|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
Delaware
|
58-2028246
|
|
|
(State
of
|
(I.R.S.
Employer
|
|
|
incorporation)
|
Identification
No.)
|
|
520
Guthridge Ct., Suite 250
|
||
|
Norcross,
Georgia 30092
|
(770)
242-7566
|
|
|
(Address
of principal executive offices)
|
(Issuer’s
telephone number)
|
|
Large
accelerated filer o
|
Accelerated
filer o
|
|
|
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Smaller
reporting company x
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Page
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|||
|
PART
I.
|
FINANCIAL INFORMATION | ||
|
Item
1.
|
Financial
Statements:
|
||
|
Condensed
Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December
31, 2009
|
3
|
||
|
Condensed
Consolidated Statements of Operations for the Three and Six Months Ended
June 30, 2010 and 2009 (unaudited)
|
4
|
||
|
Condensed
Consolidated Statements of Cash Flows for the Six Months Ended June 30,
2010 and 2009 (unaudited)
|
5
|
||
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
6
|
||
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
20
|
|
| Item 4T. |
Controls
and Procedures
|
20
|
|
|
PART
II.
|
OTHER INFORMATION | ||
|
Item
6.
|
Exhibits
|
20
|
|
|
June 30,
|
December 31,
|
|||||||
|
2010 (unaudited)
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current assets
|
||||||||
|
Cash
|
$ | 24,766 | $ | 18,596 | ||||
|
Accounts
receivable
|
12,781 | 30,549 | ||||||
|
Inventory
|
18,857 | 19,128 | ||||||
|
Prepaid
expenses and other current assets
|
14,179 | 20,173 | ||||||
|
Interest
receivable
|
1,263 | 4,603 | ||||||
|
Total
current assets
|
71,846 | 93,049 | ||||||
|
Certificate
of deposit-restricted
|
- | 29,911 | ||||||
|
Property
and equipment, net
|
37,861 | 60,176 | ||||||
|
Right
to license intellectual property, net
|
8,719 | 8,719 | ||||||
|
Note
receivable, net of deferred revenue of $363,789 and $400,000,
respectively
|
- | - | ||||||
|
Total
assets
|
$ | 118,426 | $ | 191,855 | ||||
|
LIABILITIES
AND STOCKHOLDERS’DEFICIT
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 351,862 | $ | 222,457 | ||||
|
Accrued
expenses
|
69,445 | 100,374 | ||||||
|
Deferred
revenue
|
26,188 | 29,638 | ||||||
|
Derivative
liabilities
|
72,078 | 518 | ||||||
|
Notes
payable, net
|
387,138 | 562,250 | ||||||
|
Total
current liabilities
|
906,711 | 915,237 | ||||||
|
Derivative
liabilities
|
788,952 | 136,231 | ||||||
|
Deferred
rent payable
|
19,005 | 20,459 | ||||||
|
Total
liabilities
|
1,714,668 | 1,071,927 | ||||||
|
Commitments
and contingencies
|
||||||||
|
Stockholders'
Deficit:
|
||||||||
|
Preferred
stock, $.00025 par value; 10,000,000 shares authorized;
|
||||||||
|
Series
A Convertible: 770,000 shares designated; 672,664 outstanding; liquidation
value of $2,017,992
|
167 | 167 | ||||||
|
Series
B Convertible: 4,700 shares designated; 4,264 outstanding; liquidation
value of $3,198,000
|
1 | 1 | ||||||
|
Series
C Convertible: 7,900 shares designated; 5,534 outstanding; liquidation
value of $4,150,000
|
14 | 14 | ||||||
|
Common
stock, 400,000,000 shares authorized; $.001 par value; 15,090,902 and
13,725,921 issued and outstanding
|
15,090 | 13,726 | ||||||
|
Additional
paid-in capital
|
