Notes to Consolidated Financial Statements
NOTE 1—ORGANIZATION AND DESCRIPTION OF BUSINESS
Overview
Resonant Inc. is a late-stage development company located in Goleta, California. We were incorporated in Delaware in January 2012 as a wholly owned subsidiary of Superconductor Technologies Inc., or STI. Resonant LLC, a limited liability company, was formed in California in May 2012. We changed our form of ownership from a limited liability company to a corporation in an exchange transaction in June 2013, when we commenced business. We are the successor of Resonant LLC. We completed our initial public offering, or IPO, on May 29, 2014. On July 6, 2016 we acquired all of the issued and outstanding capital stock of GVR Trade S.A, or GVR. GVR is a wholly owned subsidiary of Resonant Inc.
Using our innovative software platform we have developed an IP portfolio of more than 200 patents filed or issued, with more than 40 filed or issued targeting XBAR technology, including application to 5G. In addition, with continued requirements for increasing numbers of filter designs our innovative software platform addresses the need for increased designer efficiency, reduced time to market and lower unit costs in the designs of filters for radio frequency, or RF, front-ends for the mobile device industry. The RF front-end, or RFFE, is the circuitry in a mobile device responsible for analog signal processing and is located between the device’s antenna and its digital circuitry. The software platform we continue to develop is based on fundamentally new technology that we call Infinite Synthesized Networks®, or ISN®, to configure and connect resonators, the building blocks of RF filters. Filters are a critical component of the RF front-end used to select desired radio frequency signals and reject unwanted signals.
We believe licensing our designs is the most direct and effective means of validating our ISN® platform and related IP libraries. Our target customers make part or all of the RFFE. We intend to retain ownership of our designs, and we expect to be compensated through license fees and royalties based on sales of RFFE filters that incorporate our designs.
Capital Resources and Liquidity
As of December 31, 2019, our accumulated deficit totaled $122.5 million. During 2019 our net loss totaled $29.9 million and we used $21.9 million of cash and investments for operating activities, the purchase of property and equipment and expenditures for patents. To date we have not generated significant revenues to enable profitability. We expect to continue to incur significant losses. These factors raise substantial doubt regarding our ability to continue as a going concern. At December 31, 2019 we had cash and cash equivalents of $10.7 million. In February 2020 we completed a common stock equity offering that netted $26.3 million. In the absence of a significant revenue increase these cash resources will provide sufficient funding into early 2021. We are subject to the risks and uncertainties associated with a new business. Our continuance as a going concern is dependent on future profitability. We are actively pursuing expanding our technology portfolio, increasing our revenue opportunities by completing deliverables under current contracts and entering into new prepaid and paid up royalty arrangements, and efficiently managing operations and exploring cost saving opportunities. We may not be successful in these efforts. We may need to seek to raise additional capital from the sale of equity securities or incurrence of indebtedness. There can be no assurance that additional financing will be available to us on acceptable terms, or at all in which case we might be forced to make substantial reductions in our operating expenses which could adversely affect our ability to implement our business plan and ultimately our viability as a company. The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates—The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Significant estimates made in preparing these financial statements include (a) assumptions to calculate the fair values of financial instruments, warrants and equity instruments and other liabilities and the deferred tax asset valuation allowance and (b) the useful lives for depreciable and amortizable assets. Actual results could differ from those estimates. In the opinion of management, all adjustments, including normal recurring accruals considered necessary for a fair presentation, have been included.
Consolidation - The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiary, GVR. All significant intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents—We consider all liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Concentration of Credit Risk—We maintain bank accounts at one U.S. financial institution. The U.S. bank accounts are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $250,000 per account owner. GVR, our wholly owned Swiss-based subsidiary maintains checking accounts at one major national financial institution. Additionally, we maintain a checking account with a very minimal balance at one bank in South Korea, which is used to fund payroll and rent in South Korea. Management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which our deposits are held.
Restricted Cash—Restricted cash at December 31, 2018 and 2019 consists of a pledged mutual fund account which is held as collateral against a letter of credit issued in May 2018 in connection with the lease of our corporate headquarters. The terms of the letter of credit allow for a step-down of $50,000 annually upon performance of certain events, primarily no late or defaulted payments. See also Note 12- Commitments and Contingencies, for further details.
Investments—Securities held-to-maturity: Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Investment/debt securities are classified as held-to-maturity when we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization is included in investment income. Interest on securities classified as held-to-maturity is included in interest and investment income.
When the fair value of an investment instrument classified as held-to-maturity is less than its amortized cost, management assesses whether or not: (i) we have the intent to sell the instrument or (ii) it is more likely than not that we will be required to sell the instrument before its anticipated recovery. If either of these conditions is met, we must recognize an other-than-temporary impairment for the difference between the instrument’s amortized cost basis and its fair value, and include such amounts in other income (expense).
For investment instruments that do not meet the above criteria and are not expected to be recovered at the amortized cost basis, the instrument is considered other-than-temporarily impaired. For these instruments, we separate the total impairment into the credit loss component and the amount of the loss related to other factors. In order to determine the amount of the credit loss, we calculate the recovery value by performing a discounted cash flow analysis based on the current cash flows and future cash flows management expects to recover. The discount rate is the effective interest rate implicit in the underlying instrument. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings and is included in other income (expense). The amount of the total other-than-temporary impairment related to other factors is recognized in other comprehensive income. For investment instruments that have other-than-temporary impairment recognized through earnings, if through subsequent evaluation there is a significant increase in the cash flow expected, the difference between the amortized cost basis and the cash flows expected to be collected is accreted as interest income.
Fair Value of Financial Instruments—We measure certain financial assets and liabilities at fair value based on the exit price notion, or price that would be received for an asset or paid to transfer a liability, in an orderly transaction between the market participants at the measurement date. The carrying amounts of our financial instruments, including cash equivalents, restricted cash, accounts receivable, investments held-to-maturity, accounts payable, and accrued liabilities, approximate fair value due to their short maturities.
Accounts Receivable—Trade accounts receivable are stated net of allowances for doubtful accounts. Management estimates the allowance for doubtful accounts based on review and analysis of specific customer balances that may not be collectible, customer payment history and any other customer-specific information that may impact collectability of the receivable. Accounts are considered for write-off when they become past due and when it is determined that the probability of collection is remote. The was no allowance for doubtful accounts at December 31, 2018 and December 31, 2019.
Property and Equipment—Property and equipment consists of leasehold improvements associated with our corporate offices, software purchased during the normal course of business, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization is recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Leasehold improvements are amortized over the shorter of lease term or useful life. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.
Intangible Assets, net—Intangible assets are recorded at cost and amortized over the useful life. In the case of business combinations, intangible assets are recorded at fair value. At December 31, 2018 and December 31, 2019, intangible assets, net, includes patents and a domain name and other intangible assets purchased as part of our acquisition of GVR, including customer relationships, technology and a trademark. Intangible assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. In certain cases, patents may expire or be abandoned as we no longer plan to pursue them. In such cases we write off the capitalized patent costs as patent abandonment costs which are included in research and development expenses.
Goodwill—Goodwill represents the difference between the price paid to acquire GVR and the fair value of the assets acquired, net of assumed liabilities. We review goodwill for impairment annually and whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. As of January 1, 2019, we have adopted ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill impairment test.
Revenue Recognition—Revenue is recognized upon the transfer of control of promised goods or services to the customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue consists primarily of upfront non-refundable fees received in connection with filter design projects with customers and royalties. Our performance obligation is to design a licensable filter in accordance with customer specifications. The license of the completed design is considered part of this performance obligation as the design and licensing of the filter are highly interdependent. We recognize revenue over the course of the design development phase as our customers are able to benefit from our design services as they are provided, primarily by marketing the in-process design to their customers. We recognize revenue from our design services based on efforts expended to date. At the end of each reporting period, we reassess our measure of progress and adjust revenue when appropriate. We record the expenses related to these projects in the periods incurred and they are generally included in research and development expense.
