities 97 762 859 Current portion of lease liabilities 60 218 278 Long term portion of lease liabilities $ 37 $ 544 $ 581 The following summarizes lease expenses for the six months ended June 30, 2020 (in thousands): Finance lease expenses: Depreciation expense $ 26 Interest on lease liabilities 3 Total Finance lease expense 29 Operating lease expense 128 Short-term lease and related expenses 64 Total lease expenses $ 221 The following table provides information about the remaining lease terms and discount rates applied as of June 30, 2020: Weighted average remaining lease term (years) Operating Leases Finance Leases Weighted average discount rate (%) Operating Leases Finance Leases |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2020 | |
DEBT | |
DEBT | NOTE 5 — DEBT Related party credit facility On August 14, 2019, the Company entered into a Loan Agreement (the “Loan Agreement”) with Sero Capital LLC, a stockholder who owns more than 10% of the outstanding shares of common stock of the Company. The beneficial owner of Sero Capital LLC is David Moradi, who became a director of the Company on November 8, 2019. The Loan Agreement provides the Company with an unsecured credit facility under which the Company may borrow up to the aggregate principal amount of $2,000,000. Any advances under the Loan Agreement will bear interest at a per annum rate of 10% (subject to increase in the event of a default), which is payable monthly and may, at the Company’s option, be paid either in cash or by the issuance of shares of the Company’s common stock. The term of the Loan Agreement extends through August 14, 2020, subject to earlier termination as provided in the Loan Agreement. The Company’s obligations under the Loan Agreement are subject to acceleration upon the occurrence of an event of default (as defined in the Loan Agreement). The Company may prepay its obligations under the Loan Agreement without penalty, but subject to certain limitations regarding the number, timing and dollar amounts of prepayments. The Loan Agreement provides for certain customary covenants, representations and events of default. No amounts have been drawn under the Loan Agreement as of June 30, 2020. In consideration of the Loan Agreement, the Company issued to Sero Capital LLC a common stock warrants to acquire up to a total of 146,667 shares of the Company’s common stock at an exercise price of $6.00 per share, which exercise price may be paid in cash or, at the election of the holder, in a cashless, or “net,” exercise transaction. The warrants expire on August 14, 2020 and are classified as a liability instrument since the holder has the option to require the Company to repurchase the warrants when certain events occur that are considered outside of the control of the Company. The estimated fair value of the Sero Capital LLC warrant was $219,000 at date of issuance and included as debt issuance costs in current assets on the consolidated balance sheet. The unamortized balance of debt issuance costs was $27,000 on June 30, 2020. Term loan On April 15, 2020, the Company entered into a loan agreement in the amount of $1,302,000 with Liberty Capital Bank pursuant to the Paycheck Protection Program ("PPP Loan") of the CARES Act, which is administered by the Small Business Administration ("SBA"). Loan interest payments are deferred for six months. The loan has a maturity of two years and an interest rate of 1.0% per annum. The PPP Loan is not collateralized and is not personally guaranteed. No fees were charged in connection with the loan. All or a portion of the PPP Loan may be forgiven upon application by the Company in accordance with the SBA requirements. As of June 30, 2020, outstanding principal balance totaled $1,302,000 and was classified as long term liability on the consolidated balance sheets. |
SERIES A CONVERTIBLE PREFERRED
SERIES A CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2020 | |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
SERIES A CONVERTIBLE PREFERRED STOCK | NOTE 6 — SERIES A CONVERTIBLE PREFERRED STOCK As of June 30, 2020 and December 31, 2019, the Company had 100,000 and 105,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) outstanding, respectively, which was issued at $10 per share, paying a 5% cumulative annual dividend, and convertible into the Company’s common stock at a price of $4.385 per share. For the six months ended June 30, 2020, preferred stockholders collectively earned, but were not paid, approximately $26,000 in quarterly dividends, which is equivalent to 5,835 shares of common stock based on a conversion price of $4.385 per share. As of June 30, 2020 and December 31, 2019, cumulative and unpaid dividends were approximately $258,000 and approximately $245,000, respectively, which is equivalent to 58,949 and 55,927 shares of common stock, respectively, based on a conversion price of $4.385 per share. On any matter presented to the stockholders of the Company, holders of Preferred Stock are entitled to cast the number of votes equal to the number of shares of common stock into which their shares of Preferred Stock are convertible as of the record date to vote on such matter. As long as any shares of Preferred Stock are outstanding, the Company has certain restrictions on share repurchases or amendments to the Certificate of Incorporation in a manner that adversely affects any rights of the Preferred Stockholders. In addition, the preferred stockholders have a liquidation preference for purposes of which the Preferred Stock would be valued at $10 per share plus accrued cumulative annual dividends. At June 30, 2020 and December 31, 2019, the liquidation preference was valued at $1,258,000 and $1,295,000, respectively. In the event of any liquidity event, holders of each share of Preferred Stock shall be entitled to be paid out of the assets of the Company legally available before any sums shall be paid to holders of common stock. