Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Vislink Technologies, Inc. | |
Entity Central Index Key | 0001565228 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 1,929,537 | |
Trading Symbol | VISL | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 324,000 | $ 2,005,000 |
Accounts receivable, net | 5,531,000 | 6,191,000 |
Inventories, net | 12,716,000 | 13,050,000 |
Prepaid expenses and other current assets | 875,000 | 780,000 |
Total current assets | 19,446,000 | 22,026,000 |
Right of use assets, operating leases | 2,665,000 | |
Property and equipment, net | 1,957,000 | 2,096,000 |
Intangible assets, net | 4,255,000 | 4,691,000 |
Total assets | 28,323,000 | 28,813,000 |
Current liabilities | ||
Accounts payable | 5,985,000 | 7,072,000 |
Accrued expenses | 2,442,000 | 2,112,000 |
Convertible promissory notes, net of discount of $10 and $16, respectively | 321,000 | 400,000 |
Operating lease obligations, current | 1,029,000 | |
Due to related parties | 276,000 | 361,000 |
Customer deposits and deferred revenue | 1,521,000 | 1,574,000 |
Derivative liabilities | 1,192,000 | 1,118,000 |
Total current liabilities | 12,766,000 | 12,637,000 |
Convertible promissory notes, net of discount of $31 and $47, respectively | 5,902,000 | 5,886,000 |
Operating lease obligations, net of current portion | 1,712,000 | |
Total liabilities | 20,380,000 | 18,523,000 |
Commitments and contingencies (See Note 9) | ||
Stockholders' equity | ||
Preferred stock - $0.00001 par value per share: 10,000,000 shares authorized as of March 31, 2019 and December 31, 2018; 0 shares issued and outstanding as of March 31, 2019 and December 31, 2018 | ||
Common stock - $0.00001 par value per share, 100,000,000 shares authorized, 1,923,472 and 1,877,698 shares issued and 1,923,471 and 1,877,698 outstanding as of March 31, 2019 and December 31, 2018, respectively | ||
Additional paid in capital | 245,338,000 | 244,562,000 |
Accumulated other comprehensive income | 242,000 | 275,000 |
Treasury stock, at cost - .2 shares at March 31, 2019 and December 31, 2018, respectively | (22,000) | (22,000) |
Accumulated deficit | (237,615,000) | (234,525,000) |
Total stockholders' equity | 7,943,000 | 10,290,000 |
Total liabilities and stockholders' equity | $ 28,323,000 | $ 28,213,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Net of debt discount, current | $ 10 | $ 16 |
Net of debt discount, non current | $ 31 | $ 47 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 1,923,472 | 1,877,698 |
Common Stock, shares, outstanding | 1,923,471 | 1,877,698 |
Treasury stock, shares | 2 | 2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue, net | $ 8,206,000 | $ 9,733,000 |
Cost of revenue and operating expenses | ||
Cost of components and personnel | 4,127,000 | 4,790,000 |
Inventory valuation adjustments | 47,000 | 113,000 |
General and administrative expenses | 5,183,000 | 5,832,000 |
Research and development expenses | 926,000 | 2,442,000 |
Amortization and depreciation | 589,000 | 887,000 |
Total cost of revenue and operating expenses | 10,872,000 | 14,064,000 |
Loss from operations | (2,666,000) | (4,331,000) |
Other (expense) income | ||
Changes in fair value of derivative liabilities | (74,000) | 609,000 |
Interest expense | (350,000) | (47,000) |
Total other (expense) income | (424,000) | 562,000 |
Net loss | $ (3,090,000) | $ (3,769,000) |
Basic and diluted loss per share | $ (1.62) | $ (2.52) |
Weighted average number of shares outstanding: | ||
Basic and diluted | 1,906 | 1,495 |
Comprehensive loss: | ||
Net loss | $ (3,090,000) | $ (3,769,000) |
Unrealized (loss) gain on currency translation adjustment | (33,000) | 437,000 |
Comprehensive loss | $ (3,123,000) | $ (3,332,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Series D Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 237,140 | $ (22) | $ 354 | $ (219,845) | $ 17,627 | ||
Balance, shares at Dec. 31, 2017 | 1,489,739 | ||||||
Net loss | (3,769) | (3,769) | |||||
Unrealized loss on currency translation adjustment | 83 | 83 | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants) | 68 | 68 | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants), shares | 4,375 | ||||||
Issuance of common stock in connection with: Compensation awards previously accrued | 19 | 19 | |||||
Issuance of common stock in connection with: Compensation awards previously accrued, shares | 1,223 | ||||||
Issuance of common stock in connection with: Conversion of amounts due to related parties | 10 | 10 | |||||
Issuance of common stock in connection with: Conversion of amounts due to related parties, shares | 641 | ||||||
Stock-based compensation | 815 | 815 | |||||
Balance at Mar. 31, 2018 | 238,052 | (22) | 437 | (223,614) | 14,853 | ||
Balance, shares at Mar. 31, 2018 | 1,495,978 | ||||||
Balance at Dec. 31, 2018 | 244,562 | (22) | 275 | (234,525) | 10,290 | ||
Balance, shares at Dec. 31, 2018 | 1,877,698 | ||||||
Net loss | (3,090) | (3,090) | |||||
Unrealized loss on currency translation adjustment | (33) | (33) | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants) | 66 | 66 | |||||
Issuance of common stock in connection with: Payments made in stock (payroll and consultants), shares | 17,984 | ||||||
Issuance of common stock in connection with: Compensation awards previously accrued | 71 | 71 | |||||
Issuance of common stock in connection with: Compensation awards previously accrued, shares | 19,631 | ||||||
Issuance of common stock in connection with: Conversion of amounts due to related parties | 30 | 30 | |||||
Issuance of common stock in connection with: Conversion of amounts due to related parties, shares | 8,159 | ||||||
Stock-based compensation | 609 | 609 | |||||
Balance at Mar. 31, 2019 | $ 245,338 | $ (22) | $ 242 | $ (237,615) | $ 7,943 | ||
Balance, shares at Mar. 31, 2019 | 1,923,472 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows used in operating activities | ||
Net loss | $ (3,090) | $ (3,769) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation | 609 | 815 |
Payment made in stock (payroll and consultants) | 66 | 68 |
Stock issuance commitments | 45 | 90 |
Inventory valuation adjustments | 47 | 113 |
Right-of-use assets, net | 50 | |
Depreciation and amortization | 589 | 887 |
Change in fair value of derivative liabilities | 74 | (609) |
Amortization of debt discount | 22 | |
Changes in assets and liabilities | ||
Accounts receivable | 738 | 1,795 |
Inventory | 458 | (1,213) |
Prepaid expenses and other current assets | (84) | (230) |
Accounts payable | (1,297) | (827) |
Accrued expenses and interest expense | 336 | 304 |
Deferred revenue and customer deposits | (72) | 269 |
Due to related parties | (55) | (45) |
Net cash used in operating activities | (1,564) | (2,352) |
Cash flows used in investing activities | ||
Acquisition of property and equipment | (39) | (30) |
Net cash used in investing activities | (39) | (30) |
Cash flows used in financing activities | ||
Principal payments of convertible promissory notes | (85) | |
Principal payments made on of capital lease obligations | (11) | |
Net cash used in financing activities | (85) | (11) |
Effect of exchange rate changes on cash | 7 | 49 |
Net decrease in cash | (1,681) | (2,344) |
Cash, beginning of period | 2,005 | 2,799 |
Cash, end of period | 324 | 455 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 8 | |
Cash paid during the period for income taxes | ||
Supplemental disclosure of non-cash information: | ||
Services previously accrued | 71 | 19 |
Settlement of amounts due to related parties | 30 | 10 |
Operating lease assets | 2,899 | |
Operating lease liabilities | $ 2,955 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The overarching strategy of Vislink Technologies, Inc. (“Vislink Technologies,” the “Company,” “we,” “our” or “us”) is to design, develop and deliver advanced wireless communications solutions that provide customers in our target markets with enhanced levels of reliability, mobility, performance and efficiency in their business operations and missions. Vislink Technologies’ business lines include the main brands Integrated Microwave Technologies LLC (“IMT”) and Vislink Communications Systems (“Vislink” or “VCS”). There is considerable brand interaction, due to complementary market focus, compatible product and technology development roadmaps, and solution integration opportunities. IMT: IMT develops, manufactures and sells microwave communications equipment utilizing COFDM (Coded Orthogonal Frequency Division Multiplexing) technology. COFDM is a transmission technique that combines encoding technology with OFDM (Orthogonal Frequency Division Multiplexing) modulation to provide the low latency and high image clarity required for real-time live broadcasting video transmissions. IMT has extensive experience in ultra-compact COFDM wireless technology, which has allowed IMT to develop integrated solutions that deliver reliable video footage captured from both aerial and ground-based sources to fixed and mobile receiver locations. Vislink: VCS specializes in the wireless capture, delivery and management of secure, high-quality, live video from the field to the point of usage. VCS designs and manufactures products encompassing microwave radio components, satellite communication, cellular and wireless camera systems, and associated amplifier items. VCS serves two core markets: broadcast and media and law enforcement, public safety and surveillance. In the broadcast and media market, VCS provides broadcast communication links for the collection of live news and sports and entertainment events. VCS’ customers in the broadcast and media market include national broadcasters, multi-channel broadcasters, network owners and station groups, sports and live broadcasters and hosted service providers. In the law enforcement, public safety and surveillance market, VCS provides secure video communications and mission-critical solutions for law enforcement, defense and homeland security applications. VCS’ customers in the law enforcement, public safety and surveillance market include metropolitan, regional and national law enforcement agencies as well as domestic and international defense agencies and organizations. Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2019. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of March 31, 2019, the results of its operations and cash flows for the three months ended March 31, 2019 and 2018. