Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | CICERO INC | |
Entity Central Index Key | 945,384 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
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 | 192,253,005 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,121 | $ 1,009 |
Trade accounts receivable | 137 | 256 |
Prepaid expenses and other current assets | 289 | 235 |
Total current assets | 1,547 | 1,500 |
Property and equipment, net | 11 | 11 |
Goodwill (Note 2) | 1,658 | 1,658 |
Total assets | 3,216 | 3,169 |
Liabilities: | ||
Short-term debt less unamortized debt discount of $205 (Note 3) | 2,561 | 2,098 |
Accounts payable | 1,187 | 1,336 |
Accrued expenses: | ||
Salaries, wages, and related items | 1,557 | 1,601 |
Accrued interest | 2,029 | 2,021 |
Other | 650 | 653 |
Deferred revenue | 930 | 605 |
Total current liabilities | 8,914 | 8,314 |
Long-term debt (Note 3) | 2,132 | 2,132 |
Total liabilities | $ 11,046 | $ 10,446 |
Commitments and Contingencies (Note 7 and 8) | ||
Stockholders' deficit: | ||
Convertible preferred stock, $0.001 par value, 10,000,000 shares authorized No shares issued and outstanding at March 31, 2016 and December 31, 2015 | $ 0 | $ 0 |
Common stock, $0.001 par value, 600,000,000 shares authorized, 192,253,005 issued and outstanding at March 31, 2016 and December 31, 2015 (Note 4) | 192 | 192 |
Additional paid-in capital | 246,269 | 246,220 |
Accumulated deficit | (254,291) | (253,689) |
Total stockholders' deficit | (7,830) | (7,277) |
Total liabilities and stockholders' deficit | $ 3,216 | $ 3,169 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders deficit: | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Convertible Preferred stock issued | 0 | 0 |
Convertible Preferred stock outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 600,000,000 | 600,000,000 |
Common stock shares issued | 192,253,005 | 192,253,005 |
Common stock shares outstanding | 192,253,005 | 192,253,005 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Software | $ 11 | $ 86 |
Maintenance | 389 | 367 |
Services | 7 | 7 |
Total operating revenue | 407 | 460 |
Cost of revenue | ||
Software | 0 | 0 |
Maintenance | 50 | 30 |
Services | 143 | 148 |
Total cost of revenue | 193 | 178 |
Gross margin | 214 | 282 |
Operating expenses: | ||
Sales and marketing | 148 | 281 |
Research and product development | 304 | 341 |
General and administrative | 258 | 291 |
Total operating expenses | 710 | 913 |
Loss from operations | (496) | (631) |
Other income/(expense): | ||
Interest expense | (106) | (234) |
Total other income/(expense) | (106) | (234) |
Net loss | (602) | (865) |
8% preferred stock Series B dividend | 0 | 31 |
Net loss applicable to common stockholders | $ (602) | $ (896) |
Loss per share applicable to common stockholders: | ||
Basic and Diluted | $ 0 | $ (0.01) |
Weighted average shares outstanding: | ||
Basic and Diluted | 192,253 | 85,848 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Consolidated Statements Of Operations | ||
Preferred stock Series B dividend rate | 8.00% | 8.00% |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (602) | $ (865) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation and amortization | 2 | 4 |
Stock compensation expense | (1) | 0 |
Amortization of debt discount | 64 | 0 |
Changes in assets and liabilities: | ||
Trade accounts receivable | 119 | 985 |
Prepaid expenses and other current assets | (54) | (73) |
Accounts payable and accrued expenses | (188) | 378 |
Deferred revenue | 325 | (18) |
Net cash generated/(used) by operating activities | (335) | 411 |
Cash flows from investing activities: | ||
Purchases of equipment | (2) | (6) |
Net cash used by investing activities | (2) | (6) |
Cash flows from financing activities: | ||
Borrowings under debt | 453 | 260 |
Repayments of debt | (4) | (15) |
Net cash generated by financing activities | 449 | 245 |
Net increase in cash | 112 | 650 |
Cash: | ||
Beginning of period | 1,009 | 20 |
End of period | $ 1,121 | $ 670 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated (Deficit) | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 192,253,005 | ||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 192 | $ 246,220 | $ (253,689) | $ (7,277) | |
Options issued as compensation | (1) | (1) | |||
Debt discount due to imputed interest | 50 | 50 | |||
Net loss | (602) | (602) | |||
Ending Balance, Shares (unaudited) at Mar. 31, 2016 | 192,253,005 | ||||
Ending Balance, Amount (unaudited) at Mar. 31, 2016 | $ 192 | $ 246,269 | $ (254,291) | $ (7,830) |
1. INTERIM FINANCIAL STATEMENTS
1. INTERIM FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