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 — RELATED PARTY TRANSACTIONS As discussed in Note 5 – Debt, we entered into a Loan Agreement with Sero Capital LLC, a stockholder who owns more than 10% of the outstanding shares of common stock of the Company. The beneficial owner of Sero Capital LLC is David Moradi, who became a director of the Company on November 8, 2019. The Loan Agreement extends through August 14, 2020 and provides the Company with an unsecured credit facility under which we may borrow up to the aggregate principal amount of $2,000,000. No amounts have been drawn under the Loan Agreement as of June 30, 2020. In consideration of the Loan Agreement, we issued to Sero Capital LLC common stock warrants to acquire up to a total of 146,667 shares of the Company’s common stock at an exercise price of $6.00 per share. The warrants expire on August 14, 2020 and are included on the consolidated balance sheets at a fair value of $593,000 as of June 30, 2020. See Note- 5 – Debt for additional detail on our outstanding warrant liability. As discussed in Note 4 – Lease Liabilities and Right of Use Assets, we lease office space from a company controlled by our Executive Chairman. For the three- and six- month periods ended June 30, 2020, rent payments for this office space totaled $17,000 and $35,000, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES Membership agreement to occupy shared office space In the second quarter of 2020, the Company entered into a membership agreement to occupy shared office space in Portland, Oregon. Our new shared office arrangement commenced upon taking possession of the space and ends in August 2021. Fees due under the membership agreement are based on the number of contracted seats and the use of optional office services. As of June 30, 2020, minimum fees due under the shared office arrangement totaled $49,000. Litigation We may become involved in various routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, management believes that the resolution of any such matters, should they arise, is not likely to have a material adverse effect on our financial position or results of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS We have evaluated subsequent events occurring after June 30, 2020 and based on our evaluation we did not identify any events that would have required recognition or disclosure in these consolidated financial statements, except for the following. In third quarter of 2020, the Company amended its membership agreement to occupy shared office space in New York, New York. The amendment provides for additional space and establishes a new commitment term ending on July 2021. Fees due under the membership agreement are based on the number of contracted seats and the use of optional office services. Total minimum fees due under this shared office arrangement totals $94,000. On August 11, 2020, warrants to acquire 146,667 shares of the of the Company’s common stock were exercised at $6.00 per share by Sero Capital LLC, a stockholder who owns more than 10% of the outstanding shares of common stock of the Company, and which is beneficially owned by David Moradi, a director of the Company, as discussed in Note 5 - Debt. As consideration for the warrants exercise, the company will receive $880,000 in cash. As part of the Company’s strategic shift to build a more modern, scalable technology stack, we are building our technology center in Portland, Oregon. As a result, along with executive changes, there will be an impact on our current employees as well, mostly in the technology function. We have already started hiring personnel in Portland, and will continue to do so in the near future. The Company expects to pay approximately $400,000 in separation costs, including severance and accrued vacation, of which approximately $70,000 has been accrued as of June 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates and judgments, including those related to share-based compensation, capitalization of software development costs, and income taxes. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We determine revenue recognition through the following five steps: · Identify the contract with the customer; · Identify the performance obligations in the contract; · Determine the transaction price; · Allocate the transaction price to the performance obligations in the contract; and · Recognize revenue when, or as, the performance obligations are satisfied. We generate substantially all our revenue from Software as a Service (“SaaS”), which are comprised of subscription fees from customer accounts on the Managed Platform. SaaS (also referred to as “subscription”) revenue is recognized on a ratable basis over the contractual subscription term of the arrangement beginning on the date that our service is made available to the customer. Certain SaaS fees are invoiced in advanced on an annual, semi-annual, or quarterly basis. Any funds received for services not provided yet are held in deferred revenue and are recorded as revenue when the related performance obligations have been satisfied. Non-subscription revenue consists of PDF remediation services and is recognized upon delivery. Consideration payable under these arrangements is based on usage. The following table presents our revenues disaggregated by sales channel: Six months ended June 30, 2020 2019 (in thousands) Direct (Enterprise) $ 5,312 $ 3,287 Indirect (Vertical partners) 4,200 1,134 Other 32 — Total revenues $ 9,544 $ 4,421 The Company records accounts receivable for amounts invoiced to customers for which the Company has an unconditional right to consideration as provided under the contractual arrangement. Unbilled receivables include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Deferred revenues include payments received in advance of performance under the contract. Our unbilled receivables and deferred revenue are reported on an individual contract basis at the end of each reporting period. Unbilled receivables are classified as current or noncurrent based on the timing of when we expect to bill the customer. Deferred revenue is classified as current or noncurrent based on the timing of when we expect to recognize revenue. The table below compares the deferred revenue balance as of June 30, 2020 versus December 31, 2019: June 30, December 31, 2020 2019 (in thousands) Deferred revenue $ 5,246 $ 5,525 As of June 30, 2020, $5,078,000 was classified as short-term deferred revenue and is expected to be recognized over the next twelve months following June 30, 2020. The remaining $168,000 is long-term deferred revenue to be recognized thereafter. In the six-month period ended June 30, 2020 we recognized $3,762,000, or 68%, in revenue from deferred revenues outstanding as of December 31, 2019. The Company had one customer (including affiliates of such customer) which generated 16% and 17% of the Company’s revenue in each of the three and six months ended June 30, 2020, respectively, and 10% and 11% of the Company’s revenue in the three and six months ended June 30, 2019, respectively. At June 30, 2020 and December 31, 2019, the Company had one customer representing 13% and 40%, respectively, of the outstanding accounts receivable. |
Deferred Costs (Contract acquisition costs) | Deferred Costs (Contract acquisition costs) The Company capitalizes initial and renewal sales commission payments in the period a customer contract is obtained and customer payment is received, and amortizes deferred commission costs on a straight-line basis over the expected period of benefit, which we have deemed to be the contract term. The table below summarizes the activity within the deferred commission costs account for the six months ended June 30, 2020: December 31, Commission Commission June 30, 2019 Costs Deferred Amortized 2020 (in thousands) Deferred costs, short term $ 183 $ 112 $ (111) $ 184 Deferred costs, long term 145 (22) — 123 Deferred commission costs $ 328 $ 90 $ (111) $ 307 Amortization expense associated with sales commissions was included in selling and marketing expenses on the consolidated statements of operations and totaled $55,000 and $111,000, respectively, for the three- and six-month periods ended June 30, 2020, and $57,000 and $108,000, respectively, for the three- and six-month periods ended June 30, 2019. There were no impairment losses for these capitalized costs for the three and six months ended June 30, 2020 and 2019. |
Stock Based Compensation | Share-Based Compensation The Company periodically issues options, warrants and restricted stock units (“RSUs”) as compensation for services received. The fair value of the award is measured on the grant date. The fair value amount is then recognized as expense over the requisite vesting period during which services are required to be provided in exchange for the award. The fair value of options and warrants awards is measured on the grant date using a Black-Scholes option pricing model, which includes assumptions that are subjective and are generally derived from external (such as risk-free rate of interest) and historical (such as volatility factor, expected term, and forfeiture rates) data. Future grants of equity awards accounted for as share-based compensation could have a material impact on reported expenses depending upon the number, value, and vesting period of future awards. The fair value of RSUs is based on the market closing price per share on the date of grant. We expense the compensation cost of these awards as the restriction period lapses, which is typically a one- to three-year service period to the Company. In the