The accompanying notes are an integral part of the condensed consolidated financial statements.
The accompanying notes are an integral part of the condensed consolidated financial statements.
The accompanying notes are
an integral part of the condensed consolidated financial statements.
The accompanying notes are an integral part of the condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
1. Organization, Business Operations and Certain Recent Developments
Overview
American Virtual Cloud Technologies, Inc. (“AVCT,”
the “Company,” “we,” “us,” or “our”) was incorporated in Delaware on April 7, 2016.
On April 7, 2020 (the “Computex Closing Date”),
AVCT (formerly known as Pensare Acquisition Corp.) consummated a business combination transaction (the “Computex Business Combination”)
in which it acquired Stratos Management Systems, Inc. (“Computex”), an operating company that does business as Computex Technology
Solutions. In connection with the closing of the Computex Business Combination, the Company changed its name to American Virtual Cloud
Technologies, Inc.
On December 1, 2020 (the “Kandy
Closing Date”), the Company acquired the Kandy Communications business (hereafter referred to as “Kandy”) from Ribbon
Communications, Inc. and certain of its affiliates (“Ribbon”), by acquiring certain assets, assuming certain liabilities of
Kandy from Ribbon and acquiring all of the outstanding interests of Kandy Communications LLC.
For accounting purposes, both Computex
and Kandy were considered the acquirees, and the Company was considered the acquirer. The acquisitions were accounted for using the acquisition
method of accounting.
On September 16, 2021, the Company announced
that as a result of a decision by the Company’s Board of Directors to explore strategic alternatives previously announced on April
7, 2021, the Board had authorized the Company to focus its strategy on acquisitions and organic growth in its cloud technologies business
as well as to explore strategic opportunities for its IT solutions business, including the divestiture of Computex. The Company believed
that such changes would allow it to optimize resource allocation, focus on core competencies, and improve its ability to invest in areas
of maximal growth potential.
On January 27, 2022, the Company announced that it had executed a definitive
agreement to sell Computex, which would complete the Company’s transition to a pure-play cloud communications and collaboration
company, centered on its Kandy platform. On March 15, 2022, the sale of Computex was consummated. Net proceeds from the sale of Computex,
after payment of closing and certain other obligations were used for working capital and general business purposes.
Unless otherwise noted, the discussion
in these Notes to our condensed consolidated financial statements refers to our continuing operations. Refer to Note 5, Assets held
for sale and operations classified as discontinued operations, for additional information.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Nature of Continuing and Discontinued Operations
The Kandy cloud communications platform is a cloud-based,
real-time communications platform, offering proprietary unified communications as a service (“UCaaS”), communications platform
as a service (“CPaaS”), Microsoft Teams Direct Routing as a Service (“DRaaS”), and SIP Trunking as a Service capabilities.
Kandy is one of the largest pure-play providers of UCaaS, CPaaS and Direct Routing as a Service (DRaaS) for enterprise customers.
As a provider of cloud-based enterprise services, Kandy deploys a global
carrier grade cloud communications platform that supports the digital and cloud transformation of mid-market and enterprise customers
across virtually any device, on virtually any network, in virtually any location. The Kandy platform is based on a powerful, proprietary
multi-tenant, highly scalable, and secure cloud platform that includes pre-built customer engagement tools, based on web real-time communications
technology (“WebRTC technology”) that enables frictionless communications. Further, Kandy supports rapid service creation
and multiple go to market models including white labelling, multi-tier channel distribution, enterprise direct, and self-service via its
SaaS (software as a service) web portals.
Kandy’s cloud-based, real-time communications platform enables
service providers, enterprises, software vendors, systems integrators, partners and developers to enrich their applications and their
services with real-time contextual communications empowering the API (Application Programming Interface) economy. With Kandy’s platform,
companies of various sizes and types can quickly embed real-time communications capabilities into their existing applications and business
processes, providing a more engaging user experience.
While the cloud communications business is focused
on highly complex, medium and large enterprise deployments, the customer experience is augmented by our managed services capabilities.
In addition, our strategic partnerships with companies such as AT&T, IBM, and Etisalat give us access to a marquee customer base and
the ability to sell end to end solutions.
Computex, classified within discontinued operations,
is a leading multi-brand technology solutions provider to large global customers, providing a comprehensive and integrated set of technology
solutions, through its extensive hardware, software and value-added service offerings.
Recent Financing Transactions
On December 2, 2021, the Company entered into
the Credit Agreement with Monroe for a $27,000 Credit Facility (as such terms are defined in Note 7), part of which was used to pay off
amounts owing under a prior credit agreement which was assumed as part of the acquisition of Computex. The remainder of the proceeds from
the Credit Facility were scheduled to be used for working capital and general business purposes. However, on March 1, 2022, all amounts
owing under the Credit Agreement were repaid from the proceeds of a securities sale executed on March 1, 2022 and cash on hand.
Previously, proceeds from the sale of Computex
along with some of the cash on hand were initially scheduled to be used to pay off the amounts owing under the Credit Agreement. However,
since the Credit Agreement was repaid on March 1, 2022, which was prior to the sale of Computex, the net proceeds from the sale of Computex,
after payment of closing and certain other obligations were used for working capital and general business purposes.
In addition, as more fully discussed in Note
8, in November and December 2021, the Company completed the sale of certain securities, including
the sale of common stock, Series A Preferred Stock and certain warrants. The Company also completed certain share registrations. Certain
of the warrants were exercised soon after they were issued, thereby providing additional capital. During the six months ended
June 30, 2022, the Company sold additional securities for net cash proceeds of approximately $13,850, which, along with cash on hand,
were used to repay all amounts owing under the Credit Agreement. Also, the sale of additional securities to an affiliate of a buyer that
owns greater than 5% of the Company’s common stock, was executed on April 14, 2022, which provided additional proceeds of $9,950,
after deducting closing costs. See Note 8 for further discussion of such securities.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Nasdaq Notices
Our common stock and public warrants are currently
listed on the Nasdaq.
On May 20, 2022, we received a written notice
from the Nasdaq indicating that we were not in compliance with the Nasdaq Listing Rule which requires us to maintain a minimum bid price
of $1.00 per share and providing us with a period of 180 calendar days, or until November 16, 2022, to regain compliance by maintaining
a minimum bid price of $1.00 per share for at least ten consecutive business days.
We intend to continue to monitor the bid price
of our common stock. We have received approval from our stockholders to carry out a reverse stock split, if deemed appropriate by our
board of directors; however, a reverse stock split could have negative implications. Such a reverse stock split must be completed by September
30, 2022, or we would need to again seek stockholder approval.
In addition, on July 27, 2022, we received a written
notice from the Nasdaq notifying us that for the last 30 consecutive business days, the Company’s Minimum Value of Listed Securities
(“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant
to Nasdaq listing rule 5550(b)(2), and providing us with a period of 180 calendar days, or until January 23, 2023, to regain
compliance by having a closing MVLS of at least $35 million for at least ten consecutive business days (or such longer period of time
as the Nasdaq staff may require in some circumstances, but generally not more than 20 consecutive business days). We intend
to continue to monitor our MLVS. If our common stock does not trade at a level that is likely to regain compliance with the Nasdaq requirements,
our board of directors may consider other options that may be available to achieve compliance.
We cannot assure you that we will be able to demonstrate
compliance with both of the listing rules described above by the applicable deadlines, in which case our common stock may then be subject
to delisting.
Covid-19
The novel strain of coronavirus (“COVID-19”)
continues to significantly impact local, regional, and global economies, businesses, supply chains, production and sales across a range
of industries. The extent of its impact on our operational and financial performance is uncertain and difficult to predict and we remain
cautious about the global recovery.
To protect the health and safety of our employees,
our daily execution has evolved into a largely virtual model. However, we have found ways to continue to engage with and assist our customers
and partners as they work to navigate the current environment. We will continue to monitor the current environment and may take further
actions that may be required by federal, state or local authorities or that we determine to be in the interests of our employees, customers,
and partners.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
2. Liquidity
Historically, the Company’s primary sources
of liquidity have been cash and cash equivalents, cash flows from operations (when available) and cash flows from financing activities,
including funding under credit agreements and the sale of equity securities. As of June 30, 2022, the Company had an aggregate cash balance
of $13,106 in its operating bank accounts and net working capital of $3,889. As of August 12, 2022, aggregate cash in the Company’s
operating bank accounts was $4,092.
The Company currently projects that it will need additional capital
to fund its current operations including research & development and capital investment requirements until the Company scales to a
revenue level that permits cash self-sufficiency. As a result, the Company needs to raise additional capital or secure debt funding to
support on-going operations until such time. This projection is based on the Company’s current expectations regarding product sales
and service, cost structure, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from the
sale of equity and/or debt. Alternatively, or in addition, the Company may seek to sell additional assets or portions of its business.
Any of the foregoing may not be achievable on favorable terms, if at all, and may require the consent of current debt and/or equity holders
to the modification of existing agreements, which may or may not be granted. Additionally, any debt or equity transactions may cause significant
dilution to existing stockholders.
If the Company is unable to raise additional capital
moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be negatively impacted
and the Company may be forced to scale back operations or divest some or all of its products.
These factors raise substantial doubt about
the ability of the Company to continue as a going concern. Unless management is able to obtain additional financing, it is unlikely
that the Company will be able to meet its funding requirements during the next 12 months. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
3. Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited condensed consolidated
financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the
Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements
include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the financial position,
operating results and cash flows for the periods presented.
These condensed consolidated financial statements
should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed
with the SEC on April 15, 2022. The interim results for the period ended June 30, 2022 are not necessarily indicative of the results expected
for the year ending December 31, 2022 or any future interim periods.
The Company has reclassified certain prior period
amounts, including the results of discontinued operations and reportable segment information, to conform to the current period presentation.
Unless otherwise indicated, amounts provided in these Notes pertain to the Company’s continuing operations. See Note 5, Assets
held for sale and operations classified as discontinued, for additional information.
