Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | CLEARONE INC | |
Entity Central Index Key | 0000840715 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 23,955,767 | |
Entity Shell Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.001 | |
Trading Symbol | CLRO | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-33660 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5225 Wiley Post Way, Suite 500 | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84116 | |
Entity Tax Identification Number | 87-0398877 | |
City Area Code | (801) | |
Local Phone Number | 975-7200 | |
Document Quarterly Report | true | |
Document Transition Report | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 59,006 | $ 984 |
Legal settlement receivable | 0 | 55,000 |
Receivables, net of allowance of $326 | 3,541 | 3,603 |
Inventories, net | 8,395 | 8,961 |
Income tax receivable | 0 | 1,071 |
Prepaid expenses and other assets | 3,635 | 7,808 |
Total current assets | 74,577 | 77,427 |
Long-term inventories, net | 2,885 | 2,707 |
Property and equipment, net | 356 | 383 |
Operating lease - right of use assets, net | 1,259 | 1,047 |
Intangibles, net | 1,995 | 2,071 |
Other assets | 112 | 115 |
Total assets | 81,184 | 83,750 |
Current liabilities: | ||
Accounts payable | 1,820 | 1,284 |
Accrued liabilities | 2,454 | 3,041 |
Deferred product revenue | 71 | 63 |
Short-term debt | 1,556 | 3,732 |
Total current liabilities | 5,901 | 8,120 |
Operating lease liability, net of current | 949 | 492 |
Other long-term liabilities | 1,008 | 1,008 |
Total liabilities | 7,858 | 9,620 |
Shareholders' equity: | ||
Common stock, par value $0.001, 50,000,000 shares authorized, 23,955,767 shares issued and outstanding | 24 | 24 |
Additional paid-in capital | 74,933 | 74,910 |
Accumulated other comprehensive loss | (283) | (288) |
Accumulated deficit | (1,348) | (516) |
Total shareholders' equity | 73,326 | 74,130 |
Total liabilities and shareholders' equity | $ 81,184 | $ 83,750 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 326 | $ 326 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 23,955,767 | 23,955,767 |
Common stock, shares outstanding (in shares) | 23,955,767 | 23,955,767 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 4,178 | $ 7,545 |
Cost of goods sold | 2,863 | 4,729 |
Gross profit | 1,315 | 2,816 |
Operating expenses: | ||
Sales and marketing | 1,192 | 1,560 |
Research and product development | 1,043 | 1,353 |
General and administrative | 1,269 | 1,756 |
Total operating expenses | 3,504 | 4,669 |
Operating loss | (2,189) | (1,853) |
Interest expense | (292) | (101) |
Other income, net | 1,666 | 3 |
Loss before income taxes | (815) | (1,951) |
Provision for income taxes | 17 | 16 |
Net loss | $ (832) | $ (1,967) |
Basic weighted average shares outstanding (in shares) | 23,955,767 | 23,897,305 |
Diluted weighted average shares outstanding (in shares) | 23,955,767 | 23,897,305 |
Basic loss per share (in dollars per share) | $ (0.03) | $ (0.08) |
Diluted loss per share (in dollars per share) | $ (0.03) | $ (0.08) |
Comprehensive loss: | ||
Net loss | $ (832) | $ (1,967) |
Unrealized loss on available-for-sale securities, net of tax | 0 | (28) |
Change in foreign currency translation adjustment | 5 | (11) |
Comprehensive loss | $ (827) | $ (2,006) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (832) | $ (1,967) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 221 | 794 |
Amortization of right-of-use assets | 129 | 154 |
Share-based compensation expense | 23 | 36 |
Change of inventory to net realizable value | 23 | 0 |
Gain from disposal of assets | (8) | 0 |
Changes in operating assets and liabilities: | ||
Receivables | 62 | (86) |
Legal settlement receivable | 55,000 | 0 |
Inventories | 365 | 525 |
Prepaid expenses and other assets | 4,176 | 651 |
Accounts payable | 536 | (1,263) |
Accrued liabilities | (551) | 286 |
Income taxes receivable | 1,293 | (5) |
Deferred product revenue | 8 | (8) |
Operating lease liabilities | (124) | (160) |
Net cash provided by (used in) operating activities | 60,321 | (1,043) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (27) | (8) |
Purchase of intangibles | (42) | (70) |
Capitalized patent defense costs | 0 | (189) |
Proceeds from maturities and sales of marketable securities | 0 | 2,042 |
Net cash provided by (used in) investing activities | (69) | 1,775 |
Cash flows from financing activities: | ||
Net proceeds from equity-based compensation programs | 0 | 2 |
Principal payments of debt | (2,225) | (370) |
Net cash used in financing activities | (2,225) | (368) |
Effect of exchange rate changes on cash and cash equivalents | 4 | (13) |
Net increase in cash and cash equivalents | 58,031 | 351 |
Cash and cash equivalents at the beginning of the period | 986 | 1,071 |
Cash and cash equivalents at the end of the period | 59,017 | 1,422 |
Supplemental cash flow activities: | ||
Cash paid for income taxes | 18 | 26 |
Cash paid for interest | $ 231 | $ 51 |
Business Description, Basis of
Business Description, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Business Description, Basis of Presentation and Significant Accounting Policies | |