1. INTERIM FINANCIAL STATEMENTS | The accompanying condensed consolidated financial statements for the three months ended March 31, 2016 and 2015 are unaudited, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations. Accordingly, these interim financial statements should be read in conjunction with the audited condensed financial statements and notes thereto contained in Cicero Inc.'s (the "Company") Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 31, 2016. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for other interim periods or for the full fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of the interim results of operations. All such adjustments are of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited consolidated financial statements in accordance with the rules and regulations of the SEC, but does not include all disclosures required for financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All of the Company's subsidiaries are wholly owned for the periods presented. Liquidity The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred an operating loss of approximately $2,843,000 for the year ended December 31, 2015, and has a history of operating losses. For the three months ended March 31, 2016, the Company incurred losses of $602,000 and had a working capital deficiency of $7,367,000 as of March 31, 2016. Management believes that its repositioned strategy of leading with its Discovery product to use analytics to measure and then manage how work happens will shorten the sales cycle and allow for value based selling to our customers and prospects. The Company anticipates success in this regard based upon current discussions with active customers and prospects. The Company has borrowed $453,000 and $2,275,000 in 2016 and 2015, respectively. The Company has also repaid approximately $4,000 and $210,000 of debt in 2016 and 2015, respectively. Additionally, in April 2015, the Companys Chairman, Mr. Launny Steffens, converted $6,950,514 of debt into 69,505,140 shares of common stock of the Company. In July 2015, the Company completed a sale of 25 million shares of its common stock and warrants to purchase up to 205,277,778 shares of its common stock to a group of nine investors, led by the Companys Chairman of the Board, John (Launny) Steffens and the Privet Group, LLC, for $1,000,000. Should the investors exercise the warrants, which have exercise prices ranging from $0.04 to $0.05 per share, the Company would receive an additional $9,000,000 in proceeds. The warrants expire in three years. Should the Company be unable to secure customer contracts that will drive sufficient cash flow to sustain operations, the Company will be forced to seek additional capital in the form of debt or equity financing; however, there can be no assurance that such debt or equity financing will be available on terms acceptable to the Company or at all. These factors raise substantial doubt about the Companys ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates. Significant estimates include the recoverability of long-lived assets, valuation and recoverability of goodwill, stock based compensation, deferred taxes and related valuation allowances and valuation of equity instruments. Financial Instruments: The carrying amount of the Companys financial instruments, representing accounts receivable, accounts payable and short-term debt approximate their fair value due to their short term nature. The fair value and carrying amount of long-term debt were as follows: March 31, 2016 December 31, 2015 Fair Value $ 2,073,629 $ 2,061,598 Carrying Value $ 2,132,457 $ 2,132,457 Valuations for long-term debt are determined based on borrowing rates currently available to the Company for loans with similar terms and maturities. These loans have been determined to be Level 3 within the fair value hierarchy and use a discounted cash flow model to determine their valuation. There have been no changes to the valuation technique. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (ASC) 718 Compensation Stock Compensation which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards under ASC 718. The Company did not issue any stock options in the first three months of 2016. The Company recognized stock-based compensation expense/(income) of ($338) for the three months ended March 31, 2016 in connection with outstanding options. The Company has $6,629 in unrecognized stock-based compensation expense as of March 31, 2016. The following table sets forth certain information as of March 31, 2016 about shares of the Companys common stock, par value $.001 (the Common Stock), outstanding and available for issuance under the Companys existing equity compensation plans: the Cicero Inc. 2007 Employee Stock Option Plan and the Outside Director Stock Option Plan. The Companys stockholders approved all of the Companys stock-based compensation plans. Shares Outstanding on December 31, 2015 3,657,110 Granted -- Exercised -- Forfeited (290,599 ) Outstanding on March 31, 2016 3,366,511 Weighted average exercise price of outstanding options $ 0.22 Aggregate Intrinsic Value $ 0 Shares available for future grants on March 31, 2016 1,133,489 Weighted average of remaining contractual life 4.10 Recent Accounting Pronouncements The FASB's new leases standard ASU 2016-02 Leases (Topic 842) was issued on February 25, 2016. ASU 2016-02 is intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet the new ASU will require both types of leases (i.e. operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The leasing standard will be effective for calendar year-end public companies beginning after December 15, 2018. Public companies will be required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. For calendar year-end public companies, this means an adoption date of January 1, 2019 and retrospective application to previously issued annual and interim financial statements for 2018. See Note 7 for the Companys current lease commitments. The Company is currently in the process of evaluating the impact that this new leasing ASU will have on its financial statements. In January 2016, the FASB issued a new accounting standard that will enhance the Companys reporting for financial instruments. The new standard is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Earlier adoption is permitted for interim and annual reporting periods as of the beginning of the fiscal year of adoption. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace most current U.S. GAAP guidance on this topic and eliminate most industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the consolidated financial statements and related disclosures. |
2. GOODWILL AND OTHER INTANGIBL
2. GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2. GOODWILL AND OTHER INTANGIBLE ASSETS | The Company accounts for goodwill in accordance with ASC Topic 350 Intangibles Goodwill and Other Intangible Assets which requires that goodwill and intangible assets with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Goodwill includes the excess of the purchase price over the fair value of net assets acquired of $2,832,000 in connection with the SOAdesk LLC acquisition in fiscal 2010. The Codification requires that goodwill be tested for impairment at the reporting unit level. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Pursuant to recent authoritative accounting guidance, the Company elects to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Company is not required to calculate the fair value of a reporting unit unless the Company determines that it is more likely than not that its fair value is less than its carrying amount. If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the two-step goodwill impairment test is performed. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying value exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary as no potential impairment exists. The second step is measuring the fair value of assets and liabilities of the reporting unit to determine the implied fair value of goodwill, which is compared with the carrying amount of that goodwill. Any excess of the goodwill carrying value over the respective implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value. Through March 31, 2016, no indicator of impairment of goodwill has been identified. Goodwill Balance at December 31, 2015 $ 1,658,000 Additions -- Impairment -- Balance at March 31, 2016 $ 1,658,000 |
3. DEBT
3. DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
3. DEBT | Debt and notes payable to related party consist of the following (in thousands): March 31, 2016 December 31, 2015 Note payable asset purchase agreement (a) $ 1,518 $ 1,518 Note payable related parties (b) 2,294 1,845 Notes payable (c) 1,086 1,086 Unamortized debt discount (b) (205 ) (219 ) Total debt 4,693 4,230 Less current portion (2,561 ) (2,098 ) Total long term debt $ 2,132 $ 2,132 (a) In January 2010, the Company entered into an unsecured convertible promissory note with SOAdesk for $700,000 with an annual interest rate of 5%. The note was originally scheduled to mature on March 31, 2010 but was subsequently amended and through a series of amendments, the maturity date was extended to June 30, 2015. In June 2015, the note was amended and the maturity date was extended to June 30, 2017. In July 2015, the Company paid $25,000 toward the principal amount of the note. At December 31, 2015, the Company was indebted to SOAdesk in the amount of $675,000 in principal and $208,000 in interest. At March 31, 2016, the Company was indebted to SOAdesk in the amount of $675,000 in principal and $216,000 in interest. In June 2015, the note was amended so that the note is convertible into shares of the Companys common stock at the rate of one share for every $0.15 of principal and interest due under the note from the original conversion to shares of Series B Convertible Preferred Stock at the rate of one share per every $150 of principal and interest due under the note. The note was further amended that should the Companys earnings before interest, taxes, depreciation and amortization (EBITDA) exceed $1,000,000 in either 12 month period beginning June 30, 2015 and June 30, 2016, respectively, then the Company shall repay, in cash, a portion of the outstanding principal of the note at the rate of $0.50 for each $1.00 that exceeds the EBITDA threshold. The note is convertible at the holders option at any time or at maturity. As part of a prior acquisition, the Company was obligated to certain earn-out obligation payments of up to $2,410,000 over an 18 month period from January 15, 2010 through July 31, 2011, based upon the achievement of certain revenue performance targets. The earn-out was payable fifty percent in cash and fifty percent in common stock of the Company at the rate of one share for every $0.15 earn-out payable. The Company had recorded $842,606 in its accounts payable as of December 31, 2014 due to a portion of earn-out obligations being met. In June 2015, the Company entered into a promissory note with SOAdesk for fifty