Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 07, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'One Horizon Group, Inc. | ' |
Entity Central Index Key | '0000225211 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 32,921,533 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $424 | $2,070 |
Accounts receivable | 7,938 | 7,264 |
Other assets | 854 | 139 |
Total current assets | 9,216 | 9,473 |
Property and equipment, net | 270 | 315 |
Intangible assets, net | 12,411 | 12,760 |
Investment | 21 | 23 |
Total assets | 21,918 | 22,571 |
Current liabilities: | ' | ' |
Accounts payable | 681 | 661 |
Accrued expenses | 1,227 | 964 |
Accrued compensation | 50 | 59 |
Income taxes | 94 | 117 |
Amounts due to related parties | 3,500 | 3,500 |
Current portion of long-term debt | 66 | 65 |
Total current liabilities | 5,618 | 5,366 |
Long-term liabilities | ' | ' |
Long term debt, net of current portion | 153 | 184 |
Deferred income taxes | 289 | 445 |
Mandatorily redeemable preferred shares | 90 | 90 |
Total liabilities | 6,150 | 6,085 |
One Horizon Group, Inc. stockholders' equity | ' | ' |
Preferred stock $0.0001 par value, authorized 50,000,000; no shares issued or outstanding | 0 | 0 |
Common stock $0.0001 par value, authorized 200,000,000 shares issued and outstanding 32,935,069 shares (December 2013 32,920,069) | 3 | 3 |
Additional paid-in capital | 28,592 | 28,269 |
Retained Earnings (Deficit) | -14,230 | -13,319 |
Accumulated other comprehensive income | 1,072 | 1,137 |
Total One Horizon Group, Inc. stockholders' equity | 15,437 | 16,090 |
Non-controlling interest | 331 | 396 |
Total Equity | 15,768 | 16,486 |
Total liabilities and equity | $21,918 | $22,571 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, Authorized | 50,000,000 | 50,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 32,935,069 | 32,920,069 |
Common stock, outstanding | 32,935,069 | 32,920,069 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $1,304 | $1,253 | $2,489 | $3,172 |
Cost of Revenue: | ' | ' | ' | ' |
Hardware | 66 | 481 | 128 | 488 |
Amortization of software development costs | 483 | 404 | 969 | 850 |
Gross margin | 755 | 368 | 1,392 | 1,834 |
Expenses: | ' | ' | ' | ' |
General and administrative | 1,190 | 2,221 | 2,318 | 3,694 |
Depreciation | 46 | 39 | 94 | 75 |
Total Expenses | 1,236 | 2,260 | 2,412 | 3,769 |
Loss from operations | -481 | -1,892 | -1,020 | -1,935 |
Other income and expense: | ' | ' | ' | ' |
Interest expense | -20 | -7 | -20 | -12 |
Interest expense - related parties | -35 | -50 | -75 | -100 |
Foreign exchange | -10 | 0 | -19 | 0 |
Interest income | 1 | 0 | 2 | 0 |
Other income and expense | -64 | -57 | -112 | -112 |
Loss before income taxes | -545 | -1,949 | -1,132 | -2,047 |
Income taxes expense (benefit) | 0 | 0 | -156 | 0 |
Net Loss for the period | -545 | -1,949 | -976 | -2,047 |
Loss attributable to the non-controlling interest | -22 | -44 | -65 | -44 |
Net Loss for the period attributable to One Horizon Group, Inc. | ($523) | ($1,905) | ($911) | ($2,003) |
Earnings (Loss) per share | ' | ' | ' | ' |
Basic and diluted net loss per share | ($0.02) | ($0.06) | ($0.03) | ($0.06) |
Weighted average number of shares outstanding | ' | ' | ' | ' |
Basic and diluted | 32,935 | 31,676 | 32,935 | 31,446 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Consolidated Statements Of Comprehensive Income Loss | ' | ' | ' | ' |
Net (loss) | ($545) | ($1,949) | ($976) | ($2,047) |
Other comprehensive income: | ' | ' | ' | ' |
Foreign currency translation adjustment gain (loss) | -84 | 13 | -65 | -50 |
Total comprehensive loss | -629 | -1,936 | -1,041 | -2,097 |
Comprehensive loss attributable to the non-controlling interest | -22 | -44 | -65 | -44 |
Comprehensive loss attributable to One Horizon Group, Inc. | ($607) | ($1,892) | ($976) | ($2,053) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total |
In Thousands, except Share data | ||||||
Beginning Balance, Amount at Dec. 31, 2013 | $3 | $28,269 | ($13,319) | $1,137 | $396 | $16,090 |
Beginning Balance, Shares (in thousands) at Dec. 31, 2013 | 32,921 | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | -911 | ' | -65 | -976 |
Foreign currency translation adjustment | ' | ' | ' | -65 | ' | -65 |
Common stock issued for services received, Shares (in thousands) | 15 | ' | ' | ' | ' | ' |
Common stock issued for services received, Amount | ' | 65 | ' | ' | ' | 65 |
Options issued for services, Amount | ' | 258 | ' | ' | ' | 258 |
Ending Balance, Amount at Jun. 30, 2014 | $3 | $28,592 | ($14,230) | $1,072 | $331 | $15,768 |
Ending Balance, Shares (in thousands) at Jun. 30, 2014 | 32,936 | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash provided by (used in) operating activities: | ' | ' |
Net income (loss) for the period | ($911) | ($2,003) |
Adjustment to reconcile net loss for the period to net cash provided by (used in) operating activities: | ' | ' |
Depreciation of property and equipment | 94 | 75 |
Amortization of intangible assets | 969 | 850 |
Common stock issued for services received | 65 | 593 |
Options issued for services | 258 | 0 |
Deferred income taxes | -156 | 0 |
Warrants issued for services received | 0 | 247 |
Net income (loss) attributable to non-controlling interest | -65 | -44 |
Changes in operating assets and liabilities net of effects of acquistions: | ' | ' |
Accounts receivable | -674 | -2,181 |
Other assets | -715 | -86 |
Accounts payable and accrued expenses | 276 | 821 |
Net cash (used in) operating activities | -859 | -1,728 |
Cash flows from investing activities: | ' | ' |
Acquisition of intangible assets | -637 | -494 |
Acquisition of property and equipment | -49 | -104 |
Other assets | 0 | -31 |
Net cash (used in) investing activities | -686 | -629 |
Cash provided by (used in) financing activities: | ' | ' |
Increase (decrease) in long-term borrowing, net | -30 | 2 |
Proceeds from issuance of common stock | 0 | 3,100 |
Advances from related parties, net of repayments | 0 | 500 |
Net cash provided by (used in) financing activities | -30 | 3,602 |
Increase (decrease) in cash during the period | -1,575 | 1,245 |
Foreign exchange effect on cash | -71 | ' |
Cash at beginning of the period | 2,070 | 699 |
Cash at end of the period | 424 | 1,944 |
Supplementary Information: | ' | ' |
Interest paid | 0 | 0 |
Income taxes paid | 0 | 0 |
Non-cash transactions: | ' | ' |
Common stock issued for subscription receivable | 0 | 2,900 |
Common stock issued for services received | 0 | 593 |
Warrants issued, and vested, for services received | 0 | 247 |
Contribution of software for non-controlling interest in exchange for software with a fair value of $500 | $0 | $500 |
1_Description_of_Business_Orga
1. Description of Business, Organization and Principles of Consolidation | 6 Months Ended |
Jun. 30, 2014 | |
Description Of Business Organization And Principles Of Consolidation | ' |
