8-K
TaoWeave, Inc. (TWAV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2020
OBLONG, INC.
(Exact name of registrant as specified in its charter)
| Delaware<br><br>(State or other jurisdiction of<br><br>Incorporation or organization) | 001-35376<br><br>(Commission File Number) | 77-0312442<br><br>(IRS Employer<br><br>Identification No.) |
|---|---|---|
| 25587 Conifer Road, Suite 105-231<br><br>Conifer, Colorado 80433<br><br>(Address of principal executive offices, zip code) | ||
| (303) 640-3838<br><br>(Registrant’s telephone number, including area code) | ||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | OBLG | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On June 30, 2020, Oblong, Inc., a Delaware corporation (the “Company”), issued a press release announcing the Company’s financial results for the three months ended March 31, 2020. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, and regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On June 30, 2020, the Company issued the press release described in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of Oblong, Inc. dated June 30, 2020 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OBLONG, INC.
Date: June 30, 2020 By: /s/ Peter Holst
Name: Peter Holst
Title: President & CEO
Exhibit
Exhibit 99.1
Oblong Announces First Quarter 2020 Financial Results
June 30, 2020 -- (BUSINESS WIRE) Oblong, Inc. (NYSE American: OBLG) ("Oblong" or the "Company"), the award-winning maker of multi-stream collaboration solutions, today announced financial results for the first quarter ended March 31, 2020.
Financial Highlights
| • | Revenue of $5.3 million for the first quarter of 2020, compared to $2.6 million for the first quarter of 2019 and $5.4 million for the fourth quarter of 2019. |
|---|---|
| o | Revenue for the first quarter of 2020 and fourth quarter of 2019 include $3.3 million and $3.2 million of revenue, respectively, from the Company’s wholly-owned subsidiary Oblong Industries, Inc. On October 1, 2019, the Company closed the merger of Oblong, Inc. (formerly named Glowpoint, Inc.) and Oblong Industries, Inc. (the “Merger”). The Company’s consolidated financial results for the three months ended March 31, 2019 do not reflect Oblong Industries’ financial results since the Merger closed on October 1, 2019. |
| --- | --- |
| • | Gross profit margin of 55% for the first quarter of 2020, compared to 35% for the first quarter of 2019 and 53% for the fourth quarter of 2019. |
| --- | --- |
| • | Quarterly general and administrative, research and development and sales and marketing expenses were reduced by $1.1 million (or 19%) in the first quarter of 2020 compared to the fourth quarter of 2019 (or a total of $5.7 million for the fourth quarter of 2019 as compared to a total of $4.6 million for the first quarter of 2020). Management expects to further reduce the Company’s operating expenses in the future as compared to its annualized operating expenses for the three months ended March 31, 2020. |
| --- | --- |
| • | Net loss of $3.1 million for the first quarter of 2020, compared to a net loss of $0.6 million for the first quarter of 2019 and a net loss of $5.6 million for the fourth quarter of 2019. |
| --- | --- |
| • | Adjusted EBITDA (“AEBITDA”) loss of $1.5 million for the first quarter of 2020, compared to an AEBITDA loss of $0.1 million for the first quarter of 2019 and an AEBITDA loss of $2.3 million for the fourth quarter of 2019. AEBITDA loss is a non-GAAP financial measure. See “Non-GAAP Financial Information” below for additional information regarding this non-GAAP financial measure, and “GAAP to Non-GAAP Reconciliation” later in this release for a reconciliation of this non-GAAP financial measure to net loss. |
| --- | --- |
“Following the merger in late 2019, we’ve taken significant steps to better align resources and product strategy with ever-increasing demand for distributed interactions and collaboration,” said Peter Holst,
Chairman & CEO of Oblong. “During the second half of 2020, our focus will be on designing and deploying new services that exponentially expand our addressable market while also investing deeply in key distribution partners who share a common vision of the distributed workforce. Our sales pipeline continues to expand, both in terms of quality and quantity, and we believe there is a significant backlog of interest in our Mezzanine solution that we will have the opportunity to pursue as the stay-at-home mandates expire,” added Holst. “In fact, our aggregate qualified pipeline has increased approximately 50% since April 15th, giving us increasing optimism for the future.”
Non-GAAP Financial Information
Adjusted EBITDA (“AEBITDA”) loss, a non-GAAP financial measure, is defined as net loss before depreciation and amortization, stock-based compensation, impairment charges, severance, merger expenses and interest and other expense, net. AEBITDA loss is not intended to replace operating loss, net loss, cash flow or other measures of financial performance reported in accordance with generally accepted accounting principles (GAAP). Rather, AEBITDA loss is an important measure used by management to assess the operating performance of the Company and to compare such performance between periods. AEBITDA loss as defined here may not be comparable to similarly titled measures reported by other companies due to differences in accounting policies. Therefore, AEBITDA loss should be considered in conjunction with net loss and other performance measures prepared in accordance with GAAP, such as operating loss or cash flow provided by (used in) operating activities, and should not be considered in isolation or as a substitute for GAAP measures, such as net loss, operating loss or any other GAAP measure of liquidity or financial performance. A GAAP to non-GAAP reconciliation of net loss to AEBITDA loss is shown under “GAAP to Non-GAAP Reconciliation” later in this release.