percent of the earn-out payable ($421,303) to SOAdesk. The maturity date of the note is December 31, 2015 with an annual interest rate of 10%. In December 2015, the maturity date was extended to December 31, 2016. At December 31, 2015, the Company was indebted to SOAdesk for $421,303 in principal and approximately $21,000 in interest. At March 31, 2016, the Company was indebted to SOAdesk for $421,303 in principal and approximately $32,000 in interest. The Company also entered into a convertible promissory note with SOAdesk for fifty percent of the earn-out payable ($421,303) with a maturity date of June 30, 2017 that was non-interest bearing. The note is only convertible into shares of the Companys common stock at the rate of one share for every $0.15 of principal due under the note. The note is convertible at the holders option at any time or at maturity. At December 31, 2015 and March 31, 2016, the Company was indebted to SOAdesk for $421,303 in principal. (b) In January 2016, the Company entered into a $3,500 short-term note From time to time during 2012 through 2015, the Company entered into several short-term notes payable with John L. (Launny) Steffens, the Chairman of the Board of Directors, for various working capital needs. The notes bear interest at 12% per year, are unsecured and mature on June 30, 2015. At December 31, 2014, the Company was indebted to Mr. Steffens in the approximate amount of $6,691,000 of principal and $1,139,000 in interest. On April 8, 2015, the Company entered into an Exchange Agreement with Mr. Steffens to convert an aggregate of $6,950,514 of principal amount of debt into 69,505,140 shares of the Companys common stock at a conversion rate of $0.10 per share. Subsequent to the exchange agreement, the Company entered into several short term notes payable with Mr. Steffens for various working capital needs. The notes vary from non-interest bearing to interest rate of 12% with a maturity date of December 31, 2015. The Company is obligated to repay the notes with the collection of any accounts receivables. The Company had repaid $170,000 in principal as of December 31, 2015. In December 2015, the maturity dates were extended to December 31, 2016. At December 31, 2015, the Company was indebted to Mr. Steffens in the approximate amount of $1,845,000 of principal and $1,362,000 of interest. At March 31, 2016, the Company was indebted to Mr. Steffens in the approximate amount of $2,294,000 of principal and $1,363,000 of interest. At December 31, 2015, the Company recorded $275,000 of unamortized discount on debt on the non-interest bearing notes with Mr. Steffens. Imputed interest was calculated based on a 12% interest rate based on historical notes with Mr. Steffens and comparative non-related party loans with the Company. The Company has recorded $56,000 of amortization of the debt discount in interest expense through December 31, 2015. At March 31, 2016, the Company recorded an additional $50,000 of unamortized discount on debt for the debt issued in fiscal 2016. The Company has recorded $64,000 of amortization of the debt discount in interest expense through March 31, 2016. (c) The Company has issued a series of short-term unsecured promissory notes with private lenders, which provide for short term borrowings. The notes in the aggregate amount of $50,000 of principal and $53,000 of interest and $50,000 of principal and $55,000 of interest, respectively, as of December 31, 2015 and March 31, 2016, bear interest between 10% and 36% per annum. In March 2014, the Company reclassified to short-term debt its unsecured convertible promissory note with SOAdesk that was entered into as part of the Asset Purchase Agreement with SOAdesk for $1,000,000 with an annual interest rate of 5% and a maturity date of January 14, 2015. In March 2012, SOAdesk elected to convert $300,000 of the outstanding note balance into 2,000,000 shares of the Companys Common Stock. Through a series of amendments, the note was amended to extend the maturity date until June 30, 2015. In June 2015, the note was amended to extend the maturity date until June 30, 2017. The note was further amended that should the Companys earnings before interest, taxes, depreciation and amortization (EBITDA) exceed $1,000,000 in either 12 month period beginning June 30, 2015 and June 30, 2016, respectively, then the Company shall repay, in cash, a portion of the outstanding principal of the note at the rate of $0.50 for each $1.00 that exceeds the EBITDA threshold. At December 31, 2015, the Company was indebted to SOAdesk in the amount of $700,000 in principal and $242,000 in interest. At March 31, 2016, the Company was indebted to SOAdesk in the amount of $700,000 in principal and $250,000 in interest. The note is only convertible into shares of the Companys common stock at the rate of one share for every $0.15 of principal and interest due under the note. In June 2014, the Company reclassified to short-term debt its unsecured promissory note with a private lender that was originally entered into in March 2012 for $336,000 at an interest rate of 12% and a maturity date of March 31, 2013. In March 2013, the maturity date of the note was extended to June 30, 2015. In June 2015, the maturity date of the note was extended to June 30, 2017, a repayment schedule of quarterly principal and interest payments of $12,000 beginning on September 30, 2015 and two milestone payments of $125,000 on February 28, 2016 and 2017, respectively were added. In February 2016, the note was amended that the first milestone payment due on February 29, 2016, was now payable quarterly beginning February 29, 2016 through November 29, 2016. At December 31, 2015, the Company was indebted to this private lender in the amount of $336,000 in principal and $134,000 in interest. At March 31, 2016, the Company was indebted to this private lender in the amount of $336,000 in principal and $112,000 in interest. |