Business Description, Basis of Presentation and Significant Accounting Policies | 1 Business Description: ClearOne, Inc., together with its subsidiaries (collectively, “ClearOne” or the “Company”), is a global market leader enabling conferencing, collaboration, and AV streaming solutions for voice and visual communications. The performance and simplicity of our advanced, comprehensive solutions offer unprecedented levels of functionality, reliability and scalability. Basis of Presentation: The fiscal year for ClearOne is the twelve months ending on December 31. The condensed consolidated financial statements include the accounts of ClearOne and its subsidiaries. All significant inter-company accounts and transactions have been eliminated. These accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not audited. Certain information and footnote disclosures that are usually included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been either condensed or omitted in accordance with SEC rules and regulations. The accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of March 31, 2023 and December 31, 2022, the results of operations for the three months ended March 31, 2023 months ended March 31, 2023 three months ended March 31, 2023 are not necessarily indicative of the results for a full-year period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. Significant Accounting Policies: The significant accounting policies were described in Note 1 to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. There have been no changes to these policies during the quarter ended March 31, 2023 that are of significance or potential significance to the Company. Recent accounting pronouncements: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. CECL estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the standard in its first quarter of 2023. There was no material impact on the results of operations. The Company has determined that recently issued accounting standards, other than the above discussed, material impact on its consolidated financial position, results of operations or cash flows. Liquidity: As of as of $ 68,676 as of for the an increase of $61,364 of cash used in operating activities for the one will be paid on May 31, 2023 and The Company believes that the Company's core strategies of product innovation and prudent cost management will bring the company back to profitability in the future. The Company believes, although there can be no assurance, that the current cash position and all of these measures and effective management of working capital, will provide the liquidity needed to meet our operating needs through at least If the Company needs additional capital and is unable to secure financing, it may be required to further reduce expenses, or delay product development and enhancement. |
Revenue Information
Revenue Information | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Information | |
Revenue Information | 2. Revenue Information The following table disaggregates the Company’s revenue into primary product groups: Three months ended March 31, 2023 2022 Audio conferencing $ 2,329 $ 3,176 Microphones 1,195 2,928 Video products 654 1,441 $ 4,178 $ 7,545 The following table disaggregates the Company’s revenue into major regions: Three months ended March 31, 2023 2022 North and South America $ 1,570 $ 3,776 Asia Pacific (includes Middle East, India and Australia) 1,696 2,074 Europe and Africa 912 1,695 $ 4,178 $ 7,545 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share | |
Loss Per Share | 3 Loss per common share is computed based on the weighted-average number of common shares outstanding and, when appropriate, dilutive potential common stock outstanding during the period. Stock options, warrants and the convertible portion of senior convertible notes are considered to be potential common stock. The computation of diluted earnings (loss) per share does not assume exercise or conversion of securities that would have an anti-dilutive effect. Basic earnings (loss) per common share is the amount of net earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period. Diluted earnings (loss) per common share is the amount of earnings (loss) for the period available to each weighted-average share of common stock outstanding during the reporting period and to each share of potential common stock outstanding during the period, unless inclusion of potential common stock would have an anti-dilutive effect. The following table sets forth the computation of basic and diluted earnings (loss) per common share: Three months ended March 31, 2023 2022 Numerator: Net loss $ (832 ) $ (1,967 ) Denominator: Basic weighted average shares outstanding 23,955,767 23,897,305 Dilutive common stock equivalents using treasury stock method — — Diluted weighted average shares outstanding 23,955,767 23,897,305 Basic loss per common share $ (0.03 ) $ (0.08 ) Diluted loss per common share $ (0.03 ) $ (0.08 ) Weighted average options, warrants and convertible portion of senior convertible notes outstanding 6,368,420 7,062,673 Anti-dilutive options, warrants and convertible portion of senior convertible notes not included in the computation 6,368,420 7,062,673 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Intangible Assets | 4 Intangible assets as of March 31, 2023 and December 31, 2022 consisted of the following: Estimated useful lives (years) March 31, 2023 December 31, 2022 Tradename 5 to 7 $ 555 $ 555 Patents and technological know-how 10 to 20 7,094 7,053 Proprietary software 3 to 15 2,981 2,981 Other 3 to 5 323 323 Total intangible assets 10,953 10,912 Accumulated amortization (8,958 ) (8,841 ) Total intangible assets, net $ 1,995 $ 2,071 The amortization of intangible assets for the three months ended March 31, 2023 and 2022 was as follows: Three months ended March 31, 2023 2022 Amortization of intangible assets $ 118 $ 670 The estimated future amortization expense of intangible assets is as follows: Years ending December 31, Amount 2023 (Remainder) $ 398 2024 253 2025 192 2026 191 2027 61 Thereafter 900 Total $ 1,995 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Inventories | 5 Inventories, net of reserves, as of March 31, 2023 and December 31, 2022 consisted of the following: March 31, 2023 December 31, 2022 Current: Raw materials $ 4,552 $ 4,499 Finished goods 3,843 4,462 $ 8,395 $ 8,961 Long-term: Raw materials $ 928 $ 1,068 Finished goods 1,957 1,639 $ 2,885 $ 2,707 Long-term inventory represents inventory held in excess of our current (next 12 months) requirements based on our recent sales and forecasted level of sales. We expect to sell the above inventory, net of reserves, at or above the stated cost and believe that no loss will be incurred on its sale, although there can be no assurance of the timing or amount of any sales. Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory for three months ended March 31, 2023 and 2022 was as follows: Three months ended March 31, 2023 2022 Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory $ 23 $ — |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | 6 Rent expense is recognized on a straight-line basis over the period of the lease taking into account future rent escalation and holiday periods. Rent expense for three months ended March 31, 2023 and 2022 was as follows: Three months ended March 31, 2023 2022 Rent expense $ 149 $ 179 The Company occup ies a 1,350 square-foot facility in Gainesville, Florida under the terms of an operating lease expiring in F . The Gainesville facility is used primarily to support the Company's research and development activities. The Company 9,402 The facility supports the Company's The Company occupies a 6,175 s the Company's The Company occupies a 40,000 Supplemental cash flow information related to leases was as follows: Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (151 ) $ (183 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 758 $ — Supplemental balance sheet information related to leases was as follows: March 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 1,259 $ 1,047 Current portion of operating lease liabilities, included in accrued liabilities $ 382 $ 641 Operating lease liabilities, net of current portion 949 492 Total operating lease liabilities $ 1,331 $ 1,133 Weighted average remaining lease term for operating leases (in years) 4 2.12 Weighted average discount rate for operating leases 6.37 % 5.93 % The following represents maturities of operating lease liabilities as of March 31, 2023: Years ending December 31, 2023 (Remainder) $ 341 2024 439 2025 272 2026 210 2027 216 Thereafter 37 Total lease payments 1,515 Less: Imputed interest (184 ) Total $ 1,331 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity | |
Shareholders' Equity | 7 Three months ended March 31, 2023 2022 Common stock and additional paid-in capital Balance, beginning of period $ 74,934 $ 72,818 Issuance of common stock and warrants, net — 2,000 Share-based compensation expense 22 35 Proceeds from employee stock purchase plan 1 2 Balance, end of period $ 74,957 $ 74,855 Accumulated other comprehensive loss Balance, beginning of period $ (288 ) $ (241 ) Unrealized loss on available-for-sale securities, net of tax — (28 ) Foreign currency translation adjustment 5 (11 ) Balance, end of period $ (283 ) $ (280 ) Accumulated deficit Balance, beginning of period $ (516 ) $ (21,072 ) Net loss (832 ) (1,967 ) Balance, end of period $ (1,348 ) $ (23,039 ) Total shareholders' equity $ 73,326 $ 51,536 Issue of Common Stock and Warrants On September 12, 2021, the Company entered into a securities purchase agreement with certain purchasers named therein, pursuant to which the Company issued 3,623,189 shares of the Company's common stock, par value $0.001 per share at an offering price of $2.76 per share. The Company received gross proceeds of approximately $10,000 and net proceeds of $9,288 after deducting placement agent fees and related offering expenses. In a concurring private placement the Company also issued to the same purchasers warrants exercisable for an aggregate of 3,623,189 shares of common stock at an exercise price of $2.76 per share. Each warrant became immediately exercisable and will expire on March 15, 2027. On January 4, 2022, the Company entered into a Securities Purchase Agreement with Edward D. Bagley, an affiliate of the Company, pursuant to which the Company agreed to issue and sell, in a private placement 1,538,461 0.001 1.30 2,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt | |
Debt | 8. Debt Senior Convertible Notes and Warrants On December 17, 2019, the Company completed the issuance and sale of $3,000 aggregate principal amount of secured convertible notes of the Company (the “Notes”) and warrants (the “Warrants”) to purchase 340,909 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”), in a private placement transaction. The Notes and Warrants were issued and sold to Edward D. Bagley, an affiliate of the Company, on the terms and conditions of a Note Purchase Agreement dated December 8, 2019 between the Company, certain subsidiary guarantors of the Company, and Mr. Bagley. Mr. Bagley was the beneficial owner of approximately 46.6% of the Company’s issued and outstanding shares of Common Stock at the time that the Notes and Warrants were issued to him. The Notes will mature on December 17, 2023 (the “Maturity Date”) and will accrue interest at a variable rate adjusted on a quarterly basis and equal to two and one-half percent (2.5%) over the greater of (x) five and one-quarter percent (5.25%) and (y) the Prime Rate as published in the Wall Street Journal (New York edition) as of the beginning of such calendar quarter. The Notes may be converted into shares of the Company’s Common Stock at any time at the election of Mr. Bagley at an initial conversion price of $2.11 per share (the “Conversion Price”), or 120% of the closing price of the Common Stock on December 6, 2019 as reported on the Nasdaq Capital Market. Also, the Company can cause a mandatory conversion of the Notes if the volume weighted average closing price of the Common Stock over 90 consecutive trading days exceeds 200% of the Conversion Price. In addition, the Notes may be redeemed by the Company for cash at any time after December 17, 2020 upon payment of the outstanding principal balance of the Notes and any unpaid