Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
6 Months Ended
Jun. 30, 2017
Equity [Abstract]  
Stockholders' Equity

10. STOCKHOLDERS’ EQUITY

 

Dividends

 

Dividend charges recorded during the three and six months ended June 30, 2017 and 2016 are as follows:

 

    For the Three Months Ended  
    June 30,  
    2017     2016  
             
Series                
A   $ 13     $ 13  
A-1     7       7  
Total   $ 20     $ 20  

 

    For the Six Months Ended  
    June 30,  
    2017     2016  
             
Series                
A   $ 25     $ 25  
A-1     15       15  
Total   $ 40     $ 40  

 

Accrued dividends payable at June 30, 2017 and December 31, 2016 are comprised of the following:

 

    June 30,2017     December 31,2016  
Series                
A   $ 329     $ 304  
A-1     242       227  
Total   $ 571     $ 531  

 

Warrants and Derivative Warrant Liability

 

The Company accounts for common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of common stock by the Company are at a lower price per share than the then-current warrant exercise price. The Company classifies derivative warrant liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. As of June 30, 2017, the following warrants were outstanding:

 

Issued to   Amount     Issue Date   Expiration Date   Exercise Price  
Term Note Lender(1)     2,344     9/30/2016   9/30/2021     0.80  
Investment Bank     1,970     12/9/2012   12/9/2019     0.20  
Investment Bank     2,435     10/31/2014   10/31/2021     0.20  
Equity Investors     2,487     9/8/2016   9/8/2021     0.80  
Equity Investors     2,424     9/29/2016   9/29/2021     0.80  
Equity Investors     2,589     10/12/2016   10/12/2021     0.80  
Term Note Lender (1)     2,500     11/11/2016   11/11/2021     0.40  
Term Note Lender (1)     3,750     1/3/2017   1/3/2022     0.40  
      20,499                  

 

  (1) Warrant was determined to be a derivative subject to fair value accounting and is booked as a warrant liability.

 

A summary of the warrant activity during the six months ended June 30, 2017 is presented below:

 

          Weighted     Weighted        
          Average     Average        
    Number of     Exercise     Remaining     Intrinsic  
    Warrants     Price     Life in Years     Value  
Outstanding, December 31, 2016     16,749     $ 0.55       4.60     $ 3,435  
Issued     3,750       0.40       4.52       863  
Exercised     -       -       -       -  
Expired     -       -       -       -  
Outstanding, June 30, 2017     20,499     $ 0.55       4.15     $ 4,298  
Exercisable, June 30, 2017     20,499     $ 0.55       4.15     $ 4,298  

 

The Company has assessed its outstanding equity-linked financial instruments issued with the term loans discussed in Note 7 and has concluded that the warrants are subject to derivative accounting as a result of certain anti-dilution provisions contained in the warrants. The fair value of these warrants at issuance are classified as a loan fee and are being amortized over the life of the loan. The fair value of these warrants is classified as a liability in the financial statements, with the change in fair value during the future periods being recorded in the statement of operations.

 

The following table summarizes the calculated aggregate fair values for the warrant derivative liabilities using the Lattice Model method based on the following assumptions:

 

    January 2017     January 2017     November 2016     September 2016  
    Warrants at     Warrants as of     Warrants as of     Warrants as of  
    Inception     June 30, 2017     June 30, 2017     June 30, 2017  
Risk free rate     1.94 %     1.808     1.783 %     1.763 %
Volatility     37.46 %     37.37 %     37.63 %     37.79 %
Dividends     0       0       0       0  
Time to maturity     5 years       4.52 years       4.37 years        4.25 years  
Fair value per share price     $0.15       $0.32       $0.31       $0.16  
Fair value of warrants     $563       $1,185       $785       $366  
Market price on date of issuance     $0.41                          

 

These warrants are Level 3 valuation which were issued and measured on June 30, 2017.

 

The following table summarizes the change in fair value of the warrants from December 31, 2016 through June 30, 2017.

 

    Fair value as of     New     Change in Fair Value     Fair value as of  
    12/31/2016     Issuances     gain (loss)     June 30, 2017  
Investor warrants (9/30/16)   $ (170 )   $ -     $ (196 )   $ (366 )
Investor warrants (11/11/16)   $ (424 )   $ -     $ (361 )   $ (785 )
Investor warrants (1/3/17)   $ -     $ (563 )   $ (622 )   $ (1,185 )
Totals   $ (594 )   $ (563 )   $ (1,179 )   $ (2,336 )

 

Subscription Receivable

 

During the six months ended June 30, 2017 the Company issued 4,017,011 shares of common stock that were subject to certain vesting requirements, with a fair value of $3,795. As of December 31, 2016, shares that were previously issued to employees with a fair value of $2,829 remained unvested. Because these common shares are subject to forfeiture if the employees are no longer employed with the company at the end of their employment agreements, their unvested value is carried in subscriptions receivable within stockholders equity. During the six months ended, $1,970 of such amount vested and was reflected as stock compensation and $4,656 remained unvested as of June 30, 2016.

 

Equity Transactions

 

During the six months ended June 30, 2017, the Company issued 20,892 shares of its common stock with a fair value of $14 for settlement of a legal matter.

 

During the six months ended June 30, 2017, the Company issued 1,429,446 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $26.

 

During the six months ended June 30, 2017, the Company issued 1,926,724 shares of its common stock with a fair value of $1,219 pursuant to consulting agreements.

 

During the six months ended June 30, 2017, the Company issued 4,017,011 shares of its common stock with a fair value of $3,795 to employees under employment agreement for future services.

 

During the six months ended June 30, 2017, the Company issued 6,420,020 shares of its common stock with a fair value of $5,651 to its senior lender in conjunction with the refinancing of the senior debt on April 20, 2017 in conjunction with the Benchmark acquisition.

 

During the six months ended June 30, 2017, the Company reclassified 11,106,880 shares of its common stock with a fair value of $437 to its senior lender that from temporary equity to permanent equity which is now included in the consolidated statement of changes in stockholders’ equity. Reclassification was due to the put provision from the Lateral senior credit agreement dated October 28, 2015 was removed when the agreement was amended for the Benchmark acquisition on April 20, 2017.

 

During the six months ended June 30, 2017, the Company issued 326,283 shares of its common stock with a fair value of $264 to settle debt having an approximate value.

 

During the six months ended June 30, 2017, the Company issued 133,989 shares of its common stock with a fair value of $125 to investor relation firm for services.

 

During the six months ended June 30, 2017, the Company received $615 of proceeds subject to the issuance of shares.

 

On April 21, 2017, the Company issued 26,738,445 shares of its common stock with a fair value of $21,658 to certain Benchmark shareholders in conjunction with the acquisition of Benchmark.