Principles of consolidation
The accompanying condensed consolidated
financial statements include the accounts of AVCT and its wholly owned subsidiaries. All intercompany balances and transactions have been
eliminated.
Use of estimates
The preparation of financial statements in conformity
with GAAP 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 sales (or revenues) and expenses
during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in
the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant
accounting estimates reflected in the Company’s condensed consolidated financial statements include, but are not limited to, revenue
recognition, allowance for doubtful accounts, accounting for warrants, recognition and measurement of income tax assets, valuation of
share-based compensation, discount related to the fair value of warrants, and the valuation of net assets acquired.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Significant accounting policies
The significant accounting policies used in preparing
these condensed consolidated financial statements were applied on a basis consistent with those reflected in our consolidated financial
statements that are included in the annual report on Form 10-K for the year ended December 31, 2021 that was filed with the SEC on April
15, 2022.
Series A, Series B, Series C, Series D and
Monroe Warrants as well as the February 2022 Warrants
As more fully discussed and defined in Note 8,
in November and December 2021, the Company issued certain Series A, Series B, Series C, Series D and Monroe Warrants in a series of transactions.
Also as discussed and defined in Note 8, during the first quarter of the current year, the Company issued the February 2022 Warrants.
Such warrants were determined to qualify for treatment under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).
Concentration of business and credit risk
Financial instruments, which potentially subject
the Company to concentrations of credit risk, consist primarily of cash and trade receivables. Cash held by the Company in financial institutions
regularly exceeds the federally insured limit of $250. At June 30, 2022, cash balances held with a financial institution exceeded the
federally insured limit. However, management does not believe this poses a significant credit risk. Concentration of business risks are
summarized in the following table:
| |
June 30, 2022 | |
December 31, 2021 |
| |
Number of customers or vendors | |
Aggregate total | | |
Number of customers or vendors | |
Aggregate total | |
Customers that individually accounted for 10% or more of trade accounts receivable | |
3 | |
$ | 6,386 | | |
3 | |
$ | 6,104 | |
Vendors that individually accounted for 10% or more of trade accounts payable | |
2 | |
$ | 2,753 | | |
2 | |
$ | 2,527 | |
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30, 2022 | | |
June 30, 2021 | | |
June 30, 2022 | | |
June 30, 2021 | |
| |
| | |
| | |
| | |
| |
Number of customers that individually accounted for 10% or more of sales from continuing operations | |
| 3 | | |
| 3 | | |
| 4 | | |
| 3 | |
Aggregate total sales of customers that individually accounted for 10% or more of sales from continuing operations | |
$ | 1,944 | | |
$ | 2,951 | | |
$ | 5,259 | | |
$ | 4,594 | |
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Trade receivables, net
Trade receivables on the accompanying condensed consolidated balance
sheets are net of allowances of $583 and $147, as of June 30, 2022 and December 31, 2021, respectively.
Fair value of financial instruments
Fair value is defined as the price that would
be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the
Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants
would use when pricing the asset or liability.
ASC Topic 820, Fair Value Measurements and
Disclosures provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest
level of input that is significant to the fair value measurement as follows:
|
● |
Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets. |
|
|
|
|
● |
Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
|
|
● |
Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. |
Assets measured at fair value on a non-recurring
basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering
event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying
value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3).
The carrying amounts of the Company’s financial
instruments, which include trade receivables, deposits, accounts payable and accrued expenses and debt at floating interest rates, approximate
their fair values, principally due to their short-term nature, maturities or nature of interest rates.
The fair values of warrant liabilities are reflected
on the condensed consolidated balance sheets as “Warrant Liabilities.” The fair values of derivative liabilities assessed
during the three months ended June 30, 2022 are reflected as derivative liabilities on the condensed consolidated balance sheet.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
The fair values of certain warrants issued in
2017 (the “2017 Private Placement Warrants”) were determined using the Black-Scholes model in which the following weighted
average assumptions were used for the valuations performed as of June 30, 2022:
| o | stock price volatility – 128% |
| o | exercise price – $11.50 |
| o | discount rate – 2.9439% |
| | |
| o | remaining useful life – 2.77 years |
For the valuation methodologies and significant
assumptions used in the valuations of other warrants and the derivative liabilities, see Note 8. The warrant liabilities and the derivative
liabilities are considered to be Level 2 valuations.
Change in Segment reporting
Effective January 1, 2021, the Company identified two operating
segments, Computex and Kandy, pursuant to ASC 280, Segment Reporting, consistent with the information that was presented to the
Chief Operating Decision Maker (“CODM”). With the sale of Computex during the first quarter of the current year, the Company
began operating as one reportable segment beginning in the second quarter of 2022.
Goodwill
Goodwill represents the excess of the purchase
price over the fair value of the net identifiable assets acquired in a business combination. Goodwill is reviewed for impairment at least
annually, in December, or more frequently if a triggering event occurs between impairment testing dates.
The Company’s impairment assessment begins
with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its
carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other
relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than
not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by reviewing
the fair value of the reporting unit versus its respective carrying value, including its goodwill. If it is determined that it is “not
likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required.
The selection and assessment of qualitative factors
used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant
judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Goodwill in the Kandy operating segment was recognized as a result
of the Kandy Business Combination in December 2020, at which time approximately $24,144 of goodwill was attributed to the Kandy reporting
unit. Subsequently, in the fourth quarter of 2021, as part of the Company’s annual impairment analysis, the Company recorded an
impairment charge of approximately $13,676 to Kandy’s goodwill.
During
the three months ended June 30, 2022, the Company concluded that a triggering event had occurred in the Company’s sole reporting
unit, comprised of Kandy, as a result of declining financial performance coupled with changes in market conditions. Therefore, the Company
conducted both qualitative and quantitative assessments and determined that it was appropriate to write off the entire remaining goodwill
of $10.5 million. Therefore, the Company recognized a non-cash impairment charge of $10,468 during the three and six months ended
June 30, 2022 and therefore goodwill activity was as follows:
Balance, January 1, 2022 | |
$ | 10,468 | |
Goodwill impairment | |
| (10,468 | ) |
Balance, June 30, 2022 | |
$ | - | |
The selection and assessment of qualitative factors
used to determine whether it is more likely than not that the fair value of a reporting unit exceeds the carrying value involves significant
judgment and estimates. Fair values may be determined using a combination of both income and market-based approaches.
Emerging growth company
The Company is an “emerging growth company,”
as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the
Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b) (1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies are required to comply with the new or revised financial accounting standards. Private companies are those companies
that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The JOBS Act provides that a company can elect to opt out
of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to
opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is
issued or revised, it adopts the new or revised standard at the time private companies adopt the new or revised standard, unless it chooses
to early-adopt the new or revised accounting standard. Therefore, the Company’s financial statements may not be comparable to certain
public companies.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
4. Recently Issued and Adopted Accounting Standards
Recently issued accounting standards
In February 2016, the FASB issued Accounting Standard
Update (“ASU”) No. 2016-02, Leases (ASC 842), as amended by multiple updates, hereafter ASC 842. ASC 842 requires lessees
to recognize, on the balance sheet, a lease liability and a lease asset for all leases, including operating leases with a lease term greater
than 12 months and requires lessors to classify leases as either sales-type, direct financing or operating. ASC 842 also expands the required
quantitative and qualitative disclosures surrounding leases. As long as the Company is an emerging growth company, the current effective
date of adoption is fiscal year 2023, which is the required date of adoption for private companies. Early adoption is permitted. While
the Company continues to assess the effects of adoption, it currently believes the most significant effects relate to the recognition,
on the consolidated balance sheet, of right-of-use assets and lease liabilities related to operating leases.
The Company does not believe other recently issued
but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance
sheets, statements of changes in equity, statements of operations and statements of cash flows.
Recently adopted accounting standards
Effective July 1, 2021, the Company adopted ASU
No. 2017-04, Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment, which simplifies the
subsequent measurement of goodwill by eliminating Step 2 of goodwill impairment tests. The adoption did not materially impact the Company’s
consolidated financial statements.
In May 2021, the FASB issued ASU No. 2021-04,
Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU
No. 2021-04”), which provides guidance for a modification or an exchange of a freestanding equity-classified written call option
that is not within the scope of another Topic. Under ASU 2021-04, an entity is required to treat a modification of the terms or conditions
or an exchange of a freestanding equity-classified written call option, that remains equity classified, as an exchange of the original
instrument for a new instrument. ASU 2021-04 also provides guidance on the measurement of the effect of a modification or exchange and
requires entities to recognize the effect of any such modification or exchange on the basis of the substance of the transaction.
Entities were required to apply the amendments
prospectively to modifications or exchanges that occur on or after the effective date. ASU No. 2021-04 was effective for the Company on
January 1, 2022. The adoption had no significant impact on the Company’s financial statements.
In December 2019, the FASB issued ASU No. 2019-12,
Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which simplifies the accounting for income taxes by
eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for
calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The
new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the
accounting for transactions that result in a step-up in the tax basis of goodwill. It clarifies that single-member limited liability companies
and similar disregarded entities that are not subject to income tax are not required to recognize an allocation of consolidated income
tax expense in their separate financial statements, but they could elect to do so.
ASU No. 2019-12 allows companies to treat tax
law changes as intraperiod items, rather than as discrete items within the interim period. The adoption of ASU No. 2019-12, which was
effective for the Company during the first quarter of the current year, had no significant impact on the Company’s financial statements.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
5. Assets held for sale and operations classified as discontinued
operations
On September 16, 2021, the Company issued a press
release announcing that as a result of a decision by the Company’s Board of Directors to explore strategic alternatives previously
announced on April 7, 2021, the Board had authorized the Company to focus its strategy on acquisitions and organic growth in its cloud
technologies business as well as to explore strategic opportunities for its IT solutions business, including the divestiture of Computex.
