AI
Monday, November 13, 2006 9:13:09 AM
Here is the 10 Q
Form 10-Q for E DIGITAL CORP
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13-Nov-2006
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW AND UNDER THE SUB-HEADING, "BUSINESS RISKS." SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2006.
Cautionary Note on Forward Looking Statements
In addition to the other information in this report, the factors listed below should be considered in evaluating our business and prospects. This prospectus contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates," "believes," "expects," "intends," "future" and similar expressions identify forward-looking statements. Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.
General
We are a holding company that operates through our wholly-owned California subsidiary of the same name and is incorporated under the laws of Delaware. We provide engineering services, product reference designs and technology platforms to customers focusing on the digital video/audio and player/recorder markets. We have innovated a proprietary secure digital video/audio technology platform ("DVAP") that can be applied to produce complex consumer electronic products. In 2003 our DVAP was applied to an in-flight entertainment ("IFE") device, the digEplayer(TM), for one customer. To date, we have delivered over 9,250 digEplayers for airline use.
In December 2005 we announced our latest proprietary DVAP device, the eVU(TM) mobile entertainment device. The rugged eVU features sharp images on a 7" high resolution LCD screen, a 40 GB hard drive, high audio fidelity, dual stereo headphone jacks, embedded credit card reader/processor, touch screen capabilities, full feature graphical user interface, patent-pending hardware security technology, and 10 hours of high resolution video playback on a single battery charge. We also have the capability to add features and customize the product for select customers.
Our primary strategy for future quarters is to produce branded eVU devices for customer orders. eVU is targeted at business opportunities for secure hard drive-based closed system video products loaded with desirable movie, television, music, informational, and educational content, rented or provided to customers. We are focused on U.S. and international companies in the healthcare, military, and travel and leisure industries who desire to brand and market eVU to consumers at their facilities. We have developed logistic and secure content solutions to enable customers to rapidly deploy, operate and maintain eVUs for target customers. In addition to offering eVUs for sale we expect to provide eVU solutions on a periodic payment program. We commenced initial eVU deliveries to select target customers in the first fiscal quarter and commercial quantities are expected to ship in the third fiscal quarter of 2007.
We also believe we have a potentially important portfolio of patents for licensing related to the use of flash memory in portable devices and we are investigating monetizing our patent portfolio. We have engaged an intellectual property consultant and are consulting with outside legal firms and are evaluating the licensing potential of our patents to the cell phone, PDA/Pocket PC, portable A/V recorder, digital camera, camcorder and other portable device industries.
In October 2006 we received delivery from our contract manufacturer, Maycom Co., Ltd. ("Maycom") of the delayed 1,250 unit digEplayer order as further described in Note 9 to our interim statements above. At this time we do not believe reversal of the impairment charge of $603,750 expensed to cost of revenues at the end of fiscal 2006 is appropriate as delivery has not yet been accepted by digEcor and accordingly this would be a gain contingency. We expect to recognize the revenue related to the units and reverse the impairment charge upon acceptance of the units by digEcor. Although this may not end the litigation, we believe the delivery of these units removes the potential obligation to refund customer deposits and reduces the likelihood of any other monetary damages.
As of the date of this report we had an order backlog of approximately $1.0 million for eVU units and accessories. We believe the majority of the backlog will ship to customers in the third quarter ending December 31, 2006. Backlog orders are subject to modification, cancellation or rescheduling by our customers. Future shipments may also be delayed due to production delays, component shortages and other production and delivery related issues.
Overall Performance
We have incurred significant operating losses and negative cash flow from operations in the current period and in each of the last three fiscal years and these losses have been material. We have an accumulated deficit of $79,919,438 and a working capital deficit of $3,768,107 at September 30, 2006. Our operating plans require additional funds which may take the form of debt or equity financings. There can be no assurance that any additional funds will be available to our company on satisfactory terms and conditions, if at all. Our company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving a profitable level of operations and obtaining additional financing.
Management of our company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) controlling overhead and expenses; (b) expanding sales and marketing to business customers and markets and (c) raising additional capital and/or obtaining third party financing.
