Delaware
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001-33720
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33-1135689
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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800 S. Commerce Street
Las Vegas, NV |
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89106
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702-701-9514
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(Address of principal executive offices)
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(Zip Code)
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report.)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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MARK
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The NASDAQ Stock Market LLC
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 1.02.
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Termination of a Material Definitive Agreement.
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Item 2.02
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Results of Operations and Financial Condition.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description
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Remark Holdings, Inc.
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Date:
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May 28, 2020
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By:
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/s/ Kai-Shing Tao
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Name:
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Kai-Shing Tao
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Title:
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Chief Executive Officer
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Re:
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Warrant to Purchase Common Stock, issued September 20, 2016, as amended
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•
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Partnered with Hanvon Technology, a publicly-listed Chinese systems integrator that won the master retail contract, to transform China Mobile’s 17,800 corporate stores into smart retail stores. The first phase of this partnership with Hanvon is expected to bring $50.0 million of revenue to the company over the three-year life of the project. At the end of 2019, implementations began across 2,000 retail outlets, with projections to be in over 5,000 stores in 2020. Phase Two of the project is out to bid, and the Company is a finalist.
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•
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Expanded smart campus solutions, which provide attendance management and temperature screening, beyond Hangzhou into two additional large cities in China, Chongqing and Chengdu, and now deploying at 50 schools per month. Plans are to accelerate as schools resume classes, with an opportunity to serve China’s more than 160,000 K-5 schools.
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•
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Launched a repurposed version of the company’s thermal imaging products for hospitals and businesses following the outbreak of COVID-19 in China. The experience gained in China is currently being deployed in the United States across many industries including casinos, restaurants, malls, law enforcement agencies and hospitality providers.
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•
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Revenue for fiscal 2019 was $5.0 million, down from $10.1 million during fiscal 2018. Regulatory changes in China's financial services market caused the company to discontinue its FinTech services during 2018, which was responsible for $3.7 million of the revenue decline. Remark's revenue from AI-based solutions fell by $0.7 million during the year as a result of factors such as the celebrations related to the 70th anniversary of the founding of the People’s Republic of China, the ongoing US-China trade war which caused disruption in supply chain management, extended project testing and customization work on larger projects and, finally, working capital constraints. Additionally, the company's advertising and other revenue decreased $0.6 million due to the sale of banks.com and the company's other personal financial services Internet domains in 2018, the effects of which were partially offset by a modest increase in e-commerce sales.
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•
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Total cost and expense for 2019 was $27.8 million, a decrease from the $54.6 million reported in 2018. The decrease is primarily attributable to a $12.4 million decrease in stock-based compensation expense due the 2018 fiscal year including a large grant to the company's CEO, while no such large grant occurred in 2019. A decrease in cost of sales as a result of the discontinuation of FinTech services also significantly contributed to the cost and expense decrease, while declines in payroll and related cost as a result of headcount reductions also contributed to the decrease. The cost and expense decreases were partially offset by an increase of approximately $2.1 million in the bad debt allowance resulting from an increased risk that certain trade receivables may not be fully collected, and a $0.3 million increase in impairment charges.
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•
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Operating loss declined to $22.8 million in fiscal 2019 from $44.5 million in fiscal 2018 commensurate with the cost and expense declines.
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•
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Net loss from continuing operations totaled $23.0 million or $0.52 per diluted share in the fiscal year ended December 31, 2019, compared to a net loss from continuing operations of $18.6 million, or $0.48 per diluted share in the fiscal year ended December 31, 2018.
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•
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At December 31, 2019, the cash and cash equivalents balance was $0.3 million, compared to a cash position of $1.4 million at December 31, 2018. Cash declined primarily due to timing of payments related to elements of working capital, offsetting proceeds from common stock issuances.
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•
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Earlier today Remark paid MGG approximately $12.7 million, representing full settlement of all loan principal, accrued but unpaid interest and accrued but unpaid service fees outstanding under the financing agreement, plus reasonable costs and expenses incurred by MGG to settle the account. As a result of the full repayment, all liens on the company's assets, including the investment in Sharecare, were removed.
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December 31,
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2019
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2018
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Assets
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Cash and cash equivalents
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$
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272
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$
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1,410
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Trade accounts receivable, net
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1,964
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5,762
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Prepaid expense and other current assets
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4,623
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7,907
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Notes receivable, current
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—
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100
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Assets of disposal group, current
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—
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28,966
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Total current assets
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6,859
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44,145
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Property and equipment, net
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341
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2,075
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Operating lease assets
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4,359
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—
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Investments in unconsolidated affiliates
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1,935
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2,005
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Intangibles, net
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509
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1,010
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Other long-term assets
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824
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450
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Assets of disposal group, long-term
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—
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44,123
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Total assets
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$
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14,827
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$
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93,808
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Liabilities and Stockholders’ Equity
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Accounts payable
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$
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8,126
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$
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5,675
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Accrued expense and other current liabilities
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14,326
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16,812
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Contract liability
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313
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132
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Note payable
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3,000
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3,000
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Current maturities of long-term debt, net of unamortized discount and debt issuance cost
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12,025
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35,314
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Liabilities of disposal group, current
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—
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41,648
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Total current liabilities
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37,790
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102,581
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Operating lease liabilities, long-term
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4,650
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—
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Warrant liability
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115
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1,383
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Other liabilities
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—
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2,934
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Liabilities of disposal group, long-term
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—
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34
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Total liabilities
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42,555
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106,932
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Commitments and contingencies
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Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued
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—
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—
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Common stock, $0.001 par value; 100,000,000 shares authorized: 51,055,159 and 39,053,312 shares issued and outstanding; each at December 31, 2019 and 2018, respectively
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51
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39
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Additional paid-in-capital
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319,275
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308,018
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Accumulated other comprehensive loss
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(227
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)
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32
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Accumulated deficit
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(346,827
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(321,213
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)
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Total stockholders’ equity (deficit)
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(27,728
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(13,124
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Total liabilities and stockholders’ equity
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$
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14,827
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$
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93,808
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Year Ended December 31,
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2019
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2018
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Revenue, net
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$
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5,020
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$
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10,053
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Cost and expense
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Cost of revenue (excluding depreciation and amortization)
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3,514
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12,903
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Sales and marketing
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3,003
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4,308
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Technology and development
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3,573
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4,393
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General and administrative
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14,174
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28,521
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Depreciation and amortization
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982
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2,089
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Impairments
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2,522
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2,209
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Other operating expense
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6
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130
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Total cost and expense
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27,774
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54,553
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Operating loss from continuing operations
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(22,754
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(44,500
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)
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Other income (expense)
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Interest expense
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(1,876
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(3,237
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Other income, net
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530
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267
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Change in fair value of warrant liability
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1,268
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27,879
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Other gain (loss)
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(172
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886
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Total other income (expense), net
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(250
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25,795
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Loss from continuing operations before income tax
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(23,004
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(18,705
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Benefit from income taxes
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—
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140
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Loss from continuing operations
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(23,004
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(18,565
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Loss from discontinued operations, net of tax
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(2,610
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)
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(2,993
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Net loss
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$
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(25,614
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$
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(21,558
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Other comprehensive income (loss)
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Foreign currency translation adjustments
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(259
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(83
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Comprehensive loss
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$
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(25,873
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$
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(21,641
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Weighted-average shares outstanding, basic and diluted
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44,432
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39,053
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Net loss per share, basic and diluted
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Continuing operations
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$
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(0.52
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$
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(0.48
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Discontinued operations
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(0.06
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(0.07
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Consolidated
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$
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(0.58
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$
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(0.55
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