1. Description of Business, Organization and Principles of Consolidation | ' |
Description of Business | |
One Horizon Group, Inc., (the “Company” or “Horizon”) develops proprietary software primarily in the Voice over Internet Protocol (VoIP) and bandwidth optimization markets (“Horizon Globex”) and provides it under perpetual license arrangements (“Master License”) throughout the world. The Company sells related user licenses and software maintenance services as well. | |
Interim Period Financial Statements | |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the Securities and Exchange Commission’s instructions. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The results of operations reflect interim adjustments, all of which are of a normal recurring nature and, in the opinion of management, are necessary for a fair presentation of the results for such interim period. The results reported in these interim consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and note disclosure normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on April 15, 2014. | |
Principles of Consolidation and Combination | |
The June 30, 2014 and 2013 consolidated financial statements include the accounts of One Horizon Group, Inc. and its wholly owned subsidiaries One Horizon Group plc (“OHG”), Horizon Globex GmbH, Abbey Technology GmbH, One Horizon Hong Kong Limited, Horizon Globex Ireland Limited, Global Phone Credit Limited and Ishuo Network Information Co., Ltd. together with Horizon Network Technology Co. Ltd. which is a 75% owned subsidiary. | |
All significant intercompany balances and transactions have been eliminated. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 6 Months Ended | |
Jun. 30, 2014 | ||
Summary Of Significant Accounting Policies | ' | |
2. Summary of Significant Accounting Policies | ' | |
Basis of Accounting and Presentation | ||
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States | ||
The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. | ||
Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. | ||
Cash | ||
Cash and cash equivalents include bank demand deposit accounts and highly liquid short term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the United Kingdom, Switzerland, Ireland, Singapore, Hong Kong and China which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. | ||
Accounts Receivable | ||
Accounts receivable result primarily from sale of software and licenses to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $212,000 and $218,000 for doubtful accounts at June 30, 2014 and 2013, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. At June 30, 2014 and December 31, 2013, two customers accounted for 24% and one customer accounted for 15%, respectively, of the accounts receivable balance. | ||
Property and Equipment | ||
Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease. | ||
Repairs and maintenance are charged to expense as incurred. Expenditures that substantially increase the useful lives of existing assets are capitalized. | ||
Fair Value Measurements | ||
Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable: | ||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | ||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities. | ||
Intangible Assets | ||
Intangible assets include software development costs and customer lists and are amortized on a straight-line basis over the estimated useful lives of five years for customer lists and ten years for software development. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. The Company performs periodic reviews of its capitalized intangible assets to determine if the assets have continuing value to the Company. | ||
The Company expenses all costs related to the development of software as incurred, other than those incurred after the achievement of technological feasibility during the application development stage. The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high-risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products. | ||
During the six months ended June 30, 2014 and 2013 software development costs of $637,000 and $494,000, respectively, have been capitalized. | ||
Impairment of Other Long-Lived Assets | ||
The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the six months ended June 30, 2014 and 2013 the Company identified no impairment losses related to the Company’s long-lived assets. | ||
Revenue Recognition | ||
The Company recognizes revenue when it is realized or realizable and earned. The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured. | ||
● | Software and licenses – revenue from sales of perpetual licenses to top-tier telecom entities is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from sales of perpetual licenses to other entities is recognized over the agreed collection period. | |
● | Revenues for user licenses purchased by customers are recognized when the user license is delivered. | |
● | Revenues for maintenance services are recognized over the period of delivery of the services. | |
We enter into arrangements in which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, we allocate revenue to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist. | ||
For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed and determinable. This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions. In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection. | ||
In order to determine the company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements Included in the arrangement, length of payment terms and economics of license arrangement. | ||
If the presumption cannot be overcome due to a lack of such evidence, revenue is recognized as payments become due, assuming all other revenue recognition criteria has been met. | ||
Leases | ||
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. | ||
Assets held under finance leases are recognized as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. | ||
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. | ||
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. | ||
Advertising Expenses | ||
It is the Company’s policy to expense advertising costs as incurred. No advertising costs were incurred during the three and six months ended June 30, 2014 and 2013. | ||
Research and Development Expenses | ||
Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of internal-use software required to be expensed. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred no research and development costs in the three and six months ended June 30, 2014 and 2013. | ||
Income Taxes | ||
Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. | ||
The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. | ||
Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. | ||
Net Loss per Share | ||
Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six months ended June 30, 2014 and 2013, outstanding stock options and warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. | ||