The Company believed that the change would allow the Company to optimize resource allocation, focus on core competencies, and improve
its ability to invest in areas of maximal growth potential.
On January 26, 2022, the Company entered into
an asset purchase agreement to sell substantially all of the assets of its Computex business. Net sale proceeds received for the sale
of substantially all of the assets and liabilities of Computex was $32,112.
At December 31, 2021, the assets and liabilities
of Computex were classified as held for sale, and the related revenues and expenses are classified as discontinued operations in the accompanying
condensed consolidated statements of operations. During 2021, in connection with the planned sale of Computex, the Company compared the
expected sales proceeds less costs to sell with the carrying value of the reporting unit and in connection therewith recorded a noncash
goodwill impairment charge of $32,100 during the year ended December 31, 2021. The sale of Computex was consummated on March 15, 2022.
Assets and liabilities classified as held for
sale at December 31, 2021 consisted of the following:
| |
December 31,
2021 | |
Current assets: | |
| |
Cash | |
$ | 4,136 | |
Prepaid expenses | |
| 937 | |
Trade receivables (net allowance of $146) | |
| 19,965 | |
Inventory | |
| 2,737 | |
Assets held for sale - current | |
| 27,775 | |
Noncurrent assets: | |
| | |
Property and equipment, net | |
| 4,489 | |
Goodwill | |
| 6,579 | |
Other intangible assets, net | |
| 20,105 | |
Other noncurrent assets | |
| 85 | |
Assets held for sale - noncurrent | |
| 31,258 | |
Total assets held for sale | |
$ | 59,033 | |
| |
| | |
Current liabilities: | |
| | |
Accounts payable and accrued expenses | |
$ | 26,023 | |
Deferred revenue | |
| 3,214 | |
Liabilities associated with assets held for sale - current | |
| 29,237 | |
Long-term liabilities | |
| | |
Other liabilities | |
| 102 | |
Liabilities associated with assets held for sale - noncurrent | |
| 102 | |
Total liabilities associated with assets held for sale | |
$ | 29,339 | |
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Revenues and expenses classified as discontinued
operations consist of the following:
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30,
2022 | | |
June 30,
2021 | | |
June 30,
2022 | | |
June 30,
2021 | |
Revenues: | |
| | |
| | |
| | |
| |
Hardware | |
$ | - | | |
$ | 12,309 | | |
$ | 10,948 | | |
$ | 26,219 | |
Third party software and maintenance | |
| - | | |
| 1,585 | | |
| 1,815 | | |
| 3,035 | |
Managed and professional services | |
| - | | |
| 8,321 | | |
| 7,214 | | |
| 16,447 | |
Other | |
| - | | |
| 392 | | |
| 165 | | |
| 560 | |
Total revenues | |
| - | | |
| 22,607 | | |
| 20,142 | | |
| 46,261 | |
Cost of revenue | |
| - | | |
| 15,499 | | |
| 14,176 | | |
| 32,608 | |
Gross profit | |
| - | | |
| 7,108 | | |
| 5,966 | | |
| 13,653 | |
| |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative | |
| - | | |
| 7,824 | | |
| 9,520 | | |
| 15,614 | |
Income (loss) from operations | |
| - | | |
| (716 | ) | |
| (3,554 | ) | |
| (1,961 | ) |
Other (expense) income | |
| | | |
| | | |
| | | |
| | |
Gain on sale of Computex | |
| - | | |
| - | | |
| 4,314 | | |
| - | |
Interest expense | |
| - | | |
| (316 | ) | |
| - | | |
| (518 | ) |
Other expense | |
| - | | |
| 15 | | |
| - | | |
| (155 | ) |
Total other (expenses) income | |
| - | | |
| (301 | ) | |
| 4,314 | | |
| (673 | ) |
Income (loss) from discontinued operations before income taxes | |
| - | | |
| (1,017 | ) | |
| 760 | | |
| (2,634 | ) |
Income tax provision on discontinued operations | |
| - | | |
| (17 | ) | |
| (12 | ) | |
| (19 | ) |
Net income (loss) from discontinued operations | |
$ | - | | |
$ | (1,034 | ) | |
$ | 748 | | |
$ | (2,653 | ) |
6. Accounts payable and accrued expenses
Accounts payable and accrued expenses were as follows as of June 30,
2022 and December 31, 2021:
| |
June 30,
2022 | | |
December 31,
2021 | |
Accounts payable | |
$ | 3,501 | | |
$ | 3,692 | |
Accrued compensation, benefits and related accruals | |
| 3,146 | | |
| 6,412 | |
Accrued professional fees | |
| 1,520 | | |
| 1,867 | |
Due to related parties | |
| 3,352 | | |
| 2,285 | |
Third party interest accrual | |
| - | | |
| 2,180 | |
Other | |
| 941 | | |
| 578 | |
| |
$ | 12,460 | | |
$ | 17,014 | |
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
7. Long-Term Debt
Credit Agreement
On December 2, 2021, the Company entered into
a $27,000 term loan facility (the “Credit Facility”) under a Credit Agreement (the “Credit Agreement”) with Monroe
Capital Management Advisors, LLC and certain affiliated entities (“Monroe”), proceeds of which were used, in part, to repay
amounts owing under a prior credit agreement, which the Company had assumed when it acquired Computex.
On March 1, 2022, all amounts owing under the Credit Agreement were
repaid in full, including related accrued interest and other charges.
The Credit Facility was scheduled to mature on
the earlier of (i) December 2, 2022 and (ii) the date on which the Computex Sale was consummated. As part of the Credit Agreement, the
Company was required to comply with certain sales milestone terms, conditions and timeframes in connection with the then-pending sale
of Computex. In connection with such sales milestone requirements, the Company paid amendment fees of $920 on January 18, 2022 as it was
apparent that certain of the milestone dates for the closing of the Computex sale were not going to be met.
Loans under the Credit Facility previously bore
interest at a rate equal to, at the Company’s option, either the Base Rate for the interest period in effect for such borrowing
plus 10.00% per annum, or the LIBOR Rate for the interest period in effect for such borrowing plus 11.00% per annum. Notwithstanding such
interest rates, Monroe was guaranteed a minimum return of $7,290, including a closing fee of $675 that was paid to the administrative
agent on the closing date. Additional fees would have been payable if the Credit Facility was not repaid in full by certain dates.
In connection with the closing of the Credit Facility and pursuant
to a Subscription Agreement (the “Subscription Agreement”), the Company issued, to certain funds affiliated with Monroe, warrants
to purchase, in the aggregate, up to initially 2,519,557 shares of the Company’s common stock at an exercise price of $0.0001 per
share (the “Monroe Warrants”). The number of shares of the Company’s common stock issuable upon exercise of the Monroe
Warrants is subject to, in addition to customary adjustments for stock dividends, stock splits, reclassifications and the like, adjustment
for certain issuances (or deemed issuances) of the Company’s common stock at a price per share below $1.564 while the Monroe Warrants
are outstanding, such that the Monroe Warrants will remain exercisable for, in the aggregate, approximately 2.5% of the total number of
shares of the Company’s common stock outstanding, calculated on a fully-diluted basis. The Monroe Warrants, which are further discussed
in Note 8, were exercisable starting on the date of issuance and will expire on January 31, 2029. The Monroe Warrants were exercisable
for an aggregate of 4,646,850 shares of common stock as of June 30, 2022.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Total long-term debt consisted of the following:
| |
June 30, 2022 | | |
December 31, 2021 | |
Term Note payable to Monroe; guaranteed interest of $7,290 | |
$ | - | | |
$ | 27,000 | |
Capital lease obligations | |
| 45 | | |
| 104 | |
Total long-term debt | |
| 45 | | |
| 27,104 | |
Less: unamortized debt issuance costs | |
$ | - | | |
| (700 | ) |
Total notes payable and line of credit, net of unamortized debt issuance costs | |
| 45 | | |
| 26,404 | |
Less: current maturities of notes payable and line of credit | |
| (45 | ) | |
| (26,393 | ) |
Long-term debt, net of current maturities and unamortized debt issuance costs | |
$ | - | | |
$ | 11 | |
Subordinated promissory note – related party
On September 16, 2021, the Company entered into
a promissory note in the principal amount of $5,000 (the “2021 Note”). The 2021 Note, which was secured by an affiliate of
a shareholder that owns more than five percent of the Company’s shares, was originally scheduled to mature on the earliest of (a)
September 16, 2022, (b) the Company’s consummation of a debt financing resulting in the receipt of gross proceeds of not less than
$20,000, (c) the Company’s consummation of primary sales of registered equity securities resulting in the receipt of gross proceeds
of not less than $20,000, (d) the Company’s consummation of the sale of Computex and (e) the date of any event of default. However,
in connection with the closing of the Credit Facility, the 2021 Note was amended to, among other things, revise the definition of the
maturity date so that the consummation of the Credit Agreement would not result in its maturity. In consideration of the amendment, the
Company paid the lender an amendment fee in the amount of $1,250.
The amended maturity date of the 2021 Note was
scheduled to be the earliest of (a) September 16, 2022, (b) the Company’s consummation of primary sales of registered equity securities
resulting in the receipt of gross proceeds of not less than $20,000 (c) the Maker’s consummation of the sale of its Computex business
unit and (d) the date of any event of default, subject to extension if the Credit Agreement was not paid off as of such date. The 2021
Note became due on March 1, 2022 due to the Company’s sale of registered and equity securities and the early pay off of the Credit
Agreement. However, for a waiver fee of $250, the lender extended the maturity date to May 1, 2022. On March 15, 2022, all amounts outstanding
under the 2021 Note were paid. The 2021 Note had a minimum required return of 25.00%.