80,759,533 | 79,832,011 | ||||||
|
Accumulated
deficit
|
(82,371,047 | ) | (80,725,991 | ) | ||||
|
Total
stockholders' deficit
|
(1,596,242 | ) | (880,072 | ) | ||||
|
Total
liabilities and stockholders’ deficit
|
$ | 118,426 | $ | 191,855 | ||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
|
June 30
|
June 30
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Software
licenses
|
$ | 5,900 | $ | 1,000 $ | 52,575 | $ | 76,321 | |||||||||
|
Service
and hardware
|
52,497 | 19,103 | 98,041 | 195,068 | ||||||||||||
|
Total
revenues
|
58,397 | 20,103 | 150,616 | 271,389 | ||||||||||||
|
Cost
of revenues:
|
||||||||||||||||
|
Software
licenses
|
- | - | - | 300 | ||||||||||||
|
Service
and hardware
|
25,953 | 6,146 | 42,492 | 114,116 | ||||||||||||
|
Total
cost of revenues
|
25,953 | 6,146 | 42,492 | 114,416 | ||||||||||||
|
Gross
profit
|
32,444 | 13,956 | 108,124 | 156,973 | ||||||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general, and administrative
|
258,444 | 595,628 | 596,288 | 1,374,278 | ||||||||||||
|
Research
and development
|
69,367 | 289,008 | 171,468 | 600,873 | ||||||||||||
|
Total
operating expenses
|
327,811 | 884,636 | 767,756 | 1,975,151 | ||||||||||||
|
Loss
from Operations
|
(295,367 | ) | (870,680 | ) | (659,632 | ) | (1,818,178 | ) | ||||||||
|
Other
income/(expenses):
|
||||||||||||||||
|
Amortization
of debt discount-warrant fair value and note conversion
feature
|
(219,648 | ) | (80,408 | ) | (355,339 | ) | (80,408 | ) | ||||||||
|
Finance
expense
|
- | (956,960 | ) | |||||||||||||
|
Amortization
of debt issuance costs
|
- | (5,781 | ) | - | (5,781 | ) | ||||||||||
|
Gain/(loss)
on derivative liabilities
|
1,375,601 | (160,706 | ) | 1,072,175 | (101,506 | ) | ||||||||||
|
Interest
income
|
5,838 | 3,825 | 11,691 | 9,810 | ||||||||||||
|
Interest
expense
|
(24,309 | ) | (12,173 | ) | (53,087 | ) | (12,593 | ) | ||||||||
|
Total
other income/(expense), net
|
1,137,482 | (255,243 | ) | (281,520 | ) | (190,478 | ) | |||||||||
|
Net
Income/(loss)
|
842,115 | (1,125,923 | ) | (941,152 | ) | (2,008,656 | ) | |||||||||
|
Dividends
on convertible preferred stock paid in common stock
|
(38,500 | ) | (359,338 | ) | (38,500 | ) | (359,338 | ) | ||||||||
|
Deemed
dividend on convertible preferred stock
|
(72,541 | ) | - | (665,404 | ) | - | ||||||||||
|
Net
income/(loss) attributable to common stockholders
|
$ | 731,074 | $ | (1,485,261 | ) | (1,645,056 | ) | $ | (2,367,994 | ) | ||||||
|
Net
income/(loss) per common share, basic and diluted:
|
||||||||||||||||
|
Basic
|
$ | 0.05 | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.22 | ) | |||||
|
Diluted
|
$ | 0.01 | $ | (0.14 | ) | $ | (0.12 | ) | $ | (0.22 | ) | |||||
|
Weighted
average shares outstanding:
|
||||||||||||||||
|
Basic
|
13,821,655 | 10,935,736 | 13,799,354 | 10,883,077 | ||||||||||||
|
Diluted
|
64,882,399 | 10,935,736 | 13,799,354 | 10,883,077 | ||||||||||||
|
Six
Months Ended
|
||||||||
|
June 30,
|
||||||||
|
2010
|
2009
|
|||||||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES:
|
||||||||
|
Net
loss
|
$ | (941,152 | ) | $ | (2,008,656 | ) | ||
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||
|
Issuance
of common stock for services
|
- | 3,255 | ||||||
