Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 03, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | NTN BUZZTIME INC | |
Entity Central Index Key | 748,592 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,513,458 | |
Trading Symbol | NTN | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 6,113 | $ 5,686 |
Accounts receivable, net of allowances of $493 and $376, respectively | 1,765 | 928 |
Site equipment to be installed | 2,568 | 2,998 |
Prepaid expenses and other current assets | 1,189 | 1,050 |
Total current assets | 11,635 | 10,662 |
Fixed assets, net | 2,910 | 3,101 |
Software development costs, net of accumulated amortization of $2,697 and $2,641, respectively | 1,065 | 970 |
Deferred costs | 851 | 904 |
Goodwill | 946 | 937 |
Intangible assets, net | 17 | 29 |
Other assets | 110 | 92 |
Total assets | 17,534 | 16,695 |
Current Liabilities: | ||
Accounts payable | 513 | 247 |
Accrued compensation | 519 | 1,060 |
Accrued expenses | 561 | 697 |
Sales taxes payable | 101 | 142 |
Income taxes payable | (17) | 4 |
Current portion of long-term debt (Note 4) | 7,306 | 2,988 |
Current portion of obligations under capital leases | 155 | 155 |
Current portion of deferred revenue | 1,037 | 1,059 |
Other current liabilities | 347 | 291 |
Total current liabilities | 10,522 | 6,643 |
Long-term debt (Note 4) | 446 | 5,123 |
Long-term obligations under capital leases | 220 | 259 |
Long-term deferred revenue | 179 | 219 |
Deferred rent | 326 | 371 |
Other liabilities | 13 | 12 |
Total liabilities | 11,706 | 12,627 |
Commitments and contingencies | ||
Shareholders' Equity: | ||
Series A convertible preferred stock, $.005 par value, $156 liquidation preference, 5,000 shares designated 156 shares issued and outstanding at March 31, 2017 and December 31, 2016 | 1 | 1 |
Common stock, $.005 par value, 168,000 shares authorized at March 31, 2017 and December 31, 2016; 2,484 and 2,261 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively (Note 3) | 12 | 11 |
Treasury stock, at cost, 10 shares at March 31, 2017 and December 31, 2016 | (456) | (456) |
Additional paid-in capital | 134,149 | 132,315 |
Accumulated deficit | (128,116) | (128,026) |
Accumulated other comprehensive income | 238 | 223 |
Total shareholders' equity | 5,828 | 4,068 |
Total liabilities and shareholders' equity | $ 17,534 | $ 16,695 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts - accounts receivable | $ 493 | $ 376 |
Software accumulated amortization | $ 2,697 | $ 2,641 |
Preferred Stock Series A par value per share | $ .005 | $ .005 |
Preferred Stock Series A liquidation preference | $ 156 | $ 156 |
Preferred Stock Series A shares designated | 5,000,000 | 5,000,000 |
Preferred stock Series A shares issued | 156,000 | 156,000 |
Preferred Stock Series A shares outstanding | 156,000 | 156,000 |
Common stock par value | $ 0.005 | $ 0.005 |
Common stock shares authorized | 168,000,000 | 168,000,000 |
Common stock shares issued | 2,484,000 | 2,261,000 |
Common stock shares outstanding | 2,484,000 | 2,261,000 |
Treasury stock shares | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Subscription revenue | $ 4,226 | $ 4,374 |
Sales-type lease revenue | 185 | 396 |
Other revenue | 820 | 712 |
Total Revenue | 5,231 | 5,482 |
Operating expenses: | ||
Direct operating costs (includes depreciation and amortization of $491 and $643, respectively) | 1,843 | 2,036 |
Selling, general and administrative | 4,134 | 4,200 |
Depreciation and amortization (excluding depreciation and amortization included in direct operating costs) | 88 | 114 |
Total operating expenses | 6,065 | 6,350 |
Operating loss | (834) | (868) |
Other income (expense), net | 750 | (154) |
Loss before income taxes | (84) | (1,022) |
Provision for income taxes | (6) | (19) |
Net loss | $ (90) | $ (1,041) |
Net loss per common share - basic and diluted | $ (0.04) | $ (0.57) |
Weighted average shares outstanding - basic and diluted | 2,255,000 | 1,839,000 |
Comprehensive loss | ||
Net loss | $ (90) | $ (1,041) |
Foreign currency translation adjustment | 15 | 113 |
Total comprehensive loss | $ (75) | $ (928) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Depreciation and amortization - part of direct operating costs | $ 491 | $ 643 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows used in operating activities: | ||
Net loss | $ (90) | $ (1,041) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 579 | 757 |
Provision for doubtful accounts | 26 | 24 |
Excess and obsolete site equipment to be installed expense | 25 | |
Stock-based compensation | 117 | 113 |
Amortization of debt issuance costs | 12 | 10 |
Issuance of common stock in lieu of cash for bonus compensation | 164 | |
Loss from disposition of equipment | 5 | |
Changes in assets and liabilities: | ||