Subordinated promissory note - other
On April 7, 2020, the Company issued a subordinated
promissory note of $500 (the “2020 Note”) in partial settlement of a deferred underwriting fee of $3,000. The remaining $2,500
was settled via the issuance of debentures. The 2020 Note, which previously bore interest at the rate of 12.00% per annum and had a maturity
date of September 30, 2021, was repaid on November 5, 2021 along with interest accrued as of that date.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
8. Stockholders’ (Deficit) Equity, Related Warrants, Securities,
Debentures and Guaranty
Preferred stock — During the first quarter of 2022, the Board of Directors created and
established a new series of preferred stock, designated as “Series B Convertible Preferred Stock” (the “Series B Preferred
Stock”). The authorized number of shares of the Series B Preferred Stock was established at 21,500 with a par value of $0.0001 per
share. The number of shares of Series B Preferred Stock issued during the six months ended June 30, 2022 was 16,125, of which 12,094 were
outstanding as of June 30, 2022. The Series B Preferred Stock that were issued during the six months ended June 30, 2022 are mandatorily
redeemable and are further discussed below.
Common stock — The Company
is authorized to issue 500,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common
stock are entitled to one vote for each share. As of June 30, 2022, a total of 98,348,351 shares of common stock were issued and outstanding.
Recent sales of securities
The November Purchase Agreement
On November 2, 2021, the Company entered into a securities purchase
agreement (the “November Purchase Agreement”) with a buyer for the purchase and sale of (i) a warrant to purchase up to 5,000,000
shares of the Company’s common stock, subject to increases as described below (the “Series A Warrants”), in a private
placement; and (ii) an aggregate of 2,500,000 shares of the Company’s common stock, and a warrant to purchase up to 2,500,000 shares
of the Company’s common stock (the “Series B Warrants” and, collectively with the Series A Warrants, the “A&B
Warrants,” in a registered direct offering. The aggregate purchase price for the shares and the A&B Warrants was $5,000.
At the date of issuance, the Series A Warrants had an exercise price
of $2.00 per share, were exercisable commencing on the date of issuance, and were scheduled to expire five years from the date of issuance.
The Series B Warrants had an exercise price of $2.00 per share, were also exercisable on the date of issuance and were scheduled to expire
two years from the date of issuance. The Company had the right to force the holders of the Series B Warrants to exercise such warrants
in the event that shares of the Company’s common stock traded at or above $2.40 per share for a period of five consecutive trading
days, subject to certain conditions, including equity conditions. Initially, the Series A Warrants were only exercisable for 2,500,000
shares of the Company’s common stock, but upon any exercise of the Series B Warrant, the number of shares issuable upon exercise
of the Series A Warrant increased by the number of shares of the Company’s common stock issued upon exercise of the Series B Warrant.
Northland Securities, Inc. (the “Placement Agent”) received fees of 7% of the aggregate gross proceeds.
As summarized in the table below, in connection
with the Company’s consummation of the Credit Agreement, the exercise price of the A&B Warrants were subsequently reduced to
$1.50 per share, the number of warrants were increased and the buyers received certain newly-issued warrants (the “Series C Warrants”).
As of the date of the modification, the Company recognized a change in fair value of the warrant liabilities equal to the excess of the
fair value of the modified instrument over the previous fair value. The fair value of the Series C Warrants as of the issuance date was
considered to be analogous to a financing charge and was included in interest expense.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
The December 2021 securities sale
On December 15, 2021, the Company consummated the sale of certain securities
pursuant to a securities purchase agreement, dated as of December 13, 2021 between the Company and an investor (the “Buyer”).
At the closing, the Company issued to the Buyer (i) a warrant (the “Series D Warrant”) to purchase up to 15,625,000 shares
of the Company’s common stock, in a private placement; and (ii) an aggregate of 7,840,000 shares of the Company’s common stock,
and 12,456 shares of Series A Preferred Stock (“Series A Preferred”) with a stated value of $1,000 per share, initially convertible
into 7,785,000 shares of the Company’s common stock at a conversion price of $1.60 per share, in a registered direct offering. The
aggregate purchase price paid at the closing for the common stock, the Series A Preferred and the Series D Warrants was $25,000.
The Series D Warrants had an initial exercise
price of $2.00 per share, subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject
to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of the Company’s common stock, or
securities convertible, exercisable or exchangeable for, common stock at a price below the then-applicable exercise price (subject to
certain exceptions). The Series D Warrants were exercisable starting on the issuance date and expire on December 15, 2026. The Company
has the right to force the buyer to exercise the Series D Warrant in the event the volume weighted average closing price of its common
stock is at or above $5.00 per share for a period of three consecutive trading days, subject to certain conditions, including equity conditions.
The Series A Preferred shares were convertible
into shares of the Company’s common stock at the election of the holders at any time at an initial conversion price of $1.60. The
conversion price was subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and were subject
to price-based adjustments, on a “full ratchet” basis, in the event of any issuances of the Company’s common stock,
or securities convertible, exercisable or exchangeable for such common stock at a price below the then-applicable conversion price (subject
to certain exceptions). No dividends were payable on the Series A Preferred, except that holders of the Series A Preferred shares would
have been entitled to receive any dividends paid on account of the Company’s common stock, on an as-converted basis. The holders
of the Series A Preferred had no voting rights on account of the Series A Preferred, other than with respect to certain matters affecting
the rights of the Series A Preferred.
In December 2021, the holders of the Series A
Preferred exercised their conversion rights and the Series A Preferred Shares were converted to 7,785,000 shares of the Company’s
common stock.
February 2022 Purchase Agreement
On February 28, 2022, the Company entered into
a securities purchase agreement (the “February 2022 Purchase Agreement”) with a buyer for the purchase and sale of (i) an
aggregate of up to 21,500 shares of Series B Preferred Stock with a stated value of $1,000 per share, initially convertible into up to
21,500,000 shares of the Company’s common stock at a conversion price of $1.00 per share, and (ii) warrants (the “February
2022 Warrants”) to purchase up to that number of shares of the Company’s common stock equal to the number of shares of the
Company’s common stock into which the shares of Series B Preferred Stock actually sold pursuant to the purchase agreement are initially
convertible, in a registered direct offering.
Pursuant to the February 2022 Purchase Agreement, an aggregate of 16,125
shares of Series B Preferred Stock, initially convertible into 16,125,000 shares of the Company’s common stock, together with the
February 2022 Warrants, initially exercisable for 16,125,000 shares of the Company’s common stock, were issued and sold at an initial
closing on March 1, 2022 (the “Initial Closing”), and the remaining 5,375 Preferred Shares may be issued and sold in one or
more subsequent closings (each, an “Additional Closing”), in each case subject to certain closing conditions. The aggregate
purchase price paid for such Series B Preferred Stock and the February 2022 Warrants at the Initial Closing was $15,000. The Company had
the right to require the buyer to purchase the remaining 5,375 Preferred Shares at an Additional Closing if the Company’s stockholders
approve the issuance of all securities issuable pursuant to the February 2022 Purchase Agreement in compliance with the rules and regulations
of the Nasdaq Capital Market within a specified period of time after the Initial Closing, subject to certain other closing conditions
(including certain equity conditions), and the buyer can require the Company to sell the remaining 5,375 Preferred Shares at one or more
Additional Closings, subject to certain conditions. The Company’s right to require the buyer to purchase additional Preferred Shares
has subsequently expired. The purchase price for any Preferred Shares sold at an Additional Closing would be approximately $930 per share.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
On March 1, 2022, the Company consummated the
Initial Closing in which the Company issued to the buyer (i) 16,125 Series B Preferred Stock with a stated value of $1,000 per share,
initially convertible into up to 16,125,000 shares of the Company’s common stock at a conversion price of $1.00 per share, and (ii)
the February 2022 Warrants that are initially exercisable for up to 16,125,000 shares of the Company’s common stock, in a registered
direct offering.
As a result of the issuance of the Series B Preferred
Stock and February 2022 Warrants, the exercise price of the Series A Warrants, the Series B Warrants and the Series D Warrants previously
issued by the Company to an affiliate of the buyer was automatically adjusted to $1.00 (with a proportional increase to the number of
shares of the Company’s common stock issuable upon exercise of such warrants). Pursuant to the February 2022 Purchase Agreement,
such affiliate of the buyer agreed to waive any further anti-dilution adjustment of such existing warrants below $1.00 as a result of
the transactions contemplated by the February 2022 Purchase Agreement.
The
Series B Preferred Stock is convertible into shares of the Company’s common stock at the election of the holder at any time at an
initial conversion price of $1.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock
dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis,
in the event of any issuances of the Company’s common stock, or securities convertible, exercisable or exchangeable for, the Company’s
common stock at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company is required to redeem
the Series B Preferred Stock in 12 equal monthly installments, commencing on April 1, 2022. Subject to certain conditions, including certain
equity conditions, the Company may redeem the applicable number of Series B Preferred Stock on each monthly redemption date either in
cash, shares of the Company’s common stock or a combination. The number of shares used to redeem any Series B Preferred Stock in
such event would be calculated as 88% of the lowest daily volume weighted average price of the Company’s common stock during the
eight trading days immediately prior to the payment date. No dividends will be payable on the Series B Preferred Stock, except that holders
of the Series B Preferred Stock would be entitled to receive any dividends paid on account of the Company’s common stock, on an
as-converted basis, and if a “Triggering Event” (as defined in the certificate of designation of the Series B Preferred Stock)
occurs and is continuing, dividends will accrue on each Series B Preferred Stock at a rate of 15% per annum. The holders of the Series
B Preferred Stock have no voting rights on account of the Series B Preferred Stock, other than with respect to certain matters affecting
the rights of the Series B Preferred Stock.
Based on an evaluation
of ASC 480, the Company has classified the Series B Preferred Stock as stock settled debt and therefore recorded the instrument as a liability
on the issuance date, as the instrument is mandatorily redeemable and thus (1) embodies an unconditional obligation (2) requires the Company
to settle the unconditional obligation in cash or by issuing a variable number of its common shares and (3) is based on a monetary amount
known at inception.