In most cases, upfront non-refundable payments related to design development are recognized over a period of 12 months to 18 months. Contracts generally include upfront non-refundable fees, intended to support our initial engineering product development efforts, and may include milestone payments based upon the successful completion of certain deliverables. Milestone payments represent variable consideration, and we use the "most likely amount" approach to determine the amount we ultimately expect to receive. At contract inception, we assess the likelihood of achieving milestones to estimate the total consideration we believe we will receive for our services.
Upon completion of design services, our customers retain a license over the completed design. The license will typically last for a minimum of two years, and in many cases for the life of the design. Royalties are sales-based, and we recognize royalty revenue upon shipment, by our customer, of products that include our licensed design. Payment is generally due within 30 days.
We apply the practical expedients available in ASC 606 to not disclose information about 1) remaining performance obligations that have original expected durations of one year or less and 2) variable consideration that is a sales-based or usage-based royalty.
Research and Development—Costs and expenses that can be clearly identified as research and development are charged to expense as incurred in accordance with ASC Topic 730-10, Research and Development.
Operating Leases—We lease office space and research facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. As of January 1, 2019, we have adopted ASU No. 2016-02, Leases (Topic 842) as well as other clarifying and practical updates issued under Leases (Topic 842) applicable to us.
We determine if an arrangement is a lease at lease inception. Operating leases are included in right-of-use (“ROU”) lease assets, other current liabilities (current portion of lease obligations), and long term lease obligations on our balance sheets. ROU lease assets represent our right to use an underlying asset for the lease term and lease obligations represent our obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The ROU lease asset also includes any lease payments made and excludes lease incentives. We evaluate renewal options at lease inception and on an ongoing basis, and include renewal options which we are reasonably certain to exercise in our expected lease term when classifying leases and measuring lease liabilities. We allocate the consideration between lease and nonlease components and exclude nonlease components from our recognized lease assets and liabilities. See also Recent Accounting Pronouncements and Note 10 - Leases.
Minimum lease payments, including scheduled rent increases, are recognized as lease expenses on a straight-line basis over the applicable lease term. We recognize lease expenses within research and development and sales, marketing and administration expenses on a straight-line basis over the lease term.
We are not party to any leases for which we are the lessor.
Stock-Based Compensation—We account for employee stock options in accordance with ASC Topic 718, Compensation-Stock Compensation. We use the Black-Scholes option valuation model for estimating fair value at the date of grant.
We account for restricted stock units issued at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. Compensation expense is recognized for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to the Company generally using the straight-line single option method.
In the case of award modifications, we account for the modification in accordance with ASU No.2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, whereby we recognize the effect of the modification in the period the award is modified.
As of January 1, 2019, we adopted ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which aligns the accounting of share-based payment awards issued to employees and non-employees. The adoption did not materially impact our condensed consolidated financial statements.
Stock-based compensation expense is included in research and development expenses and general and administrative expenses.
Earnings Per Share, or EPS—EPS is computed in accordance with ASC Topic 260, Earnings per Share, and is calculated using the weighted average number of common shares outstanding during each period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents unless the effect is to reduce a loss or increase the income per share. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method), the exercise of warrants (using the if-converted method) and the vesting of restricted stock unit awards.
Income Taxes—We account for income taxes in accordance with ASC Topic 740, Income Taxes, or ASC 740, which requires the recognition of deferred tax assets and liabilities for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. The measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and the tax bases of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or the entire deferred tax asset will not be realized. As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax expense in each of the jurisdictions in which we operate. We also assess temporary differences resulting from differing treatment of items for tax and accounting differences. We record a valuation allowance to reduce the deferred tax assets to the amount of future tax benefit that is more likely than not to be realized. For the period when we were organized as a limited liability company, we were treated as a partnership for federal and state income tax purposes under the entity classification domestic default rules. As of December 31, 2019 and December 31, 2018, no liability for unrecognized tax benefits was required to be reported. We recognize interest and penalties related to income tax matters in income taxes, and there were none for the years ended December 31, 2019 and December 31, 2018, respectively.
We have filed, or are in the process of filing, tax returns that are subject to audit by the respective tax authorities. Although the ultimate outcome is unknown, we believe that any adjustments that may result from tax return audits are not likely to have a material, adverse effect on our consolidated results of operations, financial position or cash flows.
Reclassifications—Certain amounts in the consolidated balance sheet for the year ended December 31, 2018 have been reclassified to conform to the current year presentation.
Foreign Currency Translation—The Swiss Franc has been determined to be the functional currency for the net assets of our Swiss-based subsidiary. We translate the assets and liabilities to U.S. dollars at each reporting period using exchange rates in effect at the balance sheet date and record the effects of the foreign currency translation in accumulated other comprehensive loss in shareholders' equity. We translate the income and expenses to U.S. dollars at each reporting period using the average exchange rate in effect for the period and record the effects of the foreign currency translation as other
comprehensive income (loss) in the condensed consolidated statements of comprehensive loss. Gains and losses resulting from foreign currency transactions are included in net loss in the condensed consolidated statements of comprehensive loss.
Recent Accounting Pronouncements
Leases—In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which, among other things required the recognition of lease assets and lease liabilities on the balance sheet for substantially all leases, including operating leases. Expanded disclosures with additional qualitative and quantitative information are also required. ASU 2016-02 and its amendments are effective for interim and annual reporting periods beginning after December 15, 2018 and early adoption was permitted. The standard allows for two methods of transition, one of which allows for the guidance to be applied to all leases existing at the adoption date with a cumulative effect adjustment to the opening balance sheet of retained earnings. Under this transition approach, comparative periods presented in the financial statements remain under legacy lease guidance.
We adopted the standard, as well as certain practical expedients included therein, utilizing the optional transition method as of January 1, 2019. Therefore, we have not restated comparative periods in our 2019 financial statements and prior periods are not included in our leased properties footnote. The adoption did not have any cumulative adjustment impact on retained earnings. We elected the package of practical expedients permitted under the transition guidance, which allowed us to carry forward our historical assessments of: (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. In addition, we did not elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. We also elected a policy of not recording leases on our condensed consolidated balance sheets when the leases have a term of 12 months or less and we are not reasonably certain to elect an option to purchase the leased asset.
The adoption of the standard on January 1, 2019 caused us to recognize approximately $3.0 million in each, right-of-use assets and lease liabilities, in our condensed consolidated financial statements. The right-of-use asset balance reflects the impact of other liability amounts, specifically deferred rent, that has been effectively reclassified. The standard did not materially impact consolidated net income or liquidity.
NOTE 3—REVENUE RECOGNITION
We record contract assets and contract liabilities in connection with revenue recognized for filter design projects.
Contract Assets - Contract assets, other than accounts receivable, consist of unbilled revenue and generally arise when revenue is recognized on a contract whose transaction price includes an estimate of variable consideration from milestone payments. We do not have material amounts of contract assets as we have relatively few contracts, only modest design service fees and a small number of contracts containing milestone payments. Contract asset balances are included in prepaid expenses and other current assets in our condensed consolidated balance sheets.
Contract Liabilities - Our contract liabilities consist of customer deposits and deferred revenue. We classify contract liabilities as current or noncurrent based on the timing of when we expect to recognize revenue. Generally, our contract liabilities are expected to be recognized in one year or less. Customer deposits and deferred revenue are separately stated in our condensed consolidated balance sheets.