4. STOCKHOLDER'S EQUITY
4. STOCKHOLDER'S EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
4. STOCKHOLDER'S EQUITY | At the Companys Annual Meeting held on September 11, 2015, the shareholders approved the following proposals: 1. An amendment to the Companys Amended and Restated Certificate of Incorporation (Charter) to increase the number of authorized shares of common stock, par value $0.001 per share, from 215,000,000 to 600,000,000; 2. An amendment to the Companys Charter to allow stockholders to be able to act by written consent only while Privet Fund LP and its affiliates (a Privet Stockholder) own an aggregate of at least 30% of the Companys outstanding voting stock; 3. An amendment to the Companys Charter to provide that only the Board of Directors may call a special meeting of stockholders of the Company; 4. An amendment to the Companys Charter to renounce the Companys expectancy regarding certain corporate opportunities presented to a Privet Stockholder; 5. An amendment to the Companys Charter to not be governed by the provisions of Section 203 of the Delaware General Corporation Law; 6. An amendment to the Companys Charter establishing the courts located within the State of Delaware as the exclusive forum for the adjudication of certain legal actions by the stockholders; and 7. An amendment to the Companys Charter to authorize 10,000,000 shares of blank check preferred stock, par value $0.001 per share. Also at the Annual Meeting, the holders of the Companys Series A-1 Convertible Preferred Stock approved an amendment to Article IV (Conversion) of the Series A-1 Convertible Preferred Stock Certificate of Designations to the effect that the Series A-1 Preferred Stock will automatically convert into common stock upon the Company consummating an equity financing for at least $1,000,000; and the holders of the Companys Series B Convertible Preferred Stock approved an amendment to Section 6 (Automatic Conversion) of the Series B Convertible Preferred Stock Certificate of Designations to the effect that the Series B Preferred Stock will automatically convert into common stock upon the Company consummating an equity financing for at least $1,000,000. On July 15, 2015, the Company entered into a Stock and Warrant Purchase Agreement (the Purchase Agreement) with investors named therein, including Privet Fund LP (Privet), five directors of the Company, including John L. Steffens, Donald Peppers, Bruce D. Miller, Mark Landis, and Thomas Avery, and three other persons (collectively the nine investors are referred to as the Purchasers), pursuant to which the Purchasers severally purchased, in the aggregate, 25,000,000 shares of the Companys common stock and warrants to purchase up to an aggregate of 205,277,778 shares of the Companys common stock (Warrants) for an aggregate consideration of $1,000,000. The Warrants are exercisable for a period of three years beginning at any time after 60 days of issuance. The exercise prices of the Warrants are as follows: (i) Warrants to purchase up to 87,500,000 shares of the Companys common stock are exercisable at a price of $0.04 per share (Tranche I); (ii) Warrants to purchase up to 77,777,778 shares of the Companys common stock are exercisable at a price of $0.045 per share (Tranche II); and (iii) Warrants to purchase up to 40,000,000 shares of the Companys common stock are exercisable at a price of $0.05 per share (Tranche III). The Warrants are exercisable only for cash, as the exercise price paid is intended to increase the funding of the Company. All the exercise prices and numbers of shares are subject to customary anti-dilution provisions. The Warrants contain an exercise limitation provision that prohibits exercise of the Warrants to the extent that the exercise would result in the issuance of shares of the Companys common stock that would cause either (a) the Company to be deemed an investment company under the Investment Company Act of 1940, as amended, or (b) an ownership change within the meaning of Internal Revenue Code Section 382 (and applicable U.S. Treasury regulations pursuant to such section) limiting the use of the Companys net operating losses, carryforwards and other tax attributes. The Company is obligated to reserve a sufficient number of shares of the Companys common stock to enable the exercise of the Warrants. The use of proceeds from this transaction are for general corporate purposes, as approved from time to time by the Board of Directors (the Board), which approval must include approval by a majority of the directors