Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Period Focus | Q1 | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-34261 | |
Entity Registrant Name | Symbolic Logic, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-1010843 | |
Entity Address, Address Line One | 9800 Pyramid Court | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Englewood | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80112 | |
City Area Code | 303 | |
Local Phone Number | 802-1000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EVOL | |
Security Exchange Name | NONE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,333,184 | |
Entity Central Index Key | 0001052054 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 28,111 | $ 39,445 |
Prepaid and other current assets | 502 | 106 |
Equity securities, fair value | 3,606 | 0 |
Total current assets | 32,219 | 39,551 |
Property and equipment, net | 6 | 4 |
Fixed maturity securities, available-for-sale, fair value | 5,974 | 0 |
Total assets | 38,199 | 39,555 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 866 | 1,252 |
Income taxes payable | 468 | 575 |
Total current liabilities | 1,334 | 1,827 |
Total liabilities | 1,334 | 1,827 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 2,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value; 40,000,000 shares authorized; 12,512,073 shares issued and 12,333,184 shares outstanding as of March 31, 2022 and 12,437,073 shares issued and 12,258,184 shares outstanding as of December 31, 2021 | 12 | 12 |
Additional paid-in capital | 100,192 | 100,024 |
Treasury stock, 178,889 shares as of March 31, 2022 and December 31, 2021, at cost | (1,253) | (1,253) |
Accumulated other comprehensive loss | (540) | 0 |
Accumulated deficit | (61,546) | (61,055) |
Total stockholders' equity | 36,865 | 37,728 |
Total liabilities and stockholders' equity | $ 38,199 | $ 39,555 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 12,512,073 | 12,437,073 |
Common stock, shares outstanding | 12,333,184 | 12,258,184 |
Treasury stock, shares | 178,889 | 178,889 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenue | $ 0 | $ 0 |
OPERATING EXPENSES | ||
General and administrative | 1,152 | 932 |
Depreciation | 0 | 1 |
Total operating expenses | 1,152 | 933 |
Loss from operations | (1,152) | (933) |
Other income (expense) | ||
Interest income | 336 | 0 |
Interest expense | (2) | 0 |
Other income (expense), net | 14 | (319) |
Realized gain on investments, net | 103 | 0 |
Unrealized gain on equity securities, net | 102 | 0 |
Other income (expense), net | 553 | (319) |
Loss from continuing operations before income taxes | (599) | (1,252) |
Income tax benefit | (59) | (16) |
Net loss from continuing operations | (540) | (1,236) |
Discontinued operations (Note 2) | ||
Income from discontinued operations before income taxes | 0 | 411 |
Income tax (benefit) expense from discontinued operations | (49) | 91 |
Net income from discontinued operations | 49 | 320 |
Net loss | $ (491) | $ (916) |
Basic loss per common share from continuing operations | $ (0.04) | $ (0.10) |
Basic earnings per common share from discontinued operations | 0 | 0.03 |
Diluted loss per common share from continuing operations | (0.04) | (0.10) |
Diluted earnings per common share from discontinued operations | $ 0 | $ 0.03 |
Weighted average basic shares outstanding | 12,316 | 12,206 |
Weighted average diluted shares outstanding | 12,316 | 12,206 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (491) | $ (916) |
Other comprehensive (loss) income | ||
Foreign currency translation income | 0 | 169 |
Unrealized loss on available-for-sale investments | (540) | 0 |
Comprehensive income (loss) | $ (1,031) | $ (747) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2020 | $ 12 | $ 99,776 | $ (1,253) | $ (10,345) | $ (78,500) | $ 9,690 |
Balance, shares at Dec. 31, 2020 | 12,195,909 | |||||
Restricted stock vested, shares | 30,668 | |||||
Stock-based compensation expense | 197 | 197 | ||||
Net loss | (916) | (916) | ||||
Unrealized loss on available-for-sale investments | 0 | |||||
Foreign currency translation gain | 169 | 169 | ||||
Balance at Mar. 31, 2021 | $ 12 | 99,973 | (1,253) | (10,176) | (79,416) | 9,140 |
Balance, shares at Mar. 31, 2021 | 12,226,577 | |||||
Balance at Dec. 31, 2021 | $ 12 | 100,024 | (1,253) | 0 | (61,055) | $ 37,728 |
Balance, shares at Dec. 31, 2021 | 12,258,184 | 12,258,184 | ||||
Restricted stock vested, shares | 75,000 | |||||
Stock-based compensation expense | 168 | $ 168 | ||||
Net loss | (491) | (491) | ||||
Unrealized loss on available-for-sale investments | (540) | (540) | ||||
Foreign currency translation gain | 0 | |||||
Balance at Mar. 31, 2022 | $ 12 | $ 100,192 | $ (1,253) | $ (540) | $ (61,546) | $ 36,865 |
Balance, shares at Mar. 31, 2022 | 12,333,184 | 12,333,184 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (491) | $ (916) |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation | 0 | 62 |
Amortization of intangible assets | 0 | 238 |
Amortization of operating leases - right of use assets | 0 | 85 |
Stock-based compensation expense | 168 | 197 |
Foreign currency transaction loss, net | 0 | 147 |
Benefit for deferred income taxes | 0 | (3) |
Unrealized gains and losses on investments | (102) | 0 |
Change in operating assets and liabilities: | ||
Contract receivables | 0 | 933 |
Unbilled work-in-progress | 0 | (214) |
Prepaid and other assets | (396) | 213 |
Accounts payable and accrued liabilities | (296) | 202 |
Income taxes receivable | 0 | (459) |
Income taxes payable | (107) | 0 |
Unearned revenue | 0 | 1,279 |
Lease obligations - operating leases | 0 | (83) |
Net cash (used in) provided by operating activities | (1,224) | 1,681 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (2) | (41) |
Purchases of investments | (10,551) | 0 |
Proceeds on sale of investments | 533 | 0 |
Transaction fees related to prior period disposition | (90) | |
Net cash used in investing activities | (10,110) | (41) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on notes payable | 0 | (142) |
Net cash used in financing activities | 0 | (142) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 31 |
Net (decrease) increase in cash and cash equivalents | (11,334) | 1,529 |
Cash and cash equivalents at beginning of period | 39,445 | 2,763 |
Cash and cash equivalents at end of period | 28,111 | 4,292 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest paid | 2 | 4 |
Income taxes paid, net of refunds | 0 | 271 |