Accounts receivable | (863) | 126 |
Site equipment to be installed | 208 | (115) |
Prepaid expenses and other assets | (148) | (76) |
Accounts payable and accrued liabilities | (450) | (209) |
Income taxes payable | (22) | (1) |
Deferred costs | 53 | 29 |
Deferred revenue | (62) | (7) |
Deferred rent | (45) | (40) |
Other liabilities | 55 | (104) |
Net cash used in operating activities | (466) | (504) |
Cash flows used in investing activities: | ||
Capital expenditures | (97) | (177) |
Software development expenditures | (152) | (99) |
Net cash used in investing activities | (249) | (276) |
Cash flows used in financing activities: | ||
Net proceeds from issuance of common stock related to registered direct offering (Note 3) | 1,554 | |
Principal payments on capital lease | (38) | (21) |
Proceeds from long-term debt | 2,114 | |
Payments on long-term debt | (359) | (1,035) |
Debt issuance costs on long-term debt | (22) | (5) |
Net cash provided by financing activities | 1,135 | 1,053 |
Net increase in cash and cash equivalents | 420 | 273 |
Effect of exchange rate on cash | 7 | 53 |
Cash and cash equivalents at beginning of year | 5,686 | 3,223 |
Cash and cash equivalents at end of year | 6,113 | 3,549 |
Supplemental disclosures of cash flow information: Cash paid during the period for: | ||
Interest | 171 | 84 |
Income taxes | 28 | 20 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Site equipment transferred to fixed assets | 222 | 317 |
Equipment acquired under capital lease | $ 22 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | (1) BASIS OF PRESENTATION Description of Business NTN Buzztime, Inc. (the “Company”) delivers interactive entertainment and innovative dining technology to bars and restaurants in North America. Customers license the Company’s customizable solution to differentiate themselves via competitive fun by offering guests trivia, card, sports and single player games, nationwide competitions, and by offering self-service dining features including dynamic menus, touchscreen ordering and secure payment. The Company’s platform can improve operating efficiencies, create connections among the players and venues and amplify guests’ positive experiences. Built on an extended network platform, the Company’s interactive entertainment system has historically allowed multiple players to interact at the venue, and now also enables competition between venues, referred to as massively multiplayer gaming. The Company’s current platform, which it refers to as Buzztime Entertainment On Demand, or BEOND, was first introduced as a pilot program in December 2012, was expanded commercially during 2013, and the expansion was scaled during 2014. The Company continues to enhance its network architecture and the BEOND tablet platform and player engagement paradigms. The Company also continues to support its legacy network product line, which it refers to as Classic. The Company currently generates revenue by charging subscription fees for its service to its network subscribers, by leasing equipment (including tablets used in its BEOND tablet platform and the cases and charging trays for the tablets) to certain network subscribers, by hosting live trivia events, by selling advertising aired on in-venue screens and as part of customized games and by pay-to-play single player games. The Company was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. The Company changed its name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand. Basis of Accounting Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments that are necessary, which are of a normal and recurring nature, for a fair presentation for the periods presented of the financial position, results of operations and cash flows of the Company and its wholly-owned subsidiaries: IWN, Inc., IWN, L.P., Buzztime Entertainment, Inc., NTN Wireless Communications, Inc., NTN Software Solutions, Inc., NTN Canada, Inc., and NTN Buzztime, Ltd., all of which, other than NTN Canada, Inc., are dormant subsidiaries. All significant intercompany transactions have been eliminated in consolidation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016. The accompanying condensed balance sheet as of December 31, 2016 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2017, or any other period. |
Basic and Diluted Earnings Per
Basic and Diluted Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Common Share | (2) Basic and Diluted Earnings Per Common Share The Company computes basic and diluted earnings per common share in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 260, Earnings per Share |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity: | |