|
Depreciation
and amortization
|
23,418 | 38,974 | ||||||
|
Impairment
of right to license intellectual property
|
- | 18,499 | ||||||
|
Amortization
of debt discounts
|
355,339 | 80,408 | ||||||
|
Finance
expense
|
956,960 | - | ||||||
|
Stock-based
compensation
|
221,234 | 424,687 | ||||||
|
(Gain)/loss
on derivative liabilities
|
(1,072,175 | ) | 101,506 | |||||
|
Loss
on disposal of property
|
- | 6,513 | ||||||
|
Changes
in operating assets and liabilities
|
208,343 | 167,991 | ||||||
|
Net
cash used in operating activities
|
(248,033 | ) | (1,166,822 | ) | ||||
|
CASH
FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
|
Purchases
of property and equipment
|
(1,103 | ) | (18,267 | ) | ||||
|
Redemption
of certificate of deposit
|
30,306 | - | ||||||
|
Net
cash provided by/(used) in investing activities
|
29,203 | (18,267 | ) | |||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Net
proceeds from notes payable issuance
|
225,000 | 537,329 | ||||||
|
Net
cash provided by financing activities
|
225,000 | 537,329 | ||||||
|
Increase/(decrease)
in cash and cash equivalents
|
6,170 | (647,760 | ) | |||||
|
Cash
and cash equivalents, beginning of the period
|
18,596 | 997,048 | ||||||
|
Cash
and cash equivalents, end of the period
|
$ | 24,766 | $ | 349,288 | ||||
|
Supplemental
schedule of non-cash investing and financing activities:
|
||||||||
|
Refinancing
of notes payable and accrued interest
|
$ | 646,295 | $ | - | ||||
|
Common
shares issued for notes payable extension
|
$ | 3,748 | $ | - | ||||
|
Issuance
of common stock for payment of preferred stock dividends
|
$ | 38,500 | $ | 359,338 | ||||
|
For the
|
||||
|
three months ended
June 30, 2010
|
||||
|
Basic
net income attributable to common stockholders
|
||||
|
Numerator:
|
||||
|
Basic
net income attributable to common shareholders
|
$ | 731,074 | ||
|
Convertible
debt interest
|
$ | 23,741 | ||
|
Amortization
of debt discounts
|
$ | 219,648 | ||
|
Gain
on derivative liabilities due to convertible debt
|
$ | ( 325,565 | ) | |
|
Deemed
preferred dividend on convertible preferred stock
|
$ | 72,541 | ||
|
Dividends
on convertible preferred stock paid in common stock
|
$ | 38,500 | ||
|
Net
income available to common stockholders
|
$ | 759,939 | ||
|
Weighted
average basic shares outstanding
|
13,821,655 | |||
|
Net
income per basic share
|
$ | 0.05 | ||
|
Denominator:
|
||||
|
Weighted
average basic shares outstanding
|
13,821,655 | |||
|
Weighted
average effect of dilutive securities:
|
||||
|
Convertible
preferred stock
|
34,876,086 | |||
|
Convertible
debt
|
16,184,658 | |||
|
Weighted
average diluted shares outstanding
|
64,882,339 | |||
|
Net
income per diluted share
|
$ | 0.01 | ||
|
June 30, 2010
|
June 30, 2009
|
|||||||
|
Options
|
6,774,700 | 7,270,950 | ||||||
|
Warrants
|
62,948,795 | 28,427,465 | ||||||
|
Convertible
Preferred Stock
|
36,059,048 | 22,286,656 | ||||||
|
Convertible
Notes Payable
|
18,186,954 | 1,529,156 | ||||||
|
Total
|
123,969,497 | 59,514,227 | ||||||
|
|
·
|
The
Master Note bears interest at the rate of 12% per annum, is payable
December 31, 2010 (“Maturity Date”) and can be pre-paid at any
time. Accrued interest is payable in cash on the Maturity
Date.