and accrued interest. The Company also is required to redeem the Notes upon the occurrence of a change in control of the Company. The Warrants have an initial exercise price equal to $1.76, the closing price of the Common Stock on December 6, 2019 as reported on the Nasdaq Capital Market, and are exercisable until December 17, 2026. The Warrants must be exercised for cash, unless at the time of exercise there is not a then effective registration statement for the resale of the shares of Common Stock issuable upon exercise of the Warrants, in which case the Warrants may be exercised via a cashless exercise feature that provides for net settlement of the shares of Common Stock issuable upon exercise. Concurrent with the issuance of the Notes and Warrants pursuant to the Note Purchase Agreement, the Company, the Guarantors and Mr. Bagley entered into a Guaranty and Collateral Agreement (the “Collateral Agreement”) pursuant to which the Company and the Guarantors granted Mr. Bagley a first priority lien interest in all of the Company’s assets as security for the Company’s performance of its obligations under the Notes and Warrants. The net proceeds after original issue discount and issuance costs of $ were approximately $ . The Company expected to use the proceeds from the sale of the Notes and Warrants for general corporate purposes and working capital. In accounting for the issuance of the Notes, the Company separated Notes and Warrants into liability and equity components. The carrying amount of Warrants, being an equity component, was first calculated using Black-Scholes method with the following assumptions: Risk-free interest rate 1.82% Expected life of warrants (years) 7 Expected price volatility 49.4% Expected dividend yield 0% The carrying amount of the Notes was then determined by deducting the fair value of the Warrants from the principal amount of the Notes. The carrying amount of the Notes was further separated into equity and liability components after separating the value of the conversion feature into an equity component and leaving the remaining value as liability. The equity component is not remeasured while the Notes and Warrants continue to meet the conditions for equity classification for equity components. The original issue discount and issuance costs are netted against the liability. The following table represents the carrying value of Notes and Warrants: March 31, 2023 December 31, 2022 Liability component: Principal $ 1,695 $ 1,920 Less: debt discount and issuance costs, net of amortization (139 ) ( 188 ) Net carrying amount $ 1,556 $ 1,732 Equity component ( 1 Warrants $ 318 $ 318 Conversion feature 122 122 Net carrying amount $ 440 $ 440 Current portion of liability component included under short-term debt $ 1,556 $ 1,920 Liability component total $ 1,556 $ 1,920 (1) Recorded on the condensed consolidated balance sheets as additional paid-in capital. Debt discount and issuance costs are amortized over the life of the note to interest expense using the effective interest method. During the three months ended March 31, 2023 and March 31, 2022 and $49 , respectively. Year ending December 31, Principal Amount Maturing 2023 (Remainder) 1,695 Total principal amount $ 1,695 Short-term Bridge Loans On July 2, 2021, the Company obtained a bridge loan in the principal amount of $2,000 an affiliate of the C ompany. The Bridge Loan was evidenced by a promissory note dated July 2, 2021 (the “Note”) issued by the Company to Mr. Bagley. The Note bore On September 11, 2021, the Company amended and restated the terms of the Bridge Loan to extend the latest maturity date from October 1, 2021 to January 3, 2022. All other terms and conditions of the Bridge Loan remained the same. On January 4, 2022, the Company entered into a Securities Purchase Agreement with Edward D. Bagley, pursuant to which the Company issued and sold to Mr. Bagley, in a private placement 1,538,461 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.30 per share of Common Stock. The consideration for the Shares was the cancellation and termination of Mr. Bagley’s outstanding bridge loan to the Company in the principal amount of $2,000 originally issued on July 2, 2021 and amended and restated on September 11, 2021. Mr. Bagley is an affiliate of the Company and the Company’s single largest stockholder. On October 28, 2022 the Company obtained a bridge loan in the principal amount of $2,000 from Edward D. Bagley (the “2022 Bridge Loan”), an affiliate of the Company. The 2022 Bridge Loan was evidenced by a promissory note dated October 28, 2022 (the “2022 Note”) issued by the Company to Mr. Bagley. The 2022 Note bore interest at a rate of 12.0% per annum and had a maturity date of October 28, 2023. Mr. Bagley is an affiliate of the Company and the Company’s single largest stockholder. This Bridge Loan of $2,000 is included under short-term debt as of December 31, 2022. In January 2023, the 2022 Bridge loan of $2,000 along with applicable interest was repaid in full. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 9 The current year loss did not result in income tax benefit due to recording a full valuation allowance against expected benefits. The valuation allowance was recorded as we concluded that it was more likely than not that our deferred tax assets were not realizable primarily due to the Company's recent pre-tax losses. Provision for income taxes for the three months ended March 31, 2023 mostly represents income tax expense recorded for jurisdictions outside the United States. The Company had approximately $962 of uncertain tax positions as of March 31, 2023. Due to the inherent uncertainty of the underlying tax positions, it is not possible to forecast the payment of this liability for any particular year. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent events | |