Stockholders' Equity | (3) STOCKHOLDERS’ EQUITY Registered Direct Offering On March 27, 2017, the Company entered into a subscription agreement with certain investors relating to the issuance and sale of shares of the Company’s common stock at a purchase price of $7.85 per share, which was the closing price of its common stock on March 24, 2017. The offering closed on March 31, 2017. The Company sold 200,000 shares of its common stock and received net proceeds of approximately $1.6 million, after deducting offering expenses. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of its strategic priorities. The shares were offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No. 333-215271) filed with the Securities and Exchange Commission on December 22, 2016 and declared effective by the SEC on February 2, 2017, and the base prospectus included therein, as supplemented by a prospectus supplement filed with the SEC in connection with the takedown relating to the offering. Stock-based Compensation The Company’s stock-based compensation plans include the NTN Buzztime, Inc. 2004 Performance Incentive Plan (the “2004 Plan”), the NTN Buzztime, Inc. Amended 2010 Performance Incentive Plan (the “Amended 2010 Plan”) and the NTN Buzztime, Inc. 2014 Inducement Plan (the “2014 Plan”). The 2004 Plan expired in September 2009. From and after the date it expired, no awards could be granted under that plan and all awards that had been granted under that plan before it expired are governed by that plan until they are exercised or expire in accordance with that plan’s terms. The Amended 2010 Plan provides for the grant of up to 240,000 share-based awards and expires in February 2020. As of March 31, 2017, approximately 106,000 share-based awards were available to be issued under the Amended 2010 Plan. The 2014 Plan, which provides for the grant of up to 85,000 share-based awards to a new employee as an inducement material to the new employee entering into employment with the Company, was approved by the nominating and corporate governance/compensation committee of the Company’s board of directors (the “Committee”) in September 2014 in connection with the appointment of Ram Krishnan as the Company’s Chief Executive Officer. As of March 31, 2017, there were no share-based awards available to be granted under the 2014 Plan. The Company’s stock-based compensation plans are administered by the Committee, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures, if any, and other provisions of the award. The Company records stock-based compensation in accordance with ASC No. 718 , Compensation – Stock Compensation Equity – Equity-Based Payments to Non-Employees. The Company uses the historical stock price volatility as an input to value its stock options under ASC No. 718. The expected term of stock options represents the period of time options are expected to be outstanding and is based on observed historical exercise patterns of the Company, which the Company believes are indicative of future exercise behavior. For the risk-free interest rate, the Company uses the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts. The following weighted-average assumptions were used for grants issued during the three months ended March 31, 2017 and 2016 under the ASC No. 718 requirements. Three months ended March 31, 2017 2016 Weighted average risk-free rate 1.63 % 1.26 % Weighted average volatility 115.0 % 110.7 % Dividend yield 0.00 % 0.00 % Expected life 7.14 years 6.02 years ASC No. 718 requires forfeitures to be estimated at the time of grant and revised if necessary in subsequent periods if actual forfeiture rates differ from those estimates. Forfeitures were estimated based on historical activity for the Company. Stock-based compensation expense for the three months ended March 31, 2017 and 2016 was $117,000 and $113,000, respectively, and is expensed in selling, general and administrative expenses and credited to additional paid-in-capital. The Company granted stock options to purchase 2,000 and 15,500 shares of common stock during the three months ended March 31, 2017 and 2016, respectively. No options were exercised during either of the three months ended March 31, 2017 or 2016. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | (4) DEBT Revolving Line of Credit In April 2015, the Company entered into a loan and security agreement with East West Bank, or EWB, which was amended in March 2016, December 2016 and February 2017. The Company refers to the loan and security agreement as amended in March 2016, December 2016 and February 2017 as the EWB credit facility. Under the EWB credit facility, the Company may request advances in an aggregate outstanding amount at any time up to the lesser of (a) $7,500,000, which the Company refers to as the revolving line, or (b) the sum of $2,000,000 (which the Company refers to as the “sublimit”) plus the amount equal to its borrowing base, in each case, less the aggregate outstanding principal amount of prior advances. On June 15, 2017, the sublimit becomes zero. If the aggregate amount of advances as of June 15, 2017 exceeds the lesser of the revolving line or the amount equal to the Company’s borrowing base, then the Company must pay EWB the amount of such excess. Advances bear interest, at the Company’s option, at the rate of either (A) a variable rate per annum equal to the prime rate as set forth in The Wall Street Journal plus 3.25% (which decreases to 1.75% at the earlier of June 15, 2017 or such time the Company pays off in full in cash the $2.0 million sublimit), or (B) at a fixed rate per annum equal to the LIBOR Rate for the interest period for the advance plus 6.00% (which decreases to 4.50% at the earlier of June 15, 2017 or full repayment of the sublimit on all amounts then outstanding and on any subsequent borrowings). So long as there is no event of default, the Company may make a one-time request to increase the revolving line by up to $2,500,000, which EWB may accept or decline. All advances are due on January 15, 2018. The Company uses the proceeds available under this credit facility to fund strategic growth initiatives and for general working capital purposes. The Company’s borrowing base under the EWB credit facility is, as of the date of determination, an amount equal to the product of: (a) the average monthly recurring revenue for the immediately preceding three months; times (b) one plus our average churn rate for the immediately preceding three months (not to exceed zero); times (c) 300%. For this purpose, the Company’s monthly recurring revenue is limited to all recurring subscription revenue attributable to software that the Company sold or licensed and all recurring revenue relating to services it delivered and 50% of all revenue attributable to the Company’s “Stump” product line. Because the amount of the Company’s monthly recurring revenue and how much each source contributes to it will change from month to month, the Company’s borrowing base will fluctuate accordingly. Under the EWB credit facility, the Company is required to meet a minimum adjusted earnings before interest, taxes, depreciation and amortization, or adjusted EBITDA, target and churn rate targets, in each case, as specified in the EWB credit facility. Adjusted EBITDA is the sum (a) net profit (or loss), after provision for taxes, plus (b) interest expense, plus (c) to the extent deducted in the calculation of net profit (or loss), depreciation expense and amortization expense, plus (d) income tax expense, plus (e) non-cash stock compensation expenses, plus (f) other non-cash expenses and charges, plus (g) to the extent approved by EWB, other one-time charges, plus (h) to the extent approved by EWB, any losses arising from the sale, exchange, transfer or other disposition of assets not in the ordinary course of business. Compliance with the adjusted EBITDA target is measured as of the last day of each fiscal quarter with respect to the immediately prior three-month period. Through January 31, 2017, compliance with the churn rate target was measured on a monthly and trailing three-month basis. In February 2017, compliance began to be measured only on a trailing three-month basis. The EWB credit facility also requires the Company to maintain, at June 15, 2017, or if earlier, at such time that the $2.0 million sublimit has been paid off, a balance on deposit with EWB equal to 100% of the aggregate outstanding principal amount of the advances at the applicable measurement time. As of March 31, 2017, the Company borrowed $6,500,000 in the aggregate under the EWB credit facility, of which $6,450,000 remained outstanding due to paying down $50,000 on the revolving line and is recorded in current portion of long-term debt on the accompanying consolidated balance sheet. As of March 31, 2017, and based on the Company’s borrowing base calculated as of that date, approximately $20,000 was available to borrow. In April 2017, the Company paid in full the $2,000,000 outstanding under the sublimit, leaving $4,450,000 outstanding. As a result of paying the sublimit in full, the Company was required to have a balance on deposit with EWB equal to 100% of the aggregate outstanding principal amount of the advances at that time, and the Company complied with this covenant. The Company was also in compliance with all other covenants as of March 31, 2017. The Company used approximately $3,381,000 of the total $6,500,000 borrowed under the EWB credit facility to pay down indebtedness that was then owed to an equipment lender and to pay related prepayment fees. Under the EWB credit facility, the amount the Company may owe under its current