The February 2022 Warrants
have an exercise price of $1.00 per share, subject to customary adjustments for stock dividends, stock splits, reclassifications and the
like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of the Company’s
common stock, or securities convertible, exercisable or exchangeable for, the Company’s common stock at a price below the then-applicable
exercise price (subject to certain exceptions). If additional shares of Series B Preferred Stock are sold at one or more Additional Closings,
the February 2022 Warrants will automatically adjust such that they are exercisable for, in the aggregate, the total number of shares
of the Company’s common stock into which all shares of Series B Preferred Stock sold pursuant to the applicable agreement are convertible.
The February 2022 Warrants were exercisable on the issuance date and expire five years from the date of issuance.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Pursuant to the requirement
to redeem the Series B Preferred Stock in 12 equal instalments of $1,343,750, the Series B Preferred Stock have since been converted
as follows:
Conversion date | |
Stated value
converted | | |
Shares of
common
stock
issued | |
April 1, 2022 | |
$ | 1,343,750 | | |
| 1,625,439 | |
May 2, 2022 | |
| 1,343,750 | | |
| 2,557,576 | |
June 1, 2022 | |
| 1,343,750 | | |
| 4,187,442 | |
July 5, 2022 | |
| 1,343,750 | | |
| 6,039,326 | |
July 11, 2022 | |
| 1,343,750 | | |
| 6,039,326 | |
August 1, 2022 | |
| 1,343,750 | | |
| 6,815,808 | |
| |
$ | 8,062,500 | | |
| 27,264,917 | |
The issuance on July
11, 2022 was based on an exercise of buyer’s acceleration right with respect to an installment payment. Pursuant to the February
2022 Purchase Agreement, the Company subsequently received the approval of its stockholders for the issuance of all securities to be issued
pursuant to the February 2022 Purchase Agreement, in compliance with the rules of the Nasdaq Capital Market (the “Stockholder Approval”).
The Series B Preferred
Stock and February 2022 Warrants (and underlying shares of the Company’s common stock) were offered, and will be issued, pursuant
to a Prospectus Supplement, dated February 28, 2022, to the Prospectus included in the Company’s Registration Statement on Form
S-3 (Registration No. 333- 258136), originally filed with the SEC on July 23, 2021, as amended, which became effective on August 27, 2021.
April
2022 Purchase Agreement
On April 14, 2022, the Company entered into a
securities purchase agreement (the “April 2022 Purchase Agreement”) with a buyer affiliated with a greater than 5% stockholder
for the purchase and sale of a new series of senior secured convertible notes of the Company, in the aggregate original principal amount
of $12,000 (the “Convertible Notes”). The transaction was funded on April 19, 2022. The Convertible Notes are convertible
into shares of the Company’s common stock. The purchase price of the Convertible Notes was $10,000 and net proceeds received totaled
$9,950.
The Convertible Notes rank senior to all outstanding
and future indebtedness of the Company and are secured by a first priority perfected security interest in all of the existing and future
assets of the Company and its direct and indirect subsidiaries, including a pledge of all of the capital stock of certain subsidiaries.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
The maturity date of
the Convertible Notes is October 1, 2023, and no interest shall accrue on the Convertible Notes, unless an event of default (as defined
in the Convertible Notes) has occurred. From and after the occurrence and during the continuance of any such event of default, interest
shall accrue at the rate of 15.00% per annum. The Company will be required to redeem $800 of the outstanding amounts under the Convertible
Notes on a monthly basis, commencing on August 1, 2022, until the maturity date of October 1, 2023, on which date all amounts that remain
outstanding will be due and payable in full. Subject to certain conditions, including certain equity conditions, the Company may pay the
amount due on each monthly redemption date, and the final amount due at maturity, either in cash, shares of the Company’s common
stock or a combination. The number of shares used to pay any portion of the Convertible Notes in such event would be calculated as 88%
of the lowest daily volume weighted average price of the common stock during the eight trading days immediately prior to the payment date.
The Convertible Notes may not be prepaid by the Company, other than as specifically permitted by the Convertible Notes.
Based on ASC 815, Derivatives
and Hedging (“ASC 815”), the convertible feature of the Convertible Note was considered to be a derivative but was considered
to have met the scope exception in ASC 815 and therefore was not bifurcated from the host instrument. However, embedded derivatives were
assessed with respect to the probability of events of default and the probability of a change of control in relation to the Convertible
Note. Such derivatives were assessed at an aggregate estimated value of $721 as of the issuance date of the Convertible Note and were
recorded as derivative liabilities as of the issuance date with a corresponding discount reflected in the Convertible Note. The aggregate
fair value of the derivative liabilities, which are marked-to-market each reporting period, was $751 as of June 30, 2022 and is reflected
in derivative liabilities in the accompanying condensed consolidated balance sheet. The valuations were based on an assessment of the
probabilities of an event of default and a change of control. Other significant assumptions used in the valuation were as follows:
| |
As of issuance
date | | |
June 30,
2022 | |
Event of default interest rate | |
| 15 | % | |
| 15 | % |
Stock price | |
$ | 0.78 | | |
$ | 0.25 | |
Discount rate | |
| 25 | % | |
| 25 | % |
Maturity date | |
| 10/1/2023 | | |
| 10/1/2023 | |
Default redemption premium | |
| 130 | % | |
| 130 | % |
Change of control redemption premium | |
| 125 | % | |
| 125 | % |
The Convertible Note
consisted of the following as of June 30, 2022:
Principal | |
$ | 12,000 | |
Original issue discount, net of amortization | |
| (1,507 | ) |
Deferred financing fees, net of amortization | |
| (584 | ) |
Discount relative to fair value of derivative | |
| (544 | ) |
| |
| 9,365 | |
Less current portion | |
| (7,115 | ) |
| |
$ | 2,250 | |
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Warrant Summary
The following table summarizes certain required
and other disclosures and the status, as of June 30, 2022, of the warrants issued in November 2021, December 2021 and those issued during
the first two quarters of 2022.
| |
Series A
Warrants | |
Series B
Warrants | |
Series C
Warrants | |
Monroe
Warrants | |
Series D
Warrants | |
February
2022
Warrants | |
Date issued | |
11/5/2021 | |
11/5/2021 | |
12/2/2021 | |
12/2/2021 | |
12/15/2021 | |
3/1/2022 | |
Number of warrants issued at inception | |
Between 2,500,000 and 5,000,000 | |
2,500,000 | |
1,500,000 | |
2,519,557(3) | |
15,625,000 | |
16,125,000 | |
Issued in connection with | |
Sale of 2,500,000 shares of common stock | |
Sale of 2,500,000 shares of common stock | |
Modification of Series A Warrants and Series B Warrants | |
Monroe Credit Facility | |
Sale of 7,840,000 shares of common stock and 12,456 units of Series A Preferred Stock | |
Sale of 16,125 units of Series B Preferred Stock | |
Exercise price on issuance date | |
$2.00 | |
$2.00 | |
$0.0001 | |
$0.0001 | |
$2.00 | |
$1.00 | |
Exercise price modified after issue date? | |
Yes | |
Yes | |
No | |
No | |
Yes | |
No | |
Date of most recent modification, if modified | |
3/1/2022(5) | |
12/2/2021 | |
NA - not modified | |
NA - not modified | |
3/1/2022(5) | |
NA - not modified | |
Assuming no antidilution triggers occur, maximum number of warrants issuable as of the most recent modification date, if modified | |
10,000,000(4) | |
3,333,334 | |
NA - not modified | |
NA - not modified | |
31,250,000(4) | |
NA - not modified | |
Most recent modified exercise price, if modified | |
$1.00 | |
$1.50 | |
NA - not modified | |
NA - not modified | |
$1.00 | |
NA - not modified | |
Maturity date of warrant
| |
11/5/2026 | |
11/5/2023(1) | |
12/2/2026 | |
1/31/2029 | |
12/15/2026(2) | |
5/24/2027 | |
Underlying shares registered? | |
No, on the issuance date; Yes, as of 12/10/21 | |
Yes, beginning on the issuance date | |
Yes, beginning on the issuance date | |
No, on the issuance date; Yes, as of 2/9/22 | |
No, on the issuance date; Yes, as of 1/7/22 | |
Yes | |
Fair value per warrant as of issuance date
| |
$0.92 | |
$0.35 | |
$1.48 | |
$1.48 | |
$0.63 | |
$0.63 | |
Fair value per warrant as of most recent modification date, if modified | |
$0.61 | |
$0.45 | |
NA - not modified | |
NA - not modified | |
$0.59 | |
NA - not modified | |
Amounts and dates of warrants exercised as of 6/30/22 | |
NA | |
1,800,000 on 12/10/21 700,000 on 12/29/21 833,334 on 12/30/21 | |
1,500,000 on 12/8/21 | |
NA | |
NA | |
NA | |
Fair value per warrant on exercise date(s) | |
NA | |
$0.91 on 12/10/21 $1.00 on 12/29/21 $1.00 on 12/30/21 | |
$1.03 on 12/8/21 | |
NA | |
NA | |
NA | |
Warrants exercisable as of 6/30/22 | |
10,000,000 | |
- | |
- | |
4,646,850 | |
31,250,000 | |
16,125,000 | |
Valuation basis | |
Black-Scholes | |
Monte Carlo Simulation | |
Stock price | |
Stock price | |
Monte Carlo Simulation | |
Black-Scholes | |
Fair value per warrant as of 6/30/22, if outstanding | |
$0.124 | |
NA | |
NA | |
$0.25 | |
$0.123 | |
$0.136 | |
Assumptions used in estimating fair values as of 6/30/22: | |
| |
| |
| |
| |
| |
| |
◦ stock price volatility | |
100% | |
NA | |
NA | |
NA | |
100% | |
100% | |
◦ exercise price | |
$1.00 | |
NA | |
NA | |
NA | |
$1.00 | |
$1.00 | |
◦ discount rate | |
3.00% | |
NA | |
NA | |
NA | |
3.00% | |
3.01% | |
◦ remaining useful life (in years) | |
4.35 | |
NA | |
NA | |
NA | |
4.46 | |
4.90 | |
◦ stock price | |
$0.25 | |
NA | |
NA | |
$0.25 | |
$0.25 | |
$0.25 | |
| (1) | The Company has the right to force the Buyer to exercise the
Series B Warrant in the event shares of the Company’s common stock trade at or above $2.40 per share for a period of five consecutive
trading days, subject to certain conditions, including equity conditions. |
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
| (2) | The Company has the right to force the Buyer to exercise the
Series D Warrant in the event the volume weighted average closing price of the Company’s common stock is at or above $5.00 per share
for a period of three consecutive trading days, subject to certain conditions, including equity conditions. |
| (3) | The number of shares of the Company’s common stock issuable
upon exercise of the Monroe Warrants is subject to adjustment for certain issuances (or deemed issuances) of the Company’s common stock
at a price per share below $1.564 while the Monroe Warrants are outstanding, such that the Monroe Warrants will remain exercisable for,
in the aggregate, approximately 2.5% of the total number of shares of the Company’s common stock outstanding, calculated on a fully-diluted
basis. |
| (4) | For each exercise of the Series B Warrant, the Series A warrants
were increased. Accordingly, because 3,333,333 Series B warrants were exercised during 2021, the Series A Warrants increased from 3,333,333
Warrants to 6,666,666 Warrants in 2021. In connection with certain securities sold effective March 1, 2022, the Series A and Series D
Warrants increased by 3,333,333 and 15,625,000, respectively, effective March 1, 2022. |
| (5) | In connection with the February 2022 Purchase Agreement, which
was consummated on March 1, 2022 (and which includes the February 2022 Warrants), the holders of the Series A and Series D Warrants agreed
to waive any further anti-dilution adjustment of such warrants below $1.00 as a result of any actions taken under the February 2022 Purchase
Agreement. |
Registration rights agreements
In connection with the November and December sales
of securities and the Credit Agreement with Monroe, the Company entered into certain registration rights agreements with the investors
to register the common stock underlying the warrants by specified dates and to use reasonable best efforts to cause such registration
statements to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as soon as practicable,
thereafter, subject to certain fees if the shares were not registered by certain dates. As of February 9, 2022, all such shares were registered.