three- and six-month periods ending June 30, 2020, we awarded 76,192 options, and 339,667 and 354,667 RSUs respectively, to employees, officers and consultants of the of the Company. In the three- and six-month periods ending June 30, 2020, no warrants were issued and no stock compensation expense was incurred. As of June 30, 2020, there was no remaining unamortized stock-based compensation expense related to warrants. The following table summarizes the stock compensation expense for the three and six months ended June 30, 2020 and 2019: Three months ended June 30 Six months ended June 30 2020 2019 2020 2019 (in thousands) Stock Options $ 36 $ 94 $ 121 $ 167 RSUs 623 181 794 557 Total $ 659 $ 275 $ 915 $ 724 As of June 30, 2020, the outstanding unamortized stock compensation expense related to options and RSUs was $921,000 and $2,684,000, respectively, which will be recognized through June 2023. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. “Diluted earnings per share” reflects the potential dilution that could occur if our share-based awards and convertible securities were exercised or converted into common stock. The dilutive effect of our share-based awards is computed using the treasury stock method, which assumes all share-based awards are exercised and the hypothetical proceeds from exercise are used to purchase common stock at the average market price during the period. The incremental shares (i.e., the difference between shares assumed to be issued versus purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation. The dilutive effect of our convertible preferred stock is computed using the if-converted method, which assumes conversion at the beginning of the year. However, when a net loss exists, no potential common stock equivalents are included in the computation of the diluted per-share amount because the computation would result in an anti-dilutive per-share amount. Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the six months ended June 30, 2020 and 2019 are as follows: 2020 2019 ( in thousands) Preferred stock 287 289 Options to purchase common stock 749 955 Warrants to purchase common stock 283 1,648 Restricted stock units 752 223 Total 2,071 3,115 The following table summarizes the stock options activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2019 965,043 $ 3.70 3.01 759,631 $ 1,666,266 Granted 76,192 7.98 5 — — Exercised (212,428) — — — Forfeited/Expired (79,316) 9.35 — — — Outstanding at June 30, 2020 749,491 $ 4.10 2.69 548,980 $ 4,429,076 The following table summarizes the restricted stock unit activity for the six months ended June 30, 2020: Restricted stock units issued as of December 31, 2019 428,919 Granted 354,667 Forfeited/Canceled (31,214) Total Restricted stock units issued at June 30, 2020 752,372 Vested at June 30, 2020 303,321 Unvested restricted stock units as of June 30, 2020 449,051 The following table summarizes the warrants activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Warrants Exercise Price Term Warrants Outstanding at December 31, 2019 424,708 $ 5.31 0.82 $ 189,450 Granted — — — — Exercised (120,000) 4 — — Forfeited/Expired (22,188) 9.59 — — Outstanding at June 30, 2020 282,520 $ 5.53 0.54 $ 1,263,867 |
Fair Value Measurements | Fair Value Measurements Fair value is an estimate of the exit price, representing the amount that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under U.S. GAAP provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company. Level 3: Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability. An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities. The Company has no assets measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019. The table below provides information on our liabilities that are measured at fair value on a recurring basis: Fair Value Fair Value Hierarchy (in thousands) Liabilities Warrant liability (1), June 30, 2020 $ 593 Level 3 Warrant liability (1), December 31, 2019 $ 120 Level 3 (1) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not have a material impact our financial position, results of operations or disclosures. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU adds, modifies, and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, "Fair Value Measurement." This guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within that fiscal year. We adopted this guidance effective January 1, 2020. The adoption of this guidance did not impact our financial position, results of operations or disclosures |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of disaggregation of revenue | The following table presents our revenues disaggregated by sales channel: Six months ended June 30, 2020 2019 (in thousands) Direct (Enterprise) $ 5,312 $ 3,287 Indirect (Vertical partners) 4,200 1,134 Other 32 — Total revenues $ 9,544 $ 4,421 |
Schedule of deferred revenue | The table below compares the deferred revenue balance as of June 30, 2020 versus December 31, 2019: June 30, December 31, 2020 2019 (in thousands) Deferred revenue $ 5,246 $ 5,525 |