that have been designated by Privet. In connection with the execution of the Purchase Agreement, the Company entered into an Investor Rights Agreement with Privet and Mr. Steffens (the Investors), granting the Investors the right to require the Company to file with the Securities and Exchange Commission up to four requested registration statements to register for resale the Investors shares of common stock purchased under the Purchase Agreement and purchased upon exercise of any of the Warrants (the Registrable Securities). The Investors also are granted unlimited piggy-back registration rights with respect to the Registrable Securities. The obligation to register the Registrable Securities continues until those securities have been sold or transferred by the holders of the registration rights or may be sold without limitation under Rule 144 or otherwise may be sold without restriction. As a result of the transaction, (i) Privet became the record holder of approximately 10.1% of the outstanding and issued shares of common stock, and has the right to purchase under the Warrants an additional 149,852,778 shares of common stock which would correspondingly increase its percentage of ownership and it has the right to appoint directors, and (ii) Mr. Steffens decreased his current 65.5% ownership of the common stock of the Company to 59.3%, while retaining his current control position in the common stock. Together Privet and Mr. Steffens, excluding the exercise of the Warrants, have a majority of the voting control of the Company. |
5. INCOME TAXES
5. INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
5. INCOME TAXES | The Company accounts for income taxes in accordance with Financial Accounting Standards Board (FASB) guidance ASC 740 Income Taxes. The Company's effective tax rate differs from the statutory rate primarily due to the fact that no income tax benefit or expense was recorded for the first three months of fiscal year 2016 or 2015. As a result of the Company's recurring losses, the deferred tax assets have been fully offset by a valuation allowance. |
6. LOSS PER SHARE
6. LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
6. LOSS PER SHARE | Basic loss per share is computed based upon the weighted average number of common shares outstanding. Diluted loss per share is computed based upon the weighted average number of common shares outstanding and any potentially dilutive securities. Potentially dilutive securities outstanding during the periods presented include stock options, warrants, restricted stock, preferred stock and convertible debt. The weighted average number of common shares is increased by the number of dilutive potential common shares issuable on the exercise of options less the number of common shares assumed to have been purchased with the proceeds from the exercise of the options pursuant to the treasury stock method; those purchases are assumed to have been made at the average price of the common stock during the respective period. Options or warrants to purchase shares of common stock are excluded from the calculation of diluted earnings per share when their inclusion would have an anti-dilutive effect on the calculation. No options or warrants were included in the calculation of loss per share for the three months ended March 31, 2016 and 2015. |
7. COMMITMENTS
7. COMMITMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
7. COMMITMENTS | In June 2014, the Company entered into an amendment with its landlord and renewed its lease through 2018. Future minimum lease commitments on operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of March 31, 2016 consisted of only one lease as follows (in thousands): Lease Commitments 2016 $ 77 2017 106 2018 89 $ 272 |
8. CONTINGENCIES
8. CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
8. CONTINGENCIES | The Company, from time to time, is involved in legal matters arising in the ordinary course of its business including matters involving proprietary technology. While management believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is or could become involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. Under the indemnification clause of the Companys standard reseller agreements and software license agreements, the Company agrees to defend the reseller/licensee against third party claims asserting infringement by the Companys products of certain intellectual property rights, which may include patents, copyrights, trademarks or trade secrets, and to pay any judgments entered on such claims against the reseller/licensee. There were no claims against the Company as of March 31, 2016. |
1. INTERIM FINANCIAL STATEMEN16