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2019 may not be indicative of results for the year ending December 31, 2019. Principles of Consolidation The accompanying consolidated financial statements and related notes thereto were prepared in conformity with GAAP include the accounts of Vislink Technologies and its wholly-owned subsidiaries, IMT and Vislink, since the date the acquisitions of IMT and Vislink were completed. All material intercompany balances and transactions are eliminated in consolidation. Use of Estimates Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, debt discounts and the valuation of the assets and liabilities acquired in the acquisition of Vislink. Leases Change in accounting principle In February 2016, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. We have adopted ASU 2016-02 on January 1, 2019 using a modified retrospective transition approach which applies the new standard to all leases existing at the date of initial application. We have also elected to adopt the transitional package of practical expedients as prescribed by Accounting Standards Codification (“ASC”) 842. Accordingly, we are continuing to account for our existing operating leases as operating leases under the new guidance, without reassessing whether the contracts contain a lease under ASC 842 or whether the classification of the operating leases would be different under ASC 842. All our rentals at the adoption date were operating leases for facilities and did not include any non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019, we recognized a lease liability of approximately $3.0 million, with corresponding right-of- use (“ROU”) assets of $2.9 million, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, less accrued rent of approximately $0.06 million. There are no changes to our previously reported results before January 1, 2019. Lease expense is not expected to change materially as a result of the adoption of ASU 2016-02. Inventories Inventory is recorded at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Inventory valuation adjustments are included on the face of the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018. Revenue Recognition Change in accounting principle We transitioned to the FASB ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) from ASC Topic 605, Revenue Recognition on January 1, 2019. Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled for the exchange of those goods or services. We adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. Under the modified retrospective transition method, an entity compares the revenue recognized from contract inception up to the date of initial application to the amount that would have been recognized if it had applied ASC 606 since contract inception. The difference between those two amounts would be accounted for as a cumulative effect adjustment and recognized on the date of initial application. The adoption of ASC 606 did not have an impact on the recognition of revenue and no cumulative effect adjustment was recorded. The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. identification of the contract, or contracts, with a customer; 2. identification of the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to the performance obligations in the contract; and 5. recognition of revenue, when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the goods and services promised in our contracts with customers and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration we expect to receive in exchange for transferring goods and services. Excluded from income are the sales value added taxes, and other charges we collect concurrent with revenue-producing activities. Stock-Based Compensation Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to non-employees under Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s condensed consolidated financial statements. Convertible Debt Instruments The Company records debt net of debt discounts for beneficial conversion features and warrants, on either a relative fair value or fair value basis depending on the respective accounting treatment of each instrument. Beneficial conversion features are recorded pursuant to the Beneficial Conversion (“BCF”) and Debt Topics of the FASB ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discounts with corresponding entries to derivative liability and additional paid-in-capital. Costs paid to third parties ( e.g. The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. If the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to stockholders’ equity. Loss Per Share The Company reports loss per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic loss per share of common stock is calculated by dividing net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Three Months Ended March 31, 2019 2018 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 610 638 Convertible debt 1,352 4 Warrants 1,187 870 3,149 1,512 Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including accounts receivable and accounts payable, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs consist of items that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 – Quoted prices in active markets for identical assets or liabilities. There are no fair valued assets or liabilities classified under Level 1 as of March 31, 2019. Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data. There are no fair valued assets or liabilities classified under Level 2 as of March 31, 2019. Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs (see Note 7). Foreign Currency and Other Comprehensive (Loss)/Income The functional currency of our foreign subsidiary is typically the applicable local currency which is British Pounds. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive (loss)/income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The foreign currency exchange gains and losses are included as a component of general and administrative expenses, in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended March 31, 2019 2018 Net foreign exchange transactions: Gains (losses) $ 89,000 $ (3,600 ) Accumulated comprehensive income: Increases (decreases) $ (33,000 ) $ 83,000 The exchange rates adopted for the foreign exchange transactions are the rates of exchange as quoted on OANDA, a Canadian-based foreign exchange company and internet website providing currency conversion, online retail foreign exchange trading, online foreign currency transfers, and forex information. Translation of amounts from British Pounds into US Dollars was made at the following exchange rates for the respective periods: ● As of March 31, 2019 – British Pounds $1.3023 to US Dollars $1.00. ● Average rate for the three months ended March 31, 2019 – British Pounds $1.30196 to US Dollars $1.00. Subsequent Events The Company has evaluated subsequent events in accordance with ASC 855, Subsequent Events, through the filing date of this Quarterly Report, and determined that no events have occurred that have not been disclosed elsewhere in the notes to the condensed consolidated financial statements (unaudited) that would require adjustments to disclosures in the condensed consolidated financial statements (unaudited), except as disclosed herein (see Note 12). Recently Issued Accounting Principles In March 2019, the FASB issued ASU 2019-01 “Leases (Topic 842) Codification Improvements” (“ASU 2019-01”). This update amends the following items brought to the FASB’s attention through those interactions with stakeholders: ● Determining the fair value of the underlying assets by lessors that are not manufacturers or dealers. ● Presentation on the statement of cash flows—sales-type and direct financing leases. ● Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The effective date of those amendments of ASU 2019-01 is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years for any of the following: (1) a public business entity, (2) a not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market, and (3) an employee benefit plan that files financial statements with the SEC. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted. The adoption of ASU 2019-01 is not expected to have a material impact on our results of operations, financial position or liquidity or our related financial statement disclosures. Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2019 | |
Liquidity And Financial Condition | |
Liquidity and Financial Condition | NOTE 2 — LIQUIDITY AND FINANCIAL CONDITION The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company can continue as a going concern, which contemplates continuity of operations through the realization of assets, and the settling of liabilities in the ordinary course of business. The Company had $0.3 million in cash on the balance sheet at March 31, 2019. The Company had working capital and an accumulated deficit of $6.7 million and $237.6 million, respectively, at March 31, 2019. Additionally, the Company had a loss from operations in the amount of approximately $2.7 million and cash used in operating activities of $1.6 million for the three months ended March 31, 2019 In fiscal year 2018, the Company implemented a cost reduction initiative which resulted in approximately $8.2 million in annual savings. The Company affected these reductions by phasing out a business division which scaled down payroll and associated benefits and other supporting expenses. The Company realized an additional $1.3 million of savings primarily related to facilities consolidation and severance. During fiscal year 2018, the Company procured a secured financing arrangement which netted $5.6 million in net proceeds to secure its cash position for current and future operating expenses. The Company has historically experienced lower first-quarter revenues usually offset by high one-time costs. The Company disbursed cash received from fourth quarter 2018 revenue to pay suppliers during the three months ended March 31, 2019. The Company incurred costs of $100,000 for the balance of costs incurred as a result of the elimination of the xMax and Federal divisions in fiscal year 2018, $65,000 in audit fees, and $60,000 for a special stockholder meeting that was abandoned during the three months ended March 31, 2019. The Company is attempting to expand operations and increase revenues. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. The Company believes it can raise additional working capital through equity or debt offerings; however, no assurance is provided that the Company will be successful in such capital raising efforts. The Company believes it will have enough working capital to fund operations to continue as going concern for at least the next twelve months from the date of issuance of these financial statements. The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment and services. The Company’s asset carrying value may be materially impacted if it is unable to close on some of its revenue-producing opportunities in the near term. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | NOTE 3 — INTANGIBLE ASSETS Intangible assets consist of the following finite assets: Trade Names and Patents and Licenses Technology Customer Relationships Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Net Balance as of December 31, 2018 $ 12,378,000 $ (9,835,000 ) $ 1,450,000 $ (467,000 ) $ 2,880,000 $ (1,715,000 ) $ 4,691,000 Additions - - - - - - - Amortization - (165,000 ) - (55,000 ) - (216,000 ) (436,000 ) Balance as of March 31, 2019 $ 12,378,000 $ (10,000,000 ) $ 1,450,000 $ (522,000 ) $ 2,880,000 $ (1,931,000 ) $ 4,255,000 Patents and Licenses: At March 31, 2019 and December 31, 2018, the Company had net capitalized costs of patents and licenses of $2.4 million and $2.5 million, respectively. The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period to determine if it is likely that the patent will be successfully filed. Other Intangible Assets: The Company’s remaining intangible assets include the trade names, technology and customer lists acquired in its acquisition of IMT and Vislink. These intangible assets are amortized over their estimated useful lives of 3 to 15 years. For the three months ended March 31, 2019 and 2018, the amortization of intangible assets amounted to $436,000 and $577,000, respectively. The weighted average remaining life of the amortization of the Company’s intangible assets is approximately 3.8 years. The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: Period Ending March 31, 2020 $ 1,674,000 2021 953,000 2022 852,000 2023 361,000 2024 119,000 Thereafter 296,000 $ 4,255,000 |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 4 — CONVERTIBLE NOTES PAYABLE May 2018 Financing On May 29, 2018, the Company completed a private placement of $4 million in principal of 6% Senior Secured Convertible Debentures (the “Debentures”) and warrants to purchase 300,000 shares of the Company’s common stock, par value $0.00001 per share, by executing certain agreements with accredited institutional investors (the “May 2018 Financing”). The Company received $3,636,760 net of debt issuance costs consisting of legal and placement fees totaling $363,240. The Debentures have a maturity date of May 29, 2019, with a conversion rate of $10.00 per share. If held beyond maturity, the conversion rate shall equal the lesser of (i) the then conversion price and (ii) 85% of the volume-weighted average price for the trading day immediately before the applicable conversion date. The Company shall pay interest to the holders on the aggregate and unconverted and outstanding principal amount on January 1, April 1, July 1 and October 1, with the remaining principal balance due at maturity. The warrants mature on May 29, 2023 and have an exercise price of $10.00 per share. The warrants met the definition of a derivative as noted in ASC 815-10-15-83 and ASC 815-10-15-88. We allocated the proceeds from the issuance of this note and the warrants based on the fair value for each item. The Company determined the value of the warrants using the binomial model simulation and recorded a debt discount in the amount of $1,788,171 that was immediately expensed to interest, with an offset to derivative liabilities. The assumptions used in the binomial model style simulation at the date the funds were received are as follows: (1) dividend yield of 0%; (2) expected volatility of 163.50%; (3) risk-free interest rate of 0.27%; and (4) expected life of 5.00 years. We also determined that the convertible promissory notes contained BCF and calculated the relative fair value and assigned $193,877 to the BCF. Debt Modification of the May 2018 Financing executed on October 9, 2018 On October 9, 2018, the Company agreed to modify the May 2018 Financing with two of the original four noteholders (the “Majority Holders”) issuing amended and restated agreements. These modifications principally provide for: 1. the ability to make monthly redemption payments in common stock of the Company; 2. the issuance of 30,266 shares of common stock as compensatory shares; 3. a good-faith effort to modify the monthly redemption provisions before the next monthly redemption date; 4. an amendment of the conversion price to $4.50; and 5. in the event that any of the Majority Holders convert its amended debenture, the Company shall be given dollar for dollar credit for any and all conversions effected in any month against any monthly redemption amount (as defined in the amended debentures) and provided, further, that in the event that a majority holder’s conversions in any particular month exceed such Majority Holder’s individual monthly redemption amount (as defined in the amended Debentures), such overage shall carry over into the succeeding month to be credited against the monthly redemption amount (as defined in the Debentures). For the modification of the conversion option to $4.50 from $10.00, the Company applied ASC 470-50-40-10(a) and calculated the difference between the fair value of the embedded conversion option immediately before and after the modification. The Company concluded this is not a debt extinguishment. The Company recorded an additional debt discount upon determination of an increase in the fair value of the conversion option amounting to $90,050 with an offset to equity. The amount calculated will be amortized as interest expense over the remaining term of the debt instrument using the interest method. The Company considered ASC 470-50-40-17(b) to determine the proper accounting to apply for the 30,266 compensatory shares for the Majority Holders. Since the modification is not to be accounted for in the same manner as a debt extinguishment, the Company assigned a fair market value of $160,407 to the compensatory shares and recorded a debt discount amortized as interest expense over the remaining term of the debt instrument using the interest method Debt Modification of the May 2018 Financing executed on December 3, 2018 On December 3, 2018, the Company entered into another modification agreement which led to an extinguishment of debt of the accredited institutional investors of the May 2018 Financing and created new debt obligations with revised terms and amounts. These modifications principally provide for: 1. A five percent (5%) original issue discount was retroactively applied to the principal amount. 2. The maturity date was extended to September 30, 2019 3. The equity conditions were modified 4. A floor price for all conversions and redemptions was added. The floor price with respect to the Trading Market that the Company’s Common Stock is listed or quoted, shall be a price equal to twenty cents ($2.00) (subject to adjustment for forward and reverse stock splits, recapitalizations and the like). 5. The definitions of Mandatory Redemption Amount, Monthly Redemption Date, Monthly Redemption Date, and Optional Redemption Amount (each as defined in the Second Amended Debentures) were each modified. 6. Interest was retroactively modified to ten percent (10%), with 12 months interest guaranteed. 7. An alternate Conversion Price (as defined in the Second Amended Debentures) due to an Event of Default (as defined in the Second Amended Debentures) was added. 8. The Monthly Redemption (as defined in the Second Amended Debentures) section was modified. 9. Certain negative covenants were added. 10. The Event of Default (as defined in the Second Amended Debentures) sections were modified. The Company considered ASC 470-50-40-6 to 40-23 for the proper accounting guidance for the December 31, 2018 modification of the May 2018 Financing. After the change, it was concluded that the present value of cash flows under the terms of the new debt instruments differ by at least 10% from the present value of the remaining cash flows under the terms of the original debt instruments (commonly referred to as the “10% cash flow test”). The Company concludes that these modified terms are considered substantially different from the original terms thus requiring extinguishment accounting. Following ASC 470-50-40-17(a), the Company determined the new debt instrument’s value exceeded the extinguishment of the old debt instrument plus fees paid associated with the modification and recognized a loss on debt extinguishment in the amount of $1,059,870. Additionally, the Company paid issuance costs related to the debt modifications in the amount of $70,000 recorded as an additional debt discount and is amortized as interest expense over the remaining term of the debt instrument using the interest method. The Company has listed a summary of the modified and non-modified debt as follows: Debt Modified Non-modified Total Principal: Beginning balance, January 1, 2019 $ 5,933,289 $ 415,625 $ 6,348,914 Principal payments made in cash — (84,375 ) (84,375 ) Ending balance, March 31, 2019 $ 5,933,289 $ 331,250 $ 6,264,539 Debt discount: Beginning balance, January 1, 2019 $ 47,307 $ 15,683 $ 62,990 Amortization of debt discount (16,875 ) (6,082 ) (22,867 ) Ending balance, March 31, 2019 $ 30,522 $ 9,601 $ 40,123 Modified and un-modified debt, net $ 5,902,767 $ 321,649 $ 6,224,416 Items charged to interest expense for the three months ending March 31, 2019 and 2018 are: 2019 2018 Contractual interest expense $ 327,550 — Amortization of debt discount 22,867 — Total charged to interest expense $ 350,417 — |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 5 — LEASES At lease inception, we determine if an arrangement is a lease and if it includes options to extend or terminate the lease if it is reasonably certain that the options will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating leases are recognized as ROU assets included as operating lease ROU assets, net and operating lease liability obligations in other current liabilities and other liabilities in our unaudited condensed consolidated balance sheet as of the commencement date and at March 31, 2019. ROU 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. We recognize operating lease ROU assets and liabilities on the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. As of March 31, 2019, ROU assets and lease liabilities were approximately $2.67 million, net and 2.74 million ($1.02 million of which is current), respectively. The weighted-average remaining term for lease contracts was 3.61 years at March 31, 2019, with maturity dates ranging from April 2020 to May 2025. The weighted-average discount rate was 9.2% at March 31, 2019. For the three months ended March 31, 2019, the Company’s leasing arrangements include agreements for office space, deployment sites and storage warehouses, both domestically and internationally. The operating leases contain various lease terms and provisions with remaining lease commitments of approximately 2 months and 6 years as of March 31, 2019. During the three