Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
1.
Organization and Basis of Presentation
PositiveID
Corporation, including its wholly-owned subsidiaries Microfluidic Systems (“MFS”) and E-N-G Mobile Systems, Inc. (“ENG”),
and Thermomedics, Inc. (“Thermomedics”), which the Company contractually controls (collectively, the “Company”
or “PositiveID”), develops molecular diagnostic systems for bio-threat detection and rapid medical testing; markets
the Caregiver® non-contact clinical thermometer; and manufactures specialty mobile labs and communication vehicles. The Company
is currently developing Firefly Dx, an automated pathogen detection system for rapid diagnostics, both for clinical and
point-of-need applications.
Authorized
Common Stock
As
of March 31, 2016, the Company was authorized to issue 3.9 billion shares of common stock. On February 25, 2016, the Company filed
the Seventh Amendment to the Second Amendment and Restated Certificate of Incorporation, as amended, with the State of Delaware
to increase the number of authorized common shares to 3.895 billion shares, from 1.97 billion shares.
Going
Concern
The
Company’s unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern.
As of March 31, 2016, we had a working capital deficiency of approximately $13 million and a stockholders’ deficit of approximately
$14.3 million, compared to a working capital deficit of approximately $10.7 million and a stockholders’ deficit of approximately
$11.8 million as of December 31, 2015. The increase in the working capital deficit was primarily due to operating losses for the
period and capital raised through convertible debt financings that was spent on operations.
We
have incurred operating losses prior to and since the merger that created PositiveID. The operating losses during 2015 and for
the three month ending March 31, 2016 are the result of research and development expenditures, selling, general and administrative
expenses related to our molecular diagnostics and detection and Caregiver® products. We expect our operating losses to continue
through 2016. These conditions raise substantial doubt about our ability to continue as a going concern.
Our
ability to continue as a going concern is dependent upon our ability to obtain financing to fund the continued development of
our products and to support working capital requirements. Until we are able to achieve operating profits, we will continue to
seek to access the capital markets. In 2015 and for the first three months of 2016, we raised approximately $5.9 and $0.8 million,
respectively from the issuance of convertible debt.
The
Company intends to continue to access capital to provide funds to meet its working capital requirements for the near-term future.
In addition and if necessary, the Company could reduce and/or delay certain discretionary research, development and related activities
and costs. However, there can be no assurances that the Company will be able to negotiate additional sources of equity or credit
for its long-term capital needs. The Company’s inability to have continuous access to such financing at reasonable costs
could materially and adversely impact its financial condition, results of operations and cash flows, and result in significant
dilution to the Company’s existing stockholders. The Company’s consolidated financial statements do not include any
adjustments relating to recoverability of assets and classifications of assets and liabilities that might be necessary should
the Company be unable to continue as a going concern.
Basis
of Presentation
The
accompanying condensed consolidated balance sheet as of December 31, 2015 has been derived from the Company’s audited financial
statements included in its Annual Report on Form 10-K for the year ended December 31, 2015. The accompanying unaudited condensed
consolidated financial statements for the three months ended March 31, 2016 and 2015 have been prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and
regulations of the Securities Exchange Commission (“SEC”). Certain information and note disclosures normally included
in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations,
although the Company believes that the disclosures made are adequate to make the information not misleading. In the opinion of
the Company’s management, all adjustments (including normal recurring adjustments) necessary for a fair presentation for
the periods presented have been reflected as required by Regulation S-X, Rule 10-01.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
The
unaudited condensed consolidated statements of operations for the three months ended March 31, 2016 are not necessarily indicative
of the results that may be expected for the entire year. These statements should be read in conjunction with the consolidated
financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2015.
New
Accounting Pronouncements
There
are no new accounting pronouncements during the three months ended March 31, 2016 that affect the consolidated financial position
of the Company or the results of its operations. Accounting Standard Updates which are not effective until after March 31, 2016,
including the pronouncements discussed below, are not expected to have a significant effect on the Company’s consolidated
financial position or results of its’ operations.
ASU
2016-10:
In
April 2016, FASB issued Accounting Standards Update (“ASU”), 2016-10—Revenue from Contracts with Customers (Topic
606): Identifying Performance Obligations and Licensing. The amendments in this Update affect the guidance in Accounting Standards
Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition
requirements for the amendments in this Update are the same as the effective date and transition requirements in Topic 606 (and
any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (Topic
606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year to annual reporting periods beginning
after December 15, 2017. This updated guidance is not expected to have a material impact on our results of operations, cash
flows or financial condition.
ASU
2016-09:
In
March 2016, FASB issued Accounting Standards Update (“ASU”), 2016-09—”Compensation—Stock Compensation
(Topic 718): Improvements to Employee Share-Based Payment Accounting”. For public business entities, the amendments are
effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other
entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual
periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity
early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that
includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. This updated
guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.
ASU
2016-02:
In
February 2016, FASB issued Accounting Standards Update (“ASU”), 2016-02— “Leases (Topic 842), Section
A—Leases: Amendments to the FASB Accounting Standards Codification®; Section B—Conforming Amendments Related to
Leases: Amendments to the FASB Accounting Standards Codification®; Section C—Background Information and Basis for Conclusions”.
Effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for any of
the following:
|
1.
|
A
public business entity
|
|
|
|
|
2.
|
A
not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on
an exchange or an over-the-counter market
|
|
|
|
|
3.
|
An
employee benefit plan that files financial statements with the U.S. Securities and Exchange Commission (SEC).
|
For
all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, and interim
periods within fiscal years beginning after December 15, 2020. Early application of the amendments in this Update is permitted
for all entities. This updated guidance is not expected to have a material impact on our results of operations, cash flows or
financial condition.
AUS
2015-11:
In
July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires an entity to measure most
inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure
inventory at the lower of cost or market. The accounting standard is effective prospectively for annual periods beginning after
December 15, 2016, and interim periods therein. Early adoption is permitted as of the beginning of an interim or annual reporting
period. The Company is currently evaluating the impact of this accounting standard.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
ASU
2014-15:
In
August 2014, the FASB” issued Accounting Standards Update 2014-15, “Presentation of Financial Statements - Going Concern
(Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This update
requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue
as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim
periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company’s
consolidated financial statements upon adoption.
ASU
2014-09:
In
June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”.
The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue
resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters
into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede
some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The
update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue
issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the
update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets
and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The
update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting
period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial
condition.
2.
Summary of Significant Accounting Policies
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries of which all are inactive
except for MFS and ENG. Additionally, the Company consolidates the accounts of Thermomedics, Inc., which it contractually controls.
All intercompany balances and transactions have been eliminated in the consolidation.
Use
of Estimates
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 revenue and expenses during the reporting period. Actual results could differ from those
estimates. Significant estimates during the reported periods include valuation of assets acquired and liabilities assumed in business
combinations, allowance for doubtful accounts receivable, inventories valuation, valuation of goodwill and intangible assets,
valuation of loss and other contingencies, product warranty liabilities, valuation of derivatives, valuation of beneficial conversion
features, estimate of contingent earn-out liabilities, valuation of stock-based compensation and an estimate of the deferred tax
asset valuation allowance.
Cash
and Cash Equivalents
For
the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with an original
maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at March 31, 2016 or December
31, 2015 respectively. The Company maintained its cash in various financial institutions during the year ended December 31, 2015
and as of March 31, 2016. Balances were insured up to Federal Deposit Insurance Corporation (“FDIC”) limits. At times,
cash deposits exceeded the federally insured limits
however, the Company has not incurred any losses to date. There
were no cash deposits that exceeded the federally insured limits as of March 31, 2016.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Accounts
receivable
Accounts
receivable are stated at their estimated net realizable value. The Company reviews its accounts to estimate losses resulting from
the inability of its customers to make required payments. Any required allowance is based on specific analysis of past due accounts
and also considers historical trends of write-offs. Past due status is based on how recently payments have been received from
customers. The Company’s collection experience has been favorable reflecting a limited number of customers. No allowance
was deemed necessary at March 31, 2016 and December 31, 2015.
Inventories
Inventory
for consists of finished goods of our Caregiver® non-contact thermometers and in our Mobile Lab Segment consists
of standard and manufactured frames and bodies of vehicles, components of mobile units and other materials and is stated
at lower of cost or market and net realizable value on a first in first out basis. Reserves, if necessary, are recorded to reduce
inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the
various inventory items. These assumptions are evaluated periodically and are based on the Company’s business plan and from
feedback from customers and the product development team; however, estimates can vary significantly. As of March 31, 2016 and
December 31, 2015, inventory reserves were not material.
Inventories
consisted of the following (in thousands):
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Finished goods of Caregiver® non-contact thermometers
|
|
$
|
32
|
|
|
$
|
15
|
|
Materials inventory
|
|
|
1,264
|
|
|
|
966
|
|
Mobile vehicle inventory
|
|
|
66
|
|
|
|
787
|
|
|
|
$
|
1,362
|
|
|
$
|
1,768
|
|
Reserves
for Warranty
The
Company records a reserve at the time product revenue is recorded based on historical rates. The reserve is reviewed during the
year and is adjusted, if appropriate, to reflect new product offerings or changes in experience. Actual warranty claims are tracked
by product line. The warranty reserve was not material.
Equipment
Equipment
is carried at cost less accumulated depreciation, computed using the straight-line method over the estimated useful lives. Leasehold
improvements are depreciated over the shorter of the lease term or useful life, software is depreciated over 5 years, and equipment
is depreciated over periods ranging from 1 to 8 years. Repairs and maintenance which do not extend the useful life of the asset
are charged to expense as incurred. Gains and losses on sales and retirements are reflected in the consolidated statements of
operations.
Depreciation
expense for the three months ended March 31, 2016 and 2015 was $10,267 and $2,030, respectively.
Intangible
Assets and Goodwill
Intangible
assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful lives.
Customer contracts and relationships are being amortized over a period of 3 years, patents and other intellectual property are
being amortized over a period of 5 years, and non-compete agreements are being amortized over 2 years.
The
Company continually evaluates whether events or circumstances have occurred that indicate the remaining estimated useful lives
of its definite-lived intangible assets may warrant revision or that the remaining balance of such assets may not be recoverable.