Schedule of commission cost | The table below summarizes the activity within the deferred commission costs account for the six months ended June 30, 2020: December 31, Commission Commission June 30, 2019 Costs Deferred Amortized 2020 (in thousands) Deferred costs, short term $ 183 $ 112 $ (111) $ 184 Deferred costs, long term 145 (22) — 123 Deferred commission costs $ 328 $ 90 $ (111) $ 307 |
Schedule of antidilutive securities excluded from computation of earnings Per share | Potentially dilutive securities excluded from the computation of basic and diluted net earnings (loss) per share for the six months ended June 30, 2020 and 2019 are as follows: 2020 2019 ( in thousands) Preferred stock 287 289 Options to purchase common stock 749 955 Warrants to purchase common stock 283 1,648 Restricted stock units 752 223 Total 2,071 3,115 |
Schedule of fair value, assets and liabilities measured on recurring basis | The table below provides information on our liabilities that are measured at fair value on a recurring basis: Fair Value Fair Value Hierarchy (in thousands) Liabilities Warrant liability (1), June 30, 2020 $ 593 Level 3 Warrant liability (1), December 31, 2019 $ 120 Level 3 (1) |
Schedule of stock compensation expense | The following table summarizes the stock compensation expense for the three and six months ended June 30, 2020 and 2019: Three months ended June 30 Six months ended June 30 2020 2019 2020 2019 (in thousands) Stock Options $ 36 $ 94 $ 121 $ 167 RSUs 623 181 794 557 Total $ 659 $ 275 $ 915 $ 724 |
Schedule of stock option activity | The following table summarizes the stock options activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2019 965,043 $ 3.70 3.01 759,631 $ 1,666,266 Granted 76,192 7.98 5 — — Exercised (212,428) — — — Forfeited/Expired (79,316) 9.35 — — — Outstanding at June 30, 2020 749,491 $ 4.10 2.69 548,980 $ 4,429,076 |
Schedule of restricted stock unit activity | The following table summarizes the restricted stock unit activity for the six months ended June 30, 2020: Restricted stock units issued as of December 31, 2019 428,919 Granted 354,667 Forfeited/Canceled (31,214) Total Restricted stock units issued at June 30, 2020 752,372 Vested at June 30, 2020 303,321 Unvested restricted stock units as of June 30, 2020 449,051 |
Schedule of warrants activity | The following table summarizes the warrants activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Warrants Exercise Price Term Warrants Outstanding at December 31, 2019 424,708 $ 5.31 0.82 $ 189,450 Granted — — — — Exercised (120,000) 4 — — Forfeited/Expired (22,188) 9.59 — — Outstanding at June 30, 2020 282,520 $ 5.53 0.54 $ 1,263,867 |
LEASE LIABILITIES AND RIGHT O_2
LEASE LIABILITIES AND RIGHT OF USE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
Schedule of finance leased assets included in property plant and equipment | The following summarizes the right of use assets under finance leases included in property and equipment: June 30, December 31, 2020 2019 (in thousands) Computer equipment $ 177 $ 157 Less: accumulated depreciation (86) (60) $ 91 $ 97 |
Schedule of total remaining future minimum lease payments for finance leases | The following summarizes the total lease liabilities and remaining future minimum lease payments at June 30, 2020 (in thousands): Year ending December 31, Finance Leases Operating Leases Total 2020 $ 33 $ 128 $ 161 2021 52 262 314 2022 17 257 274 2023 1 118 119 2024 — 81 81 Total minimum lease payments 103 846 949 Less: present value discount (6) (84) (90) Total lease liabilities 97 762 859 Current portion of lease liabilities 60 218 278 Long term portion of lease liabilities $ 37 $ 544 $ 581 |
Schedule of future minimum lease payments for operating leases | The following summarizes the total lease liabilities and remaining future minimum lease payments at June 30, 2020 (in thousands): Year ending December 31, Finance Leases Operating Leases Total 2020 $ 33 $ 128 $ 161 2021 52 262 314 2022 17 257 274 2023 1 118 119 2024 — 81 81 Total minimum lease payments 103 846 949 Less: present value discount (6) (84) (90) Total lease liabilities 97 762 859 Current portion of lease liabilities 60 218 278 Long term portion of lease liabilities $ 37 $ 544 $ 581 |
Schedule of lease expense | The following summarizes lease expenses for the six months ended June 30, 2020 (in thousands): Finance lease expenses: Depreciation expense $ 26 Interest on lease liabilities 3 Total Finance lease expense 29 Operating lease expense 128 Short-term lease and related expenses 64 Total lease expenses $ 221 |
Schedule of lease terms and discount rates | The following table provides information about the remaining lease terms and discount rates applied as of June 30, 2020: Weighted average remaining lease term (years) Operating Leases Finance Leases Weighted average discount rate (%) Operating Leases Finance Leases |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
SERIES A CONVERTIBLE PREFERRED STOCK | |
Schedule of share-based compensation, stock options, activity | The following table summarizes the stock options activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Options Exercise Price Term Exercisable Options Outstanding at December 31, 2019 965,043 $ 3.70 3.01 759,631 $ 1,666,266 Granted 76,192 7.98 5 — — Exercised (212,428) — — — Forfeited/Expired (79,316) 9.35 — — — Outstanding at June 30, 2020 749,491 $ 4.10 2.69 548,980 $ 4,429,076 |