Summary of changes in contract assets and liabilities for the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Contract assets
|
|
|
|
|
Contract assets, beginning
|
$
|
36,000
|
|
|
$
|
67,000
|
|
|
Contract assets at beginning of year transferred to accounts receivable
|
(36,000
|
)
|
|
(43,000
|
)
|
|
Reversal of contract assets due to changes in transaction price
|
(8,000
|
)
|
|
(24,000
|
)
|
|
Contract assets recorded on contracts during the period
|
8,000
|
|
|
36,000
|
|
|
Contract assets, ending
|
$
|
—
|
|
|
$
|
36,000
|
|
|
|
|
|
|
|
Contract liabilities
|
|
|
|
|
Contract liabilities, beginning
|
$
|
271,000
|
|
|
$
|
146,000
|
|
|
Recognition of revenue included in beginning of year contract liabilities
|
(209,000
|
)
|
|
(138,000
|
)
|
|
Contract liabilities, net of revenue recognized on contracts during the period
|
1,669,000
|
|
|
263,000
|
|
|
Contract liabilities, ending
|
$
|
1,731,000
|
|
|
$
|
271,000
|
|
The following table presents our disaggregated revenue by geographic region:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Revenue by geographic region:
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|
|
|
|
|
United States
|
|
$
|
735,000
|
|
|
$
|
447,000
|
|
|
Switzerland
|
|
—
|
|
|
77,000
|
|
|
Total revenue
|
|
$
|
735,000
|
|
|
$
|
524,000
|
|
Effective September 30, 2019 we entered into a collaboration and license agreement with Murata Manufacturing Co., Ltd. Pursuant to the collaboration agreement, we have agreed with Murata to collaborate on the development of proprietary circuit designs using our XBAR® technology, and we licensed to Murata rights for products in four specific radio frequencies, or bands. Murata has agreed to pay us up to an aggregate of $9.0 million as pre-paid royalties and other fees for the licensed designs and certain other intellectual property developed in the collaboration, payable in installments over a multi-year development period, with each installment conditional upon our achievement of certain milestones and deliverables acceptable to Murata in its discretion. Murata may terminate the collaboration agreement at any time upon thirty (30) days prior written notice to us.
Murata’s rights to our XBAR® technology are exclusive for a period of 30 months, through March 2022, during which period we may not grant to any third party the right to develop, make, have made, use, sell, offer for sale or import any filter or resonator produced through the use of the XBAR® technology for use in mobile communication devices.
Under the collaboration agreement, the first of payment of $2.0 million was due to us, and was recorded initially in accounts receivable with the offset to deferred revenue. Payment was received on October 11, 2019.
In accordance with the guidance of ASC 606, we are required to evaluate the variable consideration within the contract, primarily the milestone payments, and assess the likelihood of achievement in determining our transaction price. Additionally, we must assess whether the variable consideration is constrained and whether recording such variable revenue may result in a significant reversal of revenue due to uncertainties. We continue to evaluate variable consideration for inclusion in the transaction price, and ultimately the revenue recognized, at each reporting period. We recognize revenue for the Murata contract over the estimated design development period, based on the level of effort expended over total expected costs, as the services are performed. For the period ended December 31, 2019, we have determined that the milestone payments due upon achievement of certain performance criteria are constrained and are thus not included in the transaction price. Therefore, revenue related to those milestone payments has not been recognized. Revenue recognition related to each milestone payment will commence once the constraint is lifted.
NOTE 4—INVESTMENTS HELD-TO-MATURITY
We classify investments as held-to-maturity when we have the positive intent and ability to hold the securities to maturity.
During 2018, we invested in U.S. Treasury bills, commercial papers and a certificate of deposit that were classified as investments held-to-maturity. As of December 31, 2018, both amortized cost value and fair value were $16.9 million with zero unrealized gain or loss. During 2018, U.S. Treasury bills totaling $25.0 million matured in April 2018 and certain commercial papers totaling $14.6 million also matured during the year. All investments as of December 31, 2018 matured in January 2019.
During 2019, we invested in commercial papers and certificates of deposit that were classified as investments held-to-maturity. As of December 31, 2019, all of our investments held-to-maturity had matured and we had no investments classified as held-to-maturity.
We recorded interest and investment income of $253,000 and $481,000 for the years ended December 31, 2019 and 2018, respectively, associated with our cash and investment accounts. We did not recognize an other-than-temporary impairment or a comprehensive gain or loss for the years ended December 31, 2019 and 2018.
NOTE 5—PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consists of the following as of December 31, 2019 and 2018:
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|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Cost:
|
|
|
|
|
|
Computers, peripheral and scientific equipment
|
$
|
1,654,000
|
|
|
$
|
1,350,000
|
|
|
Software
|
2,131,000
|
|
|
1,749,000
|
|
|
Leasehold improvements
|
310,000
|
|
|
294,000
|
|
|
Office furniture and equipment
|
424,000
|
|
|
391,000
|
|
|
|
4,519,000
|
|
|
3,784,000
|
|
|
Less: Accumulated depreciation and amortization
|
(2,634,000
|
)
|
|
(1,797,000
|
)
|
|
Property and equipment, net
|
$
|
1,885,000
|
|
|
$
|
1,987,000
|
|
Depreciation for the years ended December 31, 2019 and December 31, 2018 was $870,000 and $704,000, respectively. Cost basis of assets disposed for the years ended December 31, 2019 and December 31, 2018 was $31,000 and $773,000, respectively. The disposals in 2018 were primarily a result of relocating our corporate offices and writing off the fully amortized leasehold improvements related to our former office.
NOTE 6—INTANGIBLE ASSETS, NET, AND GOODWILL
Intangible assets include patents, domain name and other intangibles purchased from GVR, including customer relationships, technology and a trademark. Certain patents were acquired from STI as a result of an asset contribution and were recorded at their carryover basis. The fair value of the patents remained substantially the same as their carrying value at the exchange date. In addition, we acquired other patents and the domain name www.resonant.com through the normal course of business. Intangibles acquired as part of the purchase of GVR were initially recorded at their fair value. Issued patents are amortized over their approximate useful life of 17 years, or 20 years in the case of new patents, once they are approved by their respective regulatory agency. For the patents acquired from STI, we are amortizing them over the remaining useful life of 1 to 11 years as of December 31, 2019. The domain name is amortized over the approximate useful life of 10 years. The other intangibles acquired from GVR are amortized over their useful life of three to five years.
Intangible assets, net, consists of the following as of December 31, 2019 and 2018:
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|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Cost:
|
|
|
|
|
Patents
|
$
|
1,801,000
|
|
|
$
|
1,507,000
|
|
|
Domain name
|
22,000
|
|
|
22,000
|
|
|
Client Base (1)
|
144,000
|
|
|
142,000
|
|
|
Trademark (1)
|
18,000
|
|
|
17,000
|
|
|
Backlog (1)
|
13,000
|
|
|
13,000
|
|
|
Technology
|
77,000
|
|
|
77,000
|
|
|
|
2,075,000
|
|
|
1,778,000
|
|
|
Less: Accumulated amortization
|
(499,000
|
)
|
|
(404,000
|
)
|
|
Intangible assets, net
|
$
|
1,576,000
|
|
|
$
|
1,374,000
|
|
|
|
|
|
(1)
|
Includes the impact of foreign currency translation. The total impact at December 31, 2018 was $1,000 and there was no impact at December 31, 2019.
|
During the year ended December 31, 2019 and 2018, we wrote-off $145,000 and $96,000, respectively, of patents we are no longer pursuing. The write-offs are included in research and development expense. There were no impairments to any other intangibles.
Amortization of intangible assets was $115,000 and $136,000 for the years ended December 31, 2019 and 2018, respectively. The following table summarizes the estimated amortization expense relating to the intangible assets as of December 31, 2019:
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|
|
|
|
|
|
|
Years ending December 31,
|
|
|
2020
|
$
|
94,000
|
|
|
2021
|
85,000
|
|
|
2022
|
75,000
|
|
|
2023
|
72,000
|
|
|
2024
|
71,000
|
|
|
2025 and thereafter
|
554,000
|
|
|
Total amortization expense
|
$
|
951,000
|
|
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired from GVR Trade. Goodwill is not amortized, but is subject to impairment tests on at least an annual basis and whenever circumstances suggest that goodwill may be impaired.