The Company uses an estimate of the related undiscounted cash flows attributable to such asset over the remaining life of the
asset in measuring whether the asset is recoverable.
The
Company records goodwill as the excess of the purchase price over the fair values assigned to the net assets acquired in business
combinations. Goodwill is allocated to reporting units as of the acquisition date for the purpose of goodwill impairment testing.
The Company’s reporting units are those businesses for which discrete financial information. Goodwill of a reporting unit
is tested for impairment at year-end, or between testing dates if an impairment condition or event is determined to have occurred.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
In
assessing potential impairment of the intangible assets recorded in connection with the MFS, ENG and Thermomedics acquisitions,
as of March 31, 2016, we considered the likelihood of future cash flows attributable to such assets. Based on our analysis, we
have concluded based on information currently available, that no impairment of the intangible assets exists as of March 31, 2016.
The Company performed its annual impairment test of goodwill as of December 31, 2015. As a result of this annual test, using the
market capitalization method of valuation, it was determined that the goodwill balance as of December 31, 2015 was not impaired.
Amortization
expense for the three months ended March 31, 2016 and 2015 was $100,083 and $61,150, respectively.
Revenue
Recognition
Revenue
is recognized when persuasive evidence of an arrangement exists, collectability of arrangement consideration is reasonably assured,
the arrangement fees are fixed or determinable and upon completion and delivery in accordance with the customer contract or purchase
order.
If
at the outset of an arrangement, the Company determines that collectability is not reasonably assured, revenue is deferred until
the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s
acceptance of the Company’s deliverables, revenue is not recognized until the earlier of receipt of customer acceptance
or expiration of the acceptance period. If at the outset of an arrangement, the Company determines that the arrangement fee is
not fixed or determinable, revenue is deferred until the arrangement fee becomes estimable, assuming all other revenue recognition
criteria have been met.
To
date, the Company has generated revenue from three sources: (1) professional services (consulting & advisory), (2) technology
licensing, and (3) product sales.
Specific
revenue recognition criteria for each source of revenue is as follows:
|
(1)
|
Revenues
for professional services, which are of short term duration, are recognized when services are provided,
|
|
|
|
|
(2)
|
Technology
license revenue is recognized upon the completion of all terms of that license. Payments received in advance of completion
of the license terms are recorded as deferred revenue.
|
|
|
|
|
(3)
|
Revenue
from sales of the Company’s products is recorded when risk of loss has passed to the buyer and criteria for revenue
recognition discussed above is met. Payments received in advance of delivery and revenue recognition are recorded as deferred
revenue.
|
If
these criteria are not met, the arrangement is accounted for as one unit of accounting which would result in revenue being recognized
ratably over the contract term or being deferred until the earlier of when such criteria are met or when the last undelivered
element is delivered. If these criteria are met for each element and there is a relative selling price for all units of accounting
in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on each unit’s relative
selling price.
Concentrations
Concentration
of Deferred Revenue
At
March 31, 2016, the Company had deferred revenue of approximately
$1.1 million of which 36% and 38% were from the Company’s two largest customers. As of December 31, 2015, the Company had
deferred revenue of approximately $1.8 million of which 21%, 22% and 38% were from the Company’s three largest customers.
Concentration
of Revenues
During
the three months ended March 31, 2016, the Company had revenue of approximately $1.7 million of which 68% and 17% were
from the Company’s two largest customers. During the three months ended March 31, 2015, the Company had revenue of approximately
$0.1 million of which 100% was from a single customer.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Concentration
of Accounts Receivable
As
of March 31, 2016 the Company had accounts receivable of approximately $116,000 of which 22%, 18% and 18% were from three of the
Company’s largest customers. As of December 31, 2015, the Company had accounts receivable of approximately $641,000 of which
60% and 19% were from two of the Company’s largest customers.
Advertising
Costs
Advertising
costs are expensed as incurred. Advertising costs for the three months ended March 31, 2016 and 2015 were not significant.
Shipping
and Handling
Costs
incurred by the Company for freight in are included in costs of revenue. Freight in costs incurred for the three months ended
March 31, 2016 and 2015 were not significant.
Legal
Expenses
All
legal costs for litigation matters are charged to expense as incurred.
Convertible
Notes With Variable Conversion Options
The
Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal
and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock
at the time of conversion. The Company measures the fair value of the notes at the time of issuance, which is the result of the
share price discount at the time of conversion, and records the premium as accretion to interest expense to the date of first
conversion.
The
Company accounts for debt issuance cost paid to lenders, or on behalf of lenders, in accordance with ASC 470, Debt. The costs
associated with the issuance of debt are recorded as debt discount and amortized over the life of the underlying debt instrument.
Accounting
for Derivatives
The
Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components
of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under
certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability.
In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations
as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at
the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity
that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the
instrument on the reclassification date.
Fair
Value of Financial Instruments and Fair Value Measurements
The
Company measures its financial and non-financial assets and liabilities, as well as makes related disclosures, in accordance with
ASC Topic 820,
Fair Value Measurements and Disclosures
(“ASC Topic 820”). For certain of our financial instruments,
including cash, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due
to their short maturities. Amounts recorded for notes payable, net of discount, also approximate fair value because current interest
rates available to the Company for debt with similar terms and maturities are substantially the same.
ASC
Topic 820 provides guidance with respect to valuation techniques to be utilized in the determination of fair value of assets and
liabilities. Approaches include, (i) the market approach (comparable market prices), (ii) the income approach (present value of
future income or cash flow), and (iii) the cost approach (cost to replace the service capacity of an asset or replacement cost).
ASC Topic 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. The following is a brief description of those three levels:
|
Level
1:
|
Observable
inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
|
|
|
|
Level
2:
|
Inputs
other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not
active.
|
|
|
|
|
Level
3:
|
Unobservable
inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which
reflect those that a market participant would use.
|
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Stock-Based
Compensation
Stock-based
compensation expenses are reflected in the Company’s consolidated statements of operations under selling, general and administrative
expenses and research and development expenses.
Compensation
expense for all stock-based employee and director compensation awards granted is based on the grant date fair value estimated
in accordance with the provisions of ASC Topic 718, Stock Compensation (“ASC Topic 718”). The Company recognizes these
compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term.
Vesting terms vary based on the individual grant terms.
The
Company estimates the fair value of stock-based compensation awards on the date of grant using the Black-Scholes-Merton (“BSM”)
option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions
and are freely transferable. In addition, option valuation models require the input of highly subjective assumptions including
the expected stock price volatility. The BSM option pricing model considers, among other factors, the expected term of the award
and the expected volatility of the Company’s stock price. Expected terms are calculated using the Simplified Method, volatility
is determined based on the Company’s historical stock price trends and the discount rate is based upon treasury rates with
instruments of similar expected terms. Warrants granted to non-employees are accounted for in accordance with the measurement
and recognition criteria of ASC Topic 505-50, Equity Based Payments to Non-Employees.
Loss
per Common Share
The
Company presents basic income (loss) per common share and, if applicable, diluted income (loss) per share. Basic income (loss)
per common share is based on the weighted average number of common shares outstanding during the year and after preferred stock
dividend requirements. The calculation of diluted income (loss) per common share assumes that any dilutive convertible preferred
shares outstanding at the beginning of each year or the date issued were convertible at those dates, with preferred stock dividend
requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased
by shares issuable upon exercise of those stock options and warrants for which the average period market price exceeds the exercise
price, less shares that could have been purchased by the Company with related proceeds. Additionally, shares issued upon conversion
of convertible debt are included.
The
following potentially dilutive equity securities outstanding as of March 31, 2016 and as of December 31, 2015 were not included
in the computation of dilutive loss per common share because the effect would have been anti-dilutive (in thousands):
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
Common shares issuable under:
|
|
|
|
|
|
|
|
|
Convertible notes
|
|
|
1,082,564
|
|
|
|
546,524
|
|
Convertible Series I Preferred Stock
|
|
|
92,044
|
|
|
|
70,490
|
|
Convertible Series J Preferred Stock
|
|
|
11,364
|
|
|
|
5,814
|
|
Stock options
|
|
|
65,896
|
|
|
|
24,596
|
|
Warrants
|
|
|
14,640
|
|
|
|
13,490
|
|
Unvested restricted common stock
|
|
|
3,332
|
|
|
|
3,332
|
|
|
|
|
1,269,840
|
|
|
|
664,426
|
|
Segments
The
Company follows the guidance of ASC 280-10 for “Disclosures about Segments of an Enterprise and Related Information.”
During 2015, the Company only operated in one segment – Diagnostics and Detection. Beginning January 1, 2016,
the Company operates in three business segments: Molecular Diagnostics, Medical Devices and Mobile Labs (see Note 9).
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Reclassifications
The
Company grouped $103,000 of costs reported in March 31, 2015 as Direct Labor into Cost of Revenues in 2016 to conform to the 2016
presentation.
3.
Acquisitions/Dispositions
ENG
Mobile Systems Acquisition
On
December 24, 2015, the Company acquired all of the outstanding common stock of E-N-G Mobile Systems, Inc. (“ENG”)
from its sole shareholder (the “Seller”). Pursuant to the Purchase Agreement, as consideration at the time of closing
of the Acquisition, PositiveID paid the Seller $750,000 in cash and issued a convertible secured promissory note to the Seller
in the amount of $150,000. The Company has also entered into a two year consulting agreement with the Seller. The consulting agreement
was determined not to represent additional purchase price.
Additional
earn-out payments may be earned by ENG. Each Earn-Out Payment, if any, will be calculated at 5% of the revenue actually recognized
and realized from each of the contracts and purchase orders identified, with an earn-out value indicated for each on the signed
backlog schedule (the “Signed Backlog Schedule”) subsequent to Closing. For purposes of determining whether any earn-out
payments will be made and the amount of such payment, the term Signed Backlog Schedule means those signed contracts and purchase
orders in effect as of the date of Closing but under which the product is yet to be delivered and all or a portion of the revenue
is yet to be recognized as of Closing. The earn-out payments will be paid in cash within five business days following the date
the Company recognizes the revenue (including deposits held) and receives full payment from the applicable contract or purchase
order on the Signed Backlog Schedule. The Earn-Out Payments shall be subject to adjustment finalization of the purchase accounting.