For the six months ended September 30, 2006:
o Our revenues were $34,122. Sales to two customer accounted for 76% and 16% of our revenues and our results have been highly dependent on the timing and quantity of eVU orders by this customer and the potential of other airline customers. At September 30, 2006 we had approximately $0.8 million of orders in production for this customer but delivery by our contractor is behind schedule and not assured (See Note 9. Litigation, above). Although we expect growing orders for eVU players in future quarters we do not expect future digEplayer orders selected for a replacement product. The failure to obtain eVU orders or delays of future orders could have a material impact on our operations.
o We recorded a gross profit of $4,912 compared to a gross profit of $582,573 for the six months of 2006. Gross profit decreased due to the decrease in product being completed and shipped and the digEcor litigation that has hindered the closing of the volume eVU orders. We anticipate improved margins once product is in full production with our contract manufacturer.
o Operating expenses were $1.6 million, an increase from $1.4 million for the first six months of 2006 consisting primarily from the adoption of SFAS 123R in which the company recognized approximately $105,000 as stock-based compensation expense and approximately $101,000 for preproduction costs incurred in the development of the eVU product.
o Other income and expenses were a net expense of $1.2 million consisting primarily of non-cash interest of $0.8 million related to amortization of warrants issued with debt and $0.2 million as warrant inducement expense.
o Our net loss increased to $ 2.8 million from $1.1 million for the prior six months ended September 30, 2005.
Our monthly cash operating costs have been on average approximately $220,000 per month for the period ending September 30, 2006. However, we may increase expenditure levels in future periods to support and expand our revenue opportunities and continue advanced product and technology research and development. The introduction of the eVU will also require additional expenditures, the amount and timing not currently estimable by management. Accordingly, our losses are expected to continue until such time as we are able to realize revenues and margins sufficient to cover our costs of operations. We may also face unanticipated technical or manufacturing obstacles and face warranty and other risks in our business See Part II, Item 1A (Risk Factors) below.
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, estimates are evaluated, including those related to revenue recognition, allowance for doubtful accounts, and intangible assets, taxes, impairment of long-lived assets, product warranty, stock-based compensation, and contingencies and litigation. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There has been no material change to our critical accounting policies and estimates from the information provided in our Form 10-K for March 31, 2006, except for the adoption of SFAS No. 123(R).
We do not have off-balance sheet arrangements, financings, or relationships with unconsolidated entities or other persons, also known as "special purposes entities" (SPEs).
Results of Operations
Six months ended September 30, 2006 compared to six months ended September 30, 2005
For the six months ended September 30, 2006, we reported total revenues of $34,122, a 99% decrease from total revenues of $2,988,348 for the six months of fiscal 2006. Product revenues for six months ending September 30, 2006 were also $34,122, a 99% decrease from product revenues of $2,949,749 for the six months ending September 30, 2005. The decrease in product revenue for the first six months ending September 30, 2006, resulted from the digEplayer order delay described further in Note 9 above, no new orders for digEplayers and no significant revenues from eVU due to its very recent introduction. We expect growing orders for eVU players in future quarters but do not expect future digEplayer orders as our customer has announced an alternative supplier has been selected for a replacement product.
We had no service revenues for the six months ended September 30, 2006 as we focused on our internally developed eVU product. We had services revenues of $38,599 for the comparable six months of the prior year.
Cost of sales includes manufacturing costs for products sold, operation costs associated with product support and other costs associated with the delivery of engineering support and services. Cost of sales for the six months ended September 30, 2006 consisted of $29,210 of product costs and $0 of service costs, consisting primarily of manufacturing costs associated with the production of in-flight entertainment devices that were shipped in the period. Cost of sales for the six months ended September 30, 2005 consisted of $2,400,900 of product costs and $4,875 of service costs, consisting mostly of research and development labor funded in part by OEM development agreements.
Gross profit for the first six months of fiscal 2007 was $4,912 compared to a gross profit of $582,573 for the first six months of fiscal 2006. Gross profit as a percent of sales for the first six months of fiscal 2007 was 14% compare to 19.5% for the same period last year. Gross profit percentage is highly dependent on sales, price, volume, purchasing costs and overhead allocations. Gross margins may vary significantly from period to period. At the present time, warranty costs are not significant.
Selling, general and administrative expenses include payroll, employee benefits, and other costs associated with finance, customer support functions, facilities, stock-based compensation and depreciation expenses. Selling, general and administrative costs for the six months ended September 30, 2006, was $813,054 compared to $735,384 for the first six months of fiscal 2006. The increase of $77,670 can be attributed to an increase of stock-based compensation expense of $66,021. Recent quarterly selling and administrative expenses have been relatively constant as we maintained staffing levels and had no significant outside selling costs. However in the future we may incur additional legal costs associated with current litigation and additional costs to comply with Section 404 of the Sarbanes-Oxley Act. We anticipate quarterly selling and administrative expenses to be constant as we are focused on business customer opportunities.