1. INTERIM FINANCIAL STATEMENTS (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Liquidity | The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred an operating loss of approximately $2,843,000 for the year ended December 31, 2015, and has a history of operating losses. For the three months ended March 31, 2016, the Company incurred losses of $602,000 and had a working capital deficiency of $7,367,000 as of March 31, 2016. Management believes that its repositioned strategy of leading with its Discovery product to use analytics to measure and then manage how work happens will shorten the sales cycle and allow for value based selling to our customers and prospects. The Company anticipates success in this regard based upon current discussions with active customers and prospects. The Company has borrowed $453,000 and $2,275,000 in 2016 and 2015, respectively. The Company has also repaid approximately $4,000 and $210,000 of debt in 2016 and 2015, respectively. Additionally, in April 2015, the Companys Chairman, Mr. Launny Steffens, converted $6,950,514 of debt into 69,505,140 shares of common stock of the Company. In July 2015, the Company completed a sale of 25 million shares of its common stock and warrants to purchase up to 205,277,778 shares of its common stock to a group of nine investors, led by the Companys Chairman of the Board, John (Launny) Steffens and the Privet Group, LLC, for $1,000,000. Should the investors exercise the warrants, which have exercise prices ranging from $0.04 to $0.05 per share, the Company would receive an additional $9,000,000 in proceeds. The warrants expire in three years. Should the Company be unable to secure customer contracts that will drive sufficient cash flow to sustain operations, the Company will be forced to seek additional capital in the form of debt or equity financing; however, there can be no assurance that such debt or equity financing will be available on terms acceptable to the Company or at all. These factors raise substantial doubt about the Companys ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Use of Accounting Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from these estimates. Significant estimates include the recoverability of long-lived assets, valuation and recoverability of goodwill, stock based compensation, deferred taxes and related valuation allowances and valuation of equity instruments. |
Financial Instruments: | The carrying amount of the Companys financial instruments, representing accounts receivable, accounts payable and short-term debt approximate their fair value due to their short term nature. The fair value and carrying amount of long-term debt were as follows: March 31, 2016 December 31, 2015 Fair Value $ 2,073,629 $ 2,061,598 Carrying Value $ 2,132,457 $ 2,132,457 Valuations for long-term debt are determined based on borrowing rates currently available to the Company for loans with similar terms and maturities. These loans have been determined to be Level 3 within the fair value hierarchy and use a discounted cash flow model to determine their valuation. There have been no changes to the valuation technique. |
Stock-Based Compensation | The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (ASC) 718 Compensation Stock Compensation which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards under ASC 718. The Company did not issue any stock options in the first three months of 2016. The Company recognized stock-based compensation expense/(income) of ($338) for the three months ended March 31, 2016 in connection with outstanding options. The Company has $6,629 in unrecognized stock-based compensation expense as of March 31, 2016. The following table sets forth certain information as of March 31, 2016 about shares of the Companys common stock, par value $.001 (the Common Stock), outstanding and available for issuance under the Companys existing equity compensation plans: the Cicero Inc. 2007 Employee Stock Option Plan and the Outside Director Stock Option Plan. The Companys stockholders approved all of the Companys stock-based compensation plans. Shares Outstanding on December 31, 2015 3,657,110 Granted -- Exercised -- Forfeited (290,599 ) Outstanding on March 31, 2016 3,366,511 Weighted average exercise price of outstanding options $ 0.22 Aggregate Intrinsic Value $ 0 Shares available for future grants on March 31, 2016 1,133,489 Weighted average of remaining contractual life 4.10 |
Recent Accounting Pronouncements | The FASB's new leases standard ASU 2016-02 Leases (Topic 842) was issued on February 25, 2016. ASU 2016-02 is intended to improve financial reporting about leasing transactions. The ASU affects all companies and other organizations that lease assets such as real estate, airplanes, and manufacturing equipment. The ASU will require organizations that lease assets referred to as Lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. An organization is to provide disclosures designed to enable users of financial statements to understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements concerning additional information about the amounts recorded in the financial statements. Under the new guidance, a lessee will be required to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP which requires only capital leases to be recognized on the balance sheet the new ASU will require both types of leases (i.e. operating and capital) to be recognized on the balance sheet. The FASB lessee accounting model will continue to account for both types of leases. The capital lease will be accounted for in substantially the same manner as capital leases are accounted for under existing GAAP. The operating lease will be accounted for in a manner similar to operating leases under existing GAAP, except that lessees will recognize a lease liability