Supplemental non-cash amounts of lease liabilities arising from obtaining right of use assets | $ 0 | $ 370 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization Results of the sold subsidiaries are retrospectively reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform to the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 2 “Discontinued Operations” for more information regarding results from discontinued operations. Simultaneously with the approval by the board of directors of the Company to execute the Purchase Agreements, the board formed a subcommittee of the board (the “Investment Committee”) to evaluate options to maximize the value of the Company’s assets, which, following the closing of the transactions contemplated under the Purchase Agreements, consists primarily of cash and cash equivalents. The board of directors has authorized the Investment Committee to retain such counsel, experts, consultants or other professionals as the Investment Committee shall deem appropriate from time to time to aid the Investment Committee in the performance of its duties. The Company’s directors and executives have an extensive background in mergers and acquisitions (“M&A”) activity. The Company plans to use its cash assets and network of relationships to seek to acquire businesses and/or assets as well as consider strategic partners. Following the sale of its assets in December 2021, the Company is currently a research and development organization with two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. Evolving Systems previously provided software solutions and services throughout the world. The COVID-19 global outbreak caused instability and volatility in multiple markets where our clients conduct business. We leveraged our ability to provide support remotely resulting in limited effect on our day to day operations. The inability to travel had delayed interactions with our clients on projects and in the traditional modes of sales development as well as limited our interactions with prospective M&A targets. On December 9, 2021, the Company received a letter from the NASDAQ regarding the Equity Purchase Agreement and the two Software Purchase Agreements entered into by the Company pursuant to which we sold all of our assets. The NASDAQ staff requested certain information from the Company regarding its on-going business. We provided a response to the staff on January 7, 2022. We received a follow up request from the NASDAQ for additional information and we provided a response to the staff on February 15, 2022. On April 12, 2022, Evolving Systems, Inc. filed with the Secretary of State of Delaware Certificate of Amendment to amend its Certificate of Incorporation to change the Company’s name from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” effective as of April 12, 2022. The Company also amended and restated its Bylaws to change all Company references from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” No other amendments were made to the Certificate of Incorporation or Bylaws. On April 13, 2022, Symbolic Logic, Inc. f/k/a Evolving Systems, Inc. notified The Nasdaq Capital Market (“Nasdaq”) of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the “Common Stock”), from listing on Nasdaq. The Company filed a Form 25 with the Securities and Exchange Commission (the “SEC”) on Monday, April 25, 2022, relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market. We believe our current liquidity from our investments and future operations will be sufficient to fund operations and meet the Company’s cash needs for future working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. In making this assessment, we considered our $28.1 Interim Condensed Consolidated Financial Statements Use of Estimates Principles of Consolidation Stock-based Compensation Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3 — Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our marketable securities, other than equity securities, are classified as available-for-sale, and are reported at fair value, with unrealized gains and losses, net of tax, reported in the accompanying condensed consolidated balance sheets in stockholders’ equity as a component of accumulated other comprehensive income or loss. Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of unrealized gain on equity securities, net in the condensed consolidated statements of operations. Investments in equity investments that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative. Any adjustments to the carrying value of these investments are recorded in unrealized gain on equity securities, net in the condensed consolidated statements of operations. Interest on securities is reported in the accompanying condensed consolidated statements of operations in interest income. Dividends paid by securities are reported in the accompanying condensed consolidated statements of operations in other income. Realized gains or losses are reported in the accompanying condensed consolidated statements of operations in net realized gain on investments. Realized gains or losses on available-for-sale investments are reclassified from other comprehensive income (loss) to net income (loss) in the condensed consolidated statements of operations. The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Fair value at March 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 22,002 $ 22,002 $ — $ — Cash and cash equivalents $ 22,002 $ 22,002 $ — $ — Common stock and common stock options $ 3,606 $ 3,606 $ — $ — Equity investments $ 3,606 3,606 $ — $ — Corporate bonds $ 5,974 $ — $ 5,974 $ — Available-for-sale investments $ 5,974 $ — $ 5,974 $ — Income Taxes We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Recently Adopted Accounting Pronouncements are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2022 | |
DISCONTINUED OPERATIONS | |
