Remark Holdings(MARK) - 2024 Q2 - Quarterly Report

FORM 10-Q Quarterly Report This report details Remark Holdings, Inc.'s quarterly financial performance and status as a non-accelerated filer - Remark Holdings, Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024[1] - The registrant is classified as a non-accelerated filer and a smaller reporting company[3] - As of August 15, 2024, 50,952,060 shares of common stock were outstanding[3] Special Note Regarding Forward-Looking Statements This section cautions that forward-looking statements in the report are subject to risks and uncertainties, and the company does not commit to updating them - This Form 10-Q contains forward-looking statements, subject to risks and uncertainties that could cause actual results to differ materially[6][7] - The company has no obligation to update or revise forward-looking statements after the report date[8] Part I. Financial Information This part presents the company's financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Financial Statements This section presents Remark Holdings, Inc.'s unaudited condensed consolidated financial statements for Q2 2024, including balance sheets, statements of operations, stockholders' deficit, cash flows, and detailed notes Condensed Consolidated Balance Sheets This section provides a summary of the company's financial position, including assets, liabilities, and stockholders' deficit, at June 30, 2024, and December 31, 2023 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2024 | Dec 31, 2023 | | :-------------------------- | :------------ | :----------- | | Total Current Assets | $5,937 | $9,440 | | Total Assets | $13,304 | $10,236 | | Total Current Liabilities | $59,474 | $49,540 | | Total Liabilities | $59,653 | $49,826 | | Total Stockholders' Deficit | $(46,349) | $(39,590) | Condensed Consolidated Statements of Operations and Comprehensive Loss This section details the company's unaudited consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2024 and 2023 Key Operating Results (Three Months Ended June 30, in thousands, except per share) | Metric | 2024 | 2023 | Change (2024 vs 2023) | % Change | | :-------------------------------------- | :---------- | :---------- | :-------------------- | :------- | | Revenue | $3,699 | $3,167 | $532 | 17% | | Cost of revenue | $2,925 | $2,511 | $414 | 16% | | Sales and marketing | $269 | $387 | $(118) | (30)% | | Technology and development | $366 | $567 | $(201) | (35)% | | General and administrative | $3,294 | $3,244 | $50 | 2% | | Operating loss | $(3,213) | $(3,959) | $746 | (19)% | | Net loss | $(5,259) | $(5,874) | $615 | (10)% | | Net loss per share, basic and diluted | $(0.12) | $(0.42) | $0.30 | (71)% | Key Operating Results (Six Months Ended June 30, in thousands, except per share) | Metric | 2024 | 2023 | Change (2024 vs 2023) | % Change | | :-------------------------------------- | :----------- | :----------- | :-------------------- | :------- | | Revenue | $4,086 | $3,993 | $93 | 2% | | Cost of revenue | $3,275 | $2,966 | $309 | 10% | | Sales and marketing | $569 | $753 | $(184) | (24)% | | Technology and development | $712 | $736 | $(24) | (3)% | | General and administrative | $6,317 | $6,077 | $240 | 4% | | Operating loss | $(6,909) | $(7,002) | $93 | (1)% | | Net loss | $(19,050) | $(14,036) | $(5,014) | 36% | | Net loss per share, basic and diluted | $(0.48) | $(1.02) | $0.54 | (53)% | Condensed Consolidated Statements of Stockholders' Deficit This section details changes in the company's stockholders' deficit, reflecting net loss, equity issuances, and other comprehensive income/loss Stockholders' Deficit Changes (Six Months Ended June 30, 2024, in thousands) | Metric | Dec 31, 2023 | Net Loss | Share-based Comp | Common Stock Issued (Ionic) | FX Translation | June 30, 2024 | | :-------------------------------------- | :----------- | :---------- | :--------------- | :-------------------------- | :------------- | :------------ | | Common Stock Par Value | $22 | — | — | $28 | — | $50 | | Additional Paid-In Capital | $379,244 | — | $15 | $12,279 | — | $391,538 | | Accumulated Other Comprehensive Income (Loss) | $(1,186) | — | — | — | $(31) | $(1,217) | | Accumulated Deficit | $(417,670) | $(19,050) | — | — | — | $(436,720) | | Total Stockholders' Deficit | $(39,590) | $(19,050) | $15 | $12,307 | $(31) | $(46,349) | - Total stockholders' deficit increased from $(39.59) million at December 31, 2023, to $(46.35) million at June 30, 2024, primarily due to a net loss of $(19.05) million, partially offset by common stock issuances to Ionic of $12.31 million[17] Condensed Consolidated Statements of Cash Flows This section summarizes the company's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2024 and 2023 Cash Flow Summary (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2024 | 2023 | Change (2024 vs 2023) | | :-------------------------- | :---------- | :---------- | :-------------------- | | Net cash used in operating activities | $(6,114) | $(5,227) | $(887) | | Net cash used in investing activities | $(567) | $(6) | $(561) | | Net cash provided by financing activities | $6,974 | $5,389 | $1,585 | | Net change in cash | $293 | $156 | $137 | | Cash, end of period | $438 | $208 | $230 | - Cash used in operating activities increased by $0.9 million, while cash provided by financing activities increased by $1.6 million, leading to a net increase in cash of $0.14 million for the six months ended June 30, 2024[20] Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the unaudited condensed consolidated financial statements, covering the company's organization, significant accounting policies, risk concentrations, revenue recognition, specific balance sheet accounts, debt obligations, equity transactions, related party dealings, and subsequent events Note 1. Organization and Business This note describes Remark Holdings, Inc.'s business as a diversified global technology company focused on AI and data analytics, highlighting its going concern issues - Remark Holdings, Inc. is a diversified global technology business focused on AI and data-analytics solutions, with common stock traded on the OTCQX Best market under the ticker MARK[22] - The company primarily sells AI-based products and services, with substantially all revenue from the U.S., U.K., and China[22] - The company has incurred recurring operating losses and negative cash flows, resulting in a stockholders' deficit of $46.3 million and a cash balance of $0.4 million as of June 30, 2024, raising substantial doubt about its ability to continue as a going concern[23][24] - Management plans to fund future operations through revenue growth from its AI and data analytics offerings and by evaluating strategic alternatives including debt and equity financings, but success is uncertain[25][26] Note 2. Summary of Significant Accounting Policies This note outlines the significant accounting policies used in preparing the financial statements, including GAAP conformity, estimates, cash balances, and revenue recognition - Financial statements are prepared in conformity with U.S. GAAP, with certain information and footnote disclosures omitted as permitted for Form 10-Q[28] - The company uses estimates and assumptions for various financial statement items, including accounts receivable, deferred cost of revenue, and share-based compensation[31] Cash Balances by Currency (in thousands) | Cash Denominated In | June 30, 2024 | Dec 31, 2023 | | :------------------ | :------------ | :----------- | | USD | $417 | $14 | | CNY | $16 | $10 | | GBP | $4 | $0 | | HKD | $1 | $0 | | Total Cash | $438 | $14 | - Revenue from AI-based products is recognized over time for continuous services or at a point in time upon completion and acceptance for integrated solutions, with collectability considered probable[39][40] - ASU 2023-07, Segment Reporting, effective January 1, 2024 (interim periods beginning in fiscal year 2025), did not have a material impact on the company's financial results[49] Note 3. Concentration of Risk This note highlights the company's significant customer concentration risk, with nearly all revenue and a large portion of accounts receivable tied to a single customer - During the six months ended June 30, 2024, essentially all revenue resulted from one customer, and at June 30, 2024, net accounts receivable from one customer represented about 87% of total net accounts receivable, indicating significant customer concentration[51][180] - The company believes alternative vendors are available for hardware purchases, mitigating supply chain disruption risk for cost of sales[53] Note 4. Revenue This note disaggregates the company's revenue by product category and geographic region for the three and six months ended June 30, 2024 and 2023 - The company primarily sells AI-based products and services based upon computer vision and other technologies[54] Disaggregation of Revenue by Category (in thousands) | Category | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | AI-based products and services | $3,699 | $3,105 | $4,086 | $3,826 | | Other | $0 | $62 | $0 | $167 | | Total Revenue | $3,699 | $3,167 | $4,086 | $3,993 | Disaggregation of Revenue by Country (in thousands) | Country | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | China | $0 | $3,097 | $387 | $3,840 | | United States and United Kingdom | $3,699 | $70 | $3,699 | $153 | | Total Revenue | $3,699 | $3,167 | $4,086 | $3,993 | - The company recognized approximately $0.4 million in revenue during the six months ended June 30, 