credit facility with that equipment lender is not limited to any specified amount. With EWB’s consent, the Company may incur additional indebtedness of up to $2,000,000 in the aggregate with other equipment lenders for equipment financing. Subject to the foregoing, the EWB credit facility prohibits the Company from borrowing additional amounts from other lenders. The Company paid $37,500 to EWB as a facility fee at the time of closing in April 2014, and has incurred approximately $31,000 for fees associated with the amendments. An additional facility fee (equal to the product of (x) 0.50% of the increase in the revolving line times (y) the quotient of the number of days remaining between the effective date of such increase and January 15, 2018, divided by 1,095) will be due if the revolving line is increased pursuant to the Company’s request. The Company also pays an unused line fee equal to 0.50% per year of the difference between the amount of the revolving line as in effect from time to time and the average monthly balance in each month, which is payable monthly in arrears. The average monthly balance is calculated by adding the ending outstanding balance under the revolving line for each day in the month divided by the number of days in the month. Equipment Notes Payable In May 2013, the Company entered into a financing arrangement with a lender under which the Company may borrow funds to purchase certain equipment. Initially, the maximum amount the Company could borrow under this financing arrangement was $500,000. Over time, the lender increased that maximum amount, and as of March 31, 2017, the maximum amount was $9,690,000, all of which has been borrowed. In April 2015, the Company used approximately $3,381,000 of the proceeds received from the EWB credit facility to pay down a portion of the principal amount the Company had borrowed under this financing arrangement, accrued interest and a prepayment fee. As of March 31, 2017, approximately $1,302,000 of principal remained outstanding under this financing arrangement, of which $856,000 is recorded in current portion of long-term debt on the accompanying consolidated balance sheet. The Company was able to borrow up to the maximum amount available under this financing arrangement in tranches as needed. Each tranche borrowed through August 2015 incurred interest at 8.32% per annum; the interest for tranches borrowed thereafter was reduced to rates between 7.32% to 8.05% per annum. With respect to the first $1,000,000 in the aggregate borrowed, principal and interest payments are due in 36 equal monthly installments. With respect to amounts borrowed in excess of the first $1,000,000 in the aggregate, the first monthly payment will be equal to 24% of the principal amount outstanding, and the remaining principal and interest due is payable in 35 equal monthly installments. The Company granted the lender a first security interest in the equipment purchased with the funds borrowed. This equipment lender entered into a subordination agreement with EWB. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity: | |
Accumulated Other Comprehensive Income | (5) ACCUMULATED OTHER COMPREHENSIVE INCOME The United States dollar is the Company’s functional currency, except for its operations in Canada where the functional currency is the Canadian dollar. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. In accordance with ASC No. 830, Foreign Currency Matters |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (6) RECENT ACCOUNTING PRONOUNCEMENTS Management has considered all recent accounting pronouncements issued since the last audit of the Company’s consolidated financial statements, and believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
Concentrations of Risk
Concentrations of Risk | 3 Months Ended |
Mar. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | (7) CONCENTRATIONS OF RISK Significant Customer For the three months ended March 31, 2017 and 2016, the Company generated approximately $2,105,000 and $2,292,000, respectively, of total revenue from Buffalo Wild Wings corporate-owned restaurants and its franchisees, which represented approximately 40% and 42% of total revenue for those periods, respectively. As of March 31, 2017 and December 31, 2016, approximately $250,000 and $261,000, respectively, was included in accounts receivable from Buffalo Wild Wings corporate-owned restaurants and its franchisees. Equipment Suppliers The Company currently purchases the tablets, cases and charging trays used in its BEOND platform from one unaffiliated third-party manufacturer. The Company currently does not have an alternative manufacturer for its tablets or an alternative manufacturer or device for the tablet cases or tablet charging trays. The Company no longer purchases playmakers for its Classic platform. As of March 31, 2017, approximately $1,000 was included in accounts payable or accrued expenses for the tablet equipment purchased from its sole supplier. There were no amounts outstanding in accounts payable or accrued expenses as of December 31, 2016 related to the sole supplier. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | (8) SUBSEQUENT EVENT Registered Direct Offering On April 25, 2017, the Company entered into a subscription agreement with certain investors relating to the issuance and sale of shares of the Company’s common stock at a purchase price of $7.78 per share, which was the closing price of its common stock on April 24, 2017. The offering closed on April 28, 2017. The Company sold 29,566 shares of its common stock and received net proceeds of approximately $219,000, after deducting estimated offering expenses. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of its strategic priorities. The shares were offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration Statement No. 333-215271) filed with the Securities and Exchange Commission (“SEC”) on December 22, 2016 and declared effective by the SEC on February 2, 2017, and the base prospectus included therein, as supplemented by a prospectus supplement filed with the SEC in connection with the takedown relating to the offering. As previously reported, in November 2015, the Company received a letter from the NYSE Regulation Inc. stating that it is not in compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide because the Company reported stockholders’ equity of less than $6 million as of September 30, 2015 and had net losses in five of its most recent fiscal years ended December 31, 2014. In December 2015, the Company submitted a plan to NYSE Regulation advising of actions it has taken or will take to regain compliance with Section 1003(a)(iii) by May 13, 2017. In January 2016, NYSE Regulation notified the Company that NYSE Regulation has accepted the Company’s plan and granted the Company a plan period that extends through May 13, 2017 to regain compliance with Section 1003(a)(iii). In April 2016, as previously reported, the Company received a second letter from NYSE Regulation stating that it is not in compliance with Section 1003(a)(ii) of the Company Guide because the Company reported stockholders’ equity of less than $4 million as of December 31, 2015 and had net losses in three of its four most recent fiscal years ended December 31, 2015. As a result, the Company continues to be subject to the procedures and requirements of Section 1009 of the Company Guide. Because this instance of noncompliance is in addition to the Company’s noncompliance with Section 1003(a)(iii) of the Company Guide discussed above, the Company was not required to submit a new compliance plan. Under Section 1003(a)(i) of the Company Guide, the NYSE MKT will normally consider suspending dealings in, or removing from the list, securities of an issuer which has stockholders’ equity of less than $2 million if such issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Company had net losses in two of its three most recent fiscal years ended December 31, 2015. The Company’s stockholders’ equity at September 30, 2016 was $1.8 million, and accordingly, the Company was below compliance with Section 1003(a)(i), as well. However, in the Company’s November 2016 offering it raised approximately $2.7 million, and the Company’s stockholders’ equity at December 31, 2016 was approximately $4.1 million. The Company also raised approximately $1.6 million in March 2017. The listing of the Company’s common stock on the NYSE MKT is being continued during the plan period. The NYSE Regulation staff reviews the Company periodically for compliance with initiatives outlined in the Company’s plan. If the Company is not in compliance with the listing requirements with which it is currently not in compliance by May 13, 2017 or if the Company does not make progress consistent with its plan during the plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate. The Company has continued to make progress consistent with its plan during the plan period. Raising capital in the offering described above is consistent with the initiatives outlined in the Company’s plan to regain compliance, and after giving effect to the offering described above, the Company believes it will have regained compliance with Sections 1003 (a)(i), (ii) and (iii) of the Company Guide, however determination of whether the Company has regained such compliance will be made by NYSE Regulation and will be publicly disclosed by the Company. The following table shows the Company’s stockholders’ equity balance as of March 31, 2017 as reported and on a pro forma basis as if the Company completed the offering described above as of March 31, 2017. As of March 31, 2017 As reported Net proceeds from April 2017 offering Pro forma Total stockholders’ equity $ 5,828,000 $ 219,000 $ 6,047,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Shareholders' Equity: | |