DISCONTINUED OPERATIONS | NOTE 2 — DISCONTINUED OPERATIONS On December 31, 2021, Evolving Systems, Inc. and certain of its subsidiaries completed the Equity Purchase Agreement and two Software Purchase Agreements with subsidiaries and affiliates of PartnerOne Capital, Inc. The Purchase Agreements contemplate the sale and transfer of substantially all of the Company’s operating subsidiaries and all of its assets to the Purchasers for an aggregate purchase price of $40 million (subject to adjustment as set forth in the Equity Purchase Agreement). The Purchase Agreements include customary terms and conditions, including an adjustment to the purchase price based on the Company’s cash and cash equivalents on hand and other adjustments as of the closing date and provisions that require the Company to indemnify the Purchasers for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreements and certain other matters. Proceeds from the sale will be payable to the Company as follows: (1) a $37.5 million payment to the Company in cash on the closing date of December 31, 2021 (adjusted as set forth in the Equity Purchase Agreement), and (2) $2.5 million placed in escrow on the closing date as security for the Company’s indemnification obligations to the Purchasers under the Purchase Agreements, which amount will be released to the Company on or before the date that is twelve months from the closing date (less any portion of the escrow used to make indemnification payments to the Purchasers). The Company received cash proceeds of $36.0 million and may receive up to an additional $2.5 million in consideration pursuant to the terms of an escrow agreement entered into in connection with the Equity Purchase Agreement and included in the cash and cash equivalents in our condensed consolidated balance sheets. The Purchase Agreements contain customary representations and warranties of each of the parties. The Purchase Agreements contain indemnification rights in favor of the Company following closing for (i) breaches of any of the representations or warranties by the Purchasers including, but not limited to, breaches related to organization, authorization, and governmental authorization, and (ii) breaches of the covenants or agreements of the Purchasers in the Purchase Agreements. In addition, the Purchase Agreements contain indemnification rights in favor of the Purchasers following closing for (i) breaches of certain fundamental representations and warranties by the Company, including breaches related to organization, authorization, capitalization, title to purchased assets, and finders’ fees, (ii) breaches of any of the representations and warranties by the Company, and (iii) breaches of the covenants or agreements of the Company in the Purchase Agreements. Accordingly, the operating results of its operations in the entities and related business operations sold for March 31, 2021 presented have been reclassified in the condensed consolidated statements of operations as “income from discontinued operations”. Interest expense that is specifically identifiable to debt related to the entities sold qualifies as discontinued operations and is allocated to interest expense from discontinued operations in the Company’s condensed consolidated financial statements. Additionally, the carrying amounts of the assets and liabilities for the entities sold as of December 31, 2021 presented have been reclassified in the condensed consolidated balance sheets. The following table presents the financial results of the discontinued operations: For the Three Months Ended March 31, 2021 Revenue $ 6,460 Costs of revenue (2,240) Sales and marketing (1,341) General and administrative (513) Product development (1,304) Depreciation (61) Amortization (238) Interest expense (1) Interest income 1 Other income 28 Foreign currency exchange loss (380) Income tax expense (91) Net income from discontinued operations $ 320 Cash flow information relating to the discontinued operations for the for the three months ended March 31, 2021 is as follows: For the Three Months Ended March 31, 2021 Operating cash flow data: Depreciation $ 61 Amortization of intangible assets $ 238 Amortization of operating leases — right of use assets $ 85 Provision for deferred income taxes $ (3) Investing cash flow data: Purchases of property and equipment $ (41) |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2022 | |
BALANCE SHEET COMPONENTS | |
BALANCE SHEET COMPONENTS | NOTE 3 — BALANCE SHEET COMPONENTS The components of accounts payable and accrued liabilities are as follows (in thousands): March 31, December 31, 2022 2021 Accounts payable and accrued liabilities: Accounts payable $ 6 $ 83 Accrued compensation and related expenses 1 538 Accrued liabilities 859 631 $ 866 $ 1,252 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2022 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | NOTE 4 — EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period, including common stock issuable under participating securities. Diluted earnings (loss) per share is computed using the weighted average number of shares of common stock outstanding, plus all potentially dilutive common stock equivalents using the treasury stock method. Common stock equivalents consist of stock options and restricted stock. The following is the reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands except per share data): For the Three Months Ended March 31, 2022 2021 Basic earnings (loss) per common share: Net loss from continuing operations $ (540) $ (1,236) Net income from discontinued operations 49 320 Basic weighted average shares outstanding 12,316 12,206 Basic loss per common share from continuing operations $ (0.04) $ (0.10) Basic earnings per common share from discontinued operations $ — $ 0.03 Diluted earnings (loss) per common share: Net loss from continuing operations $ (540) $ (1,236) Net income from discontinued operations 49 320 Weighted average shares outstanding 12,316 12,206 Effect of dilutive securities - options and restricted stock — — Diluted weighted average shares outstanding 12,316 12,206 Diluted loss per common share from continuing operations $ (0.04) $ (0.10) Diluted earnings per common share from discontinued operations $ — $ 0.03 Weighted average options to purchase approximately 0.3 million shares and 0.3 million shares of common stock equivalents for the three months ended March 31, 2022 and 2021, respectively, were excluded from the computation of diluted weighted average shares outstanding because the effect would have been anti-dilutive since their exercise prices were greater than the average market value of our common stock for the period. Earnings per share calculations use basic weighted average shares outstanding, when in a net loss position. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2022 | |
INVESTMENTS | |