The Company recorded a contingent earn-out liability of approximately $123,000, as a current liability, as reflected in the consolidated
balance sheet as of December 31, 2015. During the three months ended March 31, 2016, the Company paid ENG earn-out consideration
of $29,592, and the remaining balance of the contingent earn-out liability recorded on the balance sheet as of March 31, 2016
is $92,766.
The
estimated purchase price of the acquisition totaled $912,000, comprised of $750,000 in cash, a convertible seller note of $150,000
(“ENG Note”), the fair value of the contingent consideration estimated at approximately $123,000 net of an estimated
recovery based on the closing net worth of ENG, estimated at $111,000, as of December 31, 2015 and March 31, 2016. The estimated
recovery based on the closing net worth has been recorded in other receivable in the consolidated balance sheet at December 31,
2015 and March 31, 2016.The fair value of the contingent consideration was estimated based upon the present value of the expected
future payouts of the contingent consideration and is subject to change upon the finalization of the purchase accounting.
The
Company acquired ENG for a number of reasons including the experience of its workforce, the quality and long history of its product
offerings, its prospects for sales and profit growth, and the Company’s ability to leverage its business relationships to
create new growth opportunities.
In
connection with the issuance of the ENG Note, the Company computed a premium of $50,000 as the note is considered a stock settled
debt under ASC 480, all of which was amortized immediately as a non-cash expense charged to interest expense (see Note 4). The
principal amount and premium are included in short-term convertible debt in the accompanying unaudited balance sheet.
Thermomedics
Acquisition
On
December 4, 2015, the Company entered into several agreements related to its acquisition of all of the outstanding common stock
of Thermomedics, Inc. (“Thermomedics”). One of those agreements was a Management Services and Control Agreement, dated
December 4, 2015 (the “Control Agreement”), between the Company, Thermomedics, and Sanomedics, Inc. (“Sanomedics”),
whereby PositiveID was appointed the manager of Thermomedics. In a separate agreement the Company entered into a First Amendment
to the Stock Purchase Agreement (the “Amendment”) with Sanomedics. The original Stock Purchase Agreement (“Purchase
Agreement”) was entered into on October 21, 2015, and defines the agreed upon terms of the Company’s acquisition of
all of the common stock of Thermomedics from Sanomedics. As a result of the Company assuming control of Thermomedics on December
4, 2015, it determined, pursuant to ASC 805-10-25-6, that December 4, 2015 was the acquisition date of Thermomedics for accounting
purposes.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
In
connection with the acquisition, additional earn-out payments of up to $750,000 for each of the fiscal years ending December 31,
2016 and 2017 may be earned by the Thermomedics if certain revenue thresholds are met as described in the Purchase Agreement.
Such earn-out payments, if any, will consist of 25% in cash, up to $187,000 and 75% and in shares of preferred stock of the Company,
up to 563 shares of Preferred Stock, for each of the fiscal years ending December 31, 2016 and 2017, respectively. The Company
has recorded a contingent earn-out liability of $184,000, as a non-current liability, as reflected in the consolidated balance
sheet as of March 31, 2016 and December 31, 2015.
The
estimated purchase price of the acquisition totaled $484,000, comprised of $175,000 in cash, Series J preferred stock consideration
of $125,000, and the fair value of the contingent consideration estimated at approximately $184,000. The fair value of the contingent
consideration was estimated based upon the present value of the expected future payouts of the contingent consideration and is
subject to change upon the finalization of the purchase accounting.
On
December 4, 2015, the Board of Directors authorized and on December 7, 2015, the Company filed with the State of Delaware, a Certificate
of Designations of Preferences, Rights and Limitations of Series J Preferred Stock. The Series J Preferred Stock ranks; (a) senior
with respect to dividends and right of liquidation with the Company’s common stock (b) pari passu with respect to dividends
and right of liquidation with the Company’s Series I Convertible Preferred Stock; and (c) junior with respect to dividends
and right of liquidation to all existing and future indebtedness of the Company. Without the prior written consent of Holders
holding a majority of the outstanding shares of Series J Preferred Stock, the Company may not issue any Preferred Stock that is
senior to the Series J Preferred Stock in right of dividends and liquidation. At any time after the date of the issuance of shares
of Series J Preferred Stock, the Corporation will have the right, at the Corporation’s option, to redeem all or any portion
of the shares of Series J Preferred Stock at a price per share equal to 100% of the $1,000 per share stated value of the shares
being redeemed. Series J Preferred Stock is not entitled to dividends, interest and voting rights. The Series J Preferred Stock
is convertible into the Company’s common stock, at stated value, at a conversion price equal to 100% of the arithmetic average
of the VWAP of the common stock for the fifteen trading days prior to the six month anniversary of the Issuance Date.
The
Company acquired Thermomedics for a number of reasons including the quality of its Caregiver® product, its prospects for sales
and profit growth, its management team strengths in sales and marketing FDA cleared medical devices, and their regulatory experience.
The
Company is in the process of coordinating the final closing of the Thermomedics transaction with Sanomedics. Sanomedics is currently
a dormant company which is delaying the process. The Company believes it will be able to complete the final closing during 2016.
Under
the acquisition method of accounting, the estimated purchase price of the acquisitions was allocated to net tangible and identifiable
intangible assets and liabilities of Thermomedics and ENG assumed based on their estimated fair values. The estimated fair values
of certain assets and liabilities have been estimated by management and are subject to change upon the finalization of the fair
value assessments.
|
|
Thermomedics
|
|
|
ENG
|
|
Assets acquired:
|
|
|
|
|
|
|
|
|
Net tangible assets
|
|
$
|
35
|
|
|
$
|
2,584
|
|
Customer contracts and relationships
|
|
|
240
|
|
|
|
238
|
|
Other assets
|
|
|
12
|
|
|
|
7
|
|
Patents and other intellectual property
|
|
|
178
|
|
|
|
-
|
|
Goodwill
|
|
|
108
|
|
|
|
200
|
|
|
|
|
573
|
|
|
|
3,029
|
|
Liabilities acquired:
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
(89
|
)
|
|
|
(2,116
|
)
|
Long term debt
|
|
|
-
|
|
|
|
(1
|
)
|
Total estimated purchase price
|
|
$
|
484
|
|
|
$
|
912
|
|
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
The
Company has recorded a contingent earn-out liability for Thermomedics and ENG in aggregate total of $277,000, as of March 31,
2016.
Contingent Earn-Out Liability (In thousands):
|
|
|
|
|
Balance of contingent earn-out liability as of December 31, 2015
|
|
$
|
307
|
|
Payment during the three months ended March 31, 2016
|
|
|
(30
|
)
|
Change in FV of liability during the three months ended March 31, 2016
|
|
|
—
|
|
Balance of contingent earn-out liability as of March 31, 2016
|
|
$
|
277
|
|
The
following supplemental unaudited pro forma information assumes that these acquisitions had occurred as of January 1, for the three
months ended March 31, 2015 (in thousands except per share data):
|
|
For Three Months Ended
March 31, 2015
|
|
|
|
(unaudited)
|
|
Revenue
|
|
$
|
1,405
|
|
Net loss
|
|
$
|
(3,651
|
)
|
Loss per common share – basic and diluted
|
|
$
|
(0.02
|
)
|
The
unaudited pro forma financial information is not necessarily indicative of the results that would have occurred if these acquisitions
had occurred on the dates indicated or that may result in the future.
Sale
and License of VeriChip and GlucoChip Businesses
In
a series of transactions between 2012 and 2014 PositiveID first licensed and subsequently sold all of the intellectual property
related to its VeriChip and GlucoChip implantable microchip business to VeriTeQ Corporation, a business run by a former related
party (CEO of the Company through 2011). The final agreement in the series was the GlucoChip Agreement, dated October 20, 2014.
Between 2014 and 2015 the Company also advanced funds to VeriTeQ pursuant to the GlucoChip Agreement. As a result of these
agreements, we hold a warrant and convertible notes in VeriTeQ as described below.
The Company holds a five year warrant dated November 13, 2013, with original terms entitling the Company
to purchase 300,000 shares of VeriTeQ common stock at a price of $2.84. Pursuant to the terms of the warrant, in particular the
full quantity and pricing reset provisions, the warrant had an original dollar value of $852,000 and can be exercised using a cashless
exercise feature. As of March 31,
2016 and December 31, 2015, the warrant had remaining dollar value of $728,827.
As
of March 31, 2016 the Company had outstanding convertible notes receivable from VeriTeQ of $746,906 which includes default
principal and interest. Pursuant to the warrant the Company realized $95,000 of other
income during the three months ended March 31, 2015. As VeriTeQ is an early stage company, not yet fully
capitalized, the Company plans to continue to fully reserve all note receivable and warrant balances. If and when proceeds
are realized in the future, gains will be recognized.
On
October 19, 2015, VeriTeQ received a default notice from its senior lender demanding repayment of approximately $2.1 million of
indebtedness, secured by substantially all of VeriTeQ’s assets, which VeriTeQ was unable to repay. VeriTeQ also received
a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell
the assets at auction, which it did on November 4, 2015. VeriTeQ has ceased its business operations related to implantable medical
device identification. On November 25, 2015, VeriTeQ entered into a Stock Purchase Agreement with an unaffiliated company whereby
VeriTeQ agreed to acquire all of the issued and outstanding membership interests of that company. During the three months ended
March 31, 2016 the Company did not have an opportunity to sell any of its holdings in VeriTeQ. On May 6, 2016 VeriTeQ completed
the closing pursuant to the November 25, 2015 Stock Purchase agreement.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
4.