Subsequent events | 10 On May 8, 2023, the Company announced that the Company’s Board of Directors had declared a special one-time |
Business Description, Basis o_2
Business Description, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Business Description, Basis of Presentation and Significant Accounting Policies | |
Basis of Presentation: | Basis of Presentation: The fiscal year for ClearOne is the twelve months ending on December 31. The condensed consolidated financial statements include the accounts of ClearOne and its subsidiaries. All significant inter-company accounts and transactions have been eliminated. These accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and are not audited. Certain information and footnote disclosures that are usually included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been either condensed or omitted in accordance with SEC rules and regulations. The accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of March 31, 2023 and December 31, 2022, the results of operations for the three months ended March 31, 2023 months ended March 31, 2023 three months ended March 31, 2023 are not necessarily indicative of the results for a full-year period. These interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. |
Significant Accounting Policies: | Significant Accounting Policies: The significant accounting policies were described in Note 1 to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2022. There have been no changes to these policies during the quarter ended March 31, 2023 that are of significance or potential significance to the Company. Recent accounting pronouncements: In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments - Credit Losses (Topic 326). The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. CECL estimates of expected credit losses on trade receivables over their life will be required to be recorded at inception, based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the standard in its first quarter of 2023. There was no material impact on the results of operations. The Company has determined that recently issued accounting standards, other than the above discussed, material impact on its consolidated financial position, results of operations or cash flows. |
Liquidity: | Liquidity: As of as of $ 68,676 as of for the an increase of $61,364 of cash used in operating activities for the one will be paid on May 31, 2023 and The Company believes that the Company's core strategies of product innovation and prudent cost management will bring the company back to profitability in the future. The Company believes, although there can be no assurance, that the current cash position and all of these measures and effective management of working capital, will provide the liquidity needed to meet our operating needs through at least If the Company needs additional capital and is unable to secure financing, it may be required to further reduce expenses, or delay product development and enhancement. |
Revenue Information (Tables)
Revenue Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Information | |
Schedule disaggregates the Company’s revenue into primary product groups and major regions | Three months ended March 31, 2023 2022 Audio conferencing $ 2,329 $ 3,176 Microphones 1,195 2,928 Video products 654 1,441 $ 4,178 $ 7,545 Three months ended March 31, 2023 2022 North and South America $ 1,570 $ 3,776 Asia Pacific (includes Middle East, India and Australia) 1,696 2,074 Europe and Africa 912 1,695 $ 4,178 $ 7,545 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loss Per Share | |
Schedule of the computation of basic and diluted earnings (loss) per common share | Three months ended March 31, 2023 2022 Numerator: Net loss $ (832 ) $ (1,967 ) Denominator: Basic weighted average shares outstanding 23,955,767 23,897,305 Dilutive common stock equivalents using treasury stock method — — Diluted weighted average shares outstanding 23,955,767 23,897,305 Basic loss per common share $ (0.03 ) $ (0.08 ) Diluted loss per common share $ (0.03 ) $ (0.08 ) Weighted average options, warrants and convertible portion of senior convertible notes outstanding 6,368,420 7,062,673 Anti-dilutive options, warrants and convertible portion of senior convertible notes not included in the computation 6,368,420 7,062,673 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets | |
Schedule of intangible assets and estimated useful lives | Estimated useful lives (years) March 31, 2023 December 31, 2022 Tradename 5 to 7 $ 555 $ 555 Patents and technological know-how 10 to 20 7,094 7,053 Proprietary software 3 to 15 2,981 2,981 Other 3 to 5 323 323 Total intangible assets 10,953 10,912 Accumulated amortization (8,958 ) (8,841 ) Total intangible assets, net $ 1,995 $ 2,071 |
Schedule of amortization of intangible assets | Three months ended March 31, 2023 2022 Amortization of intangible assets $ 118 $ 670 |
Schedule of estimated future amortization expense of intangible assets | Years ending December 31, Amount 2023 (Remainder) $ 398 2024 253 2025 192 2026 191 2027 61 Thereafter 900 Total $ 1,995 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventories | |
Schedule of Inventories, net of reserves | March 31, 2023 December 31, 2022 Current: Raw materials $ 4,552 $ 4,499 Finished goods 3,843 4,462 $ 8,395 $ 8,961 Long-term: Raw materials $ 928 $ 1,068 Finished goods 1,957 1,639 $ 2,885 $ 2,707 |
Schedule of net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory | Three months ended March 31, 2023 2022 Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory $ 23 $ — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of rent expense | Three months ended March 31, 2023 2022 Rent expense $ 149 $ 179 |