2024, from China projects completed in 2023 that did not meet accrual basis revenue recognition criteria until cash was received[59] Note 5. Accounts Receivable This note details the company's accounts receivable, net, by region, highlighting the significant allowance for bad debt related to China projects Accounts Receivable, Net (in thousands) | Region | June 30, 2024 | Dec 31, 2023 | | :-------------------------- | :------------ | :----------- | | U.S. and U.K. Gross AR | $3,722 | $62 | | U.S. and U.K. Allowance | $(42) | $(42) | | U.S. and U.K. Net AR | $3,680 | $20 | | China Gross AR | $6,530 | $7,001 | | China Allowance | $(5,849) | $(5,734) | | China Net AR | $681 | $1,267 | | Total Accounts Receivable, Net | $4,361 | $1,287 | - Trade receivables related to China AI projects represented essentially all gross trade receivables in China, with a significant allowance for bad debt due to longer payment timelines and lingering effects of the COVID-19 pandemic[60] Note 6. Deferred Cost of Revenue This note explains the deferred cost of revenue, its reclassification to long-term, and the factors affecting China project completion - Total deferred cost of revenue was $6.29 million at June 30, 2024 (reclassified as long-term) compared to $6.64 million at December 31, 2023 (classified as current), representing advance payments to vendors for China projects[10][61][62] - Delays in completing China projects were caused by COVID-19 lockdowns, slow recovery, and increased U.S.-China political tensions, leading to staff reductions in China[62] - The deferred cost of revenue was reclassified as a long-term asset as of June 30, 2024, due to limited capital resources for China projects and potential future impairment if capital is insufficient[62] Note 7. Prepaid Expense and Other Current Assets This note provides a breakdown of the company's prepaid expenses and other current assets at June 30, 2024, and December 31, 2023 Prepaid Expense and Other Current Assets (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :------------------ | :------------ | :----------- | | Other receivables | $2 | $147 | | Prepaid expense | $369 | $339 | | Deposits | $121 | $128 | | Total | $492 | $614 | Note 8. Property and Equipment This note details the company's property and equipment, net of accumulated depreciation, at June 30, 2024, and December 31, 2023 Property and Equipment, Net (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :---------------------------------- | :------------ | :----------- | | Total property, equipment and software | $6,242 | $5,698 | | Less accumulated depreciation | $(5,608) | $(5,509) | | Total property, equipment and software, net | $634 | $189 | - Net property and equipment increased from $189 thousand at December 31, 2023, to $634 thousand at June 30, 2024[66] Note 9. Accrued Expense and Other Current Liabilities This note presents a detailed breakdown of the company's accrued expenses and other current liabilities, highlighting increases in delinquent payroll taxes and accrued interest Accrued Expense and Other Current Liabilities (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :-------------------------------------- | :------------ | :----------- | | Accrued compensation and benefit-related expense | $2,434 | $3,221 | | Accrued delinquent payroll taxes | $1,356 | $495 | | Accrued interest | $3,306 | $1,570 | | Other accrued expense | $2,770 | $3,187 | | Other payables | $2,202 | $2,138 | | Operating lease liability - current | $249 | $288 | | Other current liabilities | $886 | $632 | | Total | $13,203 | $11,531 | - Total accrued expense and other current liabilities increased by $1.67 million, with accrued delinquent payroll taxes increasing from $0.495 million to $1.356 million and accrued interest increasing from $1.57 million to $3.306 million[68] Note 10. Notes Payable This note details the company's notes payable, including the past-due 2023 Mudrick Notes and their associated interest rates and default status Notes Payable (in thousands) | Component | June 30, 2024 | Dec 31, 2023 | | :------------------------------------------------------------------ | :------------ | :----------- | | 2023 Mudrick Notes (Past Due) | $16,307 | $16,307 | | Other notes payable | $189 | $156 | | Notes payable, net of unamortized discount and debt issuance cost | $16,496 | $16,463 | - The 2023 Mudrick Notes, with an aggregate principal amount of approximately $16.3 million, were past due as of June 30, 2024, and December 31, 2023, bearing an interest rate of 20.5% per annum (increased by 2% upon default)[72][73][74] - The company did not make required repayments of the outstanding loans under the 2023 Mudrick Loan Agreement, constituting events of default for which no waiver has been received[74] Note 