Accumulated Other Comprehensive Income (Loss) | ||
Other comprehensive income (loss), as defined, includes net income, foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. | ||
Use of Estimates | ||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. | ||
Financial Instruments | ||
The Company has the following financial instruments: cash, amounts due to related parties and long-term debt. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature valued consistent with the use of level 2 inputs. The fair value of amounts due to related parties is not determinable. | ||
Share-Based Compensation | ||
The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures. | ||
Recently Issued Accounting Standards | ||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09 - Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on our financial statements. | ||
3_China_Operations
3. China Operations | 6 Months Ended |
Jun. 30, 2014 | |
China Operations | ' |
3. China Operations | ' |
During the year ended December 31, 2013, the Company established a subsidiary in China, Horizon Network Technology Co. Ltd. (“HNT”). The establishment of HNT is part of the Company’s strategic plan to expand the application of mobile software and related marketing efforts into emerging markets. The Company contributed $1.5 million for a 75% ownership interest in HNT. The remaining 25% ownership interest in HNT was acquired by non-related parties through the transfer of noncash assets with a fair value of $500,000. | |
The results of operations, assets, liabilities and cash flows of HNT have been consolidated in the accompanying condensed consolidated financial statements as the Company owns a controlling interest. The ownership interests in HNT held by parties other than the Company are presented separately from the Company’s equity on the Consolidated Balance Sheet. The amount of consolidated net loss attributable to the Company and the non-controlling interest are both presented on the face of the Consolidated Statement of Operations. |
4_Property_and_Equipment_net
4. Property and Equipment, net | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property And Equipment Net | ' | ||||||||
4. Property and Equipment, net | ' | ||||||||
Property and equipment consist of the following: (in thousands) | |||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 265 | $ | 265 | |||||
Motor vehicle | 120 | 120 | |||||||
Equipment | 358 | 310 | |||||||
743 | 695 | ||||||||
Less accumulated depreciation | (473 | ) | (380 | ) | |||||
Property and equipment, net | $ | 270 | $ | 315 |
5_Intangible_Assets
5. Intangible Assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Intangible Assets | ' | ||||||||
5. Intangible Assets | ' | ||||||||
Intangible assets consist primarily of software development costs and customer and reseller relationships which are amortized over the estimated useful life, generally on a straight-line basis with the exception of customer relationships, which are generally amortized over the greater of straight-line or the related asset’s pattern of economic benefit (in thousands): | |||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Horizon software | $ | 18,214 | $ | 17,599 | |||||
ZTEsoft Telecom software | 494 | 497 | |||||||
Contractual relationships | 885 | 885 | |||||||
19,593 | 18,981 | ||||||||
Less accumulated amortization | (7,182 | ) | (6,221 | ) | |||||
Intangible assets, net | $ | 12,411 | $ | 12,760 | |||||
Amortization of intangible assets for each of the next five years is estimated to be $1,900,000 per year. |
6_Longterm_Debt
6. Long-term Debt | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Long-term Debt, Unclassified [Abstract] | ' | ||||||||
6. Long-term Debt | ' | ||||||||
Long – term liabilities consist of the following (in thousands) : | |||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Vehicle loan | $ | 44 | $ | 51 | |||||
Equipment loan | 22 | 27 | |||||||
Office term loan | 153 | 171 | |||||||
219 | 249 | ||||||||
Less current portion | (66 | ) | (65 | ) | |||||
Balance | $ | 153 | $ | 184 | |||||
7_RelatedParty_Transactions
7. Related-Party Transactions | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
7. Related-Party Transactions | ' | ||||||||
Amounts due to related parties include the following: (in thousands): | |||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Loans due to stockholders | $ | 3,500 | $ | 3,500 | |||||
Loans due to stockholders include: | |||||||||
● | Balance of loans, advanced during 2011, of $1,500,000 which are unsecured and have an interest rate of 10%. During the six months ended June 30, 2014 and 2013 interest of $75,000 and $100,000, respectively, has been accrued. | ||||||||
● | Loans advanced by two officers and directors during 2012 totaling $1,500,000 which are unsecured and have an interest rate of 0.21%. The loans are due on or before December 31, 2014 and can be repaid in cash or shares of ordinary shares of OHG at an exchange price of $5.14 per share. | ||||||||
● | Convertible loans advanced in January 2013 from two officers and directors in the amount of $250,000 each. These convertible loans bear an interest rate of 0.21% and are repayable on or before January 22, 2015. The Company has the option to repay the loans without penalty, at any time in cash or shares of common stock of the Company at a price of $5.14 per share. If the Company elects to repay the convertible loans in full by the issuance of shares the Company will issue 48,650 shares of common stock for each loan so repaid. | ||||||||
During the year ended June 30, 2011, the Company entered into a sales contract, in the normal course of business with a customer in which the Company holds an equity interest. The customer purchased a perpetual software license with total commitment of $2.0 million, of which $22,500 and $nil have been recognized in the six months ended June 30, 2014 and 2013, respectively. The Company owns a cost based investment interest of 18% in the voting capital of the customer. | |||||||||
8_Share_Capital
8. Share Capital | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Share Capital | ' | ||||
8. Share Capital | ' | ||||
Preferred Stock | |||||
The Company’s authorized capital includes 50,000,000 shares of preferred stock of $0.0001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares. | |||||
No shares of preferred stock are issued and outstanding as of June 30, 2014 and December 31, 2013. | |||||
Mandatorily Redeemable Preferred Shares (Deferred Stock) | |||||
The Company’s subsidiary OHG is authorized to issue 50,000 shares of deferred stock, par value of £1.These shares are non-voting, non-participating, redeemable and have been presented as a long-term liability. | |||||
Common Stock | |||||
The Company is authorized to issue 200 million shares of common stock, par value of $0.0001. | |||||