Schedule of Supplemental cash flow and balance sheet information related to leases | Three months ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (151 ) $ (183 ) Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 758 $ — March 31, 2023 December 31, 2022 Operating lease right-of-use assets $ 1,259 $ 1,047 Current portion of operating lease liabilities, included in accrued liabilities $ 382 $ 641 Operating lease liabilities, net of current portion 949 492 Total operating lease liabilities $ 1,331 $ 1,133 Weighted average remaining lease term for operating leases (in years) 4 2.12 Weighted average discount rate for operating leases 6.37 % 5.93 % |
Schedule of maturities of operating lease liabilities | Years ending December 31, 2023 (Remainder) $ 341 2024 439 2025 272 2026 210 2027 216 Thereafter 37 Total lease payments 1,515 Less: Imputed interest (184 ) Total $ 1,331 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders' Equity | |
Schedule of changes in stockholders' equity | Three months ended March 31, 2023 2022 Common stock and additional paid-in capital Balance, beginning of period $ 74,934 $ 72,818 Issuance of common stock and warrants, net — 2,000 Share-based compensation expense 22 35 Proceeds from employee stock purchase plan 1 2 Balance, end of period $ 74,957 $ 74,855 Accumulated other comprehensive loss Balance, beginning of period $ (288 ) $ (241 ) Unrealized loss on available-for-sale securities, net of tax — (28 ) Foreign currency translation adjustment 5 (11 ) Balance, end of period $ (283 ) $ (280 ) Accumulated deficit Balance, beginning of period $ (516 ) $ (21,072 ) Net loss (832 ) (1,967 ) Balance, end of period $ (1,348 ) $ (23,039 ) Total shareholders' equity $ 73,326 $ 51,536 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt | |
Schedule of Warrants, Valuation assumptions, Black-Scholes method | Risk-free interest rate 1.82% Expected life of warrants (years) 7 Expected price volatility 49.4% Expected dividend yield 0% |
Schedule of carrying value of Notes and Warrants | March 31, 2023 December 31, 2022 Liability component: Principal $ 1,695 $ 1,920 Less: debt discount and issuance costs, net of amortization (139 ) ( 188 ) Net carrying amount $ 1,556 $ 1,732 Equity component ( 1 Warrants $ 318 $ 318 Conversion feature 122 122 Net carrying amount $ 440 $ 440 Current portion of liability component included under short-term debt $ 1,556 $ 1,920 Liability component total $ 1,556 $ 1,920 (1) Recorded on the condensed consolidated balance sheets as additional paid-in capital. |
Schedule of maturities of principal amount contained in the Notes | Year ending December 31, Principal Amount Maturing 2023 (Remainder) 1,695 Total principal amount $ 1,695 |
Business Description, Basis o_3
Business Description, Basis of Presentation and Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 08, 2023 USD ($) $ / shares | Apr. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 59,006 | $ 984 | |||
Working Capital (Deficit) | 68,676 | ||||
Net Cash Provided by (Used in) Operating Activities, Total | 60,321 | $ (1,043) | |||
Increase (Decrease) in Net Cash Provided by (Used in) Operating Activities | 61,364 | ||||
Cash paid for income taxes | $ 18 | $ 26 | |||
Subsequent Event [Member] | |||||
Loss Contingencies [Line Items] | |||||
Cash paid for income taxes | $ 6,600 | ||||
Common Stock [Member] | Subsequent Event [Member] | Dividend declared | |||||
Loss Contingencies [Line Items] | |||||
Dividends payable, Nature | special | ||||
Number of time of special dividend | 1 | ||||
Dividends payable amount per share | $ / shares | $ 1 | ||||
Dividends payable | $ 28,978 |
Revenue Information - Revenue i
Revenue Information - Revenue into Primary Product Groups and Major Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue [Line Items] | ||
Revenue | $ 4,178 | $ 7,545 |
North and South America [Member] | ||
Revenue [Line Items] | ||
Revenue | 1,570 | 3,776 |
Asia Pacific (includes Middle East, India and Australia) | ||
Revenue [Line Items] | ||
Revenue | 1,696 | 2,074 |
Europe and Africa [Member] | ||
Revenue [Line Items] | ||
Revenue | 912 | 1,695 |
Audio conferencing [Member] | ||
Revenue [Line Items] | ||
Revenue | 2,329 | 3,176 |
Microphones [Member] | ||
Revenue [Line Items] | ||
Revenue | 1,195 | 2,928 |
Video products [Member] | ||
Revenue [Line Items] | ||
Revenue | $ 654 | $ 1,441 |
Loss Per Share - Computation of
Loss Per Share - Computation of Basic and Diluted Earnings (Loss) per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net loss | $ (832) | $ (1,967) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 23,955,767 | 23,897,305 |
Dilutive common stock equivalents using treasury stock method (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 23,955,767 | 23,897,305 |
Basic loss per common share (in dollars per share) | $ (0.03) | $ (0.08) |
Diluted loss per common share (in dollars per share) | $ (0.03) | $ (0.08) |
Weighted average options, warrants and convertible portion of senior convertible notes outstanding (in shares) | 6,368,420 | 7,062,673 |
Anti-dilutive options, warrants and convertible portion of senior convertible notes not included in the computation (in shares) | 6,368,420 | 7,062,673 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 10,953 | $ 10,912 |
Accumulated amortization | (8,958) | (8,841) |
Total | 1,995 | 2,071 |
Tradename [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 555 | 555 |
Tradename [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years | |
Tradename [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 7 years | |
Patents and technological know-how [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 7,094 | 7,053 |
Patents and technological know-how [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 10 years | |
Patents and technological know-how [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 20 years | |
Proprietary software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 2,981 | 2,981 |