Research and development expenses include payroll, employee benefits, and other costs associated with product development. Research and development expenses also include third-party development and programming costs. Research and related expenditures for the six months ended September 30, 2006 were $754,249, as compared to $650,244 for the six months ended September 30, 2005. The increase of $104,005 can be attributed to the increase in preproduction costs of $101,369, an increase of $15,775 in personnel and related costs offset by a decrease of $24,905 for consulting and professional services. Research and development costs are subject to significant quarterly variations depending on the use of outside services, the assignment of engineers to development projects, reimbursement by OEM contracts and the availability of financial resources.
We reported an operating loss of $1,562,391 for the six months ended September 30, 2006 as compared to an operating loss of $803,056 for the six months ended September 30, 2005. The increase in operating loss resulted from the decrease in gross profit for the six month period and by the increase of $759,335 in operating expenses. We believe, but we cannot guarantee, that our strategy of investing in digital video/audio platform developments with supply or royalty provisions will provide positive margins in future periods. The timing and amount of product sales and the recognition of contract service revenues impact our operating losses. Accordingly, there is uncertainty about future operating results and the results for the six months are not necessarily indicative of operating results for future periods or the fiscal year.
We reported a loss for the six months of the current fiscal year of $2,729,038 as compared to a loss of $1,029,901 for the prior year's six months. For the six months ended September 30, 2006, we incurred interest expense of $945,965 as compared to $232,992 for the comparable period in the prior year. This included non-cash amortization of debt discount of $784,378 and $118,076 for the six months ended September 30, 2006 and 2005, respectively. We also recorded a warrant inducement expense for $230,709 representing the fair value of the 2,331,572 New Warrants issued as an inducement for early exercise.
The loss available to common stockholders for the six months ended September 30, 2006 and 2005 was $2,795,672 and $1,115,586 respectively. Included in the loss available to common stockholders for the six months ending September 30, 2006 and 2005 was accrued dividends of $66,634 and $85,685 respectively on preferred stock.
Three months ended September 30, 2006 compared to six months ended September 30, 2005
For the second quarter of fiscal 2007, we reported total revenues of $13,017 a 99% decrease from total revenues of $1,990,139 for the second quarter of fiscal 2006. Product revenues for the quarter ending September 30, 2006 decreased to $13,017 compared to $1,984,019 for the second quarter ending September 30, 2005.
Service revenues for the second quarter of fiscal 2007 were $0 compared to $6,120 for the comparable period of the prior year.
Cost of sales for the three months ended September 30, 2006 consisted of $12,598 of product costs primarily for manufacturing costs associated with the production of in-flight entertainment devices that were shipped in the period. Cost of sales for the three months ended September 30, 2005 consisted of $1,578,258 of product costs and $0 of service costs.
Gross profit for the second quarter of fiscal 2007 was $419 compared to a gross profit of $411,881 for the second quarter of fiscal 2006. Gross profit as a percent of sales for the first quarter of fiscal 2007 was 3% compared to 21% for the same period last year.
Selling, general and administrative costs for the three months ended September 30, 2006, was $477,485 compared to $396,740 for the second quarter of fiscal 2006. The $80,745 increase can be attributed to an increase of $34,588 for stock-based compensation expense, an increase of $162,968 in legal and accounting costs offset by a decrease of $36,671 in personnel and related costs and a decrease of $105,535 in shareholder relations due to the timing of the annual shareholders meeting.
Research and related expenditures for the three months ended September 30, 2006 were $401,640, as compared to $288,323 for the three months ended September 30, 2005. The increase of $113,317 can be attributed to the increase of $56,850 in preproduction costs associated with the eVU production units, an increase of $13,943 in stock-based compensation costs and an increase of $41,647 for consulting and professional services.
We reported an operating loss of $878,706 for the three months ended September 30, 2006, as compared to an operating loss of $273,183 for the three months ended September 30, 2005. The 222% increase in operating loss resulted primarily from the decrease of revenue and the increase in total operating expense.
We reported interest expense of $498,555 for the three months ended September 30, 2006 versus $111,676 for the prior comparable period. This included non-cash amortization of debt discount of $416,700 and $60,031 for the three months ended September 30, 2006 and 2005, respectively. We also recorded a warrant inducement expense for $230,709 representing the fair value of the 2,331,572 New Warrants issued as an inducement for early exercise.
We reported a loss for the second quarter of fiscal 