|
|
|
·
|
The
Maturity Date of the Master Note may be extended by the Company for two
30-day periods. If the Company elects to extend the Maturity
Date, the Company will pay a 5% Extension Fee at the conclusion of each
such 30-day Extension Period, payable at the option of the Company in cash
or the Company’s common stock. If the Extension fee is paid in
common stock, the common stock will be deemed to have a value per share
equal to the greater of $0.375 or the 10-day simple average of closing
prices on the Over The Counter Bulletin Board (“OTCBB”) for the 10 trading
days preceding the date the payment is
due.
|
|
|
·
|
The
Master Note is secured by all of the Company’s cash and cash equivalents,
accounts and notes receivable, prepaid assets, and
equipment. The Master Note and Participation Interests will be
convertible into equity securities on the following
terms:
|
|
|
·
|
If
the Company closes a “Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest on the Master Note will automatically convert into shares of the
“Next Equity Financing Securities” the Company issues. “Next
Equity Financing Securities” means the type and class of equity securities
that the Company sells in a Qualifying Next Equity Financing or a
Non-Qualifying Next Equity Financing. If the Company sells a
unit comprising a combination of equity securities, then the Next Equity
Financing Securities shall be deemed to constitute that
unit. Upon conversion, the Company would issue that number of
shares of Next Equity Financing Securities equal the quotient obtained by
dividing the then-outstanding balance of principal and accrued interest on
the Master Note by the price per share of the Next Equity Financing
Securities.
|
|
|
·
|
If
the Company closes a “Non-Qualifying Next Equity Financing” before the
Maturity Date, the then-outstanding balance of principal and accrued
interest represented by a Participation Interest can be converted, at the
option and election of the investor, into shares of the “Next Equity
Financing Securities” the Company
issues.
|
|
|
·
|
A
“Qualifying Next Equity Financing” means the first bona fide equity
financing (or series of related equity financing transactions) occurring
subsequent to the date of issue of the Master Note in which the Company
sells and issues any securities for total consideration totaling not less
than $2.0 million in the aggregate (including the principal balance and
accrued but unpaid interest to be converted on all our outstanding
Participation Interests in the Master Note) at a price per share for
equivalent shares of common stock that is not greater than $0.05 per
share.
|
|
|
·
|
A
“Non-Qualifying Next Equity Financing” means that the Company completes a
bona fide equity financing but fails to raise total consideration of at
least $2.0 million, or
the price per share for equivalent shares of common stock is greater than
$0.05 per share.
|
|
|
·
|
At
any time prior to payment in full of this Note, an Investor may convert
all, but not less than all, of such Investors interest in this Note (as
represented by such Investor’s Participation Interest) into that number of
shares of the Company’s common stock equal to (A) the principal balance
plus accrued but unpaid interest hereunder due and payable to the investor
in accordance with such Investor’s Participation Interest, divided by
$0.05.