INVESTMENTS | NOTE 5 — INVESTMENTS Fixed-Maturity and Equity Securities Investments The difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category, consisted of the following as of March 31, 2022. There were no investments as of December 31, 2021. Unrealized Unrealized Cost Gains Losses Fair Value Equity securities Common stock and common stock options $ 3,504 $ 221 $ (119) $ 3,606 Total equity securities $ 3,504 $ 221 $ (119) $ 3,606 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Fixed-maturity securities Corporate bonds $ 6,514 $ — $ (540) $ 5,974 Total fixed-maturity securities $ 6,514 $ — $ (540) $ 5,974 The Company sold investments for proceeds of $0.5 million for the three months ended March 31, 2022, resulting in realized gains on investments, net of $0.1 million. The Company also had unrealized gains on equity securities, net of $0.1 million for the three months ended March 31, 2022. Maturities of Fixed-Maturity Securities Available-for-Sale The amortized cost and fair values of fixed-maturity securities available for sale as of March 31, 2022 are shown by contractual maturity in the table below. Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Amortized Cost Fair Value Due after one year through three years $ — $ — Due after three years through five years 6,514 5,974 Due after five years through ten years — — Total fixed-maturity securities $ 6,514 $ 5,974 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | NOTE 6 — STOCK-BASED COMPENSATION We recognized $0.2 million and $0.2 million of compensation expense within general and administrative expense in the condensed consolidated statements of operations, with respect to our stock-based compensation plans for the three months ended March 31, 2022 and 2021, respectively. Stock Incentive Plans At March 31, 2022 and December 31, 2021, no shares were available for grant under the 2007 Stock Plan, as amended. At March 31, 2022 and December 31, 2021, 0.1 million options and no restricted shares, and 0.1 million options and restricted shares were issued and outstanding under the 2007 Stock Plan as amended, respectively. At March 31, 2022 and December 31, 2021, there were approximately 0.3 million and 0.6 million shares available for grant under the 2016 Stock Plan, respectively. At March 31, 2022 and December 31, 2021, 0.2 million options and 0.2 million restricted shares and 0.1 million options and no restricted shares were issued and outstanding under the 2016 Stock Plan, respectively. The fair value of restricted shares for stock-based compensation expense is equal to the closing price of our common stock on the date of grant. The restricted shares for stock awards vest in three tranches: the first tranche vests immediately; and the second and third tranches vest over the following two years for senior management and the board of directors. The following is a summary of restricted stock activity under the plans for the three months ended March 31, 2022: Restricted Stock Number of Shares (in thousands) Unvested restricted stock at January 1, 2022 — Add restricted stock granted 225 Less restricted stock vested (75) Less restricted stock forfeited/expired — Unvested restricted stock at March 31, 2022 150 The following is a summary of stock option activity under the plans for the three months ended March 31, 2022: Weighted Average Number of Weighted- Remaining Aggregate Shares Average Contractual Intrinsic Value (in thousands) Exercise Price Term (Years) (in thousands) Options outstanding at January 1, 2022 287 $ 6.11 4.37 $ — Less options forfeited/cancelled (8) 4.11 — — Less options expired — — — — Options outstanding at March 31, 2022 279 $ 6.16 4.24 $ — Options exercisable at March 31, 2022 279 $ 6.16 4.24 $ — There were 225,000 restricted shares and no stock options granted during the three months ended March 31, 2022 and 2021, respectively. The total fair value of restricted shares granted during the three months ended March 31, 2022 and 2021 was $0.4 million and $—, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 7 — INCOME TAXES The income tax provision for the fiscal year ending December 31, 2022 interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, primarily related to unrealized gains. At March 31, 2022 the Company is currently estimating an annual effective tax rate of approximately 9.7%, resulting in a net tax benefit from continuing operations of less than $0.1 million for the three months ended March 31, 2022. The Company recorded a tax benefit of $0.1 million from continuing operations for the three months ended March 31, 2021. For the three months ended March 31, 2022, the Company recorded an income tax benefit of less than $0.1 million from discontinued operations related to an adjustment to the tax liability recorded for the year ended December 31, 2021, and less than $0.1 million tax expense from discontinued operations for the three months ended March 31, 2021. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to various factors. The Company and its subsidiaries are subject to U.S. Federal income tax, as well as income tax of multiple state jurisdictions. As of March 31, 2022, the Company is subject to U.S. Federal income tax examinations for the years 2018 through 2020 and income tax examinations from various other jurisdictions for the years 2016 through 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 — COMMITMENTS AND CONTINGENCIES (a) Under ASC 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of facilities with remaining lease terms of less than one year. We lease office and operating facilities under non-cancelable operating leases. Current facility leases include our offices in Englewood, Colorado and New York, New York. Total rent expense consisted of short-term lease expense of less than $0.1 million for the three months ended March 31, 2022 and 2021, respectively. There was no sublease rental income for the three months ended March 31, 2022 and 2021. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet. We did not have leases that had terms of greater than 12 months as of March 31, 2022 and December 31, 2021. (b) As permitted under Delaware law, we have agreements with officers and directors under which we agree to indemnify them for certain events or occurrences while the officer or director is, or was, serving at our request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments we could be required to make under these indemnification agreements; however, we maintain Director and Officer insurance policies, as well as an Employment Practices Liability Insurance Policy, that may enable us to recover a portion of any amounts paid. As a result of our insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of March 31, 2022 or December 31, 2021. We enter into standard indemnification terms with outside consultants, in the course of business, for third party claims arising under our contracts. Depending upon the nature of the indemnification, the potential amount of future payments we could be required to make under these indemnification agreements may be unlimited. We