The following table summarizes goodwill arising from the acquisition of GVR Trade:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
Balance at January 1, 2018
|
$
|
824,000
|
|
|
Effect of currency translation
|
(7,000
|
)
|
|
Balance at December 31, 2018
|
$
|
817,000
|
|
|
Effect of currency translation
|
14,000
|
|
|
Balance at December 31, 2019
|
$
|
831,000
|
|
NOTE 7—WARRANTS
From time to time, we have issued warrants to purchase shares of common stock. These warrants have been issued in connection with financing transactions and for consulting services. Our warrants are subject to standard anti-dilution provisions applicable to shares of our common stock.
In January 2018, we entered into an agreement with our founders to exchange warrants to purchase an aggregate of 249,999 shares of our common stock, with an exercise price of $0.20 per share, for an amount of shares that would equal the number of shares they would have received if exercised under a cashless exercise. The effect of exchanging the warrants for shares of our common stock was considered a modification of the award which required us to record expense for the excess of the fair value of the common stock issued over the fair value of the exchanged warrants. On the date of the exchange the fair value of the warrants was determined to be $1.6 million and the fair value of the shares of common stock issued were $1.6 million. There was a difference in fair value of $2,000 which was recorded to sales, marketing and administration expenses during the year ended December 31, 2018. No expense was recorded for the year ended December 31, 2019.
Consulting Warrant, Financing Warrant and Underwriting Warrant
Upon consummation of our Senior Convertible Note financing in June 2013, we issued warrants for business consulting services provided by MDB Capital Group, LLC, or MDB. We issued a 7-year warrant to purchase 222,222 shares of our common stock at an exercise price of $0.01 per share, which we refer to as the Consulting Warrant. The Consulting Warrant is exercisable six months after the completion of our initial public offering, or IPO, in 2014 and expires June 17, 2020.
In addition, for placement agent services provided by MDB in connection with our Senior Convertible Note financing, we issued to MDB a 7-year warrant to purchase 208,763 shares of our common stock at an exercise price of $3.35 per share, which we refer to as the Financing Warrant. The Financing Warrant is exercisable six months after the completion of our IPO and expires June 17, 2020.
In connection with the closing of our IPO, we also issued a third warrant to MDB related to their role as the sole underwriter for our IPO, which we refer to as the Underwriting Warrant. We issued them a 5-year warrant to purchase 310,500 shares of common stock at an exercise price of $7.50 per share. The warrant was not exercisable until November 24, 2014 (180-days from the date of the underwriting agreement) and expired May 28, 2019.
Private Placement Warrants - 2016
In April 2016, we issued warrants to purchase 1,996,880 shares of our common stock at an exercise price of $2.86 in connection with our private placement sale of 1,996,880 shares of common stock. The warrants were exercisable for a period
commencing October 2016 and expired on April 25, 2019. We also issued to the placement agents in the financing, warrants to purchase an aggregate of 99,844 shares of our common stock at an exercise price of $2.86 for a period commencing 6 months and ending 36 months after the closing. We refer to these warrants as Private Placement Warrants - 2016. In December 2017, we entered into Warrant Exercise Agreements with certain holders of Private Placement Warrants - 2016 to induce the exercise of 836,780 warrants in full. Pursuant to the agreements, the warrant holders exercised in full the warrants and purchased an aggregate of 836,780 shares of our common stock at an exercise price of $2.86 per share, for an aggregate exercise price of approximately $2.4 million and we paid the warrant holders aggregated inducement fees of approximately $239,000, which resulted in net proceeds to us of $2.2 million. All remaining unexercised warrants as of April 25, 2019 expired.
Underwriting Warrants - Public Offering 2016
In September 2016, we issued warrants to purchase 135,750 shares of our common stock at an exercise price of $4.25 to the underwriter of our public offering of 2,715,000 shares of common stock. The warrants were exercisable for a 2 year period commencing September 9, 2017. We refer to these warrants as Underwriting Warrants - Public Offering 2016. All remaining unexercised warrants as of September 9, 2019 expired.
Private Placement Warrants - September 2017
In September and October 2017, we issued warrants to purchase an aggregate of 1,976,919 shares of our common stock at an exercise price of $4.85 in connection with our private placement sale of 1,976,919 shares of common stock. The sale was completed in two tranches with the first tranche, which closed on September 28, 2017, including 1,745,581 warrants, and the second tranche, which closed on October 2, 2017, including 231,338 warrants. The warrants are exercisable for a period commencing 6 months after the closing of the financing and expire on September 28, 2020. Collectively, we refer to these warrants as Private Placement Warrants - September 2017.
Placement Agent Warrants - 2017
In addition to the Private Placement Warrants - September 2017 issued in connection with our private placement sale of 1,976,919 shares of our common stock, we also issued to the placement agent, warrants to purchase a total of 98,846 shares of our common stock at an exercise price of $4.85 per share. Upon closing of the first tranche on September 28, 2017, we
issued 87,279 warrants, and upon closing the second tranche, we issued 11,567 warrants. The warrants are exercisable for a period commencing 6 months after the closing of the financing and expire on September 28, 2020. Collectively, we refer to these warrants as Placement Agent Warrants - 2017.
A roll-forward of warrant activity from January 1, 2018 to December 31, 2018 is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued and
Outstanding
Warrants as of
January 1, 2018
|
|
Warrants
Exercised/
Expired
|
|
Issued and
Outstanding
Warrants as of
December 31, 2018
|
|
Bridge Warrants
|
|
249,999
|
|
|
(249,999
|
)
|
(1)
|
—
|
|
|
Consulting Warrant
|
|
12,223
|
|
|
(5,556
|
)
|
(2)
|
6,667
|
|
|
Financing Warrant
|
|
62,530
|
|
|
—
|
|
|
62,530
|
|
|
Underwriting Warrant
|
|
310,500
|
|
|
—
|
|
|
310,500
|
|
|
IR Consulting Warrant
|
|
6,000
|
|
|
(6,000
|
)
|
(3)
|
—
|
|
|
Private Placement Warrants - 2016
|
|
891,063
|
|
|
(73,000
|
)
|
(4)
|
818,063
|
|
|
Underwriting Warrants - Public Offering 2016
|
|
122,175
|
|
|
—
|
|
|
122,175
|
|
|
Private Placement Warrants - September 2017
|
|
1,976,919
|
|
|
(10,600
|
)
|
(5)
|
1,966,319
|
|
|
Placement Agent Warrants - 2017
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
|
3,730,255
|
|
|
(345,155
|
)
|
|
3,385,100
|
|
|
|
|
|
(1)
|
During the year ended December 31, 2018, there were 249,999 warrants that were exchanged for 242,913 shares of common stock in an exchange transaction where the warrant holders exchanged the warrants for the same number of shares they would have been entitled to in a cashless exercise.
|
|
|
|
|
(2)
|
During the year ended December 31, 2018, there were 5,556 warrants that were exercised through a cashless exercise, which netted 5,542 shares being issued.
|
|
|
|
|
(3)
|
During the year ended December 31, 2018, 6,000 warrants expired.
|
|
|
|
|
(4)
|
During the year ended December 31, 2018, there were 73,000 warrants exercised for cash.
|
|
|
|
|
(5)
|
During the year ended December 31, 2018, there were 10,600 warrants exercised for cash.