months ended March 31, 2019 and 2018, the Company sublet a portion of its space under operating leases at The Fairways and Hemel locations Certain individual leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. We recognize rent expense for these types of contracts on a straight-line basis over the minimum lease term. We incurred approximately $297,000 and $359,000 of rental fees net of rental income of $35,000 and $38,000, respectively, under operating leases for the three months ended March 31, 2019 and 2018, respectively. Adjustments for straight-line rental expense for the respective periods was not material, and as such, most of the cost recognized is reflected in cash used in operating activities for the respective periods. This expense consisted primarily of payments for base rent on office and warehouse leases. Amounts related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. We have the right, but no obligation, to renew individual leases for various renewal terms. The table below lists location and lease expiration dates from 2020 through 2025: Location Lease End Date Approximate Future Payments Colchester, U.K. – The Fairways Jun 2020 $ 238,000 Colchester, U.K. – Waterside House May 2025 1,163,000 Anaheim, CA Jul 2021 65,000 Billerica, MA May 2021 867,000 Hemel, UK Oct 2020 269,000 Singapore Aug 2020 44,000 Hackettstown, NJ Apr 2020 96,000 Sublets: Colchester, UK – The Fairways Mar 2020 $ 53,000 Hemel, UK Oct 2020 141,000 The Company’s total obligation of minimum future annual rentals, exclusive of real estate taxes and related costs, is approximately as follows: Period Ending March 31, Amount 2020 1,230,000 2021 904,000 2022 344,000 2023 260,000 2024 260,000 Thereafter 260,000 $ 3,258,000 Sublets: 2020 $ 141,000 2021 53,000 $ 194,000 The following table illustrates specific operating lease data as of March 31, 2019: Lease cost: Operating lease cost $ 301,000 Short-term lease cost 31,000 Variable lease cost — Total lease cost $ 332,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 310,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,899,000 Weighted-average remaining lease term—operating leases 3.61 years Weighted-average discount rate—operating leases 9.2 % |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS On January 1, 2019, a new related party agreement (the “MBMG Agreement”) became effective between the Company and MB Merchant Group, LLC (“MBMG”). The MBMG Agreement supersedes the previous agreement with MB Technology Holdings, LLC (“MBTH”). MBMG, the founding entity of MBTH, agrees to provide services in connection with, and Vislink Technologies agrees to compensate MBMG on a success basis, for future mergers and acquisitions beginning January 1, 2019. The following directors of MBMG have significant influence with the Company: ● Roger Branton, the Company’s Chief Executive Officer, Chief Financial Officer, and director, ● George Schmitt, the Company’s director, former Chief Executive Officer and Executive Chairman of the Board, and ● Richard Mooers, the Company’s director. For the three months ended March 31, 2019 and 2018, the Company: ● incurred consulting fees totaling $150,000 and $75,000, respectively. ● experienced additional consulting fees totaling $25,000 and $-0-, respectively. ● issued 8,159 and 641 shares, respectively, of common stock in settlement of amounts due valued at $30,000 and $10,000, respectively. ● repaid $230,000 and $155,000 of amounts due to MBMG in cash, respectively. The Company recorded these fees in general and administrative expenses on the accompanying Unaudited Condensed Consolidated Statements of Operations and included such fees in due to related parties on the Unaudited Condensed Consolidated Balance Sheet. The balances outstanding to MBMG at March 31, 2019 and December 31, 2018 were $276,000 and $361,000, respectively. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | NOTE 7 — DERIVATIVE LIABILITIES Each of the warrants issued in connection with the August 2015 underwritten offering, the February 2016 Series B Preferred Stock Offering, the May 2016 financing, the July 2016 financing, the August 2017 underwritten offering, and the May 2018 Financing have been accounted for as derivative liabilities as each of the warrants contain a net cash settlement provision whereby, upon certain fundamental events, the holders could put the warrants back to the Company for cash. The following are the key assumptions that were used in connection with the valuation of the warrants exercisable into common stock as of March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 Number of shares underlying the warrants 492,815 96,808 Fair market value of stock $ 3.50 $ 8.70 Exercise price $ 4.50 to 137.90 $ 20 to 24,000 Volatility 81% to 148 % 54% to 162 % Risk-free interest rate 2.21% to 2.27 % 1.93% to 2.39 % Expected dividend yield — — Warrant life (years) 0.8 to 4.2 0.5 to 3.3 Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting and finance department, which reports to the Chief Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Level 3 Valuation Techniques: Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments which do not have fixed settlement provisions to be derivative instruments. In accordance with U.S. GAAP the fair value of these warrants is classified as a liability on the Company’s consolidated balance sheets because, according to the terms of the warrants, a fundamental transaction could give rise to an obligation of the Company to pay cash to its warrant holders. Such instruments do not have fixed settlement provisions and have also been recorded as derivative liabilities. Corresponding changes in the fair value of the derivative liabilities are recognized in earnings on the Company’s consolidated statements of operations in each subsequent period. The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of significant unobservable inputs. In order to calculate fair value, the Company uses a binomial model style simulation, as the value of certain features of the warrant derivative liabilities would not be captured by the standard Black-Scholes model. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Three Months Ended March 31, 2019 2018 Beginning balance $ 1,118,000 $ 1,271,000 Recognition of warrant liability on issuance dates — — Change in fair value of derivative liabilities 74,000 (609,000 ) Ending balance $ 1,192,000 $ 662,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8 — STOCKHOLDERS’ EQUITY Common Stock Issuances During the three months ended March 31, 2019, the Company: ● Issued 17,984 shares of its common stock for employees, directors, consultants and other professionals for a total fair value of $66,181. The determination of the fair value of the common stock is at the time of issuance. ● Issued 19,631 shares of common stock in satisfaction of amounts previously deferred for employee/consultant agreements in the amount of $70,625. ● Issued 8,159 shares of its common stock in satisfaction of related party obligations valued at $30,000. The determination of the fair value of the common stock is at the time of issuance. ● Recognized $608,669 of compensation costs associated with outstanding stock options recorded in general and administrative expenses with the offset as a credit to additional paid in capital. Common Stock Warrants During the three months ended March 31, 2019, the Company did not grant any warrants nor were any warrants cancelled or expired. The weighted average exercise prices of warrants outstanding at March 31, 2019 is $19.80 with a weighted average remaining contractual life of 3.1 years. As of March 31, 2019, these outstanding warrants contained no intrinsic value. The following table sets forth common stock purchase warrants outstanding as of March 31, 2019: Number of Warrants (in shares) Weighted Average Exercise Price Outstanding, December 31, 2018 1,187,181 $ 19.80 Warrants granted -0- $ -0- Warrants exercised -0- $ -0- Warrants cancelled/expired -0- $ -0- Outstanding, March 31, 2019 1,187,181 $ 19.80 Exercisable, March 31, 2019 1,187,181 $ 19.80 Common Stock Options During the three months ended March 31, 2019 and 2018, the Company recorded approximately $609,000 and $815,000, respectively as stock compensation expense from the amortization of stock options issued. As of March 31, 2019, the weighted average remaining contractual life was 8.24 years for options outstanding and 8.07 years for options exercisable. The intrinsic value of options exercisable at March 31, 2019 was $-0-. As of March 31, 2019, the remaining expense is approximately $2,729,00 over the remaining amortization period of 1.43 years. The Company estimates forfeiture and volatility using historical information. The risk-free interest rate is based on the implied yield available on U.S. Treasury zero-coupon issues over the equivalent lives of the options. The expected life of the options represents the estimated period using the simplified method. The Company has not paid dividends on its common stock and no assumption of dividend payment(s) is made in the model. A summary of the option activity is as follow: Number of Options (in shares) Weighted Average Exercise Price Outstanding, January 1, 2019 585,717 $ 15.50 Options granted 29,000 $ 3.70 Options exercised -0- $ -0- Options cancelled/expired (5,167 ) $ (15.90 ) Outstanding, March 31, 2019 609,550 $ 15.00 Exercisable, March 31, 2019 320,053 $ 15.60 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 — COMMITMENTS AND CONTINGENCIES Legal: The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. For the three months ended March 31, 2019 the Company did not have any material legal actions pending. Pension: The Company at its discretion may make matching contributions to the 401(k) plan in which its employees participate. For the three months ended March 31, 2019 and 2018, the Company did not make matching contributions. The Company currently operates a Group Personal Pension Plan in its U.K. subsidiary and funds are invested with Royal London. U.K. employees are entitled to join the plan to which the Company contributes varying amounts subject to status. In addition, the Company operates a stakeholder pension scheme in the U.K. For the three months ended March 31, 2019 and 2018, the Company made matching contributions of $33,000 and $-0-, respectively. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 10 — CONCENTRATIONS During the three months ended March 31, 2019, the Company did not record sales to any single customer in excess of 10% of the Company’s total consolidated sales. During the three months ended March 31, 2018, the Company recorded sales to one customer of $1,023,000 (11%) in excess of 10% of the Company’s total consolidated sales. At March 31, 2019, approximately 12% of net accounts receivable was due from one customer for approximately $649,000. At March 31, 2018, approximately 21% of net accounts receivable was due from two customers broken down individually as follows: $705,000 (11%) and $663,000 (10%). During the three months ended March 31, 2019, approximately 43% of the Company’s inventory purchases were generated from one vendor for approximately $2,467,000. During the three months ended March 31, 2018, approximately 27% of the Company’s inventory purchases were derived from two vendors broken down individually as follows: $695,000 (15%) and $584,000 (12%). As of March 31, 2019, the Company did not record accounts payable to a single vendor in excess of 10%. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | NOTE 11 – REVENUE The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, revenue is disaggregated by primary geographical markets and revenue source. Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 Primary geographical markets: North America $ 3,919,000 $ 3,272,000 South America 19,000 309,000 Europe 2,350,000 4,290,000 Asia 1,390,000 1,392,000 Rest of World 528,000 470,000 $ 8,206,000 $ 9,733,000 Primary revenue source: Equipment sales $ 7,561,000 $ 8,903,000 Installation, integration and repairs 601,000 795,000 Warranties 44,000 35,000 $ 8,206,000 $ 9,733,000 Long-Lived Assets: United States $ 6,119,000 $ 4,005,000 United Kingdom 2,758,000 5,238,000 $ 8,877,000 $ 9,243,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 — SUBSEQUENT EVENTS Common Stock Issuances From April 1, 2019 to May 15, 2019, the Company issued a total of 6,066 shares of common stock to MBMG in settlement of amounts due of $20,000, which represented the grant date fair value of such shares. Reverse Stock Split On April 30, 2019, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a specific ratio within a range from 1-for-3 to 1-for-20, and to grant authorization to the Company’s Board of Directors (the “Board”) to determine, in its sole discretion, the specific ratio and timing of the reverse stock split to occur at any time before December 31, 2019. On April 30, 2019, the Board approved a resolution to authorize the Company to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 1-for-10. On May 7, 2019, the Company effected the 1-for-10 reverse stock split. Upon effectiveness of the reverse stock split, every ten shares of outstanding common stock decreased to one share of common stock. We have retroactively applied the reverse stock split throughout this quarterly report to all periods presented. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business The overarching strategy of Vislink Technologies, Inc. (“Vislink Technologies,” the “Company,” “we,” “our” or “us”) is to design, develop and deliver advanced wireless communications solutions that provide customers in our target markets with enhanced levels of reliability, mobility, performance and efficiency in their business operations and missions. Vislink Technologies’ business lines include the main brands Integrated Microwave Technologies LLC (“IMT”) and Vislink Communications Systems (“Vislink” or “VCS”). There is considerable brand interaction, due to complementary market focus, compatible product and technology development roadmaps, and solution integration opportunities. IMT: IMT develops, manufactures and sells microwave communications equipment utilizing COFDM (Coded Orthogonal Frequency Division Multiplexing) technology. COFDM is a transmission technique that combines encoding technology with OFDM (Orthogonal Frequency Division Multiplexing) modulation to provide the low latency and high image clarity required for real-time live broadcasting video transmissions. IMT has extensive experience in ultra-compact COFDM wireless technology, which has allowed IMT to develop integrated solutions that deliver reliable video footage captured from both aerial and ground-based sources to fixed and mobile receiver locations. Vislink: VCS specializes in the wireless capture, delivery and management of secure, high-quality, live video from the field to the point of usage. VCS designs and manufactures products encompassing microwave radio components, satellite communication, cellular and wireless camera systems, and associated amplifier items. VCS serves two core markets: broadcast and media and law enforcement, public safety and surveillance. In the broadcast and media market, VCS provides broadcast communication links for the collection of live news and sports and entertainment events. VCS’ customers in the broadcast and media market include national broadcasters, multi-channel broadcasters, network owners and station groups, sports and live broadcasters and hosted service providers. In the law enforcement, public safety and surveillance market, VCS provides secure video communications and mission-critical solutions for law enforcement, defense and homeland security applications. VCS’ customers in the law enforcement, public safety and surveillance market include metropolitan, regional and national law enforcement agencies as well as domestic and international defense agencies and organizations. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read in conjunction with the consolidated financial statements as filed on the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the United States Securities and Exchange Commission (the “SEC”) on April 1, 2019. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company’s consolidated financial position as of March 31, 2019, the results of its operations and cash flows for the three months ended March 31, 2019 and 2018. Such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2019 may not be indicative of results for the year ending December 31, 2019. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements and related notes thereto were prepared in conformity with GAAP include the accounts of Vislink Technologies and its wholly-owned subsidiaries, IMT and Vislink, since the date the acquisitions of IMT and Vislink were completed. All material intercompany balances and transactions are eliminated in consolidation. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs related to receivables and inventories, the recoverability of long-lived assets, the valuation allowance relating to the Company’s deferred tax assets, valuation of equity and derivative instruments, debt discounts and the valuation of the assets and liabilities acquired in the acquisition of Vislink. |
Leases | Leases Change in accounting principle In February 2016, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Update No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases on the balance sheet. We have adopted ASU 2016-02 on January 1, 2019 using a modified retrospective transition approach which applies the new standard to all leases existing at the date of initial application. We have also elected to adopt the transitional package of practical expedients as prescribed by Accounting Standards Codification (“ASC”) 842. Accordingly, we are continuing to account for our existing operating leases as operating leases under the new guidance, without reassessing whether the contracts contain a lease under ASC 842 or whether the classification of the operating leases would be different under ASC 842. All our rentals at the adoption date were operating leases for facilities and did not include any non-lease components. As a result of the adoption of ASU 2016-02, on January 1, 2019, we recognized a lease liability of approximately $3.0 million, with corresponding right-of- use (“ROU”) assets of $2.9 million, based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases, less accrued rent of approximately $0.06 million. There are no changes to our previously reported results before January 1, 2019. Lease expense is not expected to change materially as a result of the adoption of ASU 2016-02. |
Inventories | Inventories Inventory is recorded at the lower of cost, on a first-in, first-out basis, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Inventory valuation adjustments are included on the face of the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018. |
Revenue Recognition | Revenue Recognition Change in accounting principle We transitioned to the FASB ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) from ASC Topic 605, Revenue Recognition on January 1, 2019. Our transition to ASC 606 represents a change in accounting principle. ASC 606 eliminates industry-specific guidance and provides a single model for recognizing revenue from contracts with customers. The core principle of ASC 606 is that a reporting entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the reporting entity expects to be entitled for the exchange of those goods or services. We adopted ASC 606 using the modified retrospective method applied to all contracts not completed as of January 1, 2019. Under the modified retrospective transition method, an entity compares the revenue recognized from contract inception up to the date of initial application to the amount that would have been recognized if it had applied ASC 606 since contract inception. The difference between those two amounts would be accounted for as a cumulative effect adjustment and recognized on the date of initial application. The adoption of ASC 606 did not have an impact on the recognition of revenue and no cumulative effect adjustment was recorded. The Company generates all its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised goods or services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps: 1. identification of the contract, or contracts, with a customer; 2. identification of the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to the performance obligations in the contract; and 5. recognition of revenue, when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the goods and services promised in our contracts with customers and identifies a performance obligation for each. To determine the performance obligations, the Company considers all the products and services promised in the contract regardless of whether they are explicitly stated or implied by customary business practices. The timing of satisfaction of the performance obligation is not subject to significant judgment. We measure revenue as the amount of consideration we expect to receive in exchange for transferring goods and services. Excluded from income are the sales value added taxes, and other charges we collect concurrent with revenue-producing activities. |