11. Funds Received in Advance of Potential Financing This note reports a liability for cash received from a potential investor in advance of a finalized financing agreement - As of June 30, 2024, the company reported a $2.8 million liability related to cash received from an unrelated potential investor/creditor in advance of finalizing an agreement[76] Note 12. Obligations to Issue Common Stock (Transactions with Ionic) This note details the company's agreements with Ionic Ventures, LLC, involving convertible debentures and an Equity Line of Credit, and the associated common stock issuances and finance costs - The company has agreements with Ionic Ventures, LLC, including convertible debentures and an Equity Line of Credit (ELOC), which involve issuing common stock[77][78][80] - For the six months ended June 30, 2024, the company issued 16,271,989 shares with a fair value of $10.3 million in final settlement of 2023 Debentures and 11,561,216 shares with a fair value of $2.0 million in partial settlement of ELOC Advances[78][90] - As of June 30, 2024, an estimated 101,193,753 shares with a fair value of $12.5 million are expected to be issued in settlement of ELOC Advances[90][93] Finance Cost Related to Obligations to Issue Common Stock (Six Months Ended June 30, 2024, in thousands) | Component | 2023 Debentures | ELOC Advances | Total | | :-------------------------------------- | :-------------- | :------------ | :------ | | Initial obligation in excess of purchase price | $0 | $3,031 | $3,031 | | Change in measurement of liability | $5,674 | $1,367 | $7,041 | | Total | $5,674 | $4,398 | $10,072 | Note 13. Commitments and Contingencies This note confirms that the company had no material commitments or pending legal proceedings outside the normal course of business as of June 30, 2024 - As of June 30, 2024, the company had no material commitments outside the normal course of business and was not a defendant in any material pending legal proceedings[97][98] Note 14. Stockholders' Deficit This note details changes in stockholders' deficit, including common stock issuances to Ionic, and provides activity summaries for stock warrants and options, along with share-based compensation costs - During the six months ended June 30, 2024, the company issued 27,833,205 shares with a fair value of $12.3 million to Ionic in full or partial settlement of ELOC Advances and convertible debentures[99] Stock Warrant Activity (Shares) | Metric | Shares | Weighted Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (Years) | | :-------------------------- | :---------- | :---------------------------------------- | :-------------------------------------------------- | | Outstanding at Dec 31, 2023 | 1,007,441 | $39.90 | 2.7 | | Outstanding at June 30, 2024 | 1,007,441 | $39.90 | 2.2 | Stock Option Activity (Shares) | Metric | Shares | Weighted Average Exercise Price Per Share | Weighted-Average Remaining Contractual Term (Years) | | :-------------------------- | :---------- | :---------------------------------------- | :-------------------------------------------------- | | Outstanding at Dec 31, 2023 | 1,618,851 | $30.31 | 4.5 | | Forfeited, cancelled or expired | (100,773) | $57.37 | | | Outstanding at June 30, 2024 | 1,518,078 | $28.52 | 4.2 | Share-Based Compensation Cost (in thousands) | Component | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------- | :--------------------------- | :--------------------------- | | Stock options | $15 | $156 | | China Cash Bonuses | $(9) | $(3) | | Total | $6 | $153 | Note 15. Related Party Transactions This note discloses amounts owed to members of management for operating expense payments, noting their unsecured, non-interest-bearing nature and lack of formal repayment terms - As of June 30, 2024, the company owed approximately $1.0 million to members of management for various operating expense payments made on its behalf, down from $1.6 million at December 31, 2023; these amounts are unsecured, non-interest-bearing, with no formal terms of repayment[109] Note 16. China Business Partner This note describes the company's dual relationship with a China Business Partner, involving revenue collaboration and software purchases, and outstanding accounts payable - The company interacts with an unrelated China Business Partner in a dual capacity: collaborating to earn revenue from large Chinese companies and purchasing inventory/software from its subsidiary[110] - No material revenue was recognized from this relationship during the six months ended June 30, 2024 and 2023, but the company purchased approximately $0.3 million in internal use software from the partner in 2024[110][111] - Outstanding accounts payable to the China Business Partner were $0.7 million at both June 30, 2024, and December 