During the six months ended June 30, 2014, the Company: | |||||
● | issued 15,000 shares of common stock for services received with a fair value of $64,500. | ||||
During the year ended December 31, 2013, the Company: | |||||
● | issued 5,000 shares of common stock for services received with a fair value of $30,000 | ||||
● | issued 62,543 shares of common stock for services received with a fair value of $562,891. | ||||
● | issued 806,452 shares of common stock for $6 million cash. | ||||
● | issued 33,333 shares of common stock for services received with a fair value of $50,000. | ||||
● | issued 1,167,600 shares of common stock upon the exercise of warrants with an exercise price of $nil | ||||
Stock Purchase Warrants | |||||
At June 30, 2014, the Company had reserved 519,986 shares of its common stock for the following outstanding warrants: | |||||
Number of Warrants | Exercise Price | Expiry | |||
116,760 | $ 0.86 | no expiry date | |||
403,226 | $ 5.94 | Jan-18 | |||
There were no warrants issued or exercised during the six months ended June 30, 2014. |
9_StockBased_Compensation
9. Stock-Based Compensation | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||
9. Stock-Based Compensation | ' | ||||||||||||||||||
The shareholders approved a stock option plan on August 6, 2013, the 2013 Equity Incentive Plan. This stock option plan is for the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, cash bonuses and other stock-based awards to employees, directors and consultants of the Company. | |||||||||||||||||||
There are 3,000,000 shares of common stock available for granting awards under the plan. Each year, commencing 2014 until 2016, the number of shares of common stock available for granting awards shall be increased by the lesser of 1,000,000 shares of common stock and 5% of the total number of shares of common stock outstanding. | |||||||||||||||||||
During the six months ended June 30, 2014 the Company issued options to purchase 500,000 shares of common stock under the 2013 Equity Incentive Plan. The options shall become fully vested on January 15, 2017 and are exercisable, at an exercise price of $4.54 per common share, to January 15, 2024. On January 1, 2014, the number of shares available for granting awards under the 2013 Equity Incentive Plan was increased by 1,000,000 shares. | |||||||||||||||||||
A summary of the Company’s 2013 Equity Incentive Plan as of June 30, 2014 is as follows: | |||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||||
Options issued | 500,000 | 4.54 | |||||||||||||||||
Outstanding at June 30, 2014 | 500,000 | 4.54 | |||||||||||||||||
The fair value of these options, using the Black-Scholes option-pricing model, is estimated to be $2,200,000. This expense, less an estimated forfeiture rate of 30%, will be recognized over the three year vesting period. The amount of $258,000 has been recognized during the six months ended June 30, 2014. As of June 30, 2014, there was unrecognized compensation expense of approximately $1.3 million to be recognized over a period of 2.5 years. | |||||||||||||||||||
Prior to the adoption of 2013 Equity Incentive Plan, the Company issued stock options to directors, employees, advisors, and consultants. | |||||||||||||||||||
A summary of the Company’s other stock options as of June 30, 2014 is as follows: | |||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2013 | 584,650 | $ | 0.53 | ||||||||||||||||
Options forfeited or issued | - | - | |||||||||||||||||
Outstanding at December 31, 2013 and June 30, 2014 | 584,650 | 0.53 | |||||||||||||||||
Other than the options to purchase 500,000 shares of common stock issued under 2013 Equity Incentive Plan, there were no options issued, exercised or forfeited during the six months ended June 30, 2014. | |||||||||||||||||||
The following table summarizes stock options outstanding at June 30, 2014: | |||||||||||||||||||
Number | Average | Number | Intrinsic | ||||||||||||||||
Outstanding | Remaining | Exercisable | Value | ||||||||||||||||
at | Contractual | at | at | ||||||||||||||||
June 30, | Life | June 30, | June 30, | ||||||||||||||||
Exercise Price | 2014 | (Years) | 2014 | 2014 | |||||||||||||||
$ | 0.51 | 850 | 1.33 | 850 | $ | 3,222 | |||||||||||||
0.53 | 291,900 | 6 | 291,900 | 1,100,463 | |||||||||||||||
0.53 | 291,900 | 8.5 | - | - | |||||||||||||||
4.54 | 500,000 | 9.5 | - | - | |||||||||||||||
At June 30, 2014, 4,584,650 shares of common stock were reserved for all outstanding options and future commitments under the 2013 Equity Incentive Plan. | |||||||||||||||||||
The fair value of each option granted is estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of the options granted were: risk-free interest rate of 1.68%, an expected life of 3 years, a dividend yield of 0.0%, and a stock price volatility factor of 192%. |
10_Commitments_and_Contingenci
10. Commitments and Contingencies | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Commitments And Contingencies | ' | ||||||||
10. Commitments and Contingencies | ' | ||||||||
The Company has an agreement with an employee to pay for certain services provided and to be provided during 2014 by the issuance of options to purchase 291,900 shares of common stock of the Company. | |||||||||
Contractual Commitments | |||||||||
The Company incurred total rent expense of $47,000 and $72,000, respectively, for the six months ended June 30, 2014 and 2013. | |||||||||
Minimum contractual commitments, as of June 30, 2014, is as follows: | |||||||||
Operating | Long-term | ||||||||
leases | Financing | ||||||||
2014 | $ | 86,000 | $ | 33,000 | |||||
2015 | 75,000 | 87,000 | |||||||
2016 | 75,000 | 48,000 | |||||||
2017 | 75,000 | 45,000 | |||||||
2018 | - | 4,000 | |||||||
11_Subsequent_Events
11. Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
11. Subsequent Events | ' |
Series A Preferred Financing | |
On July 21, 2014, in connection with a security purchase agreement between the Company and certain investors, we closed a private placement of $1,000,000 for a total of 10 units at a purchase price of $100,000 per Unit, each consisting of, (i) 17,094 shares of the Company’s Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share, initially convertible into 17,094 shares of the Company’s common stock, par value $0.0001 per share, and (ii) 10,000 Class B Warrants, each exercisable to purchase 1 share of Common Stock at an exercise price of $4.00 per share. The financings were completed in reliance upon the exemption from securities registration afforded by Regulation S (“Regulation S”) as promulgated under the Securities Act of 1933. | |
