SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about Symbolic Logic's industry, management's beliefs, and certain assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases, words such as "anticipates," "expects," "intends," "plans," "believes," "estimates," variations of these words, and similar expressions are intended to identify forward-looking statements. In addition, statements about the potential effects of the COVID-19 pandemic on the Company's businesses, results of operations and financial condition may constitute forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 11, 2022, under "Item 1A. Risk Factors" as well as additional risks in our other filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements.

OVERVIEW

On December 31, 2021, the Company closed on the terms of the Equity Purchase Agreement (the "Equity Purchase Agreement") and two Software Purchase Agreements (the "Software Purchase Agreements" and, together with the Equity Purchase Agreement and the other transaction documents described therein, the "Purchase Agreements") dated as of October 15, 2021, with subsidiaries and affiliates of PartnerOne Capital, Inc. (the "Purchasers"). The Purchase Agreements provided for the sale and transfer of substantially all of the Company's operating subsidiaries and all of its assets that provided real-time digital engagement solutions and services in the areas of real-time analytics, customer acquisition and activation, customer value management and loyalty for the telecom industry to the Purchasers for an aggregate purchase price of $40 million (subject to adjustment as set forth in the Equity Purchase Agreement). The Purchase Agreements included customary terms and conditions, including an adjustment to the purchase price based on the Company's cash and cash equivalents on hand as of the closing date and provisions that require the Company to indemnify the Purchasers for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreements and certain other matters. The Company received cash proceeds of $36.0 million and may receive up to an additional $2.5 million in consideration pursuant to the terms of an escrow agreement entered into in connection with the Equity Purchase Agreement.

Simultaneously with the approval by the board of directors of the Company to execute the Purchase Agreements, the board formed a subcommittee of the board (the "Investment Committee") to evaluate options to maximize the value of the Company's assets, which, following the closing of the transactions contemplated under the Purchase Agreements, will consist primarily of cash and cash equivalents. The board of directors has authorized the Investment Committee to retain such counsel, experts, consultants or other professionals as the Investment Committee shall deem appropriate from time to time to aid the Investment Committee in the performance of its duties.

Following the sale of its assets in real-time digital engagement solutions and services in December 2021, the Company has decided to evaluate new areas of business which included two initial areas of product focus. The two areas of focus are in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. Additionally, the Company maintains an extensive background in mergers and acquisitions ("M&A") activity. The Company plans to use cash assets, and network of relationships to acquire businesses and/or assets, as well as consider strategic partnerships.

RECENT DEVELOPMENTS

We reported a net loss from continuing operations of $2.2 million and $0.4 million for the three months ended June 30, 2022 and 2021, respectively and $2.7 million and $1.7 million for the six months ended June 30, 2022 and 2021, respectively.



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COVID-19

The COVID-19 global outbreak caused instability and volatility in multiple markets throughout the world. We have leveraged our ability to work remotely resulting in limited effect on our day to day operations.

NAME CHANGE

On April 12, 2022, Evolving Systems, Inc. filed with the Secretary of State of Delaware Certificate of Amendment to amend its Certificate of Incorporation to change the Company's name from "Evolving Systems, Inc." to "Symbolic Logic, Inc." effective as of April 12, 2022. The Company also amended and restated its Bylaws to change all Company references from "Evolving Systems, Inc." to "Symbolic Logic, Inc." No other amendments were made to the Certificate of Incorporation or Bylaws.

NASDAQ

On December 9, 2021, we received a letter from the Nasdaq Capital Market ("NASDAQ") regarding the Equity Purchase Agreement and the two Software Purchase Agreements entered into by the Company pursuant to which we sold all of our assets. The staff requested certain information from the Company regarding its on-going business. We provided a response to the staff on January 7, 2022. We received a follow up request from the NASDAQ for additional information and we provided a response to the staff on February 15, 2022.

On April 13, 2022, Symbolic Logic Inc. f/k/a Evolving Systems, Inc. notified the NASDAQ of its intention to voluntarily withdraw its common stock, par value $0.001 per share (the "Common Stock"), from listing on Nasdaq. The Company filed a Form 25 with the Securities and Exchange Commission on Monday, April 25, 2022, relating to delisting the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended, to be effective ten days thereafter. After delisting, the Common Stock may be quoted on the OTC Pink Open Market.

TENDER OFFERING

On May 23, 2022, the Company announced a modified Dutch auction tender offer to purchase with cash up to $9.6 million of shares of its common stock which expired on June 23, 2022. Based on the final count by the depository for the tender offer, a total of 1,501,192 shares of common stock were validly tendered and not validly withdrawn at or below the price of $1.55 per share. The Company accepted all of these shares of common stock for purchase at the purchase price of $1.55 per share, for a total cost of $2.3 million, excluding fees and expenses. The total of 1,501,192 shares of common stock accepted for purchase represents approximately 12.2 % of the Company's total shares of common stock outstanding.