31, 2023[111] Note 17. Subsequent Events This note reports significant events occurring after the reporting period, including the exchange of Mudrick Notes for new Secured Convertible Debentures and further equity issuances to Ionic - On August 5, 2024, the company exchanged its 2023 Mudrick Notes (approximately $16.3 million principal plus $3.7 million accrued interest) for newly-issued Secured Convertible Debentures with Mudrick Capital Management, L.P[112] - The Secured Convertible Debentures mature on May 15, 2025, bear 20.5% annual interest payable in kind, and are convertible into common stock at the closing price on the preceding trading day, subject to a $0.10 floor price and beneficial ownership limits[113][114] - During August 2024, the company issued 1,080,000 shares to Ionic in partial settlement of ELOC Advances[118] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and operational results for the three and six months ended June 30, 2024, discussing business overview, strategic outlook, critical accounting estimates, and detailed analysis of revenue, expenses, and liquidity Overview This section provides a high-level overview of Remark Holdings as a diversified global technology business specializing in AI and data-analytics, alongside digital media properties - Remark Holdings is a diversified global technology business specializing in AI and data-analytics, alongside a portfolio of digital media properties[120] Our Business This section describes the company's core business, focusing on AI-based computer vision products, computing devices, and SaaS solutions, particularly its Smart Safety Platform (SSP) - The company generates revenue from AI-based computer vision products, computing devices, and software-as-a-service solutions, with a primary focus on its Smart Safety Platform (SSP)[121] - The SSP is a leading software solution for computer vision to detect persons, objects, and behavior in video feeds, providing real-time alerts for public and workplace safety[121] - AI solutions, including the SSP, are customized and sold to customers in retail, construction, public safety, workplace safety, and public sectors, with versions for transportation and energy markets[123] Overall Business Outlook This section discusses the company's strategic shift away from China due to economic and political challenges, focusing on expanding into new international markets and establishing channel partnerships - The company's business in China has been negatively impacted by a slow economic recovery post-COVID-19 and rising political tensions between the U.S. and China, leading to staff reductions in China[124] - Strategic focus is shifting to expand business outside of China, targeting fast-growth AI market opportunities in the Asia-Pacific region (outside China), U.S., U.K., Central and South America (Brazil, Colombia, Malaysia, India), and anticipated expansion into the Middle East[125] - The company aims to increase market presence through establishing business relationships with channel partners and larger players in the information technology and AI space[126] Inflation and Supply Chain This section addresses the impact of inflation and supply chain disruptions, particularly those stemming from U.S.-China political tensions, on the company's operations and costs - Inflation has not had a material effect on operations to date, but future inflationary pressures could increase operating costs and stress working capital resources[128] - Political tensions between the U.S. and China have caused delays in deploying services and completing contracts in China due to vendor issues[129] - Geographic diversification increases the risk of supply chain disruptions for high-technology products like servers and related equipment used for AI software and customer sales[129] Business Developments During 2024 This section highlights key business developments in 2024, including challenges in China and successful contract acquisition in the U.S., alongside a breakdown of revenue categories - High political tension and staff reductions in China made it difficult to complete significant projects there, while the company successfully secured a contract with a large school district in the U.S., with additional orders expected[131] Revenue Categories as Percentage of Total Consolidated Revenue | Category | 3 Months Ended June 30, 2024 | 3 Months Ended June 30, 2023 | 6 Months Ended June 30, 2024 | 6 Months Ended June 30, 2023 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | AI-based products and services | 100% | 98% | 100% | 96% | | Advertising and other | 0% | 2% | 0% | 4% | Critical Accounting Estimates This section states that no material changes were made to critical accounting estimates during the period, except