The holders of Series A Preferred Stock are entitled to receive cumulative dividends during a period of twenty-four (24) months from and after the Issuance Date (the “Dividend Period”). During the Dividend Period, for each outstanding share of Series A Preferred Stock, dividends shall be payable quarterly in cash, at the rate of 10% per annum, on or before each ninety (90) day period following the Issuance Date (each, a "Dividend Payment Date"), with the first Dividend Payment Date to occur promptly following the three month period following the Issuance Date, and continuing until the end of the Dividend Period. Following the expiration of the Dividend Period, the holders of Series A Preferred Stock shall not be entitled to any additional dividend payment or coupon rate. | |
Shares of Series A Preferred Stock are convertible in whole or in part, at the option of the holders, into shares of our common stock at $5.85 per share prior to the Maturity, and all outstanding shares of the Series A Preferred Stock shall automatically convert to shares of common stock upon Maturity, provided, however, at no time may holders convert shares of Series A Preferred Stock if the number of shares of common stock to be issued pursuant to such conversion would cause the number of shares of common stock beneficially owned by such holder and its affiliates to exceed 9.99% of the then issued and outstanding shares of common stock outstanding at such time, unless the holder provides us with a waiver notice in such form and with such content specified in the Series A Certificate of Designation. | |
Shares of Series A Preferred Stock are redeemable at the option of holders commencing any time after 12 months from and after the closing at a price equal to the original purchase price plus all accrued but unpaid dividends. In the event that the Company completes a financing of $10 million or greater prior to Maturity, the Series A Preferred Stock will be redeemed at a price equal to the original purchase price plus all accrued but unpaid dividends. | |
Adjustments to Class A Warrants | |
In connection with and as a consideration to the closing of the private placement of $1M, on the same day, the Company entered into an Amended and Restated Subscription Agreement with the investor in an offering of $6,000,000 the Company closed on February 18, 2013 ( the “$6M Offering”), whereby the exercise price of Class A warrants issued in the $6M Offering was reduced from $5.94 to $4.25 per share and the amount of shares issuable upon exercise of Class A warrants were increased from 403,225 to 1,209,675. In addition, the expiration date of Class A warrants was extended an additional 12 months. | |
Resignation of Chairman and Chief Executive Officer | |
On July 24, 2014, Mr. Mark White, resigned from his position as the Chief Executive Officer of One Horizon Group, Inc. (the “Company” or “we”, “us”) and a director of the Board of Directors of the Company. Mr. White did not resign due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices. | |
In connection with his resignation, the Company entered into a mutual Settlement and Release Agreement with Mr. White, effective July 24, 2014, pursuant to which the Company and Mr. White agreed that Mr. White shall immediately resign from all positions as an employee, officer or director of the Company, including any subsidiary. Further, Mr. White agreed to waive any salary, deferred compensation, severance, accrued vacation time and any other compensation due as a result of his employment by the Company; provided, however, that the Company shall remain liable for the repayment of any loans made to the Company by Mr. White. In consideration for the release by Mr. White, the Company agreed that the loans will be repaid over a twelve month period from the date of the Settlement and Release Agreement; provided, however, that if during such twelve month period, in the event of a private sale of a portion of shares of the Company to a buyer introduced by the Company, Mr. White has agreed to waive all or part of the loan balance due to him by the Company. | |
Appointment of New Chairman and Chief Executive Officer | |
On July 28, 2014, our Board of Directors appointed Brian Collins as the Chief Executive Officer and President of the Company, effective July 28, 2014. Mr. Collins will also act as the Chairman of the Board of the Company upon his appointment as the Chief Executive Officer of the Company. | |
Mr. Collins has been the CEO of Abbey Technology, a subsidiary of the Company since he founded it in 1999. After the Company acquired Abbey Technology in November 2010, Mr. Collins was appointed Vice President and Chief Technology Officer of the Company. Mr. Collins is the co-inventor of the Horizon Platform, and has over 20 years’ experience in the technology sector with a background in software engineering. Mr. Collins brings experience in founding and operating technology companies along with his extensive knowledge of software engineering. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |
Jun. 30, 2014 | ||
Summary Of Significant Accounting Policies Policies | ' | |
Basis of Accounting and Presentation | ' | |
These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States | ||
The reporting currency of the Company is the United States dollar. Assets and liabilities of operations other than those denominated in U.S. dollars, primarily in Switzerland, the United Kingdom and China, are translated into United States dollars at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the period. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. | ||
Transaction gains and losses that arise from exchange-rate fluctuations on transactions denominated in a currency other than the functional currency are included in general and administrative expenses. | ||
Cash | ' | |
Cash and cash equivalents include bank demand deposit accounts and highly liquid short term investments with maturities of three months or less when purchased. Cash consists of checking accounts held at financial institutions in the United Kingdom, Switzerland, Ireland, Singapore, Hong Kong and China which, at times, balances may exceed insured limits. The Company has not experienced any losses related to these balances, and management believes the credit risk to be minimal. | ||
Accounts Receivable | ' | |
Accounts receivable result primarily from sale of software and licenses to customers and are recorded at their principal amounts. Receivables are considered past due once they exceed the terms of the sales transaction. When necessary, the Company provides an allowance for doubtful accounts that is based on a review of outstanding receivables, historical collection information, and current economic conditions. There was an allowance of $212,000 and $218,000 for doubtful accounts at June 30, 2014 and 2013, respectively. Receivables are generally unsecured. Account balances are charged off against the allowance when the Company determines it is probable the receivable will not be recovered. The Company does not have off-balance sheet credit exposure related to its customers. At June 30, 2014 and December 31, 2013, two customers accounted for 24% and one customer accounted for 15%, respectively, of the accounts receivable balance. | ||