Schedule of other share-based compensation, activity | The following table summarizes the warrants activity for the six months ended June 30, 2020: Weighted Intrinsic Weighted Average Value Number of Average Remaining Of Warrants Exercise Price Term Warrants Outstanding at December 31, 2019 424,708 $ 5.31 0.82 $ 189,450 Granted — — — — Exercised (120,000) 4 — — Forfeited/Expired (22,188) 9.59 — — Outstanding at June 30, 2020 282,520 $ 5.53 0.54 $ 1,263,867 |
Schedule of nonvested restricted stock shares activity | The following table summarizes the restricted stock unit activity for the six months ended June 30, 2020: Restricted stock units issued as of December 31, 2019 428,919 Granted 354,667 Forfeited/Canceled (31,214) Total Restricted stock units issued at June 30, 2020 752,372 Vested at June 30, 2020 303,321 Unvested restricted stock units as of June 30, 2020 449,051 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details) | Apr. 30, 2020USD ($) |
ORGANIZATION AND BASIS OF PRESENTATION | |
Sale of Stock, Authorized Amount | $ 7,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregate revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Direct (Enterprise) | $ 5,312 | $ 3,287 | ||
Indirect (Vertical partners) | 4,200 | 1,134 | ||
Other | 32 | |||
Total revenues | $ 5,283 | $ 2,436 | $ 9,544 | $ 4,421 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue, by Arrangement (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Deferred revenue | $ 5,246 | $ 5,525 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Deferred commission cost (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Deferred costs, short term - Beginning balance | $ 183 |
Deferred costs, long term - Beginning balance | 145 |
Deferred costs, short term - End balance | 184 |
Deferred costs, long term - End balance | 123 |
Accounting Standards Update 2014-09 [Member] | |
Deferred costs, short term - Beginning balance | 183 |
Deferred costs, long term - Beginning balance | 145 |
Deferred commission costs - Beginning balance | 328 |
Commission Costs Deferred, short term | 112 |
Commission Costs Deferred, long term | (22) |
Commission Costs Deferred | 90 |
Commission Amortized, Short term | (111) |
Commission Amortized | (111) |
Deferred costs, short term - End balance | 184 |
Deferred costs, long term - End balance | 123 |
Deferred commission costs - End balance | $ 307 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Allocated Share-based Compensation Expense | $ 659 | $ 275 | $ 915 | $ 724 |
Stock Option | ||||
Allocated Share-based Compensation Expense | 36 | 94 | 121 | 167 |
RSU | ||||
Allocated Share-based Compensation Expense | $ 623 | $ 181 | $ 794 | $ 557 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,071 | 3,115 |
Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 287 | 289 |
Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 749 | 955 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 283 | 1,648 |
RSU | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 752 | 223 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock option activity (Details) - Stock Option - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Balance at beginning of the period (in shares) | 965,043 | ||
Granted | 76,192 | 76,192 | |
Exercised | (212,428) | ||
Forfeited/Expired | (79,316) | ||
Balance at end of the period (in shares) | 749,491 | 749,491 | 965,043 |
Exercisable (in shares) | 548,980 | 548,980 | 759,631 |
Wtd Avg. Exercise Price | |||
Outstanding at beginning of the period (in dollars per share) | $ 3.70 | ||
Granted (in dollars per share) | 7.98 | ||
Exercised (in dollars per share) | 1.72 | ||
Forfeited/Expired | 9.35 | ||
Outstanding at end of the period (in dollars per share) | $ 4.10 | $ 4.10 | $ 3.70 |
Wtd Avg. Remaining Term | |||
Outstanding, Wtd Average Remaining Term | 2 years 8 months 9 days | 3 years 4 days | |
Granted Weighted Average Remaining Term | 5 years | ||
Intrinsic Value of Options | |||
Outstanding, Intrinsic Value of Options (in dollars) | $ 1,666,266 | ||
Outstanding, Intrinsic Value of Options (in dollars) | $ 4,429,076 | $ 4,429,076 | $ 1,666,266 |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Stock Unit Activity (Details) - RSU - shares | 6 Months Ended |
Jun. 30, 2020 | |
Balance at begining of period (In shares) | 428,919 |
Granted | 354,667 |
Forfeited/Cancelled | (31,214) |
Balance at end of the period (in shares) | 752,372 |
Vested at June 30, 2020 | 303,321 |
Unvested restricted stock as of June 30, 2020 | 449,051 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warrants activity (Details) - Warrant - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Number of warrants | ||
Balance at begining of the period (In shares) | 424,708 | |
Exercised | (120,000) | |
Forfeited/Expired | (22,188) | |
Balance at end of the period (In shares) | 282,520 | 424,708 |
Wtd Avg. Exercise Price | ||
Balance at begining of the period (in dollars per share) | $ 5.31 | |
Exercised (in dollars per share) | 4 | |
Forfeited/Expired (in dollars per share) | 9.59 | |
Balance at end of the period (in dollars per share) | $ 5.53 | $ 5.31 |