In connection with the April 2022 sale of Convertible Notes, the Company entered into a substantially similar registration rights agreement
with the purchaser of the Convertible Notes with respect to the registration for resale of the shares of common stock into which the Convertible
Notes are convertible. As of June 1, 2022, all such shares were registered.
On April 7, 2020, the Company, Pensare Sponsor
Group, LLC (the “Sponsor”) and certain other initial stockholders of the Company, as well as Stratos Management Systems Holdings,
LLC, (“Holdings”), and certain other Investors (as defined below), entered into a Registration Rights Agreement (the “2020
Registration Rights Agreement”). The 2020 Registration Rights Agreement amended, restated and replaced a previous registration rights
agreement entered into among AVCT, the Sponsor and certain other initial stockholders of AVCT on July 27, 2017. Pursuant to the terms
of the 2020 Registration Rights Agreement, the holders of certain of the Company’s securities, including holders of the Company’s
founders’ shares, shares of common stock underlying the Company’s private warrants, shares of common stock underlying the
securities issued in the 2020 Private Placement (as defined below) are entitled to certain registration rights under the Securities Act
and applicable state securities laws with respect to such shares of common stock, including up to eight demand registrations in the aggregate
and customary “piggy-back” registration rights.
Convertible Debentures, related warrants
and guaranty
On April 7, 2020, the Company consummated the
sale, in a private placement (the “2020 Private Placement”), of units of securities of the Company (“Units”) to
certain investors (each, an “Investor”), as contemplated by the terms of the previously disclosed Securities Purchase Agreement,
dated as of April 3, 2020 (the “Securities Purchase Agreement”). Each Unit consisted of (i) $1,000 in principal amount of
the Company’s Series A convertible debentures (the “Convertible Debentures” or “Debentures”) and (ii) a
warrant to purchase 100 shares of the Company’s common stock at an exercise price of $0.01 per whole share (the “Penny Warrants”).
The issuances of such securities were not registered under the Securities Act in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act.
In addition, in connection with the acquisition
of Kandy on December 1, 2020 and pursuant to the terms of the Kandy purchase agreement, the Company, in December 2020, issued 43,778 Units
to Ribbon as consideration for the Kandy purchase, sold 10,000 Units to SPAC Opportunity Partners, LLC, a significant shareholder of the
Company, and 1,000 Units to a director of the Company. Also, the Company sold 24,000 additional Units between January 1, 2021 and May
27, 2021, including 9,540 Units that were sold to related parties.
AMERICAN VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- CONTINUED
(In thousands, except share and per share data,
or as otherwise noted)
June 30, 2022
(Unaudited)
Debentures
The
Debentures issued on April 7, 2020 had an aggregate principal amount of approximately $43,169 (including $3,000 in aggregate principal
amount issued as part of Units sold to MasTec, Inc. (“Mastec”), then a greater than five percent stockholder of the Company,
and $20,000 in aggregate principal of which was part of Units issued to Holdings pursuant to the terms of the Computex Business Combination
agreement and approximately $8,566 in aggregate principal amount of which was issued to the Sponsor as part of Units issued in exchange
for the cancellation of indebtedness previously incurred by the Company to the Sponsor).
The
Debentures issued in connection with the acquisition of Kandy on December 1, 2020 and pursuant to the terms of the Kandy purchase agreement
consisted of aggregate principal amounts of $43,778 issued to Ribbon, $10,000 sold to SPAC Opportunity Partners, LLC, a significant shareholder
of the Company, and $1,000 sold to a director of the Company. In addition, between January 1, 2021 and May 27, 2021, $24,000 were sold
to various investors (including $9,540 sold to related parties). The Debentures sold in December 2020 and those sold between January
1, 2021 and May 27, 2021 were in the same form as those issued in connection with the acquisition of Kandy.
The
Debentures previously bore interest at a rate of 10.0% per annum, previously payable quarterly on the last day of each calendar quarter
in the form of additional Debentures. Until converted, the entire principal amount of each Debenture together with accrued and unpaid
interest thereon, was due and payable on the earlier of (i) such date, that was thirty months after the issuance date, as the holder
thereof, at its sole option, upon not less than 30 days’ prior written notice to the Company, demanded payment thereof and (ii)
the occurrence of a Change in Control (as defined in the Debentures).
Each
Debenture was convertible, in whole or in part, at any time at the option of the holder thereof into that number of shares of common
stock calculated by dividing the principal amount being converted, together with all accrued but unpaid interest thereon, by the applicable
conversion price, initially $3.45. The conversion price was subject to customary adjustments for stock dividends, stock splits, reclassifications
and the like, and was also subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of
common stock, or securities convertible, exercisable or exchangeable for, common stock at a price below the then-applicable conversion
price (subject to certain exceptions). The Debentures were subject to mandatory conversion if the closing price of the Company’s
common stock exceeded $6.00 for any 40 trading days within a consecutive 60 trading day-period, subject to the satisfaction of certain
other conditions.
Pursuant
to the terms of the Debentures, on September 8, 2021, the Debentures and related accrued interest were mandatorily converted to 38,811,223
shares of common stock.
Penny
Warrants
The
Penny Warrants issued on April 7, 2020 entitled the holders to purchase an aggregate of up to 4,316,936 shares of the Company’s
common stock (including warrants to purchase up to 2,000,000 shares, 856,600 shares, and 300,000 shares issued to Holdings, the Sponsor
and MasTec Inc., respectively, as part of the Units issued to them), at an exercise price of $0.01 per share.
The
Penny Warrants issued in December 2020, as part of the Units sold, entitled the holders to purchase an aggregate of up to 5,477,800 shares
of the Company’s common stock at an exercise price of $0.01 per share. Such warrants consisted of 4,377,800 warrants issued to
Ribbon, 1,000,000 warrants issued to SPAC Opportunity Partners, LLC and 100,000 warrants issued to a director of the Company.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
The
Penny Warrants issued between January 1, 2021 and May 27, 2021, as part of the Units sold during that period, entitled the holders to
purchase an aggregate of up to 2,400,000 warrants (including 954,000 warrants issued to related parties).
The
Penny Warrants are exercisable at any time through the fifth anniversary of the date of issuance. The number of shares issuable upon
exercise of each Penny Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like.
Starting
in 2021 and pursuant to the terms of the Penny Warrant agreements, holders of 6,684,061 Penny Warrants exercised their right to convert
such Penny Warrants to 6,668,308 shares of common stock. As of June 30, 2022, unexercised Penny Warrants totaled 5,510,675.
Derivative
consideration and other disclosures relating to the Debentures and Penny Warrants
Based
on ASC 815, the convertible feature of the Debentures issued on April 7, 2020 was not considered a derivative and therefore was not recorded
in liabilities, as part of the Debentures, and was not bifurcated. However, an embedded beneficial conversion feature was previously
assessed in relation to the Debentures issued in December 2020 and was previously recorded in equity at its intrinsic value with a corresponding
debt discount recorded to the Debentures at December 31, 2020. The beneficial conversion feature on such Debentures, which was evaluated
in accordance with ASC 470-20 “Debt with Conversion and Other Options” was determined to be $36,983 and arose as a
result of the conversion price of such Debentures being below the stock price on the issuance dates. Such debt discount, that was related
to the embedded beneficial conversion feature, was limited to the proceeds allocated to the Debentures, and, along with the relative
fair value of the Penny Warrants, was recognized as additional paid-in capital and reduced the carrying value of the Convertible Debentures.
However, as more fully discussed in Note 4, effective January 1, 2021, the Company early-adopted ASU 2020-06 and, accordingly, the discount
related to the beneficial conversion feature was reversed effective January 1, 2021.