Stock-Based Compensation | Stock-Based Compensation Effective January 1, 2019, the Company adopted ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to non-employees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to non-employees under Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The adoption of ASU 2018-07 did not have a material impact on the Company’s condensed consolidated financial statements. |
Convertible Debt Instruments | Convertible Debt Instruments The Company records debt net of debt discounts for beneficial conversion features and warrants, on either a relative fair value or fair value basis depending on the respective accounting treatment of each instrument. Beneficial conversion features are recorded pursuant to the Beneficial Conversion (“BCF”) and Debt Topics of the FASB ASC. The amounts allocated to warrants and beneficial conversion rights are recorded as debt discounts with corresponding entries to derivative liability and additional paid-in-capital. Costs paid to third parties ( e.g. The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. If the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to stockholders’ equity. |
Loss Per Share | Loss Per Share The Company reports loss per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic loss per share of common stock is calculated by dividing net loss allocable to common stockholders by the weighted-average shares of common stock outstanding during the period, without consideration of common stock equivalents. Diluted loss per share is calculated by adjusting the weighted-average shares of common stock outstanding for the dilutive effect of common stock equivalents, including stock options and warrants, outstanding for the period as determined using the treasury stock method. For purposes of the diluted net loss per share calculation, common stock equivalents are excluded from the calculation because their effect would be anti-dilutive. Therefore, basic and diluted net loss per share applicable to common stockholders is the same for periods with a net loss. The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Three Months Ended March 31, 2019 2018 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 610 638 Convertible debt 1,352 4 Warrants 1,187 870 3,149 1,512 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the consolidated balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including accounts receivable and accounts payable, the Company estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs consist of items that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: Level 1 – Quoted prices in active markets for identical assets or liabilities. There are no fair valued assets or liabilities classified under Level 1 as of March 31, 2019. Level 2 – Observable prices that are based on inputs not quoted on active markets but corroborated by market data. There are no fair valued assets or liabilities classified under Level 2 as of March 31, 2019. Level 3 – Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs (see Note 7). |
Foreign Currency and Other Comprehensive (Loss)/Income | Foreign Currency and Other Comprehensive (Loss)/Income The functional currency of our foreign subsidiary is typically the applicable local currency which is British Pounds. The translation from the respective foreign currency to United States Dollars (“US Dollars”) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using an average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive (loss)/income. Gains or losses resulting from foreign currency transactions are included in foreign currency income or loss except for the effect of exchange rates on long-term inter-company transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income. Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. The foreign currency exchange gains and losses are included as a component of general and administrative expenses, in the accompanying Unaudited Condensed Consolidated Statements of Operations. The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended March 31, 2019 2018 Net foreign exchange transactions: Gains (losses) $ 89,000 $ (3,600 ) Accumulated comprehensive income: Increases (decreases) $ (33,000 ) $ 83,000 The exchange rates adopted for the foreign exchange transactions are the rates of exchange as quoted on OANDA, a Canadian-based foreign exchange company and internet website providing currency conversion, online retail foreign exchange trading, online foreign currency transfers, and forex information. Translation of amounts from British Pounds into US Dollars was made at the following exchange rates for the respective periods: ● As of March 31, 2019 – British Pounds $1.3023 to US Dollars $1.00. ● Average rate for the three months ended March 31, 2019 – British Pounds $1.30196 to US Dollars $1.00. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events in accordance with ASC 855, Subsequent Events, through the filing date of this Quarterly Report, and determined that no events have occurred that have not been disclosed elsewhere in the notes to the condensed consolidated financial statements (unaudited) that would require adjustments to disclosures in the condensed consolidated financial statements (unaudited), except as disclosed herein (see Note 12). |
Recently Issued Accounting Principles | Recently Issued Accounting Principles In March 2019, the FASB issued ASU 2019-01 “Leases (Topic 842) Codification Improvements” (“ASU 2019-01”). This update amends the following items brought to the FASB’s attention through those interactions with stakeholders: ● Determining the fair value of the underlying assets by lessors that are not manufacturers or dealers. ● Presentation on the statement of cash flows—sales-type and direct financing leases. ● Transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The effective date of those amendments of ASU 2019-01 is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years for any of the following: (1) a public business entity, (2) a not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market, and (3) an employee benefit plan that files financial statements with the SEC. For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted. The adoption of ASU 2019-01 is not expected to have a material impact on our results of operations, financial position or liquidity or our related financial statement disclosures. Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table illustrates the anti-dilutive potential common stock equivalents excluded from the calculation of loss per share (in thousands): Three Months Ended March 31, 2019 2018 Anti-dilutive potential common stock equivalents excluded from the calculation of loss per share: Stock options 610 638 Convertible debt 1,352 4 Warrants 1,187 870 3,149 1,512 |
Schedule of Foreign Exchanges and Changes in Accumulated Comprehensive Income | The Company has recognized foreign exchanges gains and losses and changes in accumulated comprehensive income approximately as follows: For the Three Months Ended March 31, 2019 2018 Net foreign exchange transactions: Gains (losses) $ 89,000 $ (3,600 ) Accumulated comprehensive income: Increases (decreases) $ (33,000 ) $ 83,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following finite assets: Trade Names and Patents and Licenses Technology Customer Relationships Accumulated Accumulated Accumulated Costs Amortization Costs Amortization Costs Amortization Net Balance as of December 31, 2018 $ 12,378,000 $ (9,835,000 ) $ 1,450,000 $ (467,000 ) $ 2,880,000 $ (1,715,000 ) $ 4,691,000 Additions - - - - - - - Amortization - (165,000 ) - (55,000 ) - (216,000 ) (436,000 ) Balance as of March 31, 2019 $ 12,378,000 $ (10,000,000 ) $ 1,450,000 $ (522,000 ) $ 2,880,000 $ (1,931,000 ) $ 4,255,000 |
Schedule of Estimated Amortization Expense for Intangible Assets | The following table represents the estimated amortization expense for total intangible assets for the succeeding five years: Period Ending March 31, 2020 $ 1,674,000 2021 953,000 2022 852,000 2023 361,000 2024 119,000 Thereafter 296,000 $ 4,255,000 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Modified and Non-Modified Debt | The Company has listed a summary of the modified and non-modified debt as follows: Debt Modified Non-modified Total Principal: Beginning balance, January 1, 2019 $ 5,933,289 $ 415,625 $ 6,348,914 Principal payments made in cash — (84,375 ) (84,375 ) Ending balance, March 31, 2019 $ 5,933,289 $ 331,250 $ 6,264,539 Debt discount: Beginning balance, January 1, 2019 $ 47,307 $ 15,683 $ 62,990 Amortization of debt discount (16,875 ) (6,082 ) (22,867 ) Ending balance, March 31, 2019 $ 30,522 $ 9,601 $ 40,123 Modified and un-modified debt, net $ 5,902,767 $ 321,649 $ 6,224,416 |
Schedule of Interest Expense | Items charged to interest expense for the three months ending March 31, 2019 and 2018 are: 2019 2018 Contractual interest expense $ 327,550 — Amortization of debt discount 22,867 — Total charged to interest expense $ 350,417 — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Obligations Assumed | The table below lists location and lease expiration dates from 2020 through 2025: Location Lease End Date Approximate Future Payments Colchester, U.K. – The Fairways Jun 2020 $ 238,000 Colchester, U.K. – Waterside House May 2025 1,163,000 Anaheim, CA Jul 2021 65,000 Billerica, MA May 2021 867,000 Hemel, UK Oct 2020 269,000 Singapore Aug 2020 44,000 Hackettstown, NJ Apr 2020 96,000 Sublets: Colchester, UK – The Fairways Mar 2020 $ 53,000 Hemel, UK Oct 2020 141,000 |
Schedule of Future Minimum Rental Payments for Operating Leases | The Company’s total obligation of minimum future annual rentals, exclusive of real estate taxes and related costs, is approximately as follows: Period Ending March 31, Amount 2020 1,230,000 2021 904,000 2022 344,000 2023 260,000 2024 260,000 Thereafter 260,000 $ 3,258,000 Sublets: 2020 $ 141,000 2021 53,000 $ 194,000 |
Schedule of Operating Lease Data | The following table illustrates specific operating lease data as of March 31, 2019: Lease cost: Operating lease cost $ 301,000 Short-term lease cost 31,000 Variable lease cost — Total lease cost $ 332,000 Cash paid for amounts in lease liabilities: Operating cash flows from operating leases $ 310,000 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,899,000 Weighted-average remaining lease term—operating leases 3.61 years Weighted-average discount rate—operating leases 9.2 % |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Valuation and Warrants Exercisable | The following are the key assumptions that were used in connection with the valuation of the warrants exercisable into common stock as of March 31, 2019 and 2018: Three Months Ended March 31, 2019 2018 Number of shares underlying the warrants 492,815 96,808 Fair market value of stock $ 3.50 $ 8.70 Exercise price $ 4.50 to 137.90 $ 20 to 24,000 Volatility 81% to 148 % 54% to 162 % Risk-free interest rate 2.21% to 2.27 % 1.93% to 2.39 % Expected dividend yield — — Warrant life (years) 0.8 to 4.2 0.5 to 3.3 |
