UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to __________
Commission file number
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of |
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Incorporation or Organization) |
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(Address of Principal Executive Offices & Zip Code)
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(Registrant’s Telephone Number)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading symbol(s) | Name of each exchange on which registered |
None | None | None |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ¨ | Accelerated filer | ¨ |
x | Smaller reporting company | ||
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| Emerging Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
As of May 13, 2022, the registrant had
MOBIVITY HOLDINGS CORP.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Mobivity Holdings Corp.
Condensed Consolidated Balance Sheets
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| March 31, |
| December 31, | ||
| 2022 |
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ASSETS |
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Current assets |
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Cash | $ | |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Other current assets |
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Total current assets |
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Goodwill |
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Right to use lease assets |
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Intangible assets, net |
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Other assets |
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TOTAL ASSETS | $ | |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable | $ | |
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Accrued interest |
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Accrued and deferred personnel compensation |
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Deferred revenue and customer deposits |
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Related party notes payable |
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Notes payable, net - current maturities |
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Operating lease liability |
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Other current liabilities |
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Total current liabilities |
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Non-current liabilities |
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Related party notes payable, net - long term |
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Notes payable, net - long term |
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Operating lease liability |
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Total non-current liabilities |
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Total liabilities |
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Stockholders' equity (deficit) |
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Common stock, $ |
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Equity payable |
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Additional paid-in capital |
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Accumulated other comprehensive income (loss) |
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Accumulated deficit |
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Total stockholders' equity (deficit) |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ |
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See accompanying notes to consolidated financial statements. |
Mobivity Holdings Corp.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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| Three Months Ended | ||||
| March 31, | ||||
| 2022 |
| 2021 | ||
Revenues |
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Revenues | $ | |
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Cost of revenues |
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Gross profit |
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Operating expenses |
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General and administrative |
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Sales and marketing |
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Engineering, research, and development |
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Impairment of intangible asset |
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Depreciation and amortization |
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Total operating expenses |
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Loss from operations |
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Other income/(expense) |
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Interest income |
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Interest expense |
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Foreign currency gain (loss) |
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Total other income/(expense) |
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Loss before income taxes |
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Income tax expense |
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Net loss: |
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Other comprehensive loss, net of income tax |
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Foreign currency translation adjustments |
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Comprehensive loss | $ | ( |
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Net loss per share: |
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Basic and Diluted | $ | ( |
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Weighted average number of shares: |
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Basic and Diluted |
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See accompanying notes to consolidated financial statements (unaudited). |
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Mobivity Holdings Corp.
Condensed Consolidated Statement of Stockholders’ Equity (Deficit)
(Unaudited)
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| Common Stock |
| Equity |
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| Accumulated Other |
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| Shares |
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| Payable |
| Paid-in Capital |
| Comprehensive Loss |
| Deficit |
| Equity (Deficit) | |||||||||
Balance, December 31, 2020 |
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Stock based compensation | — |
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Foreign currency translation adjustment | — |
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Net loss | — |
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Balance, March 31, 2021 | |
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| Common Stock |
| Equity |
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| Accumulated Other |
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| Total Stockholders' | |||||||||||
| Shares |
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| Payable |
| Paid-in Capital |
| Comprehensive Loss |
| Deficit |
| Equity (Deficit) | |||||||||
Balance, December 31, 2021 |
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Issuance of common stock for warrant exercise | |
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Fair value of options issued with related party lue of debt | — |
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Stock based compensation | — |
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Foreign currency translation adjustment | — |
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Net loss | — |
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Balance, March 31, 2022 | |
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See accompanying notes to consolidated financial statements (unaudited). |
See accompanying notes to consolidated financial statements (unaudited).
Mobivity Holdings Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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| Three Months Ended | ||||
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| 2021 | ||
OPERATING ACTIVITIES |
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Net loss | $ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Bad debt expense |
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Stock-based compensation |
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Intangible asset impairment |
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Depreciation and amortization expense |
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Amortization of Debt Discount |
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Increase (decrease) in cash resulting from changes in: |
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Accounts receivable |
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Other current assets |
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Operating lease assets/liabilities |
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Contracts receivable, long-term |
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Other assets |
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Accounts payable |
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Accrued interest |
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Accrued and deferred personnel compensation |
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Other liabilities - non-current |
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Other liabilities - current |
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Deferred revenue and customer deposits |
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Net cash used in operating activities |
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INVESTING ACTIVITIES |
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Purchases of equipment |
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Capitalized software development costs |
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Net cash used in investing activities |
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FINANCING ACTIVITIES |
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Payments on notes payable |
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Payments on related party notes payable |
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Proceeds from conversion of common stock warrants |
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Net cash provided by (used in) financing activities |
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Effect of foreign currency translation on cash flow |
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Net change in cash |
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Cash at beginning of period |
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Cash at end of period | $ | |
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Supplemental disclosures: |
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Cash paid during period for: |
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Interest | $ | — |
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Non Cash investing and financing analysis: |
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Fair Value of Options issued with related party debt | $ | |
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Fixed Asset Contributed by Lessor |
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Initial ROU and asset and least liability |
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See accompanying notes to consolidated financial statements. |
Mobivity Holdings Corp.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates used are those related to stock-based compensation, asset impairments, the valuation and useful lives of depreciable tangible and certain intangible assets, the fair value of common stock used in acquisitions of businesses, the fair value of assets and liabilities acquired in acquisitions of businesses, the fair value of options issued with related party debt, and the valuation allowance of deferred tax assets. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Certain prior year amounts have been reclassified to conform to the current year’s presentation. The reclassifications had no effect on previously reported net loss.