Wtd Avg. Remaining Term | ||
Outstanding (In years) | 6 months 15 days | 9 months 26 days |
Intrinsic Value of Warrants | ||
Balance at begining of the period (In dollars) | $ 189,450 | |
Balance at end of the period (In dollars) | $ 1,263,867 | $ 189,450 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value on a recurring basis (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 593 | $ 120 |
SUMMARY OF SIGNIFICANT ACCOU_13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Deferred Revenue, Current | $ 5,078,000 | $ 5,078,000 | $ 5,372,000 | ||
Deferred Revenue, Noncurrent | 168,000 | 168,000 | $ 153,000 | ||
Deferred revenue recognized to revenue | $ 3,762,000 | ||||
Deferred revenue recognized through the period (as a percent) | 68.00% | ||||
Concentration Risk, Percentage | 17.00% | ||||
Amortization of Deferred Sales Commissions | 55,000 | $ 57,000 | $ 111,000 | $ 108,000 | |
Impairment loss | 0 | $ 0 | 0 | $ 0 | |
Stock Option | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Outstanding unamortized share-based compensation expense | 921,000 | 921,000 | |||
RSU | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Outstanding unamortized share-based compensation expense | $ 2,684,000 | $ 2,684,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 354,667 | ||||
RSU | Employees, Officers and Consultants | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 339,667 | 354,667 | |||
Customer Concentration Risk [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Concentration Risk, Percentage | 16.00% | 10.00% | 11.00% | ||
Accounts Receivable [Member] | Major Customer Number One [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Concentration Risk, Percentage | 13.00% | 40.00% | |||
Minimum | RSU | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Service period | 1 year | ||||
Maximum | RSU | |||||
Organization Consolidation And Presentation Of Financial Statements Line Items [Line Items] | |||||
Service period | 3 years |
GOING CONCERN AND MANAGEMENT'_2
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Apr. 15, 2020 | Dec. 31, 2019 | Aug. 14, 2019 | |
Going Concern And Management Liquidity Plans [Line Items] | |||||
Cash and cash equivalents | $ 2,130,000 | $ 1,972,000 | |||
Working Capital Deficit | 1,893,000 | ||||
Net Cash Provided by (Used in) Operating Activities | $ 791,000 | $ 2,917,000 | |||
Maximum borrowing capacity | $ 1,302,000 | ||||
Interest rate (as a percent) | 1.00% | ||||
Sero Capital LLC | |||||
Going Concern And Management Liquidity Plans [Line Items] | |||||
Percentage of equity interests held by the related party | 10.00% | ||||
Warrants issued | 146,667 | ||||
Warrants exercise price | $ 6 | ||||
Unsecured credit facility | |||||
Going Concern And Management Liquidity Plans [Line Items] | |||||
Maximum borrowing capacity | $ 2,000,000 | ||||
Interest rate (as a percent) | 10.00% | ||||
Unsecured credit facility | Sero Capital LLC | |||||
Going Concern And Management Liquidity Plans [Line Items] | |||||
Percentage of equity interests held by the related party | 10.00% | ||||
Maximum borrowing capacity | $ 2,000,000 | ||||
Interest rate (as a percent) | 10.00% |
GOING CONCERN AND MANAGEMENT'_3
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS - Additional information (Details) | Apr. 30, 2020USD ($) |
Subsequent Event [Line Items] | |
Authorized amount | $ 7,000,000 |
PPP Loan | |
Subsequent Event [Line Items] | |
Authorized amount | $ 7,000,000 |
LEASE LIABILITIES AND RIGHT O_3
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Right to use assets under finance leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Lessee, Finance Lease, Description [Abstract] | ||
Computer equipment | $ 177 | $ 157 |
Less: accumulated depreciation | (86) | (60) |
Property and equipment, net | $ 91 | $ 97 |
LEASE LIABILITIES AND RIGHT O_4
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Future minimum finance lease payments (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | ||
2020 | $ 33,000 | |
2021 | 52,000 | |
2022 | 17,000 | |
2023 | 1,000 | |
Total minimum lease payments | 103,000 | |
Less: present value discount | (6,000) | |
Total lease liabilities | 97,000 | $ 104,000 |
Current portion of lease liabilities | 60,000 | 52,000 |
Long term portion of lease liabilities | $ 37,000 | $ 52,000 |
LEASE LIABILITIES AND RIGHT O_5
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Future minimum operating lease payments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | ||
2020 | $ 128 | |
2021 | 262 | |
2022 | 257 | |
2023 | 118 | |
2024 | 81 | |
Total minimum lease payments | 846 | |
Less: present value discount | (84) | |
Total operating lease liabilities | 762 | |
Current portion of operating lease obligations | 218 | $ 209 |
Long term portion of lease liabilities | $ 544 | $ 655 |
LEASE LIABILITIES AND RIGHT O_6
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Finance Leases and Operating Leases (Details) $ in Thousands | Jun. 30, 2020USD ($) |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
2020 | $ 161 |
2021 | 314 |
2022 | 274 |
2023 | 119 |
2024 | 81 |
Total minimum lease payments | 949 |
Less: present value discount | (90) |