Property and Equipment | ' | |
Property and equipment is primarily comprised of leasehold property improvements, motor vehicles and equipment that are recorded at cost and depreciated or amortized using the straight-line method over their estimated useful lives as follows: motor vehicles – 5 years, equipment – between 3 and 5 years, leasehold property improvements, over the lesser of the estimated remaining useful life of the asset or the remaining term of the lease. | ||
Repairs and maintenance are charged to expense as incurred. Expenditures that substantially increase the useful lives of existing assets are capitalized. | ||
Fair Value Measurements | ' | |
Fair value is defined as the exchange price that will be received for an asset or paid to transfer a liability (an exit price) in the principal. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered to be observable and the third unobservable: | ||
Level 1 – Quoted prices in active markets for identical assets or liabilities. | ||
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||
Level 3 – Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities. | ||
Intangible Assets | ' | |
Intangible assets include software development costs and customer lists and are amortized on a straight-line basis over the estimated useful lives of five years for customer lists and ten years for software development. The Company periodically evaluates whether changes have occurred that would require revision of the remaining estimated useful life. The Company performs periodic reviews of its capitalized intangible assets to determine if the assets have continuing value to the Company. | ||
The Company expenses all costs related to the development of software as incurred, other than those incurred after the achievement of technological feasibility during the application development stage. The Company expenses software development costs as incurred until technological feasibility has been established, at which time those costs are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. The Company has determined that after technological feasibility for software products is reached, the Company continues to address all high-risk development issues through coding and testing prior to the release of the products to customers. The amortization of these costs is included in cost of revenue over the estimated life of the products. | ||
During the six months ended June 30, 2014 and 2013 software development costs of $637,000 and $494,000, respectively, have been capitalized. | ||
Impairment of Long-Lived Assets | ' | |
The Company evaluates the recoverability of its property and equipment and other long-lived assets whenever events or changes in circumstances indicate impairment may have occurred. An impairment loss is recognized when the net book value of such assets exceeds the estimated future undiscounted cash flows attributed to the assets or the business to which the assets relate. Impairment losses, if any, are measured as the amount by which the carrying value exceeds the fair value of the assets. During the six months ended June 30, 2014 and 2013 the Company identified no impairment losses related to the Company’s long-lived assets. | ||
Revenue Recognition | ' | |
The Company recognizes revenue when it is realized or realizable and earned. The Company establishes persuasive evidence of a sales arrangement for each type of revenue transaction based on a signed contract with the customer and that delivery has occurred or services have been rendered, price is fixed and determinable, and collectability is reasonably assured. | ||
● | Software and licenses – revenue from sales of perpetual licenses to top-tier telecom entities is recognized at the inception of the arrangement, presuming all other relevant revenue recognition criteria are met. Revenue from sales of perpetual licenses to other entities is recognized over the agreed collection period. | |
● | Revenues for user licenses purchased by customers are recognized when the user license is delivered. | |
● | Revenues for maintenance services are recognized over the period of delivery of the services. | |
We enter into arrangements in which a customer purchases a combination of software licenses, maintenance services and post-contract customer support (“PCS”). As a result, judgment is sometimes required to determine the appropriate accounting, including how the price should be allocated among the deliverable elements if there are multiple elements. PCS may include rights to upgrades, when and if available, support, updates and enhancements. When vendor specific objective evidence (“VSOE”) of fair value exists for all elements in a multiple element arrangement, revenue is allocated to each element based on the relative fair value of each of the elements. VSOE of fair value is established by the price charged when the same element is sold separately. Accordingly, the judgments involved in assessing the fair values of various elements of an agreement can impact the recognition of revenue in each period. Changes in the allocation of the sales price between deliverables might impact the timing of revenue recognition, but would not change the total revenue recognized on the contract. When elements such as software and services are contained in a single arrangement, or in related arrangements with the same customer, we allocate revenue to each element based on its relative fair value, provided that such element meets the criteria for treatment as a separate unit of accounting. In the absence of fair value for a delivered element, revenue is first allocated to the fair value of the undelivered elements and then allocated to the residual delivered elements. In the absence of fair value for an undelivered element, the arrangement is accounted for as a single unit of accounting, resulting in a delay of revenue recognition for the delivered elements until the undelivered elements are fulfilled. No sales arrangements to date include undelivered elements for which VSOE does not exist. | ||
For purposes of revenue recognition for perpetual licenses, the Company considers payment terms exceeding one year as a presumption that the fee in the transaction is not fixed and determinable. This presumption however, may be overcome if persuasive evidence demonstrates that the Company has a business practice of extending payment terms and has been successful in collecting under the original terms, without providing any concessions. In doing so, the Company considers if the arrangement is sufficiently similar to historical arrangements in terms of similar customers and products is assessing whether there is evidence of a history of successful collection. | ||