Proprietary software [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 3 years | |
Proprietary software [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 15 years | |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets | $ 323 | $ 323 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 3 years | |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives (in years) | 5 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intangible Assets | ||
Amortization of intangible assets | $ 118 | $ 670 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible Assets | ||
2023 (Remainder) | $ 398 | |
2024 | 253 | |
2025 | 192 | |
2026 | 191 | |
2027 | 61 | |
Thereafter | 900 | |
Total | $ 1,995 | $ 2,071 |
Inventories - Inventories, Net
Inventories - Inventories, Net of Reserves (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current: | ||
Raw materials | $ 4,552 | $ 4,499 |
Finished goods | 3,843 | 4,462 |
Total current inventory | 8,395 | 8,961 |
Long-term: | ||
Raw materials | 928 | 1,068 |
Finished goods | 1,957 | 1,639 |
Total long-term inventory | $ 2,885 | $ 2,707 |
Inventories - Net loss incurred
Inventories - Net loss incurred on valuation of inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Inventories | ||
Net loss incurred on valuation of inventory at lower of cost or market value and write-off of obsolete inventory | $ 23 | $ 0 |
Leases (Details Textual)
Leases (Details Textual) | Mar. 31, 2023 ft² |
Facility to support, research and development activity [Member] | Gainesville, Florida [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 1,350 |
Facility to support, principal administrative, sales, marketing, customer support, and research and product development activity [Member] | Salt Lake City, Utah [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 9,402 |
Facility to support, principal administrative, sales, marketing, customer support, and research and product development activity [Member] | Chennai, India [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 6,175 |
Warehouse to support, primary inventory fulfillment and repair center [Member] | Salt Lake City, Utah [Member] | |
Lessee, Lease, Description [Line Items] | |
Area of real estate property | 40,000 |
Leases - Rent Expense (Details)
Leases - Rent Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||
Rent expense | $ 149 | $ 179 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ (151) | $ (183) |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 758 | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease right-of-use assets | $ 1,259 | $ 1,047 |
Operating lease liabilities: | ||
Current portion of operating lease liabilities, included in accrued liabilities | 382 | 641 |
Operating lease liabilities, net of current portion | 949 | 492 |
Total operating lease liabilities | $ 1,331 | $ 1,133 |
Weighted average remaining lease term for operating leases (in years) | 4 years | 2 years 1 month 13 days |
Weighted average discount rate for operating leases | 6.37% | 5.93% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (Remainder) | $ 341 | |
2024 | 439 | |
2025 | 272 | |
2026 | 210 | |
2027 | 216 | |
Thereafter | 37 | |
Total lease payments | 1,515 | |
Less: Imputed interest | (184) | |
Total | $ 1,331 | $ 1,133 |
Shareholders' Equity - Sharehol
Shareholders' Equity - Shareholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | $ 74,130 | |
Foreign currency translation adjustment | 5 | $ (11) |
Net loss | (832) | (1,967) |
Balance, end of period | 73,326 | 51,536 |
Common stock and additional paid-in capital [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | 74,934 | 72,818 |
Issuance of common stock and warrants, net | 0 | 2,000 |
Share-based compensation expense | 22 | 35 |
Proceeds from employee stock purchase plan | 1 | 2 |
Balance, end of period | 74,957 | 74,855 |
Accumulated other comprehensive loss [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (288) | (241) |
Unrealized loss on available-for-sale securities, net of tax | 0 | (28) |
Foreign currency translation adjustment | 5 | (11) |
Balance, end of period | (283) | (280) |
Accumulated deficit [Member] | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning of period | (516) | (21,072) |
Net loss | (832) | (1,967) |
Balance, end of period | $ (1,348) | $ (23,039) |
Shareholders' Equity - (Details
Shareholders' Equity - (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 04, 2022 | Sep. 12, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Shareholders' Equity | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Edward D. Bagley | Bridge Loan | ||||
Shareholders' Equity | ||||
Principal amount of loan obtained | $ 2,000 | |||
Bridge loan issuance date | Jul. 02, 2021 | |||
Bridge loan amended date | Sep. 11, 2021 | |||
Common Stock | ||||
Shareholders' Equity | ||||
Warrants and Rights Outstanding, Maturity Date | Mar. 15, 2027 | |||
Common stock shares issued | 3,623,189 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Offering price (Per share) | $ 2.76 | |||
Proceeds from issuance of common stock, gross | $ 10,000 | |||
Proceeds from issuance of common stock, net of issuance costs | $ 9,288 | |||
Common stock shares issued for warrants exercisable | 3,623,189 | |||
Exercise price of warrants | $ 2.76 | |||
Common Stock | Securities Purchase Agreement | Edward D. Bagley | Private Placement | ||||
Shareholders' Equity | ||||
Common stock shares issued | 1,538,461 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Offering price (Per share) | $ 1.3 |
Debt (Details Textual)
Debt (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||
Oct. 28, 2022 USD ($) | Jan. 04, 2022 USD ($) $ / shares shares | Jul. 02, 2021 USD ($) | Dec. 17, 2019 USD ($) d $ / shares shares | Jan. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Sep. 12, 2021 $ / shares shares | |