|
A roll-forward of warrant activity from January 1, 2019 to December 31, 2019 is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Price
|
|
Expiration Date
|
|
Issued and
Outstanding
Warrants as of
January 1, 2019
|
|
Warrants
Exercised/
Expired
|
|
Issued and
Outstanding
Warrants as of
December 31, 2019
|
|
Consulting Warrant
|
|
$0.01
|
|
6/17/2020
|
|
6,667
|
|
|
—
|
|
|
6,667
|
|
|
Financing Warrant
|
|
$3.35
|
|
6/17/2020
|
|
62,530
|
|
|
—
|
|
|
62,530
|
|
|
Underwriting Warrant
|
|
$7.50
|
|
5/28/2019
|
|
310,500
|
|
|
(310,500
|
)
|
(1)
|
—
|
|
|
Private Placement Warrants - 2016
|
|
$2.86
|
|
4/25/2019
|
|
818,063
|
|
|
(818,063
|
)
|
(2)
|
—
|
|
|
Underwriting Warrants - Public Offering 2016
|
|
$4.25
|
|
9/9/2019
|
|
122,175
|
|
|
(122,175
|
)
|
(3)
|
—
|
|
|
Private Placement Warrants - September 2017
|
|
$4.85
|
|
9/28/2020
|
|
1,966,319
|
|
|
—
|
|
|
1,966,319
|
|
|
Placement Agent Warrants - 2017
|
|
$4.85
|
|
9/28/2020
|
|
98,846
|
|
|
—
|
|
|
98,846
|
|
|
|
|
|
|
|
|
3,385,100
|
|
|
(1,250,738
|
)
|
|
2,134,362
|
|
|
|
|
|
(1)
|
During the year ended December 31, 2019, 310,500 warrants expired.
|
|
|
|
|
(2)
|
During the year ended December 31, 2019, there were 485,000 warrants exercised for cash, including 335,000 warrants exercised by our significant shareholder, Park City Capital. Additionally, there were 44,928 warrants that were exercised through a cashless exercise which netted 1,809 shares being issued and 288,135 warrants that expired.
|
|
|
|
|
(3)
|
During the year ended December 31, 2019, 122,175 warrants expired.
|
NOTE 8—STOCKHOLDERS’ EQUITY AND EARNINGS PER SHARE
Common Stock
Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 100,000,000 shares of common stock. Holders of our common stock are entitled to dividends as and when declared by the board of directors, subject to rights and holders of all classes of stock outstanding having priority rights to dividends. There have been no dividends declared to date. Each share of common stock is entitled to one vote.
On March 27, 2018, we completed the sale of 5,714,286 shares of common stock at a price of $3.50 per share in an underwritten public offering. Gross proceeds were $20.0 million with net proceeds of $18.4 million after deducting underwriter fees and offering expenses. The shares were issued pursuant to a shelf registration statement that we filed with the SEC, which became effective in May 2016. On April 6, 2018, following exercise by the underwriter of its overallotment option, we sold an additional 857,142 shares at a price of $3.50, resulting in gross proceeds of $3.0 million and net proceeds of $2.8 million after deducting underwriter fees and offering expenses.
We entered into a securities purchase agreement, dated July 31, 2019, for the sale of an aggregate of 3,960,560 shares of common stock at a price of $2.53 per share. Gross proceeds were approximately $10.0 million with net proceeds of $9.9 million after deducting fees and operating expenses. The initial closing, for 1,193,762 shares, took place on August 9, 2019 and gross proceeds were approximately $3.0 million, including 396,000 shares purchased by Park City Capital, a significant shareholder for $1.0 million. The second closing with a single investor, which was subject to additional conditions, including the execution of a definitive multi-year commercial agreement with an affiliate of the investor, for 2,766,798 shares and gross proceeds of $7.0 million took place on September 30, 2019.
We have a Form S-3 universal shelf registration statement on file with the SEC. The universal shelf registration statement on Form S-3 permits us to sell, in one or more public offerings, shares of our common stock, shares of preferred stock or debt securities, or any combination of such securities and warrants to purchase securities, for proceeds in an aggregate amount of up to $50.0 million, subject to potential limitations on the amount of securities we may sell in any twelve-month period. As of February 11, 2020, we have raised a total of $28.8 million of gross proceeds from the sale of 19,166,667 shares of our common stock, leaving approximately $21.2 million of securities available for issuance pursuant to the Form S-3. The Form S-3 will expire in November 2021.
Preferred Stock
Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 3,000,000 shares of preferred stock. The board of directors has the authority, without action by our stockholders, to designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. To-date, no preferred shares have been issued.
Stock Repurchase Program
On November 26, 2018, we announced that our board of directors had authorized a program to repurchase up to $4.0 million of our common stock over a 12-month period, either in the open market or through privately negotiated transactions. During the year ended December 31, 2018, we repurchased and retired 80,100 shares of common stock, at an aggregate cost of approximately $152,000, including commissions, or an average price of $1.88 per share. There were no shares repurchased during the year ended December 31, 2019 and the program has expired.
Earnings Per Share
The following table presents the number of shares excluded from the calculation of diluted net loss per share attributable to common stockholders as of December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Common stock warrants
|
2,134,362
|
|
|
3,385,100
|
|
|
Common stock options
|
1,340,252
|
|
|
1,255,280
|
|
|
Non-vested restricted stock unit awards
|
2,556,004
|
|
|
1,921,594
|
|
|
Total shares excluded from net loss per share attributable to common stockholders
|
6,030,618
|
|
|
6,561,974
|
|
NOTE 9— STOCK-BASED COMPENSATION
2014 Omnibus Incentive Plan
In January 2014, our board of directors approved the 2014 Omnibus Incentive Plan and amended and restated the plan in March 2014. Our stockholders approved the Amended and Restated 2014 Omnibus Incentive Plan, or the 2014 Plan, in March 2014. Our 2014 Plan initially permitted the issuance of equity-based instruments covering up to a total of 1,400,000 shares of common stock. Our board of directors and stockholders approved an increase of 1,300,000 shares in June 2016, an additional increase of 3,250,000 shares in June 2017, and an additional increase of 4,000,000 shares in June 2019, bringing the total shares allowed under the plan to 9,950,000. As of December 31, 2019, there were 3,173,421 shares available to issue under the 2014 Plan.
Option Valuation
We account for stock options in accordance with ASC Topic 718, Compensation-Stock Compensation. As of January 1, 2019, we adopted ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, which aligns the accounting of share-based payment awards issued to employees and non-employees.
We use the Black-Scholes option valuation model for estimating fair value at the date of grant. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. We have estimated the expected life of stock options using the “simplified” method, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to our lack of sufficient historical data. Since our stock has not been publicly traded for a sufficiently long period of time, we are utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within our industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
Stock Options
During the years ended December 31, 2019 and 2018, we granted incentive stock options for the purchase of 154,500 and 252,500 shares, respectively, of our common stock to our employees and non-employees. The options granted in 2018 have an exercise price range of $1.80 to $5.96 per share with a term of ten years. The options granted in 2019 have an exercise price range of $1.52 to $3.26 per share with a term of ten years. The options vest over various periods, generally quarterly over sixteen quarters. The options granted in 2019 had an aggregate grant date fair value of $271,000 and the options granted in 2018 had an aggregate grant date fair value of $779,000 utilizing the Black-Scholes option valuation model.
We estimated the fair value of stock options awarded during the years ended December 31, 2019 and 2018 using the Black-Scholes option valuation model. The fair values of stock options granted for the years were estimated using the following assumptions:
|
|
|
|
|
|
|
|
|
Option Grants Awarded During the Year Ended December 31, 2019
|
|
Option Grants Awarded During the Year Ended December 31, 2018
|
|
Stock Price
|
$1.52 - $3.26
|
|
$1.80 - $5.96
|
|
Dividend Yield
|
0%
|
|
0%
|
|
Expected Volatility
|
70.0%
|
|
70.0%
|
|
Risk-free interest rate
|
1.47% - 2.62%
|
|
2.50% - 3.09%
|
|
Expected Term
|
7 years
|
|
7 years
|
Stock-based compensation expense related to stock options was $430,000 and $476,000 for the years ended December 31, 2019 and 2018, respectively. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from our estimates. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from our estimates, the difference is recorded as a cumulative adjustment in the period the estimates were revised. For the years ended December 31, 2019 and 2018, we applied a forfeiture rate of six percent, which is reflected in our stock-based compensation expense related to stock options.