for the assessment of indefinite-lived intangible assets for impairment - No material changes were made to critical accounting estimates during the six months ended June 30, 2024, except for the assessment of indefinite-lived intangible assets for impairment, specifically deferred cost of revenue[133][134] Evaluating Indefinite-Lived Intangible Assets for Impairment This section discusses the recoverability and potential impairment risk of the deferred cost of revenue, particularly concerning China projects and capital limitations - The deferred cost of revenue balance as of June 30, 2024, is fully recoverable if vendors perform installations, but completing China projects requires additional capital resources[135] - Due to limited capital for China and potential delays, the deferred cost of revenue was reclassified as a long-term asset, with a risk of future impairment if capital is insufficient[135] Results of Operations This section details the changes in the company's operating results for the three and six months ended June 30, 2024, compared to the prior year, highlighting shifts in revenue sources, expense fluctuations, and the impact of financing costs Revenue and Cost of Revenue This section analyzes the changes in revenue and cost of revenue, noting the impact of U.S. projects offsetting reduced China project completions - For the three months ended June 30, 2024, revenue increased by $0.5 million (17%) to $3.7 million, primarily due to a U.S. school district project, offsetting reduced China project completions[137][138] - For the six months ended June 30, 2024, revenue slightly increased by $0.09 million (2%) to $4.09 million, as U.S. project revenue largely offset reduced China revenue[138] - Cost of revenue increased in relation to the change in revenue for both periods[138][139] Technology and Development This section explains the decrease in technology and development expenses, primarily due to China staff reductions, partially offset by the absence of a prior-year tax credit - Technology and development expenses decreased by $0.2 million (35%) for the three months ended June 30, 2024, due to reduced payroll-related expenses from China staff reductions[137][140] - For the six months ended June 30, 2024, the decrease in China payroll was largely offset by the absence of a $0.5 million refundable tax credit received from the U.K. government in the prior year[141] General and Administrative This section details the increase in general and administrative expenses, driven by business development, partially offset by a decrease in franchise taxes - General and administrative expenses increased by $0.24 million (4%) for the six months ended June 30, 2024, driven by business development expenses, partially offset by a $0.2 million decrease in franchise taxes[138][142] Impairments This section reports that no impairments were recorded during the current reporting period, contrasting with prior-year impairments for capitalized software development costs and prepaid expenses - No impairments were recorded during the three or six months ended June 30, 2024; in the prior year (Q2 2023), impairments of approximately $0.4 million were recorded for unrecoverable capitalized software development costs and prepaid expenses[137][138][142] Interest Expense This section explains the decrease in interest expense, primarily due to the absence of a prior-year extension fee, partially offset by an increased interest rate on the Mudrick loan due to payment defaults - Interest expense decreased by $0.5 million (21%) for the six months ended June 30, 2024, primarily because the prior year included an $0.8 million extension fee related to the 2023 Mudrick Loan Agreement, partially offset by an increased interest rate on the Mudrick loan due to payment defaults[138][143] Finance Cost Related to Obligations to Issue Common Stock This section details the significant increase in finance costs related to obligations to issue common stock, driven by more ELOC Advances outstanding with Ionic - Finance cost related to obligations to issue common stock increased by $5.4 million (118%) for the six months ended June 30, 2024, to $10.07 million, due to the establishment and remeasurement of obligations from more ELOC Advances outstanding with Ionic[138][144] Liquidity and Capital Resources This section addresses the company's financial viability, highlighting its ongoing going concern issues, the status of its Mudrick loans, and its strategy for managing cash flows and securing future financing through equity issuances and new product lines Going Concern This section discusses the company's substantial doubt about its ability to continue as a going concern, citing accumulated deficit, negative cash flows, and delinquent payroll