In order to determine the company’s historical experience is based on sufficiently similar arrangements, the Company considers the various factor including the types of customers and products, product life cycle, elements Included in the arrangement, length of payment terms and economics of license arrangement. | ||
If the presumption cannot be overcome due to a lack of such evidence, revenue is recognized as payments become due, assuming all other revenue recognition criteria has been met. | ||
Leases | ' | |
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. | ||
Assets held under finance leases are recognized as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income. | ||
Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease. | ||
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term. | ||
Advertising Expenses | ' | |
It is the Company’s policy to expense advertising costs as incurred. No advertising costs were incurred during the three and six months ended June 30, 2014 and 2013. | ||
Research and Development Expenses | ' | |
Research and development expenses include all direct costs, primarily salaries for Company personnel and outside consultants, related to the development of new products, significant enhancements to existing products, and the portion of costs of development of internal-use software required to be expensed. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. The Company incurred no research and development costs in the three and six months ended June 30, 2014 and 2013. | ||
Income Taxes | ' | |
Deferred income tax assets and liabilities are determined based on temporary differences between financial reporting and tax bases of assets and liabilities, operating loss, and tax credit carryforwards, and are measured using the enacted income tax rates and laws that will be in effect when the differences are expected to be recovered or settled. Realization of certain deferred income tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction. The Company records a valuation allowance to reduce deferred income tax assets to amounts that are more likely than not to be realized. The initial recording and any subsequent changes to valuation allowances are based on a number of factors (positive and negative evidence). The Company considers its actual historical results to have a stronger weight than other, more subjective, indicators when considering whether to establish or reduce a valuation allowance. | ||
The Company continually evaluates its uncertain income tax positions and may record a liability for any unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense and other expense, respectively. | ||
Because tax laws are complex and subject to different interpretations, significant judgment is required. As a result, the Company makes certain estimates and assumptions in: (1) calculating its income tax expense, deferred tax assets, and deferred tax liabilities; (2) determining any valuation allowance recorded against deferred tax assets; and (3) evaluating the amount of unrecognized tax benefits, as well as the interest and penalties related to such uncertain tax positions. The Company’s estimates and assumptions may differ significantly from tax benefits ultimately realized. | ||
Net Income per Share | ' | |
Basic net loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic loss per share) and potentially dilutive securities. For the three and six months ended June 30, 2014 and 2013, outstanding stock options and warrants are antidilutive because of net losses, and as such, their effect has not been included in the calculation of diluted net loss per share. Common shares issuable are considered outstanding as of the original approval date for purposes of earnings per share computations. | ||
Accumulated Other Comprehensive Income (Loss) | ' | |
Other comprehensive income (loss), as defined, includes net income, foreign currency translation adjustment, and all changes in equity (net assets) during a period from non-owner sources. To date, the Company has not had any significant transactions that are required to be reported in other comprehensive income (loss), except for foreign currency translation adjustments. | ||
Use of Estimates | ' | |
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determining fair values of assets acquired and liabilities assumed in business combinations, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions. | ||
Financial Instruments | ' | |
The Company has the following financial instruments: cash, amounts due to related parties and long-term debt. The carrying value of these financial instruments approximates their fair value due to their liquidity or their short-term nature valued consistent with the use of level 2 inputs. The fair value of amounts due to related parties is not determinable. | ||
Share-Based Compensation | ' | |
The Company accounts for stock-based awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model, which is consistent with the Company’s valuation techniques previously utilized for options in footnote disclosures. | ||
Recently Issued Accounting Standards | ' | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09 - Revenue from Contracts with Customers, which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on our financial statements. |
4_Property_and_Equipment_net_T
4. Property and Equipment, net (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property And Equipment Net Tables | ' | ||||||||
Property and equipment | ' | ||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Leasehold improvements | $ | 265 | $ | 265 | |||||
Motor vehicle | 120 | 120 | |||||||
Equipment | 358 | 310 | |||||||
743 | 695 | ||||||||
Less accumulated depreciation | (473 | ) | (380 | ) | |||||
Property and equipment, net | $ | 270 | $ | 315 |
5_Intangible_Assets_Tables
5. Intangible Assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Intangible Assets Tables | ' | ||||||||
Intangible Assets | ' | ||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Horizon software | $ | 18,214 | $ | 17,599 | |||||
ZTEsoft Telecom software | 494 | 497 | |||||||
Contractual relationships | 885 | 885 | |||||||
19,593 | 18,981 | ||||||||
Less accumulated amortization | (7,182 | ) | (6,221 | ) | |||||
Intangible assets, net | $ | 12,411 | $ | 12,760 |
6_Longterm_Debt_Tables
6. Long-term Debt (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Long-Term Debt Tables | ' | ||||||||
Long - term liabilities | ' | ||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Vehicle loan | $ | 44 | $ | 51 | |||||
Equipment loan | 22 | 27 | |||||||
Office term loan | 153 | 171 | |||||||
219 | 249 | ||||||||
Less current portion | (66 | ) | (65 | ) | |||||
Balance | $ | 153 | $ | 184 |
7_RelatedParty_Transactions_Ta
7. Related-Party Transactions (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Related-Party Transactions Tables | ' | ||||||||
Related-Party Transactions | ' | ||||||||