Stock Option Award Activity
The following is a summary of our stock option activity during the year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Outstanding, January 1, 2018
|
1,082,490
|
|
|
$
|
4.87
|
|
|
$
|
3.00
|
|
|
8.38
|
|
|
Granted
|
252,500
|
|
|
4.54
|
|
|
3.09
|
|
|
9.16
|
|
|
Exercised
|
(4,692
|
)
|
|
2.10
|
|
|
1.75
|
|
|
—
|
|
|
Canceled/Forfeited
|
(75,018
|
)
|
|
4.72
|
|
|
2.89
|
|
|
—
|
|
|
Outstanding, December 31, 2018
|
1,255,280
|
|
|
$
|
4.82
|
|
|
$
|
3.03
|
|
|
7.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable, January 1, 2018
|
704,303
|
|
|
$
|
5.08
|
|
|
$
|
3.17
|
|
|
8.15
|
|
|
Vested
|
161,404
|
|
|
4.69
|
|
|
2.89
|
|
|
7.56
|
|
|
Exercised
|
(4,692
|
)
|
|
2.10
|
|
|
1.75
|
|
|
—
|
|
|
Canceled/Forfeited
|
(17,996
|
)
|
|
4.72
|
|
|
2.84
|
|
|
—
|
|
|
Exercisable, December 31, 2018
|
843,019
|
|
|
$
|
5.02
|
|
|
$
|
3.13
|
|
|
7.23
|
|
The following is a summary of our stock option activity during the year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Outstanding, January 1, 2019
|
1,255,280
|
|
|
$
|
4.82
|
|
|
$
|
3.03
|
|
|
7.75
|
|
|
Granted
|
154,500
|
|
|
2.61
|
|
|
1.76
|
|
|
9.44
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Canceled/Forfeited
|
(69,528
|
)
|
|
4.72
|
|
|
3.03
|
|
|
—
|
|
|
Outstanding, December 31, 2019
|
1,340,252
|
|
|
$
|
4.57
|
|
|
$
|
2.88
|
|
|
6.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable, January 1, 2019
|
843,019
|
|
|
$
|
5.02
|
|
|
$
|
3.13
|
|
|
7.23
|
|
|
Vested
|
178,732
|
|
|
3.98
|
|
|
2.52
|
|
|
7.05
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Canceled/Forfeited
|
(32,659
|
)
|
|
4.55
|
|
|
2.81
|
|
|
—
|
|
|
Exercisable, December 31, 2019
|
989,092
|
|
|
$
|
4.85
|
|
|
$
|
3.03
|
|
|
6.37
|
|
The following table presents information related to stock options outstanding and exercisable at December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Exercise
Price
|
|
Outstanding
Number of
Options
|
|
Weighted
Average
Remaining
Life In
Years
|
|
Exercisable
Number
of Options
|
|
$1.52 - $3.15
|
|
310,683
|
|
|
6.52
|
|
158,650
|
|
|
$3.25 - $4.92
|
|
596,203
|
|
|
7.49
|
|
444,371
|
|
|
$5.01 - $6.00
|
|
273,066
|
|
|
4.93
|
|
240,755
|
|
|
$6.18 – $7.20
|
|
70,000
|
|
|
5.22
|
|
60,008
|
|
|
$7.54 – $7.80
|
|
67,800
|
|
|
5.21
|
|
62,808
|
|
|
$8.06 - $12.98
|
|
22,500
|
|
|
5.05
|
|
22,500
|
|
|
|
|
1,340,252
|
|
|
6.37
|
|
989,092
|
|
As of December 31, 2019, there was $779,000 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average vesting period of approximately 2.4 years. The aggregate intrinsic value of outstanding options and options vested as of December 31, 2019 were $98,000 and $68,000, respectively, representing options whose exercise price was less than the closing fair market value of our common stock of $2.42 per share. The aggregate intrinsic value of outstanding options and options vested as of December 31, 2018 were zero as there were no options whose exercise price was less than the closing fair market value of our common stock of $1.33 per share. There were no excess tax benefits realized for tax deductions from stock options exercised during the years ended December 31, 2018 and 2019 as we have recorded a full valuation allowance against our deferred income taxes.
Restricted Stock Units Activity
We account for restricted stock units (RSUs) issued to employees at fair value, based on the market price of our stock on the date of grant, net of estimated forfeitures. The fair value of non-employee restricted stock units awarded are re-measured as the awards vest, and the resulting increase in fair value, if any, is recognized as expense in the period the related services are rendered. RSUs issued in connection with our employee incentive programs typically vest within 10 days of grant. All other RSUs, primarily issued as long term incentives, generally vest annually over three to four years. During the years ended December 31, 2019 and 2018 we recorded $5.4 million and $4.8 million, respectively, of stock-based compensation related to restricted stock units.
A summary of restricted stock unit activity for the year ended December 31, 2018 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|
Outstanding at January 1, 2018
|
1,476,858
|
|
|
$
|
4.96
|
|
|
Granted
|
1,661,750
|
|
|
4.60
|
|
|
Vested
|
(1,051,939
|
)
|
|
4.68
|
|
|
Forfeited
|
(165,075
|
)
|
|
5.17
|
|
|
Outstanding at December 31, 2018
|
1,921,594
|
|
|
$
|
4.78
|
|
A summary of restricted stock unit activity for the year ended December 31, 2019 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Restricted Share
Units
|
|
Weighted-Average
Grant-Date Fair
Value Per Share
|
|
Outstanding at January 1, 2019
|
1,921,594
|
|
|
$
|
4.78
|
|
|
Granted
|
2,115,177
|
|
|
2.78
|
|
|
Vested
|
(1,317,586
|
)
|
|
3.92
|
|
|
Forfeited
|
(163,181
|
)
|
|
4.19
|
|
|
Outstanding at December 31, 2019
|
2,556,004
|
|
|
$
|
3.38
|
|
As of December 31, 2019, there was 5.5 million of unrecognized compensation expense related to unvested restricted stock unit agreements which is expected to be recognized over a weighted-average period of approximately 2.1 years. For restricted stock unit awards subject to graded vesting, we recognize compensation cost on a straight-line basis over the service period for the entire award.
Market-based Awards
In August 2016, we granted 250,000 market-based restricted stock units to an executive. The restricted stock units are subject to market-based vesting requirements, measured quarterly, based on the average of (a) the average high daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter and (b) the average low daily trading price of our common stock for each trading day during the last month of the applicable calendar quarter, each as reported by The Nasdaq Stock Market, LLC. The restricted stock units are eligible to be earned on a quarterly basis based on a linear interpolation of the applicable share price, or in the case of a liquidation event, on the day of (or in connection with) such liquidation event based on the applicable transaction price. The share price on the date of issuance was $5.06 per share.
In June 2019, the market-based award was modified to increase the number of restricted stock units to 500,000 and to decrease the applicable share price. Additionally, the performance period was extended to September 30, 2022. The share price on the date of modification was $2.73 per share.
Once earned, the restricted stock units vest 50% on the date such restricted stock units become earned and 50% on September 30, 2022. We recognize compensation expense for restricted stock units with market conditions using a graded vesting model, based on the probability of the market condition being met, net of estimated pre-vesting forfeitures. To determine the fair value of the award, we used a Monte Carlo simulation, which simulates future stock prices for the Company and, hence, shares vested, pursuant to the award. A key input into the model is the expected volatility for our stock. This
estimate considered the historical volatility of our stock as well as the stock price volatility of guideline public companies. The fair value was determined to be $74,000 at the original grant date, and was $147,000 as of the modification date. For the years ended December 31, 2019 and 2018, we recognized $37,000 and $24,000 of stock compensation expense in connection with this award, which is included in sales, marketing and administration expenses. The unamortized expense related to this award is $116,000 and is expected to be recognized over 2.8 years.