GOING CONCERN

We believe our current liquidity from the Purchase Agreements will be sufficient to fund operations and meet the Company's cash needs for future working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of these condensed consolidated financial statements. In making this assessment, we considered our $17.8 million in cash and cash equivalents and our $29.2 million in working capital at June 30, 2022.



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RESULTS OF OPERATIONS

The following table presents our condensed consolidated statements of operations
in comparative format:

                                                     For the Three Months Ended June 30,
                                                  2022         2021       Change         %

                                                      (in thousands, except percentages)
Revenue                                         $       -    $      -    $       -        0.00 %

OPERATING EXPENSES
General and administrative                            936         726          210       28.93 %
Depreciation                                            1           -            1        0.00 %
Total operating expenses                              937         726          211       29.06 %

Loss from operations                                (937)       (726)        (211)       29.06 %

Other income (expense)
Interest income                                       243           2          241    12050.00 %
Interest expense                                        -           -            -    (100.00) %
Other income (expense), net                         (105)         318        (423)    (133.02) %
Realized gain on investments, net                     291           -          291      100.00 %
Unrealized loss on investments, net               (1,660)           -      (1,660)      100.00 %
Other income (expense), net                       (1,231)         320      (1,551)    (484.69) %

Loss from continuing operations before
income taxes                                      (2,168)       (406)      (1,762)      433.99 %
Income tax expense (benefit)                          (6)          24         (30)    (125.00) %
Net loss from continuing operations               (2,162)       (430)      (1,732)      402.79 %
Income from discontinued operations before
income taxes                                            -       1,505      (1,505)    (100.00) %
Income tax expense (benefit) from
discontinued operations                                 -         122        (122)    (100.00) %
Net income from discontinued operations                 -       1,383      (1,383)    (100.00) %
Net (loss) income                               $ (2,162)    $    953    $ (3,115)    (326.86) %


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                                                        For the Six Months Ended June 30,
                                                  2022         2021        Change          %

                                                       (in thousands, except percentages)
Revenue                                         $       -    $       -    $       -        100.00 %

OPERATING EXPENSES
General and administrative                          2,088        1,658          430         25.93 %
Depreciation                                            1            1            -          0.00 %
Total operating expenses                            2,089        1,659          430         25.92 %

Loss from operations                              (2,089)      (1,659)        (430)         25.92 %

Other income (expense)
Interest income                                       579            2          577      28850.00 %
Interest expense                                      (2)            -          (2)      (100.00) %
Other income (expense), net                          (91)          (1)         (90)       9000.00 %
Realized gain on investments, net                     394            -          394        100.00 %
Unrealized loss on investments, net               (1,558)            -      (1,558)        100.00 %
Other income (expense), net                         (678)            1        (679)    (67900.00) %

Loss from continuing operations before
income taxes                                      (2,767)      (1,658)      (1,109)         66.89 %
Income tax expense (benefit)                         (65)            8         (73)      (912.50) %
Net loss from continuing operations               (2,702)      (1,666)      (1,036)         62.18 %
Income from discontinued operations before
income taxes                                            -        1,916      (1,916)      (100.00) %
Income tax expense (benefit) from
discontinued operations                              (49)          213        (262)      (123.00) %
Net income from discontinued operations                49        1,703      (1,654)       (97.12) %
Net (loss) income                               $ (2,653)    $      37    $ (2,690)       7270.27 %


Expenses from Continuing Operations

General and Administrative

General and administrative expenses consist principally of employee-related costs for the following departments: finance, human resources, and certain executive management; facilities costs; and professional and legal fees. General and administrative expenses increased $0.2 million, or 29% to $0.9 million for the three months ended June 30, 2022 from $0.7 million for the three months ended June 30, 2021. There was an increase of $0.4 million of professional fees in bookkeeping and preparation of SEC reports, and fees to our third party asset manager. These costs were partially offset by a $0.2 million decrease of salaries and benefits related to employee departures.

General and administrative expenses increased $0.4 million, or 24% to $2.1 million for the six months ended June 30, 2022 from $1.7 million for the six months ended June 30, 2021. There was an increase of $0.7 million of professional fees and $0.1 million in contractor fees related to use of third party services in bookkeeping and preparation of SEC reports, and fees to our third party asset manager. These costs were partially offset by a $0.3 million decrease of salaries and benefits related to employee departures.

Depreciation

Depreciation expense consists of depreciation of long-lived property and equipment. Depreciation expense remained constant at less than $0.1 million for the three and six months ended June 30, 2022 and 2021.



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Non-Operating Income and Expenses

Interest Expense

Interest expense remained constant at less than $0.1 million in interest expense for the three and six months ended June 30, 2022 and 2021.