Equity and Debt Financing Agreements
Convertible
Note Financings
Short-term
convertible debt as of March 31, 2016 is as follows (In thousands):
|
|
Notes
|
|
|
Accrued
Interest
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes with accrued interest accounted for as stock settled debt
|
|
$
|
256
|
|
|
$
|
—
|
|
|
$
|
256
|
|
Conversion premiums
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
256
|
|
|
|
—
|
|
|
|
256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes with embedded derivatives
|
|
|
6,346
|
|
|
|
744
|
|
|
|
7,090
|
|
Derivative discounts
|
|
|
(3,560
|
)
|
|
|
—
|
|
|
|
(3,560
|
)
|
|
|
|
2,786
|
|
|
|
744
|
|
|
|
3,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original issue discounts and loan fee discounts
|
|
|
(545
|
)
|
|
|
—
|
|
|
|
(545
|
)
|
|
|
$
|
2,497
|
|
|
$
|
744
|
|
|
$
|
3,241
|
|
Dominion
Convertible Debt Financings
On
November 25, 2014, the Company closed a financing transaction by entering into a Securities Purchase Agreement dated November
25, 2014 (the “Note I SPA”) with Dominion Capital LLC (the “Purchaser”) for an aggregate subscription
amount of $4,000,000 (the “Purchase Price”). Pursuant to the Note I SPA, the Company issued a series of 4% Original
Issue Discount Senior Secured Convertible Promissory Notes (collectively, the “Note I”) to the Purchaser. The Purchase
Price will be paid in eight equal monthly payments of $500,000. Each individual Note was issued upon payment and will be amortized
beginning six months after issuance, with amortization payments being 1/24
th
of the principal and accrued interest,
made in cash or common stock at the option of the Company, subject to certain conditions contained in the Note I SPA. The Company
also reimbursed the Purchaser $25,000 for expenses from the proceeds of the first tranche and the Purchaser’s counsel $25,000
from the first tranche.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
On
August 14, 2015, the Company closed a financing transaction by entering into a Securities Purchase Agreement dated August 14,
2015 (the “Note II SPA”) with Dominion Capital LLC (the “Purchaser”) for an aggregate subscription amount
of $2,400,000 (the “Purchase Price”). Pursuant to the Note II SPA, the Company issued a series of 4% Original Issue
Discount Senior Secured Convertible Promissory Note (collectively, the “Note II”) to the Purchaser. The Purchase Price
was paid in six equal monthly payments of $400,000. Each individual Note was issued upon payment and is amortized beginning six
months after issuance, with amortization payments being 1/24
th
of the principal and accrued interest, made in cash
or common stock at the option of the Company, subject to certain conditions contained in the Note II SPA. The Company also reimbursed
the Purchaser $20,000 for expenses from the proceeds of the first tranche and the Purchaser’s counsel $10,000 from the first
tranche.
The
aggregate principal amount of both Notes I and II are issued with a 4% original issue discount whereby the aggregate principal
amount of Notes I and II is $6,400,000 but the actual purchase price of Notes I and II is $6,144,000. Each of Notes I and II accrue
interest at a rate equal to 12% per annum and with maturity dates, depending on the date funded, between June 26, 2016 and June
30, 2017. Notes I and II are convertible any time after the issuance date of the notes. The Purchasers have the right to convert
Note I into shares of the Company’s common stock at a conversion price equal to 95% of the daily VWAP on the trading day
immediately prior to the closing of each tranche. The Purchasers have the right to convert Note II into shares of the Company’s
common stock at a conversion price equal to $0.028. Additionally, under certain conditions defined in Notes I and II, the notes
would be convertible into common stock at a price equal to 62.5% of the lowest VWAP during the 15 Trading Days immediately prior
to the applicable amortization date. In the event that there is an Event of Default or certain conditions are not met, the conversion
price will be adjusted to equal to 55% of the lowest VWAP during the thirty (30) Trading Days immediately prior to the applicable
Conversion Date. Notes I and II can be prepaid at any time upon five days’ notice to the Holder by paying an amount in cash
equal to the outstanding principal and interest and a 120% premium.
During
2015, the Company had received all eight tranches under the Note I SPA ($500,000 in 2014 and $3,650,000 in 2015 which includes
an additional $150,000 added to one of the agreed $500,000 monthly funding as requested by the Company), with maturity dates,
depending on the date funded, between June 26, 2016 and December 29, 2016, pursuant to a convertible note. Under the agreement
the Company received $3,540,600, which was net of the $448,400 Purchaser’s expenses and legal fees and $166,000 which represents
the 4% original issue discount. As of March 31, 2016, the Company has received, all six tranches under the Note II SPA with maturity
dates of February 15, 2017 and June 30, 2017, pursuant to a convertible note. Under the agreement the Company received $2,143,000,
which was net of Purchaser’s expenses, legal fees of $247,000 and a 4% original issue discount of $99,583. The notes might
be accelerated if an event of default occurs under the terms of the note, including the Company’s failure to pay principal
and interest when due, certain bankruptcy events or if the Company is delinquent in its SEC filings. In connection with the issuance
of Notes I and II, the Company recorded a debt discount of $387,000 in 2014, $5,116,600 in 2015 and $180,000 during the three
months ended March 31, 2016, totaling to $5,683,600 of debt discount recorded, related to the embedded conversion option derivative
liability. The amortization expense related to that discount recorded was approximately $3,331,000 through 2015 and $945,000 during
the three months ended March 31, 2016. During the three months ended March 31, 2016, $512,666 of the outstanding principal and
interest on Notes I and II was converted into 50,539,759 shares of common stock. As of March 31, 2016, the outstanding principal
and interest on Notes I and II were $5,438,615. As the note conversion includes a “lesser of” pricing provision, a
derivative liability of $8,936,405 was recorded when Notes I and II were entered into. The derivative liability is re-measured
at each balance sheet date and reclassified to equity on a pro-rata basis upon conversion of the note, the derivative liability
balance for Notes I and II at March 31, 2016 was $6,574,813.
On
December 22, 2015, in order to finance the acquisition of ENG, the Company closed a financing transaction by entering into a Securities
Purchase Agreement dated December 22, 2015 (the “Note III SPA”) for an aggregate principal amount of $901,042 and
subscription amount of $865,000, net of OID (the “Purchase Price”). The Company also reimbursed the Purchaser $30,000
for legal fees and expenses from the proceeds of the Note. Pursuant to the Note III SPA, the Company shall issue a 4% Original
Issue Discount Senior Secured Convertible Promissory Note (the “Note III”) to Dominion. Note III was issued upon payment
and will be amortized beginning six months after issuance, with amortization payments being 1/24th of the principal and accrued
interest, made in cash or common stock, on a semi-monthly basis, subject to certain conditions contained in the Note III SPA.
The amortization payments will begin to be due starting on the 15th day of the month immediately following the six-month anniversary
of the Closing Date. The Company received funding for Note III on December 24, 2015, net proceeds of $751,500 (net of the $149,542
of legal fees, expenses and OID). Note III accrues interest at a rate equal to 12% per annum (interest is guaranteed for the first
twelve months) and has a maturity date of June 15, 2017. Note III is convertible any time after its issuance date and Dominion
has the right to convert any or all of Note III into shares of the Company’s common stock at a conversion price equal to
$0.022, subject to adjustment as described in Note III. Additionally, under certain conditions defined in Note III, it may also
be convertible into common stock at a price equal to 62.5% of the lowest VWAP during the 15 Trading Days immediately prior to
the applicable amortization date. In the event that there is an Event of Default or certain conditions are not met, the conversion
price will be adjusted to equal to 55% of the lowest VWAP during the thirty (30) Trading Days immediately prior to the applicable
Conversion Date. Note III can be prepaid at any time upon five days’ notice to the Dominion by paying an amount in cash
equal to the outstanding principal and interest, and a 20% premium.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
In
connection with the issuance of the Note III, the Company recorded a debt discount of $751,500 when Note III was entered into,
related to the embedded conversion option derivative liability. The amortization expense related to that discount recorded was
approximately $127,000 for the three months ended March 31, 2016. As of March 31, 2016, the outstanding principal and interest
on Note III was $933,169. As the note conversion includes a “lesser of” pricing provision, a derivative liability
of $1,267,800 was recorded when Note III was entered into. The derivative liability is re-measured at each balance sheet date,
the derivative liability balance for Note III at March 31, 2016 was $1,267,487.
On
January 28, 2016, the Company closed a financing transaction by entering into a Securities Purchase Agreement dated January 28,
2016 (the “Note IV SPA”) with Dominion Capital LLC (the “Purchaser”) for an aggregate principal amount
of $2,187,500 and subscription amount of $2,100,000 (the “Purchase Price”), net of OID. Pursuant to the Note IV SPA,
the Company shall issue a series of 4% Original Issue Discount Senior Secured Convertible Promissory Notes (collectively, the
“Note IV”) to the Purchaser. The Purchase Price is scheduled to be paid in six equal monthly tranches of $350,000,
subject to the discretion of the Purchaser. Each individual Note will be issued upon payment and will be amortized beginning six
months after issuance, with amortization payments being 1/24th of the principal and accrued interest, made in cash or common stock
at the option of the Company, on a semi-monthly basis, subject to certain conditions and limitations contained in the Note IV
SPA. The amortization payments will begin on the 15th day of the month immediately following the six-month anniversary of the
Closing Date. The Company also reimbursed the Purchaser $20,000 for expenses from the proceeds of the first tranche and the Purchaser’s
counsel $10,000 from the first tranche.
The
Company received the first tranche for Note IV on January 29, 2016, net proceeds of $293,600 (net of the $70,983 of legal
fees, expenses and OID). Note IV accrues interest at a rate equal to 12% per annum (interest is guaranteed for the first
twelve months) and has a maturity date of July 15, 2017. Note IV is convertible any time after its issuance date and Dominion
has the right to convert any or all of Note IV into shares of the Company’s common stock at a conversion price equal to
$0.022 subject to adjustment as described in Note IV. Additionally, under certain conditions defined in Note IV, it may also
be convertible into common stock at a price equal to 62.5% of the lowest VWAP during the 15 Trading Days immediately prior to
the applicable amortization date. In the event that there is an Event of Default or certain conditions are not met, the
conversion price will be adjusted to equal to 55% of the lowest VWAP during the thirty (30) Trading Days immediately prior to
the applicable Conversion Date. Note IV can be prepaid at any time upon five days’ notice to the Dominion by paying an
amount in cash equal to the outstanding principal and interest, and a 20% premium. Subsequent to the funding of the first
tranche the Purchaser and the Company agreed to delay further tranches, until such time as the Purchaser and Company mutually
agree, both as to timing and amount.
In
connection with the issuance of the Note IV, the Company recorded a debt discount of $293,600 when Note IV was entered into, related
to the embedded conversion option derivative liability. The amortization expense related to that discount recorded was approximately
$34,000 for three months ended March 31, 2016. As of March 31, 2016, the outstanding principal and interest on Note IV was $372,015.