In December 2019, we granted 200,000 market-based restricted stock units to an executive. The restricted stock units are subject to the same market-based vesting requirements discussed for the award granted in August 2016 and modified in June 2019. The share price on the date of issuance was $2.15 per share and the fair value was determined to be $26,000 using a Monte Carlo simulation. We recognized $2,000 of stock compensation expense in connection with this award, which is included in research and development expenses. The unamortized expense related to this award is $24,000 and is expected to be recognized over 2.75 years.
Incentive Bonus Awards
We provide eligible employees, including executives, the opportunity to earn bonus awards upon achievement of predetermined performance goals and objectives. The purpose is to reward attainment of company goals and/or individual performance objectives, with award opportunities expressed as a percentage of base salary. Bonuses can be measured and paid quarterly and/or annually, and are paid in cash, equity or a combination of cash and equity, in the discretion of our compensation committee. If paid in the form of equity, the expense is included in the above disclosures for stock options or restricted stock units as applicable.
Total stock-based compensation recorded in the consolidated statements of comprehensive loss is allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31, 2019
|
|
Year Ended
December 31, 2018
|
|
|
|
|
|
|
|
Research and development
|
2,823,000
|
|
|
2,556,000
|
|
|
Sales, marketing and administration
|
2,983,000
|
|
|
2,706,000
|
|
|
Total stock-based compensation
|
$
|
5,806,000
|
|
|
$
|
5,262,000
|
|
NOTE 10—LEASES
We lease facilities under two non-cancelable operating leases. The leases expire between January 2022 and August 2024 and include renewal provisions for two to five years, provisions which require us to pay taxes, insurance, maintenance costs or provisions for minimum rent increases. We also lease facilities and equipment under short-term agreements for a period of 12 months or less. All of the information presented below, with the exception of total lease costs, relates to our two non-cancelable operating leases.
One lease requires us to maintain a cash security deposit of $50,000 and also a $150,000 letter of credit in favor of the lessor. The letter of credit was originally for $200,000 at lease inception and steps down $50,000 at each anniversary date if there have been no monetary defaults. The letter of credit is secured by a pledge in favor of the issuing bank of a $150,000 mutual fund account which is classified as restricted cash in our balance sheet.
Lease renewal options are at our discretion. No renewal options have been recognized in our right-of-use assets and lease liabilities as of December 31, 2019. Our lease agreements do not require material variable minimum lease payments, residual value guarantees or restrictive covenants.
The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term.
Our leases generally do not provide an implicit rate, and therefore we use our incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. We used a weighted average incremental borrowing rate of 4.75% as of January 1, 2019 for operating leases that commenced prior to that date. The discount rates applied to each lease reflect our estimated incremental borrowing rate. This includes an assessment of our credit rating to determine the rate that we would have to pay to borrow, on a collateralized basis for a similar term, an amount equal to our lease payments in a similar economic environment.
The Company's weighted average remaining lease term and weighted average discount rate for operating leases as of December 31, 2019 is shown below:
|
|
|
|
|
|
|
Weighted average remaining lease term (years)
|
|
4.24
|
|
Weighted average discount rate (%)
|
|
4.75
|
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the total operating lease liabilities recognized on the condensed consolidated balance sheets as of December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
726,000
|
|
|
2021
|
|
748,000
|
|
|
2022
|
|
557,000
|
|
|
2023
|
|
555,000
|
|
|
2024
|
|
376,000
|
|
|
Total minimum lease payments
|
|
2,962,000
|
|
|
Less: imputed interest
|
|
(291,000
|
)
|
|
Total operating lease liabilities
|
|
$
|
2,671,000
|
|
Operating lease costs were $1,066,000 for the year ended December 31, 2019, of which $803,000 and $263,000 are included in research and development expenses and sales, marketing and administration expenses, respectively. Prior to the adoption of ASC 842, we recorded rent expense for the year ended December 31, 2018 of $663,000 of which $158,000 and $505,000 are included in research and development expenses and sales, marketing and administration expenses, respectively.
Cash paid for amounts included in the measurement of operating lease liabilities was $492,000 for the year ended December 31, 2019, and this amount is included in operating activities in the consolidated statement of cash flows.
The future minimum obligations under operating leases in effect as of December 31, 2018 having a noncancelable term in excess of one year are as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
2019
|
|
$
|
658,000
|
|
|
2020
|
|
726,000
|
|
|
2021
|
|
748,000
|
|
|
2022
|
|
557,000
|
|
|
2023
|
|
555,000
|
|
|
2024
|
|
376,000
|
|
|
Future minimum obligations
|
|
$
|
3,620,000
|
|
NOTE 11—INCOME TAXES
The provision for income taxes by jurisdiction consists of the following as of December 31, 2019 and 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
U.S. federal:
|
|
|
|
|
Current
|
$
|
—
|
|
|
$
|
—
|
|
|
Deferred
|
—
|
|
|
—
|
|
|
Total U.S. federal
|
—
|
|
|
—
|
|
|
|
|
|
|
|
U.S. state and local:
|
|
|
|
|
|
Current
|
1,000
|
|
|
2,000
|
|
|
Deferred
|
—
|
|
|
—
|
|
|
Total U.S. state and local
|
1,000
|
|
|
2,000
|
|
|
|
|
|
|
|
Foreign:
|
|
|
|
|
|
Current
|
—
|
|
|
—
|
|
|
Deferred
|
—
|
|
|
(1,000
|
)
|
|
Total foreign
|
—
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
Provision for income taxes
|
$
|
1,000
|
|
|
$
|
1,000
|
|
Income taxes differ from the amounts computed by applying the U.S. federal income tax rate to pretax income (loss) before income taxes as a result of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
Expected income tax benefit
|
$
|
(6,284,000
|
)
|
|
$
|
(5,211,000
|
)
|
|
State income tax (benefit), net of federal benefit
|
(2,476,000
|
)
|
|
(1,997,000
|
)
|
|
Valuation allowance
|
9,131,000
|
|
|
7,372,000
|
|
|
Permanent differences:
|
|
|
|
|
Stock options
|
493,000
|
|
|
285,000
|
|
|
Research & development credit
|
(715,000
|
)
|
|
(405,000
|
)
|
|
Adjustment to deferred taxes
|
(157,000
|
)
|
|
(68,000
|
)
|
|
Foreign rate differential
|
1,000
|
|
|
2,000
|
|
|
Other
|
8,000
|
|
|
23,000
|
|
|
Provision for income taxes
|
$
|
1,000
|
|
|
$
|
1,000
|
|
For each of the years ended December 31, 2019 and 2018 we recorded a net income tax provision of $1,000. Deferred income tax reflects the tax effects of temporary differences that gave rise to significant portions of our deferred tax assets and liabilities.
Deferred income tax consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
|
U.S. federal and state deferred tax assets—long term:
|
|
|
|
|
Accrued payroll
|
261,000
|
|
|
$
|
102,000
|
|
|
Accrued expenses
|
77,000
|
|
|
45,000
|
|
|
Intangibles
|
390,000
|
|
|
418,000
|
|
|
Research & development credit
|
3,651,000
|
|
|
2,239,000
|
|
|
Net operating loss
|
27,568,000
|
|
|
20,140,000
|
|
|
Stock compensation
|
672,000
|
|
|
612,000
|
|
|
Lease liabilities
|
750,000
|
|
|
—
|
|
|
New jobs credit
|
8,000
|
|
|
8,000
|
|
|
Total long-term assets
|
33,377,000
|
|
|
23,564,000
|
|
|
Total deferred tax assets
|
33,377,000
|
|
|
23,564,000
|
|
|
|
|
|
|
|
U.S. federal and state deferred tax liabilities—long term:
|
|
|
|
|
Fixed assets
|
—
|
|
|
(16,000
|
)
|
|
Right of use assets
|
(701,000
|
)
|
|
—
|
|
|
Total deferred tax liabilities
|
(701,000
|
)
|
|
(16,000
|
)
|
|
Net deferred tax assets - long term
|
32,676,000
|
|
|
23,548,000
|
|
|
Less: Valuation allowance
|
(32,676,000
|
)
|
|
(23,548,000
|
)
|
|
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Foreign deferred tax assets—long term:
|
|
|
|
|
Net operating loss
|
8,000
|
|
|
$
|
9,000
|
|
|
Total foreign deferred tax assets
|
8,000
|
|
|
9,000
|
|
|
|
|
|
|
|
Foreign deferred tax liabilities—long term:
|
|
|
|
|
Intangibles
|
—
|
|
|
(4,000
|
)
|
|
Total foreign deferred tax liabilities
|
$
|
—
|
|
|
(4,000
|
)
|
|
Net foreign deferred tax assets (liabilities)
|
8,000
|
|
|
5,000
|
|
|
Less: Valuation allowance
|
(8,000
|
)
|
|
(5,000
|
)
|
|
Net deferred tax assets (liabilities)
|
—
|
|
|
$
|
—
|
|
In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act represents major tax reform legislation that, among other provisions, reduced the U.S. corporate tax rate. The reduction in the tax rate reduced our federal and state net deferred tax assets by $6.1 million, primarily related to our net operating loss carryforwards. Due to the full valuation allowance recorded against our federal and state net deferred tax assets, there was no impact to our income tax expense for the year ended December 31, 2019 or 2018.