About Oblong, Inc.
Oblong’s innovative and patented technologies change the way people work, create, and communicate. Oblong's flagship product Mezzanine™ is a remote meeting technology platform that offers simultaneous content sharing to achieve situational awareness for both in-room and remote collaborators. Oblong supplies Mezzanine systems to Fortune 500 enterprise customers and is a Cisco Solutions Plus integration partner. Learn more at www.oblong.com
Forward looking and cautionary statements
This press release and any oral statements made regarding the subject of this release contain forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities that Oblong assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. Oblong’s actual
results may differ materially from its expectations, estimates and projections, and consequently you should not rely on these forward-looking statements as predictions of future events. Without limiting the generality of the foregoing, forward-looking statements contained in this press release include statements relating to (i) the availability of sufficient capital resources to fund the Company’s operations for the next 12 months following the date of this release, including through cost reduction initiatives or additional financing sources, (ii) the Company’s potential future growth and financial performance, and (iii) the success of its products and services. The forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events, and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements. A list and description of these and other risk factors can be found in the Company’s Annual Report on Form 10-K for the year ending December 31, 2019 and in other filings made by the Company with the SEC from time to time, including the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020. Any of these factors could cause Oblong’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, the Company can give no assurance that its future results will be as estimated. The Company does not intend to, and disclaims any obligation to, correct, update or revise any information contained herein.
Investor Relations Contact:
Brett Maas
Hayden IR, LLC
646-536-7331
OBLONG, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value, stated value, and shares)
| March 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| (Unaudited) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 2,059 | $ | 4,602 |
| Inventory | 1,439 | 1,816 | ||
| Accounts receivable, net | 4,209 | 2,543 | ||
| Prepaid expenses and other current assets | 1,098 | 965 | ||
| Total current assets | 8,805 | 9,926 | ||
| Property and equipment, net | 1,091 | 1,316 | ||
| Goodwill | 7,366 | 7,907 | ||
| Intangibles, net | 11,961 | 12,572 | ||
| Operating lease - right of use asset, net | 2,602 | 3,117 | ||
| Other assets | 128 | 71 | ||
| Total assets | $ | 31,953 | $ | 34,909 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Current portion of long-term debt, net of discount | $ | 3,550 | $ | 2,664 |
| Accounts payable | 921 | 647 | ||
| Accrued expenses and other current liabilities | 1,262 | 1,752 | ||
| Deferred revenue | 2,673 | 1,901 | ||
| Current portion of operating lease liabilities | 1,294 | 1,294 | ||
| Total current liabilities | 9,700 | 8,258 | ||
| Long-term liabilities: | ||||
| Long-term debt, net of current portion and net of discount | 1,991 | 2,843 | ||
| Operating lease liabilities, net of current portion | 1,487 | 2,020 | ||
| Other long-term liabilities | — | 3 | ||
| Total long-term liabilities | 3,478 | 4,866 | ||
| Total liabilities | 13,178 | 13,124 | ||
| Total stockholders’ equity | 18,775 | 21,785 | ||
| Total liabilities and stockholders’ equity | $ | 31,953 | $ | 34,909 |
OBLONG, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data) (Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2020 | 2019 | |||||
| Revenue | $ | 5,328 | $ | 2,594 | ||
| Cost of revenue (exclusive of depreciation and amortization) | 5,374 | 1,675 | ||||
| Gross profit | 2,954 | 919 | ||||
| Operating expenses: | ||||||
| Research and development | 1,327 | 213 | ||||
| Sales and marketing | 1,220 | 33 | ||||
| General and administrative | 2,028 | 1,112 | ||||
| Impairment charges | 541 | — | ||||
| Depreciation and amortization | 815 | 159 | ||||
| Total operating expenses | 5,931 | 1,517 | ||||
| Loss from operations | (2,977 | ) | (598 | ) | ||
| Interest and other expense, net | (154 | ) | — | |||
| Foreign exchange gain | 2 | — | ||||
| Interest and other expense, net | (152 | ) | — | |||
| Net loss | (3,129 | ) | (598 | ) | ||
| Preferred stock dividends | 4 | 15 | ||||
| Net loss attributable to common stockholders | $ | (3,133 | ) | $ | (613 | ) |
| Net loss attributable to common stockholders per share: | ||||||
| Basic and diluted net loss per share | $ | (0.60 | ) | $ | (0.12 | ) |
| Weighted-average number of shares of common stock: | ||||||
| Basic and diluted | 5,204 | 5,104 |
GAAP to Non-GAAP Reconciliation:
| Net loss | $ | (3,129 | ) | $ | (598 | ) |
|---|---|---|---|---|---|---|
| Depreciation and amortization | 815 | 159 | ||||
| Interest and other expense, net | 152 | — | ||||
| Impairment charges | 541 | — | ||||
| Merger expenses | — | 261 | ||||
| Severance | 40 | — | ||||
| Stock-based compensation | 32 | 29 | ||||
| Adjusted EBITDA loss | $ | (1,549 | ) | $ | (149 | ) |