As the note conversion includes a “lesser of” pricing provision, a derivative liability of $507,252 was recorded when
Note IV was entered into. The derivative liability is re-measured at each balance sheet date, the derivative liability balance
for Note IV at March 31, 2016 was $513,128.
Pursuant
to the Company’s obligations under Notes I, II, III and IV, the Company entered into a Security Agreement with the Purchaser,
pursuant to which the Company granted a lien on all assets of the Company, subject to existing security interests, (the “Collateral”)
for the benefit of the Purchaser, to secure the Company’s obligations under the Note. In the event of a default as defined
in Notes I, II, III and IV, the Purchaser may, among other things, collect or take possession of the Collateral, proceed with
the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Other
Convertible Debt Financing
On
June 18, 2014, the Company closed a financing agreement whereby the Company borrowed an aggregate principal amount of $247,500
with a 10% original note discount. The note has an interest rate of 10%, and is convertible at the option of the lender into shares
of the Company’s common stock at the lesser of (i) a 40% discount to the lowest closing bid price in the 20 trading days
prior to conversion or (ii) $0.075. The note might be accelerated if an event of default occurs under the terms of the note, including
the Company’s failure to pay principal and interest when due, certain bankruptcy events or if the Company is delinquent
in its SEC filings. The first tranche was funded on June 18, 2014 with a principal amount of $55,000 and net proceeds of $50,000,
with a maturity date of June 17, 2016, pursuant to the convertible note. In connection with the issuance of the note, the Company
recorded a debt discount of $50,000 related to the derivative liability which was fully amortized as of June 30, 2015. As of June
30, 2015, the outstanding principal and interest of the note was fully converted into 4,425,894 shares of common stock. As the
note conversion includes a “lesser of” pricing provision, a derivative liability of $59,623 was recorded when the
note was entered into. The derivative liability was re-measured at each balance sheet date and was reclassified to equity upon
conversion of the note. The second tranche was funded on September 19, 2014, with a principal amount of $55,000 and net proceeds
of $50,000, with a maturity date of September 19, 2015, pursuant to a convertible note. In connection with the issuance of the
notes, the Company recorded a debt discount of $50,000 related to the derivative liability which was fully amortized as of June
30, 2015. As of June 30, 2015, the outstanding principal and interest on the notes was fully converted into 6,980,938 shares of
common stock. As the note conversion includes a “lesser of” pricing provision, a derivative liability of $59,623 was
recorded when the note was entered into. The derivative liability was re-measured at each balance sheet date and was reclassified
to equity upon conversion of the note. The third tranche was funded on December 22, 2014, with a principal amount of $55,000 and
net proceeds of $50,000, with a maturity date of December 22, 2015, pursuant to a convertible note. The Company recorded a debt
discount of $50,000 related to the derivative liability which was fully amortized as of September 30, 2015. As of September 30,
2015, the outstanding principal and interest of the note was fully converted into 5,857,374 shares of common stock. As the note
conversion includes a “lesser of” pricing provision, a derivative liability of $62,118 was recorded when the note
was entered into. The derivative liability was re-measured at each balance sheet date and was reclassified to equity upon conversion
of the note. The fourth tranche was funded on January 13, 2016, with a principal amount of $82,500 and net proceeds of $75,000,
with a maturity date of January 13, 2018, pursuant to a convertible note. In connection with the issuance of the note, the Company
recorded a debt discount of $75,000, related to the embedded conversion option derivative liability. The amortization expense
related to that discount recorded was approximately $8,000 for the three months ended March 31, 2016. As of March 31, 2016, the
outstanding principal and interest on the notes were $84,263. As the note conversion includes a “lesser of” pricing
provision, a derivative liability of $122,263 was recorded when the note was entered into. The derivative liability is re-measured
at each balance sheet date and reclassified to equity on a pro-rata basis upon conversion of the note, the derivative liability
balance for note at March 31, 2016 was $122,452.
On
October 27, 2014, the Company borrowed $161,000 with a maturity date of October 27, 2015, pursuant to a financing agreement. Under
the agreement the Company received $150,000, which was net of an original issue discount of $11,000. The note bears interest at
8% per annum and is convertible at the option of the lender into shares of the Company’s common stock at a 40% discount
to the price of common shares in the 10 days prior to conversion. The note might be accelerated if an event of default occurs
under the terms of the note, including the Company’s failure to pay principal and interest when due, certain bankruptcy
events or if the Company is delinquent in its SEC filings. In conjunction with the Note, the Company granted the lender a warrant
for 1,000,000 common shares at a strike price of $0.08. The warrant has a life of three years and its relative fair value of $33,404
has been recorded as a debt discount and additional paid in capital as of June 30, 2015. In connection with the issuance of the
note, the Company computed a premium of $107,333 as the note is considered stock settled debt under ASC 480. On April 6, 2015,
Dominion Capital LLC entered into a purchase and assignment of the note (see paragraph below), and the Company and Dominion amended
the note, with the total amount of $166,681, with terms and conditions identical to Purchaser’s notes pursuant to the $4
Million Financing Agreement. Pursuant to the amendment the maturity date was extended to October 24, 2015. Additionally, on April
6, 2015, the Company and Purchaser entered into an $88,319 Senior Convertible, Redeemable Debenture of the Company, which was
issued without proceeds as consideration for the Purchaser’s expenses in conjunction with the purchase and assignment with
the Lender, including legal and transaction fees. This amount was recorded as a loss on debt extinguishment. As of June 30, 2015,
the Company no longer has any outstanding debt owed to the Lender. The total recorded premium was accreted and charged to interest
expense upon the assignment of the convertible note.
On
April 6, 2015, the Company issued a new note for $166,681 convertible at the lesser of a 37.5% discount to the common stock price
on the date of the note (which was $0.0154) or a 37.5% discount to the price of our common stock price at the time of conversion.
In conjunction with the purchase and assignment, the Company and Purchaser entered into a new note with a principal value of $88,319
as compensation for Purchaser’s costs related to the purchase and assignment. This $88,319 was expensed as a loss on debt
extinguishment. In connection with the issuance of the notes, the Company recorded a debt discount of $255,000 related to the
embedded conversion option derivative liability which has been fully amortized as of December 31, 2015. As of March 31, 2016,
$161,000 of the principal and interest was converted into 15,975,309 shares of common stock. As of March 31 2016, the total
outstanding principal and interest on the notes was $125,880. As the note conversions includes a “lesser of”
pricing provision, a derivative liability of $305,904 was recorded when these notes were entered into. The derivative liability
is re-measured at each balance sheet date and reclassified to equity on a pro-rata basis upon conversion of the notes.
The total derivative liability balance at March 31, 2016 was $138,776.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
On
March 9, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the
purchase of two Convertible Redeemable Notes in the aggregate principal amount of $270,400 (the “Notes”), with
the first note being in the amount of $135,200 (“Note I”) and the second note being in the amount of $135,200
(“Note II”) with a maturity date of March 9, 2017. Pursuant to Note I, the Company received $125,000 of proceeds,
net of original issue discount of $5,200 and legal fees of $5,000. Note II was initially paid for by the issuance of an
offsetting $130,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest
rate of 12%; and may be at any time after 180 days of the date of closing converted into shares of Company common stock
convertible at the lesser of a 37.5% discount to the common stock price on the date of the note (which was $0.028) or a 37.5%
discount to the price of our common stock price at the time of conversion. The Notes also contain certain representations,
warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes
in the event of such defaults. In connection with the issuance of Note I, the Company recorded a debt discount of $125,000,
related to the embedded conversion option derivative liability. The amortization expense related to that discount recorded
was approximately $7,000 for the three months ended March 31, 2016. As of March 31, 2016, the outstanding principal and
interest on Note I was $136,178. As the note conversion includes a “lesser of” pricing provision, a derivative
liability of $178,453 was recorded when Note I was entered into. The derivative liability is re-measured at each balance
sheet date and reclassified to equity on a pro-rata basis upon conversion of the note, the derivative liability balance for
Note I at March 31, 2016 was $174,397.
On
March 16, 2016, the Company borrowed $53,000 with a maturity date of on December 18, 2016, pursuant to a financing agreement.
Under the agreement the Company received $50,000 of proceeds, net of $3,000 legal fees. The note bears interest at 8% per annum
and is convertible at the option of the lender into shares of the Company’s common stock at a 35% discount to the price
of common shares in the ten days prior to conversion. The note might be accelerated if an event of default occurs under the terms
of the note, including the Company’s failure to pay principal and interest when due, certain bankruptcy events or if the
Company is delinquent in its SEC filings.
In
connection with the issuance of the note, the Company recorded a premium of $28,538 as the note is considered stock settled
debt under ASC 480. As of March 31, 2016, the outstanding principal and interest on the note was $53,114.
Other
Financings
On
July 9, 2012, the Company issued a Secured Promissory Note (the “H&K Note”) in the principal amount of $849,510
to Holland & Knight LLP (“Holland & Knight”), its external legal counsel, in support of amounts due and owing
to Holland & Knight as of June 30, 2012. The H&K Note is non-interest bearing, and principal on the H&K Note is due
and payable as soon as practicably possible by the Company. The Company has agreed to remit payment against the H&K Note immediately
upon each occurrence of any of the following events: (a) completion of an acquisition or disposition of any of the Company’s
assets or stock or any of the Company’s subsidiaries’ assets or stock with gross proceeds in excess of $750,000, (b)
completion of any financing with gross proceeds in excess of $1,500,000, (c) receipt of any revenue in excess of $750,000 from
the licensing or development of any of the Company’s or the Company’s subsidiaries’ products, or (d) any liquidation
or reorganization of the Company’s assets or liabilities. The amount of payment to be remitted by the Company shall equal
one-third of the gross proceeds received by the Company upon each occurrence of any of the above events, until the principal is
repaid in full. If the Company receives $3,000,000 in gross proceeds in any one financing or licensing arrangement, the entire
principal balance shall be paid in full. The H&K Note was secured by substantially all of the Company’s assets pursuant
to a security agreement between the Company and Holland & Knight dated July 9, 2012. In conjunction with the TCA Purchase
Agreement and the Boeing License Agreement (defined below), Holland & Knight agreed to terminate its security interest. As
of March 31, 2016, the Company had repaid $547,743 of the H&K Note and the outstanding balance was $301,769 which is included
in notes payable on the consolidated balance sheet.