We recorded a full valuation allowance against our U.S. federal and state net deferred tax assets at December 31, 2019 and December 31, 2018. In determining the need for a valuation allowance, we reviewed all available evidence pursuant to the requirements of FASB ASC Topic 740, Income Taxes. Based upon our assessment of all available evidence, we have concluded that it is more likely than not that the net deferred tax assets will not be realized. For the year ended December 31, 2019, the valuation allowance increased by $9.1 million. For the year ended December 31, 2018, the valuation allowance increased by $7.4 million.
As of December 31, 2019, we had federal net operating loss carryforwards of approximately $98.2 million, state net operating loss carryforwards of approximately $99.6 million and foreign net operating loss carryforwards of $51,000 in Switzerland. In accordance with the 2017 Tax Act, the $51.4 million federal net operating loss carryforwards generated on or after January 1, 2018 will not expire and will be limited to 80% usage. The federal net operating loss carryforwards generated
prior to January 1, 2018 will begin to expire in 2033, and the state net operating loss carryforwards will begin to expire in 2033. Our ability to utilize net operating loss carryforwards may be limited in the event that a change in ownership, as defined in Section 382 of the Internal Revenue Code, occurs in the future. In the event a change of ownership occurs, it will limit the annual usage of the carryforwards in future years. Management believes that certain changes in control have occurred which resulted in limitations on our net operating loss carryforwards; however, management has determined that these limitations will not impact the ultimate utilization of the net operating loss carryforwards.
We recognize interest and penalties related to income tax matters in income taxes, and there were none during the years ended December 31, 2019 and 2018.
ASC 740 guidance requires us to identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and to record liabilities for the amount of these positions that may not be sustained, or may only partially be sustained, upon examination by the relevant taxing authorities. Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the taxing authorities. We have no significant uncertain tax positions for the years ended December 31, 2019 and 2018.
Our annual income taxes and the determination of the resulting deferred tax assets and liabilities involve a significant amount of judgment. Our judgments, assumptions and estimates relative to current income taxes take into account current tax laws, their interpretation of current tax laws and possible outcomes of future audits conducted by domestic tax authorities. We operate within federal and state taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period of time to resolve. We are currently not being examined by any tax authorities. We are subject to taxation in the United States, California, Massachusetts and Switzerland. As of December 31, 2019, our tax years remain open to examination by the taxing authorities for all years since our incorporation in 2013.
NOTE 12—COMMITMENTS AND CONTINGENCIES
Purchase Commitments—We have non-cancelable purchasing commitments that we incur in the ordinary course of business. The purchase commitments covered by these agreements are for less than one year and aggregate to $824,000 as of December 31, 2019.
Legal Proceedings—We are not party to any legal proceedings. We may, from time to time, be party to litigation and subject to claims incident to the ordinary course of business. As our growth continues, we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of any future matters could materially affect our future financial position, results of operations or cash flows.
Legal fees and other costs associated with such actions are expensed as incurred. We assess, in conjunction with our legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. We evaluate developments in legal proceedings and other matters on a quarterly basis. As of December 31, 2018 and 2019, there was no litigation or contingency with at least a reasonable possibility of a material loss. No losses have been recorded during the years ended December 31, 2018 and 2019, respectively, with respect to litigation or loss contingencies.
Intellectual Property Indemnities—We indemnify certain customers and manufacturers against liability arising from third-party claims of intellectual property rights infringement related to our products. These indemnities may appear in license agreements, development agreements and manufacturing agreements, may not be limited in amount or duration and generally survive the expiration date of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, we are unable to determine the maximum amount of losses that we could incur related to such indemnifications.
Director and Officer Indemnities and Contractual Guarantees—We have entered into indemnification agreements with our directors and executive officers, which require us to indemnify such individuals to the fullest extent permitted by Delaware law. Our indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed, we are unable to determine the maximum amount of losses that we could incur relating to such indemnities.
We have also entered into severance and change in control agreements with certain of our executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with us.
Guarantees and Indemnities—In the normal course of business, we are occasionally required to undertake indemnification for which we may be required to make future payments under specific circumstances. We review our exposure under such obligations no less than annually, or more frequently as required. The amount of any potential liabilities related to such obligations cannot be accurately determined until a formal claim is filed. Historically, any such amounts that become payable have not had a material negative effect on our business, financial condition or results of operations. We maintain general and product liability insurance which may provide a source of recovery to us in the event of an indemnification claim.
NOTE 13—RELATED PARTY TRANSACTIONS
In August 2019, we entered into a consulting agreement with a member of our board of directors. Under the agreement, the board member would provide technical advisory services for cash payments totaling $50,000 paid in twelve equal monthly installments as well as an award of restricted stock units equal in value to $100,000 as of the grant date. The restricted stock units vest in full on January 1, 2020. No later than January 15, 2020, the board member shall receive an additional grant of restricted stock units equal to $100,000 of value as of the grant date, provided that, as of the grant date of the second grant, the board member is still providing the technical advisory services to the company. The second grant will vest in full on December 31, 2020. In the event the board member is still performing services to the company after 2020, the Company will issue new grants equal to no less than $100,000 worth of restricted stock units in January of each additional year with such grants vesting at the end of each year so long as the services are still being provided. The agreement is cancelable at any time by either the Company or the board member. During the year ended December 31, 2019, we recorded expenses of $21,000 in connection with the cash compensation portion of the consulting agreement, which is included in general and administrative expenses. Additionally, during the year ended December 31, 2019, we recorded $68,000 related to the restricted stock unit award, which is included in selling, general and administrative expenses. As of December 31, 2019, there were no amounts due to the board member under this consulting agreement.
NOTE 14—EMPLOYEE BENEFIT PLAN
We have a 401(k) Savings Retirement Plan that covers substantially all domestic employees who meet the plan’s eligibility requirements and provides for an employee elective contribution and employer matching contributions.
We recorded matching contributions to the retirement plan of $497,000 and $372,000 for the years ended December 31, 2019 and 2018, respectively.
NOTE 15—SUBSEQUENT EVENTS
On February 6, 2020, we entered into an underwriting agreement relating to an underwritten public offering of 16,666,667 shares of the Company’s common stock, $0.001 par value, at an offering price to the public of $1.50 per share. Pursuant to the underwriting agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 2,500,000 shares of common stock on the same terms and conditions. The underwriters exercised their option with respect to all 2,500,000 additional shares on February 10, 2020. We consummated the sale of an aggregate of 19,166,667 shares of our common stock, including the 2,500,000 shares subject to the underwriters’ over-allotment option, on February 11, 2020, and received gross proceeds of approximately $28.8 million, or net proceeds of approximately $26.3 million after deducting the underwriting discount and estimated expenses payable by us.