have never incurred costs to defend lawsuits or settle claims relating to an indemnification. As a result, we believe the estimated fair value of these agreements is minimal. Accordingly, there were no liabilities recorded for these agreements as of March 31, 2022 or December 31, 2021. Management Agreement with CIDM II LLC On January 21, 2022, the Company entered into a Management Agreement (the “Management Agreement”) with CIDM II LLC (the “Manager”). Pursuant to the Management Agreement, the Manager will, subject to the Company’s Board of Directors (“Board”) and the Investment Committee of the Board, (i) provide the Company with advisory services with respect to the management and allocation of investments in equity and debt securities (“Assets”) of the Company and its subsidiaries and (ii) exercise discretionary management authority over the Company’s trading portfolio of publicly traded securities. The Manager will receive compensation for performance under the Management Agreement consisting of a management fee of 2% of the fair market value of the Assets and a performance fee in respect of each performance period shall be equal to 20% of the appreciation of end-of-year net asset value. The management fee and performance fee may be paid through the issuance of stock appreciation rights of the Company’s common stock or in cash payment to the Manager. The Manager is also entitled to payment or reimbursement of certain administrative costs and expenses incurred in connection with the management of the Assets, such as custodial fees, brokerage commissions and similar fees and expenses. The Manager shall be responsible for all of its operating expenses. The Management Agreement may be terminated by either party upon thirty days written notice. No stock appreciation rights have been awarded in the three months ended March 31, 2022. (c) From time to time, we are involved in various legal matters arising in the normal course of business. We do not expect the outcome of such proceedings, either individually or in the aggregate, to have a material effect on our financial position, cash flows or results of operations. On October 15, 2019, the Company’s former Chief Executive Officer filed a lawsuit in the Superior Court of New Jersey against us. That suit sought $3.5 million for claims of libel, harm of lost employment opportunities, severance payments and benefits that he would have been entitled to receive had he been terminated without cause. The Company engaged legal counsel through its insurance carrier. The Company decided that it was prudent to avoid further legal fees and disruption to the business caused by an on-going litigation claim. Therefore, to resolve amicably and discontinue disputes regarding all claims arising from the lawsuit and with the denial of every allegation of wrongdoing, in June 2021, a settlement and mutual general release was agreed to that included payment of $0.6 million by the Company. Our insurance carrier has agreed to contribute $0.3 million toward the settlement. Settlement was paid in full in July 2021 and is included in Other (expense) income, net, on the unaudited condensed consolidated statement of operations for the three months ended March 31, 2021. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization | Organization Results of the sold subsidiaries are retrospectively reported as discontinued operations in the accompanying condensed consolidated financial statements for all periods presented. Prior year information has been adjusted to conform to the current year presentation. Unless otherwise stated, the information disclosed in the footnotes accompanying the condensed consolidated financial statements refers to continuing operations. See Note 2 “Discontinued Operations” for more information regarding results from discontinued operations. Simultaneously with the approval by the board of directors of the Company to execute the Purchase Agreements, the board formed a subcommittee of the board (the “Investment Committee”) to evaluate options to maximize the value of the Company’s assets, which, following the closing of the transactions contemplated under the Purchase Agreements, consists primarily of cash and cash equivalents. The board of directors has authorized the Investment Committee to retain such counsel, experts, consultants or other professionals as the Investment Committee shall deem appropriate from time to time to aid the Investment Committee in the performance of its duties. The Company’s directors and executives have an extensive background in mergers and acquisitions (“M&A”) activity. The Company plans to use its cash assets and network of relationships to seek to acquire businesses and/or assets as well as consider strategic partners. Following the sale of its assets in December 2021, the Company is currently a research and development organization with two initial areas of product focus, each of which are in a research-oriented pre-release mode. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. Evolving Systems previously provided software solutions and services throughout the world. The COVID-19 global outbreak caused instability and volatility in multiple markets where our clients conduct business. We leveraged our ability to provide support remotely resulting in limited effect on our day to day operations. The inability to travel had delayed interactions with our clients on projects and in the traditional modes of sales development as well as limited our interactions with prospective M&A targets. On December 9, 2021, the Company received a letter from the NASDAQ regarding the Equity Purchase Agreement and the two Software Purchase Agreements entered into by the Company pursuant to which we sold all of our assets. The NASDAQ staff requested certain information from the Company regarding its on-going business. We provided a response to the staff on January 7, 2022. We received a follow up request from the NASDAQ for additional information and we provided a response to the staff on February 15, 2022. On April 12, 2022, Evolving Systems, Inc. filed with the Secretary of State of Delaware Certificate of Amendment to amend its Certificate of Incorporation to change the Company’s name from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” effective as of April 12, 2022. The Company also amended and restated its Bylaws to change all Company references from “Evolving Systems, Inc.” to “Symbolic Logic, Inc.” No other amendments were made to the Certificate of Incorporation or Bylaws. On April 13, 2022, Symbolic Logic, Inc. f/k/a Evolving Systems, Inc. notified The Nasdaq Capital Market (“Nasdaq”) of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the “Common Stock”), from listing on Nasdaq. The Company filed a Form 25 with the Securities and Exchange Commission (the “SEC”) on Monday, April 25, 2022, relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market. We believe our current liquidity from our investments and future operations will be sufficient to fund operations and meet the Company’s cash needs for future working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. In making this assessment, we considered our $28.1 |