and a lease asset for all of those leases. The leasing standard will be effective for calendar year-end public companies beginning after December 15, 2018. Public companies will be required to adopt the new leasing standard for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption will be permitted for all companies and organizations upon issuance of the standard. For calendar year-end public companies, this means an adoption date of January 1, 2019 and retrospective application to previously issued annual and interim financial statements for 2018. See Note 7 for the Companys current lease commitments. The Company is currently in the process of evaluating the impact that this new leasing ASU will have on its financial statements. In January 2016, the FASB issued a new accounting standard that will enhance the Companys reporting for financial instruments. The new standard is effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Earlier adoption is permitted for interim and annual reporting periods as of the beginning of the fiscal year of adoption. The Company does not believe the adoption of this standard will have a material impact on its consolidated financial statements. In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace most current U.S. GAAP guidance on this topic and eliminate most industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. This guidance will be effective for the Company beginning January 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company has not yet selected a transition method and is evaluating the impact of adopting this new accounting standard update on the consolidated financial statements and related disclosures. |
1. INTERIM FINANCIAL STATEMEN17
1. INTERIM FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Interim Financial Statements Tables | |
Fair value and carrying amount of long-term debt | March 31, 2016 December 31, 2015 Fair Value $ 2,073,629 $ 2,061,598 Carrying Value $ 2,132,457 $ 2,132,457 |
Stock-Based Compensation | Shares Outstanding on December 31, 2015 3,657,110 Granted -- Exercised -- Forfeited (290,599 ) Outstanding on March 31, 2016 3,366,511 Weighted average exercise price of outstanding options $ 0.22 Aggregate Intrinsic Value $ 0 Shares available for future grants on March 31, 2016 1,133,489 Weighted average of remaining contractual life 4.10 |
2. GOODWILL AND OTHER INTANGI18
2. GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Other Intangible Assets Tables | |
Schedule of goodwill and impairment | Goodwill Balance at December 31, 2015 $ 1,658,000 Additions -- Impairment -- Balance at March 31, 2016 $ 1,658,000 |
3. DEBT (Tables)
3. DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Short-term debt, and notes payable to related party | March 31, 2016 December 31, 2015 Note payable asset purchase agreement (a) $ 1,518 $ 1,518 Note payable related parties (b) 2,294 1,845 Notes payable (c) 1,086 1,086 Unamortized debt discount (b) (205 ) (219 ) Total debt 4,693 4,230 Less current portion (2,561 ) (2,098 ) Total long term debt $ 2,132 $ 2,132 |
7. COMMITMENTS (Tables)
7. COMMITMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments Tables | |
Schedule of lease commitments | Lease Commitments 2016 $ 77 2017 106 2018 89 $ 272 |
1. INTERIM FINANCIAL STATEMEN21
1. INTERIM FINANCIAL STATEMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Interim Financial Statements Details | ||
Fair Value | $ 2,073,629 | $ 2,061,598 |
Carrying Value | $ 2,132,457 | $ 2,132,457 |
1. INTERIM FINANCIAL STATEMEN22
1. INTERIM FINANCIAL STATEMENTS (Details 1) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Interim Financial Statements Details | |
Outstanding on December 31, 2015 | 3,657,110 |
Granted | 0 |
Exercised | 0 |
Forfeited | (290,599) |
Outstanding on March 31, 2016 | 3,366,511 |
Weighted average exercise price of outstanding options | $ / shares | $ 0.22 |
Aggregate Intrinsic Value | $ | $ 0 |
Shares available for future grants on March 31, 2016 | 1,133,489 |
Weighted average of remaining contractual life | 4 years 1 month 6 days |
1. INTERIM FINANCIAL STATEMEN23
1. INTERIM FINANCIAL STATEMENTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Interim Financial Statements Details Narrative | ||
Net loss | $ 602 | $ 865 |
Working capital deficiency | 7,367 | |
Recognized stock-based compensation expenses | (338) | |
unrecognized stock-based compensation | $ 6,629 |
2. GOODWILL AND OTHER INTANGI24
2. GOODWILL AND OTHER INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill And Other Intangible Assets Details | |
Balance at December 31, 2015 | $ 1,658 |
Additions | 0 |
Impairment | 0 |
Balance at March 31, 2016 | $ 1,658 |
3. DEBT (Details)
3. DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Details | ||
Note payable - asset purchase agreement (a) | $ 1,518 | $ 1,518 |
Note payable - related parties (b) | 2,294 | 1,845 |
Notes payable (c) | 1,086 | 1,086 |
Unamortized debt discount (b) | (205) | (219) |
Total debt | 4,693 | 4,230 |
Less current portion | (2,561) | (2,098) |
Total long term debt | $ 2,132 | $ 2,132 |
7. COMMITMENTS (Details)
7. COMMITMENTS (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Commitments Tables | |
2,016 | $ 77 |
2,017 | 106 |
2,018 | 89 |
Total | $ 272 |