Interest Income and Total Other Income (Expense), net

There was interest income and other income of $0.1 million for the three months ended June 30, 2022. Interest and other income was $0.3 million for the three months ended June 30, 2021. The decrease was the result of $0.2 million in expense related to potential claim by the Purchaser on the escrow account. For the three months ended June 30, 2021, the other income of $0.3 million was related to forgiveness of the Paycheck Protection Program Loan.

For the six months ended June 30, 2022, there was interest income and other income of $0.5 million. There was less than $0.1 million in interest income or other income for the six months ended June 30, 2021. The increase was a result of interest earned on investments entered into during 2022, partially offset by $0.2 million in expense related to potential claim by the Purchaser on the escrow account.

Realized Gain on Investments, net

Realized gain on investments, net consists of available for sale and equity securities. Realized gain on investments, net increased $0.3 million, or 100% for the three months ended June 30, 2022, and $0.4 million for the six months ended June 30, 2022. The increase was a result of investments sold by the Company during the six months ended June 30, 2022.

Unrealized Loss on Investments, net

Unrealized loss on investments, net increased $1.7 million, or 100% for the three months ended June 30, 2022 and $1.6 million for the six months ended June 30, 2022. Our unrealized gains and losses on investments each period are a function of changes in the fair value of the investments that we hold as of the current reporting period balance sheet date relative to the preceding balance sheet date. Our unrealized losses during the current period were attributable to decreases in the fair value of our investment holdings during the period.

Income Taxes

We recorded net income tax benefit from continuing operations of less than $0.1 million and net income tax expense from continuing operations less than $0.1 million for the three months ended June 30, 2022 and 2021 respectively. We also recorded net income tax benefit from continuing operations of $0.1 million and net income tax expense from continuing operations less than $0.1 million for the six months ended June 30, 2022 and 2021, respectively.

We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of June 30, 2022, and 2021, we had no liability for unrecognized tax benefits. We do not believe there will be any material changes to our unrecognized tax positions over the next twelve months.

Discontinued Operations

On December 31, 2021, the Company closed on the terms for the sale and transfer of substantially all of the Company's operating subsidiaries and all of its assets. The financial results of discontinued operations primarily reflect the results of our foreign operating subsidiaries conducting business as provider of real-time digital engagement solutions and services of software solutions and services to the wireless carriers throughout the world. This included the Company's portfolio of solutions and services for real-time analytics, customer acquisition and activation, customer value management and loyalty for the telecom industry promoting partnerships into retail and financial services.



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FINANCIAL CONDITION

Our working capital position decreased by $8.5 million to $29.2 million as of June 30, 2022 from $37.7 million as of December 31, 2021. The decrease in working capital is related to the purchase of investments.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed operations through cash flows from operations and bank borrowings. On December 31, 2021, the Company closed on the terms of the Purchase Agreements. Following the sale of its assets in December 2021, the Company researched two initial areas of product focus, each were in research-oriented pre-release mode. The two areas of focus were in the application of self-learning algorithms as well as the symbolic tagging and organizing of physical objects. At June 30, 2022, our principal source of liquidity was $17.8 million in cash and cash equivalents. Our anticipated uses of cash in the future will be to fund the expansion of our business through both organic product development, as well as, possible acquisition activities. Other uses of cash may include investments, capital expenditures, and technology expansion.

Net cash used in operating activities for the six months ended June 30, 2022 was $2.0 million due to net loss of $2.7 million plus an increase in prepaid and other assets of $0.7 million related primarily to accrued interest, and a decrease in income taxes payable of $0.2 million, partially offset by noncash charges of $1.4 million, an increase in accounts payable and accrued liabilities of less than $0.1 million, and increase of escrow liability of $0.2 million. Net cash provided by operating activities for the six months ended June 30, 2021 was $2.5 million due to the net income of less than $0.1 million (offset noncash charges of $0.8 million) increase in unearned revenue of $1.8 million and an increase in accounts payable and accrued liabilities of $0.3 million as well as a decrease in contract receivable of $1.0 million, partially offset by the increase in unbilled work in progress of $0.8 million and income taxes receivable of $0.5 million and an increase in other assets long term of $0.3 million related to the foreign tax credit.

Net cash used in investing activities for the six months ended June 30, 2022 of $17.1 million was primarily due to the purchase of investments of $18.4 million, transaction fees related to prior period disposition of $0.6 million, offset by proceeds on sale of investments of $2.0 million. Net cash used in investing activities for the six months ended June 30, 2021 was $0.1 million and was due to the purchase of property and equipment.

Net cash used in financing activities for the six months ended June 30, 2022 of $2.5 million was due to the retirement of common stock. Net cash used in financing activities was $0.1 million for the six months ended June 30, 2021 and was primarily related to the final principal payments on our term loan.

We believe that our current cash and cash equivalents, together with anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q. In making this assessment we considered the following:

? Our cash and cash equivalents balance at June 30, 2022 of $17.8 million; and

? Our working capital balance at June 30, 2022 of $29.2 million

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have a material current effect or that are reasonably likely to have a material future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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