Interim Condensed Consolidated Financial Statements | Interim Condensed Consolidated Financial Statements |
Use of Estimates | Use of Estimates |
Principles of Consolidation | Principles of Consolidation |
Stock-based Compensation | Stock-based Compensation |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures, requires certain disclosures around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: ● Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities; ● Level 2 — Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and ● Level 3 — Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which include the use of management estimates. Our investment portfolio consists of money market funds, equity securities, and corporate debt. All highly liquid investments with original maturities of three months or less when purchased are considered to be cash equivalents. All cash equivalents are carried at cost less any unamortized premium or discount, which approximates fair value. All investments with original maturities of more than three months when purchased are classified as available-for-sale, trading, or held-to-maturity investments. Our marketable securities, other than equity securities, are classified as available-for-sale, and are reported at fair value, with unrealized gains and losses, net of tax, reported in the accompanying condensed consolidated balance sheets in stockholders’ equity as a component of accumulated other comprehensive income or loss. Investments in equity securities with readily determinable fair values (marketable) are measured at fair value, with changes in the fair value recognized as a component of unrealized gain on equity securities, net in the condensed consolidated statements of operations. Investments in equity investments that do not have readily determinable fair values (non-marketable) are accounted for at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer, also referred to as the measurement alternative. Any adjustments to the carrying value of these investments are recorded in unrealized gain on equity securities, net in the condensed consolidated statements of operations. Interest on securities is reported in the accompanying condensed consolidated statements of operations in interest income. Dividends paid by securities are reported in the accompanying condensed consolidated statements of operations in other income. Realized gains or losses are reported in the accompanying condensed consolidated statements of operations in net realized gain on investments. Realized gains or losses on available-for-sale investments are reclassified from other comprehensive income (loss) to net income (loss) in the condensed consolidated statements of operations. The following table presents the fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis: Fair value at March 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 22,002 $ 22,002 $ — $ — Cash and cash equivalents $ 22,002 $ 22,002 $ — $ — Common stock and common stock options $ 3,606 $ 3,606 $ — $ — Equity investments $ 3,606 3,606 $ — $ — Corporate bonds $ 5,974 $ — $ 5,974 $ — Available-for-sale investments $ 5,974 $ — $ 5,974 $ — |
Income Taxes | Income Taxes We use a recognition threshold and a measurement attribute for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. |
Recently Adopted And Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements. |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Summary of fair value hierarchy for those assets and liabilities the Company measured at fair value on a recurring basis | Fair value at March 31, 2022 Total Level 1 Level 2 Level 3 Money market funds $ 22,002 $ 22,002 $ — $ — Cash and cash equivalents $ 22,002 $ 22,002 $ — $ — Common stock and common stock options $ 3,606 $ 3,606 $ — $ — Equity investments $ 3,606 3,606 $ — $ — Corporate bonds $ 5,974 $ — $ 5,974 $ — Available-for-sale investments $ 5,974 $ — $ 5,974 $ — |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
DISCONTINUED OPERATIONS | |
Summary of financial results of the discontinued operations | For the Three Months Ended March 31, 2021 Revenue $ 6,460 Costs of revenue (2,240) Sales and marketing (1,341) General and administrative (513) Product development (1,304) Depreciation (61) Amortization (238) Interest expense (1) Interest income 1 Other income 28 Foreign currency exchange loss (380) Income tax expense (91) Net income from discontinued operations $ 320 |
Summary of cash flow information relating to the discontinued operations | For the Three Months Ended March 31, 2021 Operating cash flow data: Depreciation $ 61 Amortization of intangible assets $ 238 Amortization of operating leases — right of use assets $ 85 Provision for deferred income taxes $ (3) Investing cash flow data: Purchases of property and equipment $ (41) |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
BALANCE SHEET COMPONENTS | |
Accounts Payable And Accrued Liabilities | The components of accounts payable and accrued liabilities are as follows (in thousands): March 31, December 31, 2022 2021 Accounts payable and accrued liabilities: Accounts payable $ 6 $ 83 Accrued compensation and related expenses 1 538 Accrued liabilities 859 631 $ 866 $ 1,252 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
EARNINGS (LOSS) PER SHARE | |
Summary Of Basic And Diluted Earnings Per Share | The following is the reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (in thousands except per share data): For the Three Months Ended March 31, 2022 2021 Basic earnings (loss) per common share: Net loss from continuing operations $ (540) $ (1,236) Net income from discontinued operations 49 320 Basic weighted average shares outstanding 12,316 12,206 Basic loss per common share from continuing operations $ (0.04) $ (0.10) Basic earnings per common share from discontinued operations $ — $ 0.03 Diluted earnings (loss) per common share: Net loss from continuing operations $ (540) $ (1,236) Net income from discontinued operations 49 320 Weighted average shares outstanding 12,316 12,206 Effect of dilutive securities - options and restricted stock — — Diluted weighted average shares outstanding 12,316 12,206 Diluted loss per common share from continuing operations $ (0.04) $ (0.10) Diluted earnings per common share from discontinued operations $ — $ 0.03 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