Both
the Penny Warrants issued on April 7, 2020 as well as the Penny Warrants issued on and after the Kandy acquisition date had qualified
as derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract (the
Convertible Debentures) and recorded in equity at their relative fair values with a corresponding debt discount recorded to the Debentures.
Prior
to the conversion of the Debentures to common stock, the discount (consisting of the relative fair value of the warrants) was being expensed
as interest over the then term of the Debentures to increase the carrying value to face value. However, effective September 8, 2021,
the remaining unamortized discount was transferred to additional paid in capital in connection with the conversion of the Debentures
to shares of common stock. During the three and six months ended June 30, 2021, the Company recorded accretion of the discount of $3,507
and $6,461, respectively, and paid-in-kind interest of $3,082 and $5,739, respectively.
9. Related
Party Transactions
Services
provided by Navigation Capital Partners, Inc.
Effective
October 1, 2020, the Company and Navigation Capital Partners, Inc. (“Navigation”), an affiliate of a significant shareholder,
entered into an agreement whereby, Navigation provided capital markets advisory and business consulting services to the Company for a
fee of $50 per month.
In
addition, the Company’s then President, Kevin Keough, and Mr. Robert Willis, a Company director and Vice Chairman of Capital Markets,
provided such services to the Company via Navigation. Accordingly, Mr. Keough and Mr. Willis did not receive any direct compensation
from the Company between July 21, 2021 (the effective date of their appointment) and April 21, 2022. Instead, Mr. Keough and Mr. Willis
were compensated by Navigation. In consideration for such services provided by Navigation to the Company, Navigation was granted 300,000
restricted stock units (“RSUs”) that were scheduled to vest over four years, similar to time-based RSUs granted to directors
in lieu of director’s fees.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
On
April 21, 2022, the agreement with Navigation was terminated and therefore, the RSUs were forfeited prior to any being vested. At the
date of termination, the unpaid balance owing under the consulting agreement was $900, which is being paid at the rate of $100 per month.
Selling,
general and administrative expenses for the six months ended June 30, 2022 included $150 (none for the three months June 30, 2022) related
to such agreement. The amounts for the three and six months ended June 30, 2021, related to such agreement was $150 and $300, respectively.
Also accounts payable and accrued expenses as of June 30, 2022 and December 31, 2021 include $600 and $750, respectively, in connection
therewith.
With
respect to the RSU’s issued to Navigation, selling, general and administrative expenses include stock compensation expenses of
$180 during the six months ended June 30, 2022 (none for the three months ended June 30, 2022).
Services
provided by True North Advisory LLC
On
January 21, 2022, the Company entered into a Services Agreement (the “Services Agreement”) with True North Advisory LLC (“True
North”), a company affiliated with Michael Tessler, the Chairman of the Company’s board of directors.
Pursuant
to the Services Agreement, among other things, True North provides strategic advice with respect to the Company’s business as requested
by the Company from time to time, for a fee of $25 per month, plus reimbursement for out-of-pocket expenses. As a result, selling, general
and administrative expenses for the three and six months ended June 30, 2022 include $75 and $109, related to such agreement. The Services
Agreement has an initial term of three months, after which it will continue on a month-to-month basis until terminated by either party
on 30 days’ prior notice. The Services Agreement contains customary mutual provisions regarding confidentiality and ownership of
intellectual property.
Transactions
with Ribbon
Pursuant
to a transition services agreement entered into with Ribbon in connection with the acquisition of Kandy, Ribbon provides certain services
to the Company. In addition, the Company purchases certain software support from Ribbon. Accordingly, accounts payable and accrued expenses
include amounts due to Ribbon of $1,740 and $799 as of June 30, 2022 and December 31, 2021, respectively, in relation therewith. Also,
as of June 30, 2022, accounts payable and accrued expenses include $994 due to Ribbon for reimbursable expenses in excess of collections.
Prepaid expenses and other current assets as of December 31, 2021 include $190 due from Ribbon for collections in excess of reimbursable
expenses.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
Included
in the consolidated statement of operations are certain revenues for services provided to Ribbon, certain expenses for services provided
by Ribbon and certain expenses for rental of office space from Ribbon. The expenses for services provided by Ribbon relate primarily
to service fees for certain services provided as part of the transition services agreement and purchases of certain software support.
The following summarizes such revenue and expenses:
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30,
2022 | | |
June 30,
2021 | | |
June 30,
2022 | | |
June 30,
2021 | |
Revenue earned from Ribbon | |
$ | 38 | | |
$ | - | | |
$ | 100 | | |
$ | - | |
Service fees charged by Ribbon: | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
$ | - | | |
$ | 353 | | |
$ | - | | |
$ | 708 | |
Research and development | |
| - | | |
| 116 | | |
| - | | |
| 215 | |
Selling, general and administrative expenses | |
| 354 | | |
| 445 | | |
| 872 | | |
| 914 | |
| |
| 354 | | |
| 914 | | |
| 872 | | |
| 1,837 | |
Rent and software purchased from Ribbon: | |
| | | |
| | | |
| | | |
| | |
Cost of revenue | |
| 650 | | |
| - | | |
| 1,137 | | |
| 708 | |
Selling, general and administrative expenses | |
| 197 | | |
| 137 | | |
| 1,662 | | |
| 1,492 | |
| |
$ | 847 | | |
$ | 137 | | |
$ | 2,799 | | |
$ | 2,200 | |
Services
provided by Saw Holdings, LLC
Effective
April 1, 2022, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Saw Holdings, LLC (“Saw
Holdings”), a company affiliated with Robert Willis, a member of the Company’s board of directors.
Pursuant
to the Consulting Agreement, Saw Holdings was providing consulting and capital markets advisory services to the Company for a fee of
$25 per month, plus reimbursement for out-of-pocket expenses. The Consulting Agreement, which had an initial term of three months, was
terminated in July 2022.
Certain
Debentures
Certain
Debenture interest is separately identified as related party amounts on the condensed consolidated statements of operations. As indicated
in Note 8, the Debentures were converted to common stock on September 8, 2021. Accordingly, there were no Debentures outstanding as of
June 30, 2022.
The
2021 Note
The
2021 Note, which was secured by a related party, is discussed in Note 7 and is separately identified on the condensed consolidated balance
sheet at December 31, 2021. The related interest expense for the six months ended June 30, 2022 of $764 (none for the three months ended
June 30, 2022) is included in “Interest expense – related parties” in the consolidated statement of operations. As
of December 31, 2021, “Accounts payable and accrued expenses” includes related accrued interest of $736. In March 2022, all
amounts owing under the 2021 Note were repaid in connection with the sale of Computex.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
10. Revenue
Recognition
In
the following tables, revenue is disaggregated by geographies and by verticals (or sector).
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30,
2022 | | |
June 30,
2021 | | |
June 30,
2022 | | |
June 30,
2021 | |
Geography | |
| | |
| | |
| | |
| |
Domestic | |
$ | 2,614 | | |
$ | 3,916 | | |
$ | 5,372 | | |
$ | 6,529 | |
International | |
| 1,110 | | |
| 1,039 | | |
| 2,446 | | |
| 1,939 | |
Total revenues | |
$ | 3,724 | | |
$ | 4,955 | | |
$ | 7,818 | | |
$ | 8,468 | |
Revenues by Verticals (or Sector) | |
| | | |
| | | |
| | | |
| | |
Finance | |
$ | 2 | | |
$ | 1,190 | | |
$ | 18 | | |
$ | 1,409 | |
Manufacturing and logistics | |
| 7 | | |
| 7 | | |
| 15 | | |
| 17 | |
Public sector | |
| 314 | | |
| 337 | | |
| 641 | | |
| 675 | |
Technology service providers | |
| 3,365 | | |
| 3,416 | | |
| 7,077 | | |
| 6,327 | |
Other | |
| 36 | | |
| 5 | | |
| 67 | | |
| 40 | |
Total revenues | |
$ | 3,724 | | |
$ | 4,955 | | |
$ | 7,818 | | |
$ | 8,468 | |
Revenues
by geography, in the table above, is generally based on the “ship-to address,” with the exception of certain services that
may be performed at, or on behalf of, multiple locations, which are categorized based on the “bill-to address.”
Contract
liabilities and remaining performance obligations
The
Company’s contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.
At June 30, 2022 and December 31, 2021, the contract liability balance (deferred revenue) was $95 and $82, respectively. All of the performance
obligations related to such deferred revenue as of June 30, 2022 are expected to be performed within 12 months and consist of payments
received from customers, or such consideration that is contractually due, in advance of providing the product or performing the services.
11. Share-Based
Compensation
The
American Virtual Cloud Technologies, Inc. 2020 Equity Incentive Plan (the “Plan”) provides for the issuance of stock options,
stock appreciation rights, RSUs and other share-based awards. Stock options have a maximum term of ten years from the grant date.
As
of June 30, 2022, a total of 10,000,000 shares had been authorized for issuance under the Plan, of which 4,261,391 shares remained available
for issuance. The RSUs were issued to certain directors, employees and, in one case, a contractor, and can only be settled in shares.