We account for acquired businesses using the purchase method of accounting. Under the purchase method, our consolidated financial statements reflect the operations of an acquired business starting from the completion of the acquisition. In addition, the assets acquired and liabilities assumed are recorded at the date of acquisition at their respective estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired recorded as goodwill.
We minimize our credit risk associated with cash by periodically evaluating the credit quality of our primary financial institution. Our balances at times may exceed federally insured limits. We have not experienced any losses on our cash accounts.
Accounts receivable are carried at their estimated collectible amounts. We grant unsecured credit to substantially all of our customers. Ongoing credit evaluations are performed, and potential credit losses are charged to operations at the time the account receivable is estimated to be uncollectible. Since we cannot necessarily predict future changes in the financial stability of our customers, we cannot guarantee that our reserves will continue to be adequate.
As of March 31, 2022, and December 31, 2021, we recorded an allowance for doubtful accounts of $
Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than it’s carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit.
We conducted our annual impairment tests of goodwill as of December 31, 2021. As a result of these tests, we had a total impairment charges of $
Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, non-compete agreements, and software development costs. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from
The Company’s evaluation of its long-lived assets completed resulted in $
Software development costs include direct costs incurred for internally developed products and payments made to independent software developers and/or contract engineers. The Company accounts for software development costs in accordance with the FASB guidance for the costs of computer software to be sold, leased, or otherwise marketed (“ASC Subtopic 985-20”). Software development costs are capitalized once the technological feasibility of a product is established, and such costs are determined to be recoverable. Technological feasibility of a product encompasses technical design documentation and integration documentation, or the completed and tested product design and working model. Software development costs are capitalized once technological feasibility of a product is established and such costs are determined to be recoverable against future revenues. Technological feasibility is evaluated on a project-by-project basis. Amounts related to software development that are not capitalized are charged immediately to the appropriate expense account. Amounts that are considered ‘research and development’ that are not capitalized are immediately charged to engineering, research, and development expense.
Capitalized costs for those products that are cancelled or abandoned are charged to product development expense in the period of cancellation. Commencing upon product release, capitalized software development costs are amortized to “Amortization Expense - Development” based on the straight-line method over a twenty-four month period.
The Company evaluates the future recoverability of capitalized software development costs on an annual basis. For products that have been released in prior years, the primary evaluation criterion is ongoing relations with the customer.The Company’s evaluation of its capitalized software development asset resulted in impairment charges of $
We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate.
The Company translates the financial statements of its foreign subsidiary from the local (functional) currency into US Dollars using the year or reporting period end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented. The cumulative translation adjustment is included in the accumulated other comprehensive gain (loss) within shareholders’ equity. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited Condensed Consolidated Statements of Income and Comprehensive Income.
Our Recurrency platform is a hosted solution. We generate revenue from licensing our software to clients in our software as a service model, per-message and per-minute transactional fees, and customized professional services. We recognize license/subscription fees over the period of the contract, service fees as the services are performed, and per-message or per-minute transaction revenue when the transaction takes place. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting. Some customers are billed on a month-to-month basis with no contractual term and are collected by credit card. Revenue is recognized at the time that the services are rendered, and the selling price is fixed with a set range of plans. Cash received in advance of the performance of services is recorded as deferred revenue.
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification 606 (“ASC 606”), is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition guidance. The Company adopted this standard effective January 1, 2018, applying the modified retrospective method. Upon adoption, the Company discontinued revenue deferral under the sell-through model and commenced recording revenue upon delivery to distributors, net of estimated returns. Generally, the new standard results in earlier recognition of revenues.
We determine revenue recognition under ASC 606 through the following steps:
identification of the contract, or contracts, with a customer;
identification of the performance obligations in the contract;
identification of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when, or as, we satisfy a performance obligation.
During the three months ended March 31, 2022 and 2021,
Comprehensive loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We are required to record all components of comprehensive loss in the consolidated financial statements in the period in which they are recognized. Net loss and other comprehensive loss, including foreign currency translation adjustments and unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive loss. For the three months ended March 31, 2022 and 2021, the comprehensive loss was $
We primarily issue stock-based awards to employees in the form of stock options. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We recognize compensation expense using a straight-line amortization method over the respective vesting period.
Research and development expenditures are expensed as incurred, and consist primarily of compensation costs, outside services, and expensed materials.
Direct advertising costs are expensed as incurred and consist primarily of E-commerce advertisements, sales enablement, content creation, and other direct costs. Advertising expense was $
We account for income taxes using the assets and liability method, which recognizes deferred tax assets and liabilities determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established to reduce deferred tax assets when, based on available objective evidence, it is more likely than not that the benefit of such assets will not be realized. We recognize in the consolidated financial statements only those tax positions determined to be more likely than not of being sustained.
Basic net loss per share excludes any dilutive effects of options, shares subject to repurchase and warrants. Diluted net loss per share includes the impact of potentially dilutive securities. During the three months ended March 31, 2022 and 2021, we had securities outstanding which could potentially dilute basic earnings per share in the future. Those were excluded from the computation of diluted net loss per share when their effect would have been anti-dilutive.
Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future financial statements. The following are a summary of recent accounting developments.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06” or the “ASU”). ASU No. 2020-06 requires that the if-converted method of computing diluted Earnings per Share. The company adopted January 1, 2022.
We have $
As shown in the accompanying financial statements, the Company has incurred net losses from operations resulting in an accumulated deficit of $
Goodwill
The carrying value of goodwill at March 31, 2022 and December 31, 2021 was $
The following table presents details of our purchased intangible assets as of March 31, 2022 and December 31, 2021:
Intangible assets
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| Balance at December 31, 2021 |
| Additions |
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| Amortization |
| Fx and Other |
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Patents and trademarks | $ | |
| $ |