INVESTMENTS | |
Schedule of difference between amortized cost or cost and estimated fair value and gross unrealized gains and losses, by major investment category | Unrealized Unrealized Cost Gains Losses Fair Value Equity securities Common stock and common stock options $ 3,504 $ 221 $ (119) $ 3,606 Total equity securities $ 3,504 $ 221 $ (119) $ 3,606 Unrealized Unrealized Amortized Cost Gains Losses Fair Value Fixed-maturity securities Corporate bonds $ 6,514 $ — $ (540) $ 5,974 Total fixed-maturity securities $ 6,514 $ — $ (540) $ 5,974 |
Schedule of amortized cost and fair values of fixed-maturity securities available for sale | Amortized Cost Fair Value Due after one year through three years $ — $ — Due after three years through five years 6,514 5,974 Due after five years through ten years — — Total fixed-maturity securities $ 6,514 $ 5,974 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Summary Of Restricted Stock Activity | Restricted Stock Number of Shares (in thousands) Unvested restricted stock at January 1, 2022 — Add restricted stock granted 225 Less restricted stock vested (75) Less restricted stock forfeited/expired — Unvested restricted stock at March 31, 2022 150 |
Summary Of Stock Option Activity | Weighted Average Number of Weighted- Remaining Aggregate Shares Average Contractual Intrinsic Value (in thousands) Exercise Price Term (Years) (in thousands) Options outstanding at January 1, 2022 287 $ 6.11 4.37 $ — Less options forfeited/cancelled (8) 4.11 — — Less options expired — — — — Options outstanding at March 31, 2022 279 $ 6.16 4.24 $ — Options exercisable at March 31, 2022 279 $ 6.16 4.24 $ — |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)agreement$ / shares | Apr. 13, 2022$ / shares | Mar. 31, 2022$ / shares | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Common stock, par value | $ / shares | $ 0.001 | ||
Disposed by sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Number of software purchase agreements | agreement | 2 | ||
Aggregate purchase price | $ 40,000,000 | ||
Cash proceeds | 36,032,899 | ||
Additional consideration placed in escrow | $ 2,500,000 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 28,111,000 | $ 39,445,000 |
Working Capital | 30,900,000 | |
Assets | ||
Fixed maturity securities, available-for-sale, fair value | 5,974,000 | $ 0 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,002 | |
Assets | ||
Equity investments | 3,606 | |
Fixed maturity securities, available-for-sale, fair value | 5,974 | |
Recurring | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,002 | |
Recurring | Common stock and common stock options | ||
Assets | ||
Equity investments | 3,606 | |
Recurring | Corporate bonds | ||
Assets | ||
Fixed maturity securities, available-for-sale, fair value | 5,974 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,002 | |
Assets | ||
Equity investments | 3,606 | |
Fixed maturity securities, available-for-sale, fair value | 0 | |
Recurring | Level 1 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,002 | |
Recurring | Level 1 | Common stock and common stock options | ||
Assets | ||
Equity investments | 3,606 | |
Recurring | Level 1 | Corporate bonds | ||
Assets | ||
Fixed maturity securities, available-for-sale, fair value | 0 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Assets | ||
Equity investments | 0 | |
Fixed maturity securities, available-for-sale, fair value | 5,974 | |
Recurring | Level 2 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Recurring | Level 2 | Common stock and common stock options | ||
Assets | ||
Equity investments | 0 | |
Recurring | Level 2 | Corporate bonds | ||
Assets | ||
Fixed maturity securities, available-for-sale, fair value | 5,974 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Assets | ||
Equity investments | 0 | |
Fixed maturity securities, available-for-sale, fair value | 0 | |
Recurring | Level 3 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Recurring | Level 3 | Common stock and common stock options | ||
Assets | ||
Equity investments | 0 | |
Recurring | Level 3 | Corporate bonds | ||
Assets | ||
Fixed maturity securities, available-for-sale, fair value | $ 0 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Disposed by sale | 12 Months Ended |
Dec. 31, 2021USD ($)agreement | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Number of software purchase agreements | agreement | 2 |
Aggregate purchase price | $ 40,000,000 |
Aggregate purchase price payable in cash | 37,500,000 |
Additional consideration placed in escrow | 2,500,000 |
Cash proceeds | $ 36,032,899 |
DISCONTINUED OPERATIONS - Finan
DISCONTINUED OPERATIONS - Financial results of the discontinued operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Financial results of the discontinued operations | ||
Income tax expense | $ 49 | $ (91) |
Net income from discontinued operations | $ 49 | 320 |
Disposed by sale | ||
Financial results of the discontinued operations | ||
Revenue | 6,460 | |
Costs of revenue | (2,240) | |
Sales and marketing | (1,341) | |
General and administrative | (513) | |
Product development | (1,304) | |
Depreciation | (61) | |
Amortization | (238) | |
Interest expense | (1) | |
Interest income | 1 | |
Other income | 28 | |
Foreign currency exchange loss | (380) | |
Income tax expense | (91) | |
Net income from discontinued operations | $ 320 |
DISCONTINUED OPERATIONS - Non c
DISCONTINUED OPERATIONS - Non cash items and capital expenditures for the discontinued operations (Details) - Disposed by sale $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Operating cash flow data: | |
Depreciation | $ 61 |
Amortization of intangible assets | 238 |
Amortization of operating leases - right of use assets | 85 |
Provision for deferred income taxes | (3) |
Investing cash flow data: | |
Purchases of property and equipment | $ (41) |
BALANCE SHEET COMPONENTS - Acco
BALANCE SHEET COMPONENTS - Accounts Payable And Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
BALANCE SHEET COMPONENTS | ||
Accounts payable | $ 6 | $ 83 |
Accrued compensation and related expenses | 1 | 538 |
Accrued liabilities | 859 | 631 |