RSUs awarded to directors are time-based. RSUs issued to non-directors are 50% time-based and 50% performance-based. Generally, the awards
vest over 3 or 4 years. The time-based awards vest on each grant date anniversary, while the performance-based awards vests on December
31st of each year, if the market condition (stock price target) is met. If the market condition attached to the performance-based
awards is not met in any year, the eligibility is delayed until the market condition is met, except that the market condition must be
met by the second anniversary of the first target date, in the case of awards that vest over 3 years, and by the third anniversary of
the first target date, for those awards that vest over 4 years.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
The
following summarizes RSU activity between January 1, 2022 and June 30, 2022:
| |
| | |
Weighted Average | |
| |
Number of
| | |
Grant Date | |
| |
RSUs | | |
Fair Value | |
Outstanding at January 1, 2022 | |
| 2,693,338 | | |
$ | 4.52 | |
Granted | |
| 2,925,213 | | |
$ | 1.23 | |
Vested and delivered | |
| (811,663 | ) | |
$ | 2.58 | |
Vested, not delivered | |
| (153,125 | ) | |
$ | 3.00 | |
Forfeited | |
| (555,000 | ) | |
$ | 4.36 | |
Cancelled | |
| (1,000,000 | ) | |
$ | 2.14 | |
Unvested RSUs at June 30, 2022 | |
| 3,098,763 | | |
$ | 2.26 | |
Awards
outstanding in the table above consist of 2,524,171 time-based awards and 574,953 performance-based awards and exclude 534,158 performance-based
RSUs that have been awarded but deemed not granted as the performance targets have not yet been determined. Share-based compensation
expenses recognized were as follows:
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30,
2022 | | |
June 30,
2021 | | |
June 30,
2022 | | |
June 30,
2021 | |
Cost of revenue | |
$ | 53 | | |
$ | 83 | | |
$ | 107 | | |
$ | 187 | |
Research and development | |
| 141 | | |
| 167 | | |
| 293 | | |
| 382 | |
Selling, general and administrative expenses | |
| (589 | ) | |
| 1,611 | | |
| 581 | | |
| 3,232 | |
| |
$ | (395 | ) | |
$ | 1,861 | | |
$ | 981 | | |
$ | 3,801 | |
Stock compensation expense for the three months
ended June 30, 2022 was negative due to the forfeiture of certain RSUs previously granted to a senior member of the management team that
departed the Company during the second quarter of 2022. Forfeited awards result in a full clawback of previously recognized stock compensation
expense. As indicated in Note 9, selling, general and administrative expenses for the six months ended June 30, 2022, in the table above,
include $180 (none for the three months ended June 30, 2022) of stock compensation expense for services rendered by a shareholder that
owns more than five percent of the Company’s shares.
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
12. Reconciliation
of Net Income (Loss) per Common Share
Basic and
diluted net income (loss) per common share was calculated as follows:
| |
Three Months Ended | | |
Six Months Ended | |
| |
June 30,
2022 | | |
June 30,
2021 | | |
June 30,
2022 | | |
June 30,
2021 | |
Income (loss) from continuing operations, net of tax - basic | |
$ | 8,349 | | |
$ | (14,872 | ) | |
$ | (6,277 | ) | |
$ | (35,880 | ) |
| |
| | | |
| | | |
| | | |
| | |
Adjustment to numerator for diluted income (loss) per share: | |
| | | |
| | | |
| | | |
| | |
Change in fair value of warrant liabilities | |
| (33,577 | ) | |
| | | |
| (40,488 | ) | |
| | |
Interest expense - Series B Preferred | |
| 210 | | |
| | | |
| 281 | | |
| | |
Interest expense - Convertible Note | |
| 863 | | |
| | | |
| 863 | | |
| | |
Loss from continuing operations, net of tax - diluted | |
$ | (24,155 | ) | |
$ | (14,872 | ) | |
$ | (45,621 | ) | |
$ | (35,880 | ) |
Income (loss) from discontinued operations, net of tax | |
| - | | |
| (1,034 | ) | |
| 748 | | |
| (2,653 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, basic | |
| 94,498,674 | | |
| 20,299,030 | | |
| 91,734,355 | | |
| 20,151,562 | |
Weighted average shares outstanding, diluted | |
| 321,670,215 | | |
| 20,299,030 | | |
| 318,905,896 | | |
| 20,151,562 | |
Net income (loss) per common share - basic | |
| | | |
| | | |
| | | |
| | |
Continuing operations | |
$ | 0.09 | | |
$ | (0.73 | ) | |
$ | (0.07 | ) | |
$ | (1.78 | ) |
Discontinued operations | |
| - | | |
| (0.05 | ) | |
| 0.01 | | |
| (0.13 | ) |
Net income (loss) per common share - basic | |
$ | 0.09 | | |
$ | (0.78 | ) | |
$ | (0.06 | ) | |
$ | (1.91 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share - diluted | |
| | | |
| | | |
| | | |
| | |
Continuing operations | |
$ | (0.08 | ) | |
$ | (0.73 | ) | |
$ | (0.14 | ) | |
$ | (1.78 | ) |
Discontinued operations | |
| - | | |
| (0.05 | ) | |
| 0.00 | | |
| (0.13 | ) |
Net loss per common share - diluted | |
$ | (0.08 | ) | |
$ | (0.78 | ) | |
$ | (0.14 | ) | |
$ | (1.91 | ) |
Included
in the diluted shares in the table above for the three and six months ended June 30, 2022 are the following, were they to be converted:
Series A Warrants | |
| 10,000,000 | |
Series D Warrants | |
| 31,250,000 | |
February 2022 Warrants | |
| 16,125,000 | |
Monroe Warrants | |
| 4,646,850 | |
Public Warrants | |
| 15,525,000 | |
2017 Private Placement and 2017 EBC Warrants | |
| 11,187,500 | |
Penny Warrants | |
| 5,510,675 | |
Shares underlying certain unit purchase options (issued in 2017) | |
| 1,485,000 | |
Unvested RSUs | |
| 3,632,921 | |
Vested, not delivered RSUs | |
| 153,125 | |
Shares underlying Series B Preferred Stock | |
| 59,789,308 | |
Shares underlying Convertible Note | |
| 67,866,162 | |
| |
| 227,171,541 | |
AMERICAN
VIRTUAL CLOUD TECHNOLOGIES, INC.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(In
thousands, except share and per share data, or as otherwise noted)
June
30, 2022
(Unaudited)
Since
their inclusion would have been antidilutive, excluded from the computation of diluted net loss per share for the three and six months
ended June 30, 2021 are the following, were they to be converted:
Public Warrants | |
| 15,525,000 | |
2017 Private Placement and 2017 EBC Warrants | |
| 11,187,500 | |
Penny Warrants | |
| 12,194,736 | |
Shares underlying certain unit purchase options (issued in 2017) | |
| 1,485,000 | |
Unvested RSUs | |
| 4,202,500 | |
Shares underlying Debentures | |
| 38,081,307 | |
| |
| 82,676,043 | |
13.
Income Taxes
The
Company’s effective tax rate for the three and six ended months ended June 30, 2022 was 0.05% and -0.16%, respectively. For the three
and six months ended June 30, 2021, the effective tax rate was -0.20% and -0.09%, respectively. The effective tax rate for such periods
differed from the federal statutory rate due to state taxes and the Company’s full valuation allowance.
14. Commitments
and Contingencies
Registration
Rights
See Note
8 for a discussion of certain registration rights.
Contingencies
The Company continues to explore strategic opportunities for its IT
solutions business, including the rationalization of resource allocation and core competencies, while seeking to focus on areas with growth
potential. As part of such strategy, the Company may terminate certain contracts that do not align with its strategic direction, or which
are deemed unprofitable. Termination of any such contracts could result in breakage costs, which would negatively impact the Company’s
results of operations, financial position and cash flows.
From
time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. As of June 30,
2022, and through the filing date of this report, the Company does not believe the resolution of any legal proceedings or claims of which
it is aware or any potential actions will have a material effect on its financial position, results of operations or cash flows.
15. Subsequent
Events
The
Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial
statements are issued.
On August 15, 2022, the Company and the holders of the Series A Warrants,
the Series D Warrant, the February 2022 Warrants, the Series B Preferred Stock and the Convertible Notes entered into a Waiver Agreement
(the “Waiver Agreement”). Pursuant to the Waiver Agreement, the parties thereto agreed that, among other things, (i) for a
period of 60 days following the date of the Waiver Agreement (the “Waiver Period”), up to $10 million of equity securities
(excluding an equity line of credit) sold by the Company shall be deemed to be “Excluded Securities” for all purposes under
the terms of the Series A Warrants, the Series D Warrant, the February 2022 Warrants, the Series B Preferred Stock, the Convertible Notes
and the securities purchase agreements pursuant to which such securities were sold; (ii) during the Waiver Period, the definition of the
term “Equity Conditions” in the certificate of designations of the Series B Preferred Stock (the “Series B Certificate”)
and in the Convertible Notes is waived in part, such that no “Price Failure” will be deemed to have occurred thereunder and
no “Volume Failure” will be deemed to have occurred thereunder if the Company satisfies the definition of Volume Failure with
the reference to “$1,000,000” therein replaced with “$250,000.” In addition, the Company agreed that it will,
pursuant to the terms of the Series B Certificate and the Convertible Notes, voluntarily reduce the Conversion Price of the Series B Preferred
and the Convertible Notes on each of the first and fifteenth days of each calendar month to a price equal to the greater of 88% of the
lowest volume weighted average price of the Company’s common stock on any of the eight trading days immediately prior to such date
and an “Alternate Installment Floor Price” of $0.0383, and the holders of the Series B Preferred Stock and the Convertible Notes
will be permitted to accelerate additional Installment Conversions at the applicable Conversion Price (effectively increasing the number
of monthly Installment Periods under each of the Series B Certificate and the Convertible Notes from one to two and doubling the maximum
amount of Series B Preferred Stock and Convertible Notes that can be converted during each Installment Period). Notwithstanding the foregoing,
the incremental number of shares of common stock that may be issued pursuant to the terms described in the immediately preceding sentence
at any Conversion Price below the applicable Floor Prices set forth in the Series B Certificate and the Convertible Notes shall in no
event exceed, in the aggregate, 20% of the number of outstanding shares of common stock as of August 15, 2022, without the approval of
the Company’s stockholders. The effectiveness of the operative provisions of the Waiver Agreement is subject to the Company’s
receipt of approval of the Waiver Agreement from the Nasdaq.
Other than as disclosed in this Note and as may be
disclosed elsewhere in the Notes to the financial statements, there have been no subsequent events that require adjustment or disclosure
in the condensed consolidated financial statements.