30-Jun | 31-Dec | ||||||||
2014 | 2013 | ||||||||
Loans due to stockholders | $ | 3,500 | $ | 3,500 |
8_Share_Capital_Tables
8. Share Capital (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Share Capital Tables | ' | ||||
Stock Purchase Warrants | ' | ||||
Number of Warrants | Exercise Price | Expiry | |||
116,760 | $ 0.86 | no expiry date | |||
403,226 | $ 5.94 | Jan-18 |
9_StockBased_Compensation_Tabl
9. Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Stock-Based Compensation Tables | ' | ||||||||||||||||||
Summary of the Company's stock options | ' | ||||||||||||||||||
A summary of the Company’s 2013 Equity Incentive Plan as of June 30, 2014 is as follows: | |||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2013 | - | $ | - | ||||||||||||||||
Options issued | 500,000 | 4.54 | |||||||||||||||||
Outstanding at June 30, 2014 | 500,000 | 4.54 | |||||||||||||||||
A summary of the Company’s other stock options as of June 30, 2014 is as follows: | |||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||
Options | Exercise Price | ||||||||||||||||||
Outstanding at December 31, 2013 | 584,650 | $ | 0.53 | ||||||||||||||||
Options forfeited or issued | - | - | |||||||||||||||||
Outstanding at December 31, 2013 and June 30, 2014 | 584,650 | 0.53 | |||||||||||||||||
Stock options outstanding | ' | ||||||||||||||||||
Number | Average | Number | Intrinsic | ||||||||||||||||
Outstanding | Remaining | Exercisable | Value | ||||||||||||||||
at | Contractual | at | at | ||||||||||||||||
June 30, | Life | June 30, | June 30, | ||||||||||||||||
Exercise Price | 2014 | (Years) | 2014 | 2014 | |||||||||||||||
$ | 0.51 | 850 | 1.33 | 850 | $ | 3,222 | |||||||||||||
0.53 | 291,900 | 6 | 291,900 | 1,100,463 | |||||||||||||||
0.53 | 291,900 | 8.5 | - | - | |||||||||||||||
4.54 | 500,000 | 9.5 | - | - |
10_Commitments_and_Contingenci1
10. Commitments and Contingencies (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Commitments And Contingencies Tables | ' | ||||||||
Lease Commitments | ' | ||||||||
Operating | Long-term | ||||||||
leases | Financing | ||||||||
2014 | $ | 86,000 | $ | 33,000 | |||||
2015 | 75,000 | 87,000 | |||||||
2016 | 75,000 | 48,000 | |||||||
2017 | 75,000 | 45,000 | |||||||
2018 | - | 4,000 |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
2 Customers | 2 Customers | |||
Allowance doubtful accounts | $212,000 | $218,000 | ' | ' |
Percentage accounts receivable of customers | ' | ' | 24.00% | 15.00% |
4_Property_and_Equipment_net_D
4. Property and Equipment, net (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property And Equipment Net Details | ' | ' |
Leasehold improvements | $265 | $265 |
Motor vehicles | 120 | 120 |
Equipment | 358 | 310 |
Property and equipment, gross | 743 | 695 |
Less accumulated depreciation | -473 | -380 |
Property and equipment, net | $270 | $315 |
5_Intangible_Assets_Details
5. Intangible Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangible Assets Details | ' | ' |
Horizon software | $18,214 | $17,599 |
ZTE software | 494 | 497 |
Contractual relationships | 885 | 885 |
Intangible assets, Gross | 19,593 | 18,981 |
Less accumulated amortization | -7,182 | -6,221 |
Intangible assets, net | $12,411 | $12,760 |
5_Intangible_Assets_Details_Na
5. Intangible Assets (Details Narrative) (USD $) | Jun. 30, 2014 |
Intangible Assets Details Narrative | ' |
Amortization expected over next five years | $1,900,000 |
6_Longterm_Debt_Details
6. Long-term Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Long-Term Debt Details | ' | ' |
Vehicle loan | $44 | $51 |
Equipment loan | 22 | 27 |
Office term loan | 153 | 171 |
Total | 219 | 249 |
Less current portion | -66 | -65 |
Balance | $153 | $184 |
7_RelatedParty_Transactions_De
7. Related-Party Transactions (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Related-Party Transactions Details | ' | ' |
Loans due to stockholders | $3,500 | $3,500 |
7_RelatedParty_Transactions_De1
7. Related-Party Transactions (Details Narrative) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Related-Party Transactions Details Narrative | ' | ' |
Accrued interest | $75,000 | $100,000 |
8_Share_Capital_Details
8. Share Capital (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Warrants A | ' |
Number of warrants | 116,760 |
Exercise Price | $0.86 |
Expiry | 'No expiry date |
Warrants B | ' |
Number of warrants | 403,226 |
Exercise Price | $5.94 |
Expiry | 'January 2018 |
9_StockBased_Compensation_Deta
9. Stock-Based Compensation (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Number of Options | ' |
Number of Options Outstanding, Beginning | 0 |
Number of Options Issued | 500,000 |
Number of Options, Forfeited | 0 |
Number of Options Outstanding, End | 500,000 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price Outstanding, Beginning | $0 |
Weighted Average Exercise Price Issued | $4.54 |
Weighted Average Exercise Price Forfeited | $0 |
Weighted Average Exercise Price Outstanding, Ending | $4.54 |
Other Stock Options | ' |
Number of Options | ' |
Number of Options Outstanding, Beginning | 584,650 |
Number of Options Issued | 0 |
Number of Options, Forfeited | 0 |
Number of Options Outstanding, End | 584,650 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price Outstanding, Beginning | $0.53 |
Weighted Average Exercise Price Issued | $0 |
Weighted Average Exercise Price Forfeited | $0 |
Weighted Average Exercise Price Outstanding, Ending | $0.53 |
9_StockBased_Compensation_Deta1
9. Stock-Based Compensation (Details 1) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Stock Option Plan 1 [Member] | ' |
Exercise Price | $0.51 |
Number of options outstanding | 850 |
Average Contractual Life Remaining | '1 year 3 months 29 days |
Number of options exercisable | 850 |
Intrinsic value | $3,222 |
Stock Option Plan 2 [Member] | ' |
Exercise Price | $0.53 |
Number of options outstanding | 291,900 |
Average Contractual Life Remaining | '6 years |
Number of options exercisable | 291,900 |
Intrinsic value | 1,100,463 |
Stock Option Plan 3 [Member] | ' |
Exercise Price | $0.53 |
Number of options outstanding | 291,900 |
Average Contractual Life Remaining | '8 years 6 months |
Number of options exercisable | 0 |
Intrinsic value | 0 |
Stock Option Plan 4 [Member] | ' |
Exercise Price | $4.54 |
Number of options outstanding | 500,000 |
Average Contractual Life Remaining | '9 years 6 months |
Number of options exercisable | 0 |
Intrinsic value | $0 |
10_Commitments_and_Contingenci2
10. Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 |
Commitments And Contingencies Details | ' |
2014 | $86,000 |
2015 | 75,000 |
2016 | 75,000 |
2017 | 75,000 |
2018 | 0 |
2014 | 33,000 |
2015 | 87,000 |
2016 | 48,000 |
2017 | 45,000 |
2018 | $4,000 |
10_Commitments_and_Contingenci3
10. Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2013 | |
Commitments And Contingencies Details Narrative | ' | ' |
Rent expense | $47,000 | $72,000 |