Schedule of Weighted Average Assumptions | The following weighted-average assumptions were used for grants issued during the three months ended March 31, 2017 and 2016 under the ASC No. 718 requirements. Three months ended March 31, 2017 2016 Weighted average risk-free rate 1.63 % 1.26 % Weighted average volatility 115.0 % 110.7 % Dividend yield 0.00 % 0.00 % Expected life 7.14 years 6.02 years |
Subsequent Event (Tables)
Subsequent Event (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Stockholders' Equity Balance as Reported On Pro Forma Basis | The following table shows the Company’s stockholders’ equity balance as of March 31, 2017 as reported and on a pro forma basis as if the Company completed the offering described above as of March 31, 2017. As of March 31, 2017 As reported Net proceeds from April 2017 offering Pro forma Total stockholders’ equity $ 5,828,000 $ 219,000 $ 6,047,000 |
Basic and Diluted Earnings Pe17
Basic and Diluted Earnings Per Common Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares excluded from earnings per share | 454,000 | 439,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Common stock at purchase price per share | $ 7.85 | ||
Sale of stock common, shares | 200,000 | ||
Proceeds from offering expenses | $ 1,600 | ||
Stock-based compensation | $ 117 | $ 113 | |
Stock options to purchase shares of common stock | 2,000 | 15,500 | |
Option exercised during period, value | |||
Amended 2010 Plan [Member] | |||
Number of option available for grants | 106,000 | ||
Share-based awards, expiration date | Feb. 29, 2020 | ||
Amended 2010 Plan [Member] | Maximum [Member] | |||
Number of option available for grants | 240,000 | ||
Amended 2014 Plan [Member] | Maximum [Member] | New Employee [Member] | |||
Number of option available for grants | 85,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Weighted Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Weighted-average risk-free rate | 1.63% | 1.26% |
Weighted-average volatility | 115.00% | 110.70% |
Dividend yield | 0.00% | 0.00% |
Expected life | 7 years 1 month 21 days | 6 years 7 days |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Apr. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2017 | May 31, 2013 |
Maximum borrowing capacity | $ 6,500,000 | |||
Debt principal amount | $ 1,302,000 | |||
Equipment Notes Payable [Member] | ||||
Line of credit facility interest rate | 24.00% | |||
Proceeds from line of credit | $ 3,381,000 | |||
Line of credit interest rate | 8.32% per annum; the interest for tranches borrowed thereafter was reduced to rates between 7.32% to 8.05% per annum. | |||
Maximum borrowing capacity | $ 9,690,000 | $ 500,000 | ||
Long-term debt, current | $ 856,000 | |||
Line of credit, installment term | 36 months | |||
Wall Street Journal [Member] | ||||
Payments of line of credit | $ 2,000,000 | |||
Prime Rate [Member] | Wall Street Journal [Member] | ||||
Line of credit facility interest rate | 3.25% | |||
LIBOR Rate [Member] | Wall Street Journal [Member] | ||||
Line of credit facility interest rate | 6.00% | |||
Minimum [Member] | Prime Rate [Member] | Wall Street Journal [Member] | ||||
Line of credit facility interest rate | 1.75% | |||
Minimum [Member] | LIBOR Rate [Member] | Wall Street Journal [Member] | ||||
Line of credit facility interest rate | 4.50% | |||
East West Bank [Member] | ||||
Credit line amount outstanding | 7,500,000 | $ 7,500,000 | ||
Advance due date | Jun. 15, 2017 | |||
Line of credit facility, description | Under the EWB credit facility, the Company may request advances in an aggregate outstanding amount at any time up to the lesser of (a) $7,500,000, which the Company refers to as the revolving line, or (b) the sum of $2,000,000 (which the Company refers to as the sublimit) plus the amount equal to its borrowing base, in each case, less the aggregate outstanding principal amount of prior advances | |||
Line of credit facility interest rate | 100.00% | |||
Increase the revolving line of credit | $ 2,500,000 | |||
Percentage of churn rate | 300.00% | |||
Proceeds from line of credit | $ 6,500,000 | |||
Line of credit | 6,450,000 | |||
Line of credit facility, periodic payment, principal | 50,000 | |||
Line of credit interest rate | The EWB credit facility also requires the Company to maintain, at June 15, 2017, or if earlier, at such time that the $2.0 million sublimit has been paid off, a balance on deposit with EWB equal to 100% of the aggregate outstanding principal amount of the advances at the applicable measurement time. | |||