Total lease liabilities | 859 |
Current portion of lease liabilities | 278 |
Long term portion of lease liabilities | $ 581 |
LEASE LIABILITIES AND RIGHT O_7
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Lease expenses (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Finance lease expenses: | |
Depreciation/amortization expense | $ 26 |
Interest on lease liabilities | 3 |
Finance lease expense | 29 |
Operating lease expense | 128 |
Short-term lease expense | 64 |
Total lease expenses | $ 221 |
LEASE LIABILITIES AND RIGHT O_8
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Remaining lease terms and discount rates (Details) | Jun. 30, 2020 |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | |
Weighted average remaining lease term (years) - Operating Leases | 3 years 4 months 28 days |
Weighted average remaining lease term (years) - Finance Leases | 1 year 9 months 26 days |
Weighted average discount rate (%) - Operating Leases | 6.00% |
Weighted average discount rate (%) - Finance Leases | 6.00% |
LEASE LIABILITIES AND RIGHT O_9
LEASE LIABILITIES AND RIGHT OF USE ASSETS - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
LEASE LIABILITIES AND RIGHT OF USE ASSETS | ||
Total finance lease liabilities | $ 97,000 | $ 104,000 |
Debt Instrument, Interest Rate, Effective Percentage | 6.00% | |
Operating Lease, Payments | $ 127,000 |
DEBT (Details)
DEBT (Details) - USD ($) | Jun. 30, 2020 | Apr. 15, 2020 | Dec. 31, 2019 | Aug. 14, 2019 |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 1,302,000 | |||
Interest rate (as a percent) | 1.00% | |||
Amounts drawn under loan agreement | $ 0 | |||
Fair value of warrants | 593,000 | $ 120,000 | ||
Unamortized deferred cost of warrants included in prepaid expenses and other current assets on the balance sheet | 27,000 | |||
Outstanding principal balance | 1,302,000 | $ 0 | ||
PPP Loan | ||||
Line of Credit Facility [Line Items] | ||||
Agreement amount | $ 1,302,000 | |||
Outstanding principal balance | 1,302,000 | |||
Sero Capital LLC | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of equity interests held by the related party | 10.00% | |||
Warrants issued | 146,667 | |||
Warrants exercise price | $ 6 | |||
Fair value of warrants | $ 219,000 | |||
Unsecured credit facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 2,000,000 | |||
Interest rate (as a percent) | 10.00% | |||
Unsecured credit facility | Sero Capital LLC | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of equity interests held by the related party | 10.00% | |||
Maximum borrowing capacity | $ 2,000,000 | |||
Interest rate (as a percent) | 10.00% |
SERIES A CONVERTIBLE PREFERRE_2
SERIES A CONVERTIBLE PREFERRED STOCK - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||
Common Stock Dividends, Shares | 58,949 | 55,927 |
Preferred stock unpaid dividend equivalent common stock, Shares | 258,000 | 245,000 |
Preferred Stock, Liquidation Preference, Value | $ 1,258,000 | $ 1,295,000 |
Preferred Stock, Liquidation Preference Per Share | $ 10 | |
Warrant | ||
Class of Stock [Line Items] | ||
Number of shares, exercised | 120,000 | |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Outstanding | 100,000 | 105,000 |
Preferred Stock Issue Per Share | $ 10 | $ 10 |
Preferred Stock, Dividend Rate, Percentage | 5.00% | 5.00% |
Redemption Price (in dollars per share) | $ 4.385 | |
Dividends Payable | $ 26,000 | |
Common Stock Dividends, Shares | 5,835 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Apr. 15, 2020 | Aug. 14, 2019 |
Maximum borrowing capacity | $ 1,302,000 | ||||
Proceeds from Lines of Credit | $ 0 | ||||
Operating Leases, Rent Expense | $ 17,000 | $ 35,000 | |||
Unsecured credit facility | |||||
Maximum borrowing capacity | $ 2,000,000 | ||||
Sero Capital LLC | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 146,667 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 593,000 | $ 593,000 | $ 593,000 | ||
Sero Capital LLC | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 146,667 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||
Sero Capital LLC | Unsecured credit facility | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | ||||
Maximum borrowing capacity | $ 2,000,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 31, 2020 | Jun. 30, 2020 | |
Loss Contingencies [Line Items] | ||
Shared Office Arrangement, Minimum Fees Due | $ 49,000 | |
Subsequent Event | ||
Loss Contingencies [Line Items] | ||
Shared Office Arrangement, Minimum Fees Due | $ 94,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 11, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | Aug. 14, 2019 |
Subsequent Event [Line Items] | ||||
Shared Fees | $ 49,000 | |||
Separations costs | 400,000 | |||
Accrued vacation | $ 70,000 | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Shared Fees | $ 94,000 | |||
Sero Capital LLC | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of common stock | 146,667 | |||
Warrants exercise price | $ 6 | |||
David Moradi | Sero Capital LLC | Subsequent Event | Warrant | ||||
Subsequent Event [Line Items] | ||||
Warrants to purchase shares of common stock | 146,667 | |||
Warrants exercise price | $ 6 | |||
Proceeds from exercise of warrants | $ 880,000 |