On
March 16, 2016, the Company entered into a factoring agreement with a lender for $105,000 to fund working capital.
The Company also paid $3,150 of origination fees. The agreement requires daily repayments of $862 for an eight-month term, with
the total amount repaid of $144,900.
Embedded
Conversion Option Derivatives
Due
to the conversion terms of certain promissory notes, the embedded conversion options met the criteria to be bifurcated and presented
as derivative liabilities. The Company calculated the estimated fair values of the liabilities for embedded conversion option
derivative instruments at the original note inception dates and as of March 31, 2016 using the Black-Scholes option pricing model
using the share prices of the Company’s stock on the dates of valuation and using the following ranges for volatility, expected
term and the risk free interest rate at each respective valuation date, no dividend has been assumed for any of the periods:
|
|
Note Inception Date
|
|
|
March 31, 2016
|
|
Volatility
|
|
|
188
- 374
%
|
|
|
|
234
|
%
|
Expected Term
|
|
|
0.4 - 1.5 years
|
|
|
|
0.01 - 1.5
years
|
|
Risk Free Interest Rate
|
|
|
0.12 - 2%
|
|
|
|
0.59
|
%
|
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
The
following reflects the initial fair value on the note inception dates and changes in fair value through March 31, 2016:
Embedded conversion option liability fair value as of December 31, 2015
|
|
$
|
7,786
|
|
Note inception date fair value allocated to debt discount
|
|
|
673
|
|
Note inception date fair value allocated to other expense
|
|
|
427
|
|
Reclassification of derivative liability to equity upon debt conversion
|
|
|
(605
|
)
|
Change in fair value during three months ended March 31, 2016
|
|
|
510
|
|
Embedded conversion option liability fair value as of March 31, 2016
|
|
$
|
8,791
|
|
Fair
Value Measurements
We
currently measure and report at fair value the liability for embedded conversion option derivatives. The fair value liabilities
for price adjustable convertible debt instruments have been recorded as determined utilizing the BSM option pricing model as previously
discussed. The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as
of March 31, 2016:
|
|
Balance at March 31, 2016
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
|
Significant
Other
Observable
Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of liability for embedded conversion option derivative instruments
|
|
$
|
8,791
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8,791
|
|
5.
Stockholder’s Deficit
On
August 26, 2011, the Company’s stockholders approved and adopted the PositiveID Corporation 2011 Stock Incentive Plan (the
“2011 Plan”). The 2011 Plan provides for awards of incentive stock options, nonqualified stock options, restricted
stock awards, performance units, performance shares, SARs and other stock-based awards to employees and consultants. Under the
2011 Plan, up to 1 million shares of common stock may be granted pursuant to awards.
A
summary of option activity under the Company’s stock incentive plans as of March 31, 2016, and changes during the three
months ended is presented below (in thousands, except per share amounts):
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Outstanding at December 31, 2015
|
|
|
24,596
|
|
|
$
|
0.17
|
|
Granted
|
|
|
41,300
|
|
|
$
|
0.03
|
|
Exercised
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at March 31, 2016
|
|
|
65,896
|
|
|
$
|
0.07
|
|
Exercisable at March 31, 2016
|
|
|
5,556
|
|
|
$
|
0.66
|
|
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
The
Black-Scholes model, which the Company uses to determine compensation expense, requires the Company to make several key judgments
including:
|
●
|
the
value of the Company’s common stock;
|
|
|
|
|
●
|
the
expected life of issued stock options;
|
|
|
|
|
●
|
the
expected volatility of the Company’s stock price;
|
|
|
|
|
●
|
the
expected dividend yield to be realized over the life of the stock option; and
|
|
|
|
|
●
|
the
risk-free interest rate over the expected life of the stock options.
|
The
Company’s computation of the expected life of issued stock options was determined based on historical experience of similar
awards giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations about employees’
future length of service. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation
of volatility was based on the historical volatility of the Company’s common stock.
All
restricted stock outstanding under the Company’s stock incentive plans vested in 2015 and there are no restricted stock
outstanding under the Company’s stock incentive plans as of March 31, 2016.
Additionally,
the Company has 3.3 million unvested restricted shares outstanding, not issued under stock incentive plans, which have been issued
to employees, directors, and consultants. These restricted shares vest on January 1, 2018.
During
the three months ended March 31, 2016, 65,800 vested shares of the Company’s common stock was returned by a former affiliate.
The
Company issued 3.0 million shares, with a grant date fair value of $46,400, to consultants for services rendered during the three
months ended March 31, 2016.
During
the three months ended March 31, 2016, 54.8 million shares were issued in connection with conversion of convertible promissory
notes (see Note 4).
During
the three months ended March 31, 2016, 41.3 million options have been granted outside of the Company’s plans of which 40
million options were issued to executive management (see Note 8), 0.3 million options to an employee and 0.8 million options to
a consultant, pursuant to the agreements. These options has vesting periods between 0 to 4 years and a total grant date fair
value of $820,220 which will be expense over the vesting period of the options.
As
of March 31, 2016, 14.6 million warrants to purchase the Company’s common stock have been granted outside of the Company’s
plans, which remain outstanding as of March 31, 2016. These warrants were granted at exercise prices ranging from $0.02 to $0.75
per share, 11.8 million warrants are fully vested and 2.8 million warrants will vest upon completion of services. These warrants
exercisable for a period from five to seven years. Included in the 14.6 million outstanding warrants are 1.2 million warrants
with a grant date fair value of $21,175, issued as compensation for professional services during the three months ended
March 31, 2016.
The
Company recorded an expense related to stock options, restricted stock issued, and issuance of Series I Preferred to employees
and advisors of approximately $0.3 million and $1.0 million for the three months ended March 31, 2016 and 2015, respectively.
As
of March 31, 2016, the Company had approximately $0.9 million of unamortized compensation related to stock option and restricted
share grants. This compensation will be amortized as an operating expense over the remainder of 2016 through 2019.
During the three
months ended March 31, 2016, 0.3 million options was issued under the Thermomedics 2015 plan to employees and consultant.
These options had a grant date fair value of $109,600 and will be expensed over the 1 year vesting period of the
options.
Series
I Preferred Stock
As
of March 31, 2016 and December 31, 2015, the Company had 2,500 shares of Series I Preferred Stock authorized and 2,025
issued and outstanding. There were no issuances of Series I Preferred Stock during the three months ended March 31, 2016. The
Series I Preferred Stock is mandatorily redeemable and has a stated value per share of $1,000, a dividend rate of 6% per annum,
voting rights on an as-converted basis and a conversion price equal to the closing bid price of the Company’s common stock
on the date of issuance. The Series I Preferred Stock is required to be redeemed (at stated value, plus any accrued dividends)
by the Company after three years or any time after one year, the Company may at its option, redeem the shares subject to a 10-day
notice (to allow holder conversion). The Series I Preferred Stock is convertible into the Company’s common stock, at stated
value plus accrued dividends, at the closing bid price on the day issued, any time at the option of the holder and by the Company
in the event that the Company’s closing stock price exceeds 400% of the conversion price for 20 consecutive trading days.
The Company has classified the Series I Preferred Stock as a liability in the unaudited condensed consolidated balance sheet due
to the mandatory redemption feature. The Series I Preferred Stock has voting rights equal to the number of shares of Common Stock
that Series I Preferred Stock is convertible into, times twenty-five. The holders of Series I Preferred Stock, which are held
entirely by the Board of Directors and management of the Company has voting control in situations requiring shareholder vote.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
6.
Taxes
The
Company had an effective tax rate of nil for the three months ended March 31, 2016 and 2015. The Company incurred losses before
taxes for the three months ended March 31, 2016 and 2015. However, it has not recorded a tax benefit for the resulting net operating
loss carryforwards, as the Company has determined that a full valuation allowance against its net deferred tax assets was appropriate
based primarily on its historical operating results.
In
July 2008, the Company completed the sale of all of the outstanding capital stock of Xmark to Stanley. In January 2010, Stanley
received a notice from the Canadian Revenue Agency (“CRA”) that the CRA would be performing a review of Xmark’s
Canadian tax returns for the periods 2005 through 2008. This review covers all periods that the Company owned Xmark. The review
performed by CRA resulted in an assessment of approximately $1.4 million, in 2011.
On
January 20, 2012, the Company received an indemnification claim notice from Stanley related to the matter. The Company did not
agree with the position taken by the CRA, and filed a formal appeal related to the matter on March 8, 2012. In addition, on March
28, 2012, Stanley received assessments for withholding taxes on deemed dividend payments in respect of the disallowed management
fee totaling approximately $0.2 million, for which we filed a formal appeal on June 7, 2012. In October 2012, the Company submitted
a Competent Authority filing to the U.S. IRS seeking relief in the matter. In connection with the filing of the appeals, Stanley
was required to remit an upfront payment of a portion of the tax reassessment totaling approximately $950,000. The Company has
also filed a formal appeal related to the withholding tax assessments, pursuant to which Stanley was required to remit an additional
upfront payment of approximately $220,000. Pursuant to a letter agreement dated March 7, 2012, the Company has agreed to repay
Stanley for the upfront payments, plus interest at the rate of five percent per annum. To the extent that the Company and Stanley
reach a successful resolution of the matter, or any part of the matter, through the appeals process, the upfront payment (or a
portion thereof) will be returned to Stanley or the Company as applicable. As of March 31, 2016, the Company had made payments
to Stanley of $665,777 and Stanley had received refund from the CRA of 129,520. Based on management’s estimate, including
reconciling to Stanley’s accounts, the Company has a recorded tax contingency liability of $142,000 in the accompanying
unaudited condensed consolidated financial statements as of March 31, 2016.
7.
Commitments and Contingencies
Lease
Commitments
The
Company leases certain office space under non-cancelable operating leases, including the Company’s corporate offices in
Delray Beach, Florida under a lease scheduled to expire in October 18, 2018, lab and office space in Pleasanton, California a
lease scheduled to expire in September 30, 2018 and office and manufacturing space in Concord, California which is currently on
a month-to-month commitment. Rent expense under operating leases totaled approximately $44,000 and $21,000 for the three months
ended March 31, 2016 and 2015, respectively.