Schedule of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: Three Months Ended March 31, 2019 2018 Beginning balance $ 1,118,000 $ 1,271,000 Recognition of warrant liability on issuance dates — — Change in fair value of derivative liabilities 74,000 (609,000 ) Ending balance $ 1,192,000 $ 662,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Warrant Outstanding | The following table sets forth common stock purchase warrants outstanding as of March 31, 2019: Number of Warrants (in shares) Weighted Average Exercise Price Outstanding, December 31, 2018 1,187,181 $ 19.80 Warrants granted -0- $ -0- Warrants exercised -0- $ -0- Warrants cancelled/expired -0- $ -0- Outstanding, March 31, 2019 1,187,181 $ 19.80 Exercisable, March 31, 2019 1,187,181 $ 19.80 |
Schedule of Stock Option Activity | A summary of the option activity is as follow: Number of Options (in shares) Weighted Average Exercise Price Outstanding, January 1, 2019 585,717 $ 15.50 Options granted 29,000 $ 3.70 Options exercised -0- $ -0- Options cancelled/expired (5,167 ) $ (15.90 ) Outstanding, March 31, 2019 609,550 $ 15.00 Exercisable, March 31, 2019 320,053 $ 15.60 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disggregation of Revenue | The Company has one operating segment, and the decision-making group is the senior executive management team. In the following table, revenue is disaggregated by primary geographical markets and revenue source. Three Months Ended Three Months Ended March 31, 2019 March 31, 2018 Primary geographical markets: North America $ 3,919,000 $ 3,272,000 South America 19,000 309,000 Europe 2,350,000 4,290,000 Asia 1,390,000 1,392,000 Rest of World 528,000 470,000 $ 8,206,000 $ 9,733,000 Primary revenue source: Equipment sales $ 7,561,000 $ 8,903,000 Installation, integration and repairs 601,000 795,000 Warranties 44,000 35,000 $ 8,206,000 $ 9,733,000 Long-Lived Assets: United States $ 6,119,000 $ 4,005,000 United Kingdom 2,758,000 5,238,000 $ 8,877,000 $ 9,243,000 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details Narrative) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Lease liability | $ 2,740,000 | |
Right of use of asset | $ 2,665,000 | |
Foreign exchange transaction rate | 1 | |
Foreign exchange transactions average rate | 1 | |
GBP [Member] | ||
Foreign exchange transaction rate | 1.3023 | |
Foreign exchange transactions average rate | 1.30196 | |
January 1, 2019 [Member] | ||
Lease liability | $ 3,000,000 | |
Right of use of asset | 2,900,000 | |
Accrued rent | $ 6,000 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive securities excluded from computation of earnings per share, amount | 3,149 | 1,512 |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 610 | 638 |
Convertible Debt [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,352 | 4 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,187 | 870 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of Foreign Exchanges and Changes in Accumulated Comprehensive Income (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accounting Policies [Abstract] | ||
Net foreign exchange transactions: Gains (losses) | $ 89,000 | $ (3,600) |
Accumulated comprehensive income: Increases (decreases) | $ (33,000) | $ 83,000 |
Liquidity and Financial Condi_2
Liquidity and Financial Condition (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Liquidity And Financial Condition | ||||
Cash | $ 324,000 | $ 455,000 | $ 2,005,000 | $ 2,799,000 |
Working capital | 6,700,000 | |||
Accumulated deficit | (237,615,000) | (234,525,000) | ||
Loss from operations | (2,666,000) | (4,331,000) | 2,700,000 | |
Cash used in operating activities | (1,564,000) | $ (2,352,000) | 1,600,000 | |
Expected amount of savings in cost reduction plan | 8,200,000 | |||
Other expenses | 1,300,000 | |||
Debt instrument, principal amount | 5,600,000 | |||
Costs incurred for elimination of xMax and federal divisions | $ 100,000 | |||
Audit fees | 65,000 | |||
Costs incurred for special shareholder meeting abandoned | $ 60,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Net of capitalized cost patent and licenses | $ 2,400,000 | $ 2,500,000 | |
Amortization of intangible assets | $ 436,000 | $ 577,000 | |
Amortized weighted average remaining life | 3 years 9 months 18 days | ||
Patents and Licenses [Member] | Minimum [Member] | |||
Finite-lived intangible asset, useful life | 18 years 6 months | ||
Patents and Licenses [Member] | Maximum [Member] | |||
Finite-lived intangible asset, useful life | 20 years | ||
Other Intangible Assets [Member] | Minimum [Member] | |||
Finite-lived intangible asset, useful life | 3 years | ||
Other Intangible Assets [Member] | Maximum [Member] | |||
Finite-lived intangible asset, useful life | 15 years |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Beginning balance cost/ accumulated amortization | $ 4,691,000 |
Additions,cost/ accumulated amortization | |
Amortization, cost/ accumulated amortization | (436,000) |
Ending balance, cost/ accumulated amortization | 4,255,000 |
Patents and Licenses [Member] | |
Beginning balance cost | 12,378,000 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 12,378,000 |
Beginning balance, accumulated amortization | (9,835,000) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated amortization | (165,000) |
Ending balance, accumulated amortization | (10,000,000) |
Trade Names and Technology [Member] | |
Beginning balance cost | 1,450,000 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 1,450,000 |
Beginning balance, accumulated amortization | (467,000) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated amortization | (55,000) |
Ending balance, accumulated amortization | (522,000) |
Customer Relationships [Member] | |
Beginning balance cost | 2,880,000 |
Intangible assets, Additions | |
Intangible assets, Amortization | |
Ending balance cost | 2,880,000 |
Beginning balance, accumulated amortization | (1,715,000) |
Intangible assets accumulated amortization, Additions | |
Intangible assets accumulated amortization | (216,000) |
Ending balance, accumulated amortization | $ (1,931,000) |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Amortization Expense for Intangible Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,674,000 | |
2021 | 953,000 | |
2022 | 852,000 | |
2023 | 361,000 | |
2024 | 119,000 | |
Thereafter | 296,000 | |
Finite-Lived Intangible Assets, Net, Total | $ 4,255,000 | $ 4,691,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | Dec. 03, 2018 | Oct. 09, 2018 | May 29, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument, Face Amount | $ 5,600,000 | ||||
Dividend Yield [Member] | |||||
Fair value of assumptions percentage | 0.00% | ||||
Expected Volatility [Member] | |||||
Fair value of assumptions percentage | 163.50% | ||||
Measurement Input, Risk Free Interest Rate [Member] | |||||
Fair value of assumptions percentage | 0.27% | ||||
Measurement Input, Expected Dividend Rate [Member] | |||||
Fair value of assumptions of term | 5 years | ||||
Common Stock Warrants [Member] | |||||
Debt maturity date | May 29, 2023 | ||||
Warrant exercise price | $ 10 | ||||
Proceeds from Issuance of debt discount warrants | $ 1,788,171 | ||||
6% Percent Senior Secured Convertible Debentures [Member] | |||||
Debt Instrument, Face Amount | $ 4,000,000 | ||||
Stock Repurchased During Period, Shares | 300,000 | ||||
Proceeds Issuance Costs | $ 3,636,760 | ||||
Debt Related Commitment Fees and Debt Issuance Costs | 363,240 | ||||
Debt maturity date | May 29, 2019 | ||||
Debt instrument, convertible, conversion price | $ 10 | ||||
Debt Conversion, Description | If held beyond maturity, the conversion rate shall equal the lesser of (i) the then conversion price and (ii) 85% of the Volume Weighted Average Price for the trading day immediately before the applicable conversion date. The Company shall pay interest to the holders on the aggregate and unconverted and outstanding principal amount on January 1, April 1, July 1 and October 1, with the remaining principal balance due at maturity. | ||||
Beneficial conversion | $ 193,877 | ||||
Debt Modification of the May 2018 Financing executed on October 9, 2018 [Member] | |||||
Debt maturity date | Sep. 30, 2019 | ||||
Debt instrument, convertible, conversion price | $ 2 | $ 4.50 | |||
Stock issued during period, shares, conversion of convertible securities | 30,266 | ||||
Additional debt discount with an offset to equity | $ 90,050 | ||||
Compensatory shares | 30,266 | ||||
Debt extinguishment | $ 160,407 | ||||
Debt interest rate | 10.00% | ||||
Debt discount percentage on principal amount | 5.00% | ||||
Percentage of Cash Flows from debt instrument | 10.00% | ||||
Debt issuance cost | $ 70,000 | ||||
Gain (loss) on extinguishment of debt | $ 1,059,870 | ||||
Debt Modification of the May 2018 Financing executed on October 9, 2018 [Member] | Minimum [Member] | |||||
Debt instrument, convertible, conversion price | $ 4.50 | ||||
Debt Modification of the May 2018 Financing executed on October 9, 2018 [Member] | Maximum [Member] | |||||
Debt instrument, convertible, conversion price | $ 10 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Modified and Non-Modified Debt (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt principal, beginning balance | $ 6,348,914 | |
Principal payments made in cash | (84,375) | |
Debt principal, ending balance | 6,264,539 | |
Debt discount, beginning balance | 62,990 | |
Amortization of debt discount | (22,867) | |
Debt discount, ending balance | 40,123 | |
Modified and un-modified debt, net | 6,224,416 | |
Modified [Member] | ||
Debt principal, beginning balance | 5,933,289 | |
Principal payments made in cash | ||
Debt principal, ending balance | 5,933,289 | |
Debt discount, beginning balance | 47,307 | |
Amortization of debt discount | (16,875) | |
Debt discount, ending balance | 30,522 | |
Modified and un-modified debt, net | 5,902,767 | |
Non-Modified [Member] | ||
Debt principal, beginning balance | 415,625 | |
Principal payments made in cash | (84,375) | |
Debt principal, ending balance | 331,250 | |
Debt discount, beginning balance | 15,683 | |
Amortization of debt discount | (6,082) | |
Debt discount, ending balance | 9,601 | |
Modified and un-modified debt, net | $ 321,649 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 327,550 | |
Amortization of debt discount | (22,867) | |
Total charged to interest expense | $ 350,417 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Right of use of assets | $ 2,665,000 | ||
Lease liabilities | 2,740,000 | ||
Lease liabilities, current | $ 1,029,000 | ||
Weighted average remaining term for lease | 3 years 7 months 10 days | ||