|
|
Assumptions
|
||||
|
Risk-free
rate
|
1.79%-2.38 | % | ||
|
Annual
rate of dividends
|
0 | |||
|
Volatility
|
106.0%-110.8 | % | ||
|
Average
life
|
5
years
|
|||
|
Assumptions
|
||||
|
Risk-free
rate
|
0.22%-0.33 | % | ||
|
Annual
rate of dividends
|
0 | |||
|
Volatility
|
105.5%-110.8 | % | ||
|
Term
of notes
|
6-11
months
|
|||
|
|
·
|
Series
A changes from 4 shares common per one share of preferred to 6.5 shares
common
|
|
|
·
|
Series
B changes from 2,000 shares common per one share of preferred to 3,234
shares common
|
|
|
·
|
Series
C changes from 2,000 shares common per one share of preferred to 3,234
shares common
|
|
|
·
|
Series
A from 2,690,656 to 4,372,316
|
|
|
·
|
Series
B from 8,528,000 to 13,789,766
|
|
|
·
|
Series
C from 11,068,000 to 17,896,956
|
|
For the six months ended June
30,
|
||||||||
|
Assumptions
|
2010
|
2009
|
||||||
|
Risk-free
rate
|
1.44 | % | 1.90 | % | ||||
|
Annual
rate of dividends
|
0 | % | 0 | % | ||||
|
Volatility
|
113.4 | % | 107.8 | % | ||||
|
Average
life
|
3.6
years
|
5
years
|
||||||
|
Weighted-
Average
|
Weighted-Average
Remaining
|
|||||||||||
|
Shares
|
Exercise Price
|
Term (in years)
|
||||||||||
|
Outstanding
January 1, 2010
|
6,894,700 | $ | 0.67 | |||||||||
|
Granted
|
785,000 | $ | 0.05 | |||||||||
|
Exercised
|
- | $ | - | |||||||||
|
Terminated
|
- | $ | - | |||||||||
|
Expired
|
(250 | ) | $ | 4.70 | ||||||||
|
Forfeited
|
(904,750 | ) | $ | 0.54 | ||||||||
|
Outstanding
at June 30, 2010
|
6,774,700 | $ | 0.63 | 6.6 | ||||||||
|
Exercisable
at June 30, 2010
|
4,772,528 | $ | 0.72 | 5.8 | ||||||||
|
June 30,
|
Dec. 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
2005
Warrants:
|
||||||||
|
Risk-free
rate
|
0.17 | % | 0.20 | % | ||||
|
Annual
rate of dividends
|
0 | 0 | ||||||
|
Volatility
|
106.0 | % | 113.4 | % | ||||
|
Weighted
Average life (years)
|
0.08 | 0.5 | ||||||
|
2009
Warrants:
|
||||||||
|
Risk-free
rate
|
1.79 | % | 2.69 | % | ||||
|
Annual
rate of dividends
|
0 | 0 | ||||||
|
Volatility
|
106.0 | % | 113.4 | % | ||||
|
Weighted
Average life (years)
|
3.9 | 4.4 | ||||||
|
2010
Warrants:
|
||||||||
|
Risk-free
rate
|
1.79 | % | - | |||||
|
Annual
rate of dividends
|
0 | - | ||||||
|
Volatility
|
106.0 | % | - | |||||
|
Weighted
Average life (years)
|
4.6-5.0 | - | ||||||
|
2010 Convertible Notes
Payable
|
||||||||
|
Risk-free
rate
|
0.22 | % | - | |||||
|
Annual
rate of dividends
|
0 | - | ||||||
|
Volatility
|
106.0 | % | - | |||||
|
Weighted
Average life (years)
|
0.5 | - | ||||||
|
Total
Fair Value
|
$ | 861,030 | $ | 136,749 | ||||
|
Fair Value Measurements at June 30, 2010
|
||||||||||||||||
|
Total Carrying
Value at June
30, 2010
|
Quoted prices
in active
markets
(Level 1)
|
Significant
other
observable
inputs (Level 2)
|
Significant
unobservable
inputs (Level 3)
|
|||||||||||||
|
Derivative
liabilities
|
$ | 861,030 | $ | - | $ | - | $ | 861,030 | ||||||||
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Beginning
balance
|
$ | (2,143,430 | ) | $ | (51,463 | ) | $ | (136,749 | ) | $ | (110,663 | ) | ||||
|
Net
unrealized gain/(loss) on derivative
financial instruments
|
1,375,601 | (160,706 | ) | 1,072,175 | (101,506 | ) | ||||||||||
|
New
derivative liabilities issued
|
(93,201 | ) | (450,770 | ) | (1,796,456 | ) | (450,770 | ) | ||||||||
|
Ending
balance
|
$ | (861,030 | ) | $ | (662,939 | ) | $ | (861,030 | ) | $ | (662,939 | ) | ||||
|
|
·
|
Series
A changes from 6.5 shares common per one share of preferred to 6.54 shares
common
|
|
|
·
|
Series
B changes from 3,234 shares common per one share of preferred to 3,270
shares common
|
|
|
·
|
Series
C changes from 3,234 shares common per one share of preferred to 3,270
shares common
|
|
|
·
|
Series
A from 4,372,316 to 4,399,223
|
|
|
·
|
Series
B from 13,789,766 to 13,943,280
|
|
|
·
|
Series
C from 17,896,956 to 18,096,180
|
|
|
·
|
Revenue
recognition.