Exergen
Litigation
On
October 10, 2012, the Thermomedics and its former parent company, Sanomedics (together “Sano”) received a cease and
desist demand letter from Exergen Corporation (“Exergen”), claiming that Sano infringed on certain Exergen patents
relating to the Sano’s non-contact thermometers. On May 21, 2013, Exergen filed a complaint in the U.S. District Court of
the District of Massachusetts against Sano. On September 3, 2013, the Sano filed its answer to Exergens’ complaint and asserted
counterclaims and affirmative defenses for non-infringement and invalidity of certain patents. On March 26, 2015, Exergen and
Sano filed a partial dismissal that removes Sano’s previous product, the Talking Non-Contact Thermometer, from the lawsuit.
Exergen’s claims against the Caregiver® TouchFree Thermometer are ongoing. On September 15, 2015, the United States
District Court – District of Massachusetts, entered an order granting Sano’s motion for summary judgement, ruling
that that patents claims made by Exergen against Sano were invalid. Exergen has advised the court that it intends to appeal that
summary judgment order. The Company has assumed responsibility to defend these claims and will continue to vigorously defend its
rights to market and sell the Caregiver® thermometer. Management believes the Company will be successful in its defense.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Other
Legal Proceedings
The
Company is a party to certain legal actions, as either plaintiff or defendant, arising in the ordinary course of business, none
of which is expected to have a material adverse effect on the Company’s business, financial condition or results of operations.
However, litigation is inherently unpredictable, and the costs and other effects of pending or future litigation, governmental
investigations, legal and administrative cases and proceedings, whether civil or criminal, settlements, judgments and investigations,
claims or charges in any such matters, and developments or assertions by or against the Company relating to the Company or to
the Company’s intellectual property rights and intellectual property licenses could have a material adverse effect on the
Company’s business, financial condition and operating results.
Distributor
and Supplier Agreements
Under
certain agreements the Company may be subject to penalties if they are unable to supply products under its obligations. Since
inception, the Company has never incurred any such penalties.
8.
Employment Contracts and Stock Compensation to Related Parties
On
April 8, 2016, the Company entered into employment contracts with both Mr. Caragol, the Company’s CEO and Mr. Probst, the
Company’s President, effective January 1, 2016. The terms of Mr. Caragol’s employment contract include a three-year
term and a salary of $275,000, with $75,000 of that salary deferred until such time as the Company’s working capital is
sufficient to fund such payments. Mr Caragol’s salary will automatically adjust to $350,000 at the time that PositiveID’s
common stock is listed on a national exchange. Mr. Caragol is eligible for annual bonuses and was granted 25,000,000 stock options
(see Note 6), which vest; (i) 8,500,000 on January 1, 2017; (ii) 8,250,000 on January 1, 2018; and (iii) 8,250,000 on January
1, 2019. These options will expire on January 1, 2021. The terms of Mr. Probst’s employment contract include a three-year
term and a salary of $200,000. Mr Probst’s salary will automatically adjust to $250,000 at the time that PositiveID’s
common stock is listed on a national exchange. Mr. Probst is eligible for annual bonuses and was granted 15,000,000 stock options
(see Note 6), which vest; (i) 5,100,000 on January 1, 2017; (ii) 4,950,000 on January 1, 2018; and (iii) 4,950,000 on January
1, 2019. These options will expire on January 1, 2021.
If
either Mr. Caragol or Mr. Probst’s employment is terminated prior to the expiration of the term of his employment agreement,
certain significant payments become due. The amount of such payments depends on the nature of the termination. In addition, the
employment agreement contains a change of control provision that provides for the payment of 2.0 times and 2.95 times in the case
of Mr. Probst and Mr. Caragol, respectively of the then current base salary and the same multipliers of the highest bonus paid
to the executive during the three calendar years immediately prior to the change of control. Any outstanding stock options or
restricted shares held by the executive as of the date of his termination or a change of control become vested and exercisable
as of such date, and remain exercisable during the remaining life of the option. The employment agreement also contains non-compete
and confidentiality provisions which are effective from the date of employment through two years from the date the employment
agreement is terminated.
9.
Segments
The
Company operates in three business segments: Molecular Diagnostics, Medical Devices and Mobile Labs.
Molecular
Diagnostics
The
Company develops molecular diagnostic systems for rapid medical testing and bio-threat detection and. The Company’s fully
automated pathogen detection systems and assays are designed to detect a range of biological threats. The Company’s M-BAND
(Microfluidic Bio-agent Autonomous Networked Detector) system is an airborne bio-threat detection system developed for the homeland
defense industry to detect biological weapons of mass destruction. The Company is developing Firefly Dx, an automated pathogen
detection system for rapid diagnostics, both for clinical and point-of-need applications.
Medical
Devices
Through
its contractual control of Thermomedics, Inc., the Company markets and sells the Caregiver® product. Caregiver is an FDA-cleared
for clinical use, infrared thermometer that measures forehead temperature in adults, children and infants, without contact. Caregiver
is the world’s first clinically validated, non-contact thermometer for the healthcare providers market, which includes hospitals,
physicians’ offices, medical clinics, nursing homes and other long-term care institutions, and acute care hospitals. Our
Caregiver thermometer with TouchFree™ technology is less likely to transmit infectious disease than devices that require
even minimal contact. It therefore saves medical facilities the cost of probe covers ($0.05 to $0.10 per temperature reading),
storage space and disposal costs.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
Mobile
Labs
Our
subsidiary, E-N-G Mobile Systems, is a leader in the specialty technology vehicle market, with a focus on mobile laboratories,
command and communications applications, and mobile cellular systems. ENG builds mobile laboratories specifically designed for
chemical and biological detection, monitoring and analysis ENG also provides specialty vehicle manufacturing for TV news vans
and trucks, emergency response trailers, mobile command centers, infrared inspection, and other special purpose vehicles.
During
2015, the Company operated in a single segment. The following is the selected segment data as of and for the three months ended
March 31, 2016:
Three months ended March 31, 2016
|
|
Molecular
Diagnostics
|
|
|
Medical
Devices
|
|
|
Mobile
Labs
|
|
|
Corporate
|
|
|
Total
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
1,544
|
|
|
$
|
—
|
|
|
$
|
1,664
|
|
Operating income (loss)
|
|
$
|
(273
|
)
|
|
$
|
(125
|
)
|
|
$
|
(17
|
)
|
|
$
|
(977
|
)
|
|
$
|
(1,392
|
)
|
Depreciation and amortization
|
|
$
|
(64
|
)
|
|
$
|
(27
|
)
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(110
|
)
|
Interest and other income (expense)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,541
|
)
|
|
$
|
(2,534
|
)
|
Income (loss) before provision for income taxes
|
|
$
|
(257
|
)
|
|
$
|
(125
|
)
|
|
$
|
(17
|
)
|
|
$
|
(3,527
|
)
|
|
$
|
(3,926
|
)
|
Goodwill
|
|
$
|
510
|
|
|
$
|
108
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
817
|
|
Segmented assets
|
|
$
|
616
|
|
|
$
|
675
|
|
|
$
|
2,088
|
|
|
$
|
240
|
|
|
$
|
3,619
|
|
Expenditures for property and equipment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
10.
Subsequent Events
On
April 1, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal amount of $270,400 (the “Notes”), with the first note
being in the amount of $135,200 (“Note I”) and the second note being in the amount of $135,200 (“Note II”).Note
I was funded on April 1, 2016, with a maturity date of April 1, 2017, pursuant to Note I, the Company received $125,000 of net
proceeds, net of original issue discount of $5,200 and legal fees of $5,000. Note II was initially paid for by the issuance of
an offsetting $130,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest
rate of 12%; and may be at any time after 180 days of the date of closing converted into shares of Company common stock convertible
at the lesser of a 37.5% discount to the common stock price on the date of the note (which was $0.028) or a 37.5% discount to
the price of our common stock price at the time of conversion. The Notes also contain certain representations, warranties, covenants
and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults.
As the note conversions includes a “lesser of” pricing provision, a derivative liability will be recorded by the Company.
On
April 12, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of a Convertible Redeemable Note in the aggregate principal amount of $58,000, with a maturity date of April 7, 2017, pursuant
to note, the Company will receive $50,000 of net proceeds, net of original issue discount and legal fees. The note bears an interest
rate of 5%; and is convertible at variable conversion price at a 37% discount to the common shares price on the date of the note
or at a 47% discount if the lowest trading price equal to or is lower than $0.005, as described in the note. The note also contains
certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest
rates under the Notes in the event of such defaults. As the note conversions includes a “lesser of” pricing provision,
a derivative liability will be recorded by the Company.
On
April 18, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal amount of $143,000 (the “Notes”), with the first note
being in the amount of $71,500 (“Note I”) and the second note being in the amount of $71,500 (“Note II”).Note
I was funded on April 18, 2016, with a maturity date of April 18, 2017, pursuant to Note I, the Company received $55,000 of net
proceeds, net of original issue discount of $6,500 and legal fees of $10,000. Note II was initially paid for by the issuance of
an offsetting $65,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest
rate of 10%; and maybe converted into shares of Company common stock, convertible at variable conversion price at a 38% discount
of the average of the three lowest closing bid price of the common stock for the 20 trading days prior to conversion. The Notes
also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal
and interest rates under the Notes in the event of such defaults. In connection with the issuance of the note, the Company will
record a premium as the note is considered stock settled debt under ASC 480.
POSITIVEID
CORPORATION
Notes
to the Condensed Consolidated Financial Statements
March
31, 2016
(Unaudited)
On
April 18, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal amount of $126,000 (the “Notes”), with the first note
being in the amount of $63,000 (“Note I”) and the second note being in the amount of $63,000 (“Note II”).Note
I was funded on April 20, 2016, with a maturity date of April 19, 2017, pursuant to Note I, the Company received $57,000 of net
proceeds, net of original issue discount of $3,000 and legal fees of $3,000. Note II was initially paid for by the issuance of
an offsetting $60,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest
rate of 10%; and maybe converted into shares of Company common stock, convertible at variable conversion price at a 35% discount
of the lowest closing bid price of the common stock for the 15 trading days prior to conversion. The Notes also contain certain
representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates
under the Notes in the event of such defaults. In connection with the issuance of the note, the Company will record a premium
as the note is considered stock settled debt under ASC 480.