Line of credit remaining borrowing capacity | 20,000 | |||
Proceeds to pay down existing indebtedness | 3,381,000 | |||
Facility fee to lender | $ 37,500 | |||
Increase in the revolving line times percentage | 0.50% | |||
Percentage of pays an unused line fee | 0.50% | |||
East West Bank [Member] | Amended Loan Agreement [Member] | ||||
Facility fee to lender | $ 31,000 | |||
East West Bank [Member] | April 2017 [Member] | ||||
Credit line amount outstanding | 4,450,000 | |||
East West Bank [Member] | April 2017 [Member] | Sublimit [Member] | ||||
Line of credit facility, periodic payment, principal | 2,000,000 | |||
East West Bank [Member] | Stump Product Line [Member] | ||||
Concentration risk percentage | 50.00% | |||
East West Bank [Member] | Minimum [Member] | ||||
Credit line amount outstanding | $ 2,000,000 | $ 2,000,000 | ||
East West Bank [Member] | Maximum [Member] | Amended Loan Agreement [Member] | ||||
Proceeds to pay down existing indebtedness | 2,000,000 | |||
Equipment Notes Payable [Member] | Tranches One [Member] | ||||
Maximum borrowing capacity | $ 1,000,000 | |||
Line of credit, installment term | 36 months | |||
Equipment Notes Payable [Member] | Tranches Two [Member] | ||||
Maximum borrowing capacity | $ 1,000,000 | |||
Line of credit, installment term | 35 months |
Accumulated Other Comprehensi21
Accumulated Other Comprehensive Income (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Shareholders' Equity: | ||
Accumulated foreign currency translation adjustments | $ 238 | $ 223 |
Concentrations of Risk (Details
Concentrations of Risk (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Accounts receivable from customer | $ 1,765 | $ 928 | |
Sales Revenue, Net [Member] | Buffalo Wild Wings Corporate-owned Restaurants and Its Franchisees [Member] | |||
Revenues | $ 2,105 | $ 2,292 | |
Supplier Concentration Risk [Member] | |||
Concentration risk percentage | 40.00% | 42.00% | |
Accounts payable | $ 1 | ||
Accounts Receivable | Buffalo Wild Wings Corporate-owned Restaurants and Its Franchisees [Member] | |||
Accounts receivable from customer | $ 250 | $ 261 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 25, 2017 | Mar. 31, 2017 |
Reported stockholders' equity, description | Under Section 1003(a)(i) of the Company Guide, the NYSE MKT will normally consider suspending dealings in, or removing from the list, securities of an issuer which has stockholders equity of less than $2 million if such issuer has sustained losses from continuing operations and/or net losses in two of its three most recent fiscal years. The Company had net losses in two of its three most recent fiscal years ended December 31, 2015. The Companys stockholders equity at September 30, 2016 was $1.8 million, and accordingly, the Company was below compliance with Section 1003(a)(i), as well. However, in the Companys November 2016 offering it raised approximately $2.7 million, and the Companys stockholders equity at December 31, 2016 was approximately $4.1 million. The Company also raised approximately $1.6 million in March 2017 | |
Reported stockholders' equity | $ 2,000 | |
Offering raised | $ 1,600 | |
November 2015 [Member] | ||
Reported stockholders' equity, description | As previously reported, in November 2015, the Company received a letter from the NYSE Regulation Inc. stating that it is not in compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide because the Company reported stockholders equity of less than $6 million as of September 30, 2015 | |
Reported stockholders' equity | $ 6,000 | |
April 2016 [Member] | ||
Reported stockholders' equity, description | In April 2016, as previously reported, the Company received a second letter from NYSE Regulation stating that it is not in compliance with Section 1003(a)(ii) of the Company Guide because the Company reported stockholders equity of less than $4 million as of December 31, 2015 | |
Reported stockholders' equity | $ 4,000 | |
September 30, 2016 [Member] | ||
Reported stockholders' equity | 1,800 | |
November 2016 [Member] | ||
Offering raised | 2,700 | |
December 31, 2016 [Member] | ||
Reported stockholders' equity | $ 4,100 | |
Subscription Agreement [Member] | ||
Price per share | $ 7.78 | |
Stock issued during period, value, new issues | $ 219 | |
Stock issued during period, shares, new issues | 29,566 |
Subsequent Event - Schedule of
Subsequent Event - Schedule of Stockholders’ Equity Balance as Reported on Pro Forma Basis ( (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Total stockholders’ equity | $ 5,828 | $ 4,068 |
Net Proceeds from April 2017 Offering [Member] | ||
Total stockholders’ equity | 219 | |
Pro Forma [Member] | ||
Total stockholders’ equity | $ 6,047 |