Total accounts payable and accrued liabilities | $ 866 | $ 1,252 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair value of restricted share granted | $ 0.4 | |
Common Stock | ||
Shares excluded from the dilutive stock calculation | 0.3 | 0.3 |
EARNINGS (LOSS) PER SHARE - Sum
EARNINGS (LOSS) PER SHARE - Summary Of Basic And Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic earnings per common share: | ||
Net loss from continuing operations | $ (540) | $ (1,236) |
Net income from discontinued operations | (540) | (1,236) |
Net income from discontinued operations | $ 49 | $ 320 |
Weighted average basic shares outstanding | 12,316 | 12,206 |
Basic loss per common share from continuing operations | $ (0.04) | $ (0.10) |
Basic earnings per common share from discontinued operations | $ 0 | $ 0.03 |
Diluted earnings per common share: | ||
Net loss from continuing operations | $ (540) | $ (1,236) |
Net income from discontinued operations | $ 49 | $ 320 |
Weighted average shares outstanding | 12,316 | 12,206 |
Effect of dilutive securities - options and restricted stock | 0 | 0 |
Diluted weighted average shares outstanding | 12,316 | 12,206 |
Diluted loss per common share from continuing operations | $ (0.04) | $ (0.10) |
Diluted earnings per common share from discontinued operations | $ 0 | $ 0.03 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Fair Value | $ 5,974,000 | $ 0 |
Equity securities | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Cost | 3,504 | |
Unrealized Gains | 221 | |
Unrealized losses | (119) | |
Fair Value | 3,606 | |
Fixed-maturity securities | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized Cost | 6,514 | |
Unrealized Gains | 0 | |
Unrealized losses | (540) | |
Fair Value | 5,974 | |
Common stock and common stock options | Equity securities | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Cost | 3,504 | |
Unrealized Gains | 221 | |
Unrealized losses | (119) | |
Fair Value | 3,606 | |
Corporate bonds | Fixed-maturity securities | ||
Debt Securities, Available-for-Sale, Fair Value to Amortized Cost, after Allowance for Credit Loss [Abstract] | ||
Amortized Cost | 6,514 | |
Unrealized Gains | 0 | |
Unrealized losses | (540) | |
Fair Value | $ 5,974 |
INVESTMENTS - Maturities of Fix
INVESTMENTS - Maturities of Fixed-Maturity Securities Available-for-Sale (Details) | Mar. 31, 2022USD ($) |
Amortised Cost | |
Due after one year through three years | $ 0 |
Due after three years through five years | 6,514 |
Due after five years through ten years | 0 |
Total fixed-maturity securities | 6,514 |
Fair Value | |
Due after one year through three years | 0 |
Due after three years through five years | 5,974 |
Due after five years through ten years | 0 |
Total fixed-maturity securities | $ 5,974 |
INVESTMENTS - Narrative (Detail
INVESTMENTS - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
INVESTMENTS | ||
Investments | $ 0 | |
Proceeds from sale of investments | $ 500,000 | |
Realized gains on sale of investments, net | 100,000 | |
Unrealized gains (loss) on equity securities, net | $ 100,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 0 | 0 | |
Number of shares restricted stock | $ 0.4 | ||
Number of restricted shares | 225,000 | 225,000 | |
General And Administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 0.2 | $ 0.2 | |
2007 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant | 0 | 0 | |
Shares issued and outstanding | 100,000 | 100,000 | |
2016 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant | 300,000 | 600,000 | |
Option [Member] | 2016 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued and outstanding | 200,000 | ||
Restricted shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted shares | 150,000 | 0 | |
Restricted shares | 2007 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted shares | 0 | ||
Restricted shares | 2016 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued and outstanding | 100,000 | ||
Number of restricted shares | 200,000 | 0 | |
Senior Management [Member] | 2016 Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 2 years |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summary Of Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Unvested restricted stock, ending | 225,000 |
Restricted shares | |
Unvested restricted stock, beginning | 0 |
Add restricted stock granted | 225,000 |
Less restricted stock vested | (75,000) |
Less restricted stock forfeited/expired | 0 |
Unvested restricted stock, ending | 150,000 |
STOCK-BASED COMPENSATION - Su_2
STOCK-BASED COMPENSATION - Summary Of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |||
Number of Shares, Options outstanding at beginning | 287,000 | ||
Number of Shares, Less options forfeited/cancelled | (8,000) | ||
Number of Shares, Less options expired | 0 | ||
Number of Shares, Options outstanding at ending | 279,000 | 287,000 | |
Number of Shares, Options exercisable at March 31, 2022 | 279,000 | ||
Weighted-Average Exercise Price, Options outstanding at beginning | $ 6.11 | ||
Weighted-Average Exercise Price, Less options forfeited/cancelled | 4.11 | ||
Weighted-Average Exercise Price, Less options expired | 0 | ||
Weighted-Average Exercise Price, Options outstanding at ending | 6.16 | $ 6.11 | |
Weighted-Average Exercise Price, Options exercisable at March 31, 2022 | $ 6.16 | ||
Weighted-Average Remaining Contractual Term (Years), Options outstanding | 4 years 2 months 26 days | 4 years 4 months 13 days | |
Weighted-Average Remaining Contractual Term (Years), Options exercisable at March 31, 2022 | 4 years 2 months 26 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Annual effective tax rate | 9.70% | ||
Income tax benefit expense | $ (59) | $ (16) | |
Income tax (benefit) expense from discontinued operations | (49) | 91 | |
Maximum [Member] | |||
Income tax benefit expense | $ 100 | ||
Income tax (benefit) expense from discontinued operations | $ 100 | $ 100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Oct. 15, 2019 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
Other Commitments [Line Items] | |||||
Remaining lease terms | 1 year | ||||
Short-term lease expense | $ 0.1 | $ 0.1 | |||
Sublease rental income | 0 | $ 0 | |||
Liabilities | $ 0 | $ 0 | |||
Litigation, amount seeking | $ 3.5 | ||||
Litigation settlement and mutual general release, amount agreed to pay to the other party | $ 0.6 | ||||
Litigation settlement, paid by insurance carrier | $ 0.3 | ||||
Management fee | 2.00% | ||||
Assets and performance fee | 20.00% | ||||
Stock Appreciation Rights (SARs) | |||||
Other Commitments [Line Items] | |||||
Stock appreciation rights | 0 |