On
April 28, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal amount of $437,500 (the “Notes”), with the first note
being in the amount of $218,750 (“Note I”) and the second note being in the amount of $218,750 (“Note II”).Note
I was funded on April 28, 2016, with a maturity date of April 27, 2017, pursuant to Note I, the Company received $190,000 of net
proceeds, net of original issue discount of $8,750 and legal fees of $20,000. Note II was initially paid for by the issuance of
an offsetting $210,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest
rate of 12%; and may be at any time after 180 days of the date of closing converted into shares of Company common stock convertible
at the lesser of a 37.5% discount to the common stock price on the date of the note (which was $0.028) or a 37.5% discount to
the price of our common stock price at the time of conversion. The Notes also contain certain representations, warranties, covenants
and events of default, and increases in the amount of the principal and interest rates under the Notes in the event of such defaults.
As the note conversions includes a “lesser of” pricing provision, a derivative liability will be recorded by the Company.
On
April 8, 2016, the Company entered into employment contracts with both Mr. Caragol, the Company’s CEO and Mr. Probst, the
Company’s President, effective January 1, 2016. The terms of Mr. Caragol’s employment contract include a three-year
term and a salary of $275,000, with $75,000 of that salary deferred until such time as the Company’s working capital is
sufficient to fund such payments. Mr. Caragol’s salary will automatically adjust to $350,000 at the time that PositiveID’s
common stock is listed on a national exchange. Mr. Caragol is eligible for annual bonuses and was granted 25,000,000 stock options,
which vest: (i) 8,500,000 on January 1, 2017; (ii) 8,250,000 on January 1, 2018; and (iii) 8,250,000 on January 1, 2019. These
options will expire on January 1, 2021. The terms of Mr. Probst’s employment contract include a three-year term and a salary
of $200,000. Mr. Probst’s salary will automatically adjust to $250,000 at the time that PositiveID’s common stock
is listed on a national exchange. Mr. Probst is eligible for annual bonuses and was granted 15,000,000 stock options, which vest:
(i) 5,100,000 on January 1, 2017; (ii) 4,950,000 on January 1, 2018; and (iii) 4,950,000 on January 1, 2019. These options will
expire on January 1, 2021 (see Note 8).
On
May 2, 2016 PositiveID Corporation (the “Company”), through its wholly owned subsidiary, E-N-G Mobile Systems,
Inc. (“ENG”) entered into a revolving line of credit (the “Line”) with California Bank of Commerce
(“CBC”). The terms of the Line allow ENG to borrow against its accounts receivable and inventory to manage its
project based working capital requirements. The $350,000 Line has a maturity date of May 5, 2017 and borrowings under the
Line bear interest at the Wall Street Journal Prime Rate plus 1.5% (currently 5.0%). The Company has provided a guaranty of
the Line to CBC. The Line also contains certain representations, warranties, covenants and events of default, including the
requirement to maintain specified financial ratios. ENG currently meets all such ratios. Breaches of any of these terms could
limit ENG’s ability to borrow under the Line and result in increases in the interest rate under the Line.
On
May 4, 2016, the Company closed a Securities Purchase Agreement (“SPA”) with a lender, providing for the purchase
of two Convertible Redeemable Notes in the aggregate principal amount of $126,000 (the “Notes”), with the first note
being in the amount of $63,000 (“Note I”) and the second note being in the amount of $63,000 (“Note II”).Note
I was funded on May 4, 2016, with a maturity date of May 4, 2017, pursuant to Note I, the Company received $57,000 of net proceeds,
net of original issue discount of $3,000 and legal fees of $3,000. Note II was initially paid for by the issuance of an offsetting
$60,000 secured note issued by the Lender to the Company (“Secured Note”). The Notes bear an interest rate of 10%;
and maybe converted into shares of Company common stock, convertible at variable conversion price at a 37.5% discount of the lowest
closing bid price of the common stock for the 15 trading days prior to conversion. The Notes also contain certain representations,
warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Notes in
the event of such defaults. In connection with the issuance of the note, the Company will record a premium as the note is considered
stock settled debt under ASC 480.
The
Company, subsequent to the quarter ended March 31, 2016, issued 65,898,333 shares of common stock for the conversion of notes
with a principal and interest value of approximately $401,000.
The
Company, subsequent to the quarter ended March 31, 2016, issued 435,000 shares of common stock which vest immediately and with
grant date fair value of approximately $4,800, issued to consultants. The value will be amortized over the service periods.
Special
Note Regarding Forward-Looking Statements
This
Quarterly Report on Form 10Q (this “Report”) contains forward-looking statements, within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), that reflect our current estimates, expectations and projections about our
future results, performance, prospects and opportunities. Forward-looking statements include, without limitation, statements about
our market opportunities, our business and growth strategies, our projected revenue and expense levels, possible future consolidated
results of operations, the adequacy of our available cash resources, our financing plans, our competitive position and the effects
of competition and the projected growth of the industries in which we operate, as well as the following statements:
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the
expectation that operating losses will continue for the near future, and that until we are able to achieve profits, we intend
to continue to seek to access the capital markets to fund the development of our products;
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that
we seek to structure our research and development on a project basis to allow management of costs and results on a discrete
short term project basis, the expectation that doing so may result in quarterly expenses that rise and fall depending on the
underlying project status, and the expectation that this method of managing projects may allow us to minimize our firm fixed
commitments at any given point in time;
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that
we intend to continue to explore strategic opportunities, including potential acquisition opportunities of businesses that
are complementary to ours;
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that
we do not anticipate declaring any cash dividends on our common stock;
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that
our ability to continue as a going concern is dependent upon our ability to obtain financing to fund the continued development
of our products and working capital requirements;
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that
our current cash resources, our expected access to capital under existing financing arrangements, and, if necessary, delaying
and/or reducing certain research, development and related activities and costs, that we will have sufficient funds available
to meet our working capital requirements for the near-term future;
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that
our products have certain technological advantages, but maintaining these advantages will require continual investment in
research and development, and later in sales and marketing;
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that
if any of our manufacturers or suppliers were to cease supplying us with system components, we would be able to procure alternative
sources without material disruption to our business, and that we plan to continue to outsource any manufacturing requirements
of our current and under development products;
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that
the medical application of our Firefly Dx product will require FDA clearance or CLIA waiver;
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that
Firefly Dx would enable accurate diagnostics leading to more rapid and effective treatment than what is currently available
with existing systems;
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that
the combination of PositiveID’s expert bio-detection technologies with ENG’s advanced mobile labs is expected
to offer customers a next generation, best of breed solution in the mobile laboratory space;
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that
our M-BAND product is well positioned to compete for the next generation BioWatch system;
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that
M-BAND was developed in accordance with DHS guidelines;
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that
our Caregiver thermometer with TouchFree™ technology is less likely to transmit infectious disease than devices that
require even minimal contact.
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that
ENG’s MobiLab™ Systems have become the primary choice of mobile labs for scientific and environmental agencies
and organizations throughout the country because of their productivity in the field;
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that
we will receive royalties related to our license of the
iglucose
™ technology to Smart Glucose Meter Corp (“SGMC”)
for up to $2 million based on potential future revenues of glucose test strips sold by SGMC.
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This
Report also contains forward-looking statements attributed to third parties relating to their estimates regarding the size of
the future market for products and systems such as our products and systems, and the assumptions underlying such estimates. Forward-looking
statements include all statements that are not historical facts and can be identified by forward-looking statements such as “may,”
“might,” “should,” “could,” “will,” “intends,” “estimates,”
“predicts,” “projects,” “potential,” “continue,” “believes,” “anticipates,”
“plans,” “expects” and similar expressions. Forward-looking statements are only predictions based on our
current expectations and projections, or those of third parties, about future events and involve risks and uncertainties.
Although
we believe that the expectations reflected in the forward-looking statements contained in this Report on are based upon reasonable
assumptions, no assurance can be given that such expectations will be attained or that any deviations will not be material. In
light of these risks, uncertainties and assumptions, the forward-looking statements, events and circumstances discussed in this
Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements. Important factors that could cause our actual results, level of performance or achievements to differ materially from
those expressed or forecasted in, or implied by, the forward-looking statements we make in this Report are discussed in our Annual
Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 11, 2016 under “Item 1A. Risk Factors”
and elsewhere and include:
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our
ability to predict the extent of future losses or when we will become profitable;
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our
ability to continue as a going concern;
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our
ability to successfully consider, review, and if appropriate, implement other strategic opportunities;
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our
expectation that we will incur losses, on a consolidated basis, for the foreseeable future;
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our
ability to fund our operations and continued development of our products, including M-BAND and Firefly Dx;
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our
ability to target the bio-threat detection, real-time PCR, professional healthcare and specialty technology vehicle markets;
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our
ability to obtain and maximize the amount of capital that we will have available to pursue business opportunities;
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our
ability to obtain patents on our products, the validity, scope and enforceability of our patents, and the protection afforded
by our patents;
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the
potential for costly product liability claims and claims that our products infringe the intellectual property rights of others;
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our
ability to comply with current and future regulations relating to our businesses;
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the
potential for patent infringement claims to be brought against us asserting that we are violating another party’s intellectual
property rights;
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our
ability to be awarded government contracts;
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our
ability to establish and maintain proper and effective internal accounting and financial controls;
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our
ability to pay obligations when due which may result in an event of default under our financing arrangements;
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our
ability to successfully identify strategic partners or acquirers for the breath glucose detection system;
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our
ability to complete the acquisition of the capital stock of Thermomedics
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our
ability to successfully integrate our recent acquisitions of Thermomedics and ENG;
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our
ability to recover or monetize the convertible notes receivable and warrant with VeriTeQ;
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You
should not place undue reliance on any forward-looking statements. In addition, past financial or operating performance is not
necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate future
results or future period trends. Except as otherwise required by federal securities laws, we disclaim any obligation or undertaking
to disseminate any updates or revisions to any forward-looking statement contained in this Report to reflect any change in our
expectations or any change in events, conditions or circumstances on which any such statement is based. All forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements included
in this Quarterly Report.