taxes, while outlining management's funding plans - The company has an accumulated deficit of $(436.7) million, net cash used in operating activities of $6.1 million, and a cash balance of $0.4 million as of June 30, 2024, along with $1.4 million in delinquent payroll taxes, indicating substantial doubt about its ability to continue as a going concern[145] - Management plans to fund operations through revenue growth from AI offerings and thermal-imaging products, and by seeking additional capital through debt and equity financings, but success is uncertain due to market conditions and external factors[146][147] - Projections are inherently uncertain, and there is substantial doubt that the company can meet ongoing requirements, potentially fully utilizing cash resources prior to September 30, 2024[148] Mudrick Loans This section details the history and current status of the company's loans with Mudrick, including defaults, interest rate increases, and the recent exchange for new Secured Convertible Debentures - The company's Original Mudrick Loans (initially $30.0 million at 16.5% interest) defaulted in October 2022, triggering an increase in the interest rate to 20.5%[149] - In March 2023, the Original Mudrick Loans were exchanged for 2023 Mudrick Notes totaling approximately $16.3 million, bearing 20.5% interest, which became due October 31, 2023, and were secured by all company assets[150][151] - On August 5, 2024, the 2023 Mudrick Notes (principal plus accrued interest totaling approx. $20.0 million) were exchanged for new Secured Convertible Debentures, maturing May 15, 2025, with 20.5% interest payable in kind and convertible into common stock[153][154] Obligations to Issue Common Stock This section outlines the company's Equity Line of Credit (ELOC) and convertible debenture agreements with Ionic, detailing terms, amendments, and associated common stock issuances - The company has a $50.0 million Equity Line of Credit (ELOC) with Ionic, allowing it to direct Ionic to purchase common stock over a 36-month term, subject to conditions like a $0.20 floor price (amended from $0.25) and beneficial ownership limits[159][161] - Various amendments to the ELOC agreement in 2023 and 2024 adjusted purchase prices, increased commitment fees, and clarified terms regarding Nasdaq delisting and trading on OTC markets[163][164][165] - In March 2023, the company also entered into the 2023 Debenture Purchase Agreement with Ionic, issuing two convertible subordinated debentures totaling approximately $2.8 million for a purchase price of $2.5 million[162] Cash Flows - Operating Activities This section reports an increase in net cash used in operating activities, primarily attributed to the timing of working capital payments - Net cash used in operating activities increased by $0.9 million to $6.1 million for the six months ended June 30, 2024, primarily due to the timing of working capital payments[166] Cash Flows - Investing Activities This section highlights a significant increase in net cash used in investing activities, driven by purchases of internal use software and other operating assets - Net cash used in investing activities increased significantly to $0.6 million for the six months ended June 30, 2024, compared to a de minimis amount in the prior year, due to purchases of internal use software and other operating assets[167] Cash Flows - Financing Activities This section details the increase in net cash provided by financing activities, primarily from Ionic ELOC advances, funds from a potential investor, and advances from senior management - Net cash provided by financing activities increased by $1.6 million to $7.0 million for the six months ended June 30, 2024[168] - This increase was driven by $4.8 million from Ionic ELOC advances, $2.8 million from an unrelated potential investor, and $0.7 million in advances from senior management, partially offset by $1.3 million in repayments to senior management[168] Off-Balance Sheet Arrangements This section confirms that the company currently has no off-balance sheet arrangements - The company currently has no off-balance sheet arrangements[169] Recently Issued Accounting Pronouncements This section refers to Note 2 for a discussion of recently issued accounting pronouncements - Refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion regarding recently issued accounting pronouncements[169] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that there are no applicable quantitative and qualitative disclosures about market risk for the company - This item is not applicable to the company[170] Item 4. Controls and Procedures This section details the evaluation of the company's disclosure controls and procedures, identifying existing material weaknesses related to