We follow the guidance of the ASC 605-10-599 which provides for
revenue to be recognized when (i) persuasive evidence of an arrangement
exists, (ii) delivery or installation has been completed, (iii) the
customer accepts and verifies receipt, and (iv) collectability is
reasonably assured. Certain judgments affect the application of
its revenue policy. Revenue consists of the sale of device
control software and related maintenance contracts on these
systems. Revenue on the sale of hardware is recognized upon
shipment. The Company generally recognizes revenue from Device
ManagerTM
software sales upon shipment as it sells the product to audiovisual
integrators, net of estimated returns and discounts. Revenue on
maintenance contracts is recognized over the term of the related
contract.
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·
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Capitalized
software development costs. Our policy on
capitalized software development costs determines the timing of our
recognition of certain development costs. In addition, this policy
determines whether the cost is classified as development expense or is
capitalized. Software development costs incurred after technological
feasibility has been established are capitalized and amortized, commencing
with product release, using the greater of the income forecast method or
on a straight-line basis over the useful life of the product. Management
is required to use professional judgment in determining whether research
and development costs meet the criteria for immediate expense or
capitalization. We did not capitalize any software and research and
development costs during either 2010 or 2009 and all assets were fully
amortized by December 31, 2006. Our research and development
efforts during 2009 and 2010 primarily involved product improvements to
our Device Manager and Video Visitation products to improve their
functionality and ease of use for end
users.
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·
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Derivative
Financial Instruments. We do not use derivative
instruments to hedge exposures to cash flow, market or foreign currency
risks and we evaluates all of our financial instruments to determine if
such instruments are derivatives or contain features that qualify as
embedded derivatives. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value and is then re-valued at each reporting date,
with changes in the fair value reported in the condensed consolidated
statements of operations. For stock-based derivative financial
instruments, we use the Black-Scholes option pricing model to value the
derivative instruments at inception and on subsequent valuation
dates. The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity,
is evaluated at the end of each reporting period. Derivative
instrument liabilities are classified in the balance sheet as current or
non-current based on the term of the underlying derivative
instrument. See Note 9 to our condensed consolidated
financial statements.
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Exhibit No.
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Description
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3.1*
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Certificate
of Incorporation as amended through March 8, 2007 (2006
10-KSB)
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3.2*
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Amended
Bylaws of the Company as presently in use (S-18 No. 1, Exhibit
3.2)
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10.9*
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Triton
Business Development Services Engagement Agreement dated January 31, 2007
(2006 10-KSB)
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31.1
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Certification
of the Chief Executive Officer pursuant to Exchange Act Rule
13a-14(a).
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|
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31.2
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Certification
of the Chief Financial Officer pursuant to Exchange Act Rule
13a-14(a).
|
|
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32.1
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Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2
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Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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SIMTROL,
INC.
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Date:
August 23, 2010
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/s/ Oliver M. Cooper III
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Chief
Executive Officer
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(Principal
executive officer)
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/s/ Stephen N. Samp
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|
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Chief
Financial Officer
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|
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(Principal
financial and accounting
officer)
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