Lease maturity date, description | Maturity dates ranging from April 2020 to May 2025. | ||
Weighted average discount rate, percentage | 9.20% | ||
Rental fees | $ 297,000 | $ 359,000 | |
Rent income | $ 35,000 | $ 38,000 |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligations Assumed (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Approximate Future Payments | $ 3,258,000 |
Sublets [Member] | |
Approximate Future Payments | $ 194,000 |
Colchester, U.K. - The Fairways [Member] | |
Lease Expiration Date | Jun. 30, 2020 |
Approximate Future Payments | $ 238,000 |
Colchester, U.K. - The Fairways [Member] | Sublets [Member] | |
Lease Expiration Date | May 31, 2020 |
Approximate Future Payments | $ 53,000 |
Colchester, U.K. - Waterside House [Member] | |
Lease Expiration Date | May 31, 2025 |
Approximate Future Payments | $ 1,163,000 |
Anaheim, CA [Member] | |
Lease Expiration Date | Jul. 31, 2021 |
Approximate Future Payments | $ 65,000 |
Billerica, MA [Member] | |
Lease Expiration Date | May 31, 2021 |
Approximate Future Payments | $ 867,000 |
Hemel, U.K [Member] | |
Lease Expiration Date | Oct. 31, 2020 |
Approximate Future Payments | $ 269,000 |
Hemel, U.K [Member] | Sublets [Member] | |
Lease Expiration Date | Oct. 31, 2020 |
Approximate Future Payments | $ 141,000 |
Singapore [Member] | |
Lease Expiration Date | Aug. 31, 2020 |
Approximate Future Payments | $ 44,000 |
Hackettstown, NJ [Member] | |
Lease Expiration Date | Apr. 30, 2020 |
Approximate Future Payments | $ 96,000 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2019USD ($) |
2020 | $ 1,230,000 |
2021 | 904,000 |
2022 | 344,000 |
2023 | 260,000 |
2024 | 260,000 |
Thereafter | 260,000 |
Operating Leases, Future Minimum Payments Due, Total | 3,258,000 |
Sublets [Member] | |
2020 | 141,000 |
2021 | 53,000 |
Operating Leases, Future Minimum Payments Due, Total | $ 194,000 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Data (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease cost | $ 301,000 |
Short-term lease cost | 31,000 |
Variable lease cost | |
Total lease cost | 332,000 |
Operating cash flows from operating leases | 310,000 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,899,000 |
Weighted-average remaining lease term-operating leases | 3 years 7 months 10 days |
Weighted-average discount rate-operating leases | 9.20% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Consulting fees | $ 150,000 | $ 75,000 |
Additional consulting fees | $ 25,000 | $ 0 |
Number of shares issued for settlement | 8,159 | 641 |
Issued share for settlement, value | $ 30,000 | $ 10,000 |
MB Merchant Group, LLC [Member] | ||
Repayments to related party debt | 230,000 | 155,000 |
Due to related parties | $ 276,000 | $ 361,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Valuation and Warrants Exercisable (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of shares underlying the warrants | 492,815 | 96,808 |
Fair market value of stock | $ 3.50 | $ 8.70 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Assumptions Rate | 0.00% | 0.00% |
Minimum [Member] | ||
Exercise price | $ 4.50 | $ 20 |
Warrant life (years) | 9 months 18 days | 6 months |
Minimum [Member] | Expected Volatility [Member] | ||
Fair Value Assumptions Rate | 81.00% | 54.00% |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Assumptions Rate | 2.21% | 1.93% |
Maximum [Member] | ||
Exercise price | $ 137.90 | $ 24,000 |
Warrant life (years) | 4 years 2 months 12 days | 3 years 3 months 19 days |
Maximum [Member] | Expected Volatility [Member] | ||
Fair Value Assumptions Rate | 148.00% | 162.00% |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Assumptions Rate | 2.27% | 2.39% |
Derivative Liabilities - Sche_2
Derivative Liabilities - Schedule of Changes in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 1,118,000 | $ 1,271,000 |
Recognition of warrant liabilities on issuance dates | ||
Change in fair value of derivative liabilities | 74,000 | (609,000) |
Ending balance | $ 1,192,000 | $ 662,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of common stock shares issued to related party obligations | 8,159 | |
Number of common stock shares issued to related party obligations, value | $ 30,000 | |
Share-based compensation | $ 609,000 | $ 815,000 |
Common Stock Warrants [Member] | ||
Weighted average fair value of exercise price granted | $ 19.80 | |
Weighted average remaining contractual life | 3 years 1 month 6 days | |
Intrinsic value exercisable, per share | ||
Common Stock Options [Member] | ||
Weighted average remaining contractual life | 8 years 2 months 27 days | |
Intrinsic value exercisable, per share | $ 0 | |
Weighted average remaining contractual life, exercisable | 8 years 26 days | |
Unrecognized cost of unvested options | $ 272,900 | |
Remaining amortization period | 1 year 5 months 5 days | |
Employee Consultant Agreements [Member] | ||
Number of common stock shares issued under compensation | 19,631 | |
Number of common stock issued under compensation, value | $ 70,625 | |
Employees, Directors, Consultants and Other Professionals [Member] | ||
Number of common stock shares issued under compensation | 17,984 | |
Number of common stock issued under compensation, value | $ 66,181 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Outstanding (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of warrants, Beginning Balance | shares | 1,187,181 |
Number of warrants, Granted | shares | 0 |
Number of warrants, Exercised | shares | 0 |
Number of warrants, cancelled/expired | shares | 0 |
Number of warrants, Ending outstanding | shares | 1,187,181 |
Number of warrants, Ending exercisable | shares | 1,187,181 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 19.80 |
Weighted Average Exercise Price, Granted | $ / shares | 0 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, cancelled/expired | $ / shares | 0 |
Weighted Average Exercise Price, Ending outstanding | $ / shares | 19.80 |
Weighted Average Exercise Price, Ending exercisable | $ / shares | $ 19.80 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Equity [Abstract] | |
Number of Options, Beginning Balance | shares | 585,717 |
Number of Options, Granted | shares | 29,000 |
Number of Options, Exercised | shares | 0 |
Number of Options, cancelled/Expired | shares | (5,167) |
Number of Options, Ending Outstanding | shares | 609,550 |
Number of Options Exercisable | shares | 320,053 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 15.50 |
Weighted Average Exercise Price, Granted | $ / shares | 3.70 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, cancelled/Expired | $ / shares | (15.90) |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 15 |
Weighted Average Exercise Price, Exercisable Balance | $ / shares | $ 15.60 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stakeholder Pension Scheme [Member] | ||
Contributions by employer amount | $ 33,000 | $ 0 |
Concentrations (Details Narrati
Concentrations (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Accounts payable | $ 5,985,000 | $ 7,072,000 | ||
Sales Revenue, Net [Member] | One Customer [Member] | ||||
Concentration risk percentage | 10.00% | |||
Concentration risk net assets amount | $ 1,023,000 | |||
Sales Revenue, Net [Member] | One Customer [Member] | Maximum [Member] | ||||
Concentration risk percentage | 11.00% | |||
Accounts Receivable [Member] | One Customer [Member] | ||||
Concentration risk percentage | 12.00% | |||
Accounts Receivable [Member] | Customer [Member] | ||||
Concentration risk percentage | 10.00% | |||
Accounts Receivable [Member] | Customer One [Member] | ||||
Concentration risk percentage | 11.00% | |||
Concentration risk net assets amount | $ 705,000 | $ 649,000 | ||
Accounts Receivable [Member] | Two Customer [Member] | ||||
Concentration risk percentage | 21.00% | |||
Accounts Receivable [Member] | Customer Two [Member] | ||||
Concentration risk percentage | 10.00% | |||
Concentration risk net assets amount | $ 663,000 | |||
Inventories [Member] | One Vendor [Member] | ||||
Concentration risk percentage | 43.00% | |||
Concentration risk net assets amount | $ 2,467,000 | |||
Accounts payable | ||||
Inventories [Member] | Two Vendors [Member] | ||||
Concentration risk percentage | 27.00% | |||
Inventories [Member] | Vendor One [Member] | ||||
Concentration risk percentage | 15.00% | |||
Concentration risk net assets amount | $ 695,000 | |||
Inventories [Member] | Vendor Two [Member] | ||||
Concentration risk percentage | 12.00% | |||
Concentration risk net assets amount | $ 584,000 | |||
Accounts Payable [Member] | One Vendor [Member] | Maximum [Member] | ||||
Concentration risk percentage | 10.00% |
Revenue - Schedule of Disggrega
Revenue - Schedule of Disggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, net | $ 8,206,000 | $ 9,733,000 |
Long-Lived Assets | 8,877,000 | 9,243,000 |
Equipment Sales [Member] | ||
Revenue, net | 7,561,000 | 8,903,000 |
Installation, Integration and Repairs [Member] | ||
Revenue, net | 601,000 | 795,000 |
Warranties [Member] | ||
Revenue, net | 44,000 | 35,000 |
North America [Member] | ||
Revenue, net | 3,919,000 | 3,272,000 |
South America [Member] | ||
Revenue, net | 19,000 | 309,000 |
Europe [Member] | ||
Revenue, net | 2,350,000 | 4,290,000 |
Asia [Member] | ||
Revenue, net | 1,390,000 | 1,392,000 |
Rest of World [Member] | ||
Revenue, net | 528,000 | 470,000 |
United States [Member] | ||
Long-Lived Assets | 6,119,000 | 4,005,000 |
United Kingdom [Member] | ||
Long-Lived Assets | $ 2,758,000 | $ 5,238,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 30, 2019 | May 15, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Issued share for settlement, value | $ 66,000 | $ 68,000 | ||
Subsequent Event [Member] | ||||
Number of shares issued for settlement, shares | 6,066 | |||
Issued share for settlement, value | $ 20,000 | |||
Reverse stock split ratio, description | On April 30, 2019, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at a specific ratio within a range from 1-for-3 to 1-for-20, and to grant authorization to the Company’s Board of Directors (the “Board”) to determine, in its sole discretion, the specific ratio and timing of the reverse stock split to occur at any time before December 31, 2019. On April 30, 2019, the Board approved a resolution to authorize the Company to effect a reverse stock split of the Company’s outstanding common stock at a ratio of 1-for-10. On May 7, 2019, the Company effected the 1-for-10 reverse stock split. Upon effectiveness of the reverse stock split, every ten shares of outstanding common stock decreased to one share of common stock. We have retroactively applied the reverse stock split throughout this quarterly report to all periods presented. |