documentation of manual journal entries, revenue recognition, and e-commerce inventory valuation, and outlines ongoing remediation efforts Evaluation of Disclosure Controls and Procedures This section concludes that the company's disclosure controls and procedures were ineffective due to material weaknesses in documentation, revenue recognition, and inventory valuation - Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2024, due to identified material weaknesses[173] - Material weaknesses include insufficient documentation of review and approval for manual journal entries, inadequate consideration of revenue recognition criteria for certain China contracts, and insufficient documentation for e-commerce inventory valuation (lower of cost or net realizable value)[172] Remediation Efforts to Address the Material Weakness This section outlines the company's commitment to remediation efforts, noting that implementation has been slowed by external factors like the COVID-19 pandemic and working capital restrictions - The company is committed to remediation efforts, but implementation of the plan to address material weaknesses from 2018 and 2019 has been slowed by factors like the COVID-19 pandemic and working capital restrictions, and effects were not fully mitigated as of June 30, 2024[174] Changes in Internal Control over Financial Reporting This section reports no material changes in internal control over financial reporting during the period, while an ongoing ERP system implementation is expected to aid remediation - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2024[175] - Implementation of a new ERP system is ongoing and expected to help remediate the identified material weaknesses, though it has been slowed by the COVID-19 pandemic[175] Part II. Other Information This part covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits Item 1. Legal Proceedings This section confirms that the company is not involved in any material legal proceedings - The company is not a defendant in any material pending legal proceeding[176] Item 1A. Risk Factors This section highlights significant risks associated with investing in the company, including a history of operating losses, uncertainty of future revenue, the need for additional capital, and a high dependence on a small number of customers - Investing in the company's common stock involves a high degree of risk, with no material changes from the risk factors disclosed in the 2023 Form 10-K[176] - The company has a history of operating losses and negative cash flow from operations, with an accumulated deficit of $(436.7) million as of June 30, 2024, raising uncertainty about its ability to generate sufficient revenue to sustain operations[177] - The company is dependent on a small number of customers, with essentially all revenue from one customer during the six months ended June 30, 2024, and 87% of net accounts receivable from one customer at June 30, 2024[180] - The company may need additional capital through equity or debt financing, which could dilute existing stockholders, and there is no certainty of successfully raising capital on commercially reasonable terms[178][179] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports the issuance of common stock to Ionic Ventures, LLC, under an exemption from registration requirements - Between April 1 and June 30, 2024, the company issued 8,719,016 shares of common stock to Ionic Ventures, LLC for advances made pursuant to the Amended ELOC Purchase Agreement[181] - These sales were made in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933[181] Item 3. Defaults Upon Senior Securities This section states that there were no defaults upon senior securities during the reported period - None[182] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Not applicable[182] Item 5. Other Information This section reports that no directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the period - During the six months ended June 30, 2024, none of the company's directors or officers adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement'[183] Item 6. Exhibits This section provides a list of exhibits filed as part of the Form 10-Q, including organizational documents, agreements, and certifications - The report includes various exhibits such as Amended and Restated Certificate of Incorporation, Bylaws, amendments to purchase agreements with Ionic Ventures, LLC, and certifications of principal executive and financial officers[184][185] Signature This section contains the signature of the company's authorized officer, affirming the submission of the report - The report was signed by Kai-Shing Tao, Chairman and Chief Executive Officer (principal executive, financial and accounting officer), on August 19, 2024[187]