Senior Convertible Notes and Warrants | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Short-term debt | $ | $ 1,556 | $ 3,732 | |||||||
Bridge Loan | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Debt instrument maturity date | Oct. 01, 2021 | ||||||||
Extended debt instrument maturity date | Jan. 03, 2022 | ||||||||
Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Common stock shares issued | shares | 3,623,189 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Purchase price (in dollars per share) | 2.76 | ||||||||
Warrants, Initial exercise price per share | $ 2.76 | ||||||||
Beneficial owner | Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Beneficial owner of the Company’s issued and outstanding shares of Common Stock | 46.60% | ||||||||
Edward D. Bagley | Bridge Loan | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Principal amount of loan obtained | $ | $ 2,000 | ||||||||
Promissory note issuance date | Jul. 02, 2021 | ||||||||
Bridge loan amended date | Sep. 11, 2021 | ||||||||
Edward D. Bagley | Bridge Loan | Notes Payable | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Interest rate of the loan | 12% | 8% | |||||||
Principal amount of loan obtained | $ | $ 2,000 | $ 2,000 | $ 2,000 | ||||||
Promissory note issuance date | Oct. 28, 2022 | Jul. 02, 2021 | |||||||
Debt instrument maturity date | Oct. 28, 2023 | ||||||||
Repayments of short-term debt | $ | $ 2,000 | ||||||||
Securities Purchase Agreement | Edward D. Bagley | Private Placement | Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Common stock shares issued | shares | 1,538,461 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Purchase price (in dollars per share) | $ 1.3 | ||||||||
Senior Convertible Notes and Warrants | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Issuance and sale of secured convertible notes | $ | $ 3,000 | ||||||||
Original issue discount and issuance costs | $ | 346 | ||||||||
Net proceeds after original issue discount and issuance costs | $ | $ 2,654 | ||||||||
Amortization of debt discount and issuance costs | $ | $ 49 | $ 49 | |||||||
Senior Convertible Notes and Warrants | Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Warrants to purchase of common stock, shares | shares | 340,909 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Senior Convertible Notes | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Interest accrual at a variable rate adjusted on a quarterly basis, percent | 2.50% | ||||||||
Published in the Wall Street Journal (New York edition) as of the beginning of such calendar quarter | Prime Rate | ||||||||
Debt instrument maturity date | Dec. 17, 2023 | ||||||||
Senior Convertible Notes | Greater of | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Interest accrual at a variable rate adjusted on a quarterly basis, percent | 5.25% | ||||||||
Senior Convertible Notes | Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Senior Convertible Notes, Initial conversion price per share | $ 2.11 | ||||||||
Senior Convertible Notes, Threshold percentage of stock price trigger | 120% | ||||||||
Senior Convertible Notes, Threshold consecutive trading days | d | 90 | ||||||||
Senior Convertible Notes | Common Stock | Greater of | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Senior Convertible Notes, Threshold percentage of stock price trigger | 200% | ||||||||
Warrants | Common Stock | |||||||||
Senior Convertible Notes and Warrants | |||||||||
Warrants, Initial exercise price per share | $ 1.76 |
Debt (Schedule Of Warrants Valu
Debt (Schedule Of Warrants Valuation Assumptions) (Details) | Mar. 31, 2023 |
Risk-free interest rate | |
Warrants, Valuation assumptions, Black-Scholes method | |
Warrants, assumptions rate | 1.82% |
Expected life of Warrants | |
Warrants, Valuation assumptions, Black-Scholes method | |
Expected life of Warrants (years) | 7 years |
Expected price volatility | |
Warrants, Valuation assumptions, Black-Scholes method | |
Warrants, assumptions rate | 49.40% |
Expected dividend yield | |
Warrants, Valuation assumptions, Black-Scholes method | |
Warrants, assumptions rate | 0% |
Debt (Schedule of carrying valu
Debt (Schedule of carrying value of Notes and Warrants) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Liability component: | |||
Principal | $ 1,695 | ||
Equity component: | |||
Warrants | [1] | 318 | $ 318 |
Conversion feature | [1] | 122 | 122 |
Net carrying amount | [1] | 440 | 440 |
Secured convertible notes | |||
Liability component: | |||
Principal | 1,695 | 1,920 | |
Less: debt discount and issuance costs, net of amortization | (139) | (188) | |
Net carrying amount | 1,556 | 1,732 | |
Equity component: | |||
Current portion of liability component included under short-term debt | 1,556 | 1,920 | |
Liability component total | $ 1,556 | $ 1,920 | |
[1] Recorded on the condensed consolidated balance sheets as additional paid-in capital. |
Debt (Schedule of maturities of
Debt (Schedule of maturities of principal amount contained in the Notes) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Senior Convertible Notes, Principal Amount Maturing | |
2023 (Remainder) | $ 1,695 |
Total principal amount | $ 1,695 |
Income Taxes (Details - Textual
Income Taxes (Details - Textual) $ in Thousands | Mar. 31, 2023 USD ($) |
Income Taxes | |
Uncertain tax positions | $ 962 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Common Stock - Dividend declared $ / shares in Units, $ in Thousands | May 08, 2023 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Dividends payable, declared date | May 08, 2023 |
Dividends payable, Nature | special |
Number of time of special dividend | 1 |
Dividends payable amount per share | $ / shares | $ 1 |
Dividends payable, date to be paid | May 31, 2023 |
Dividends payable, record date | May 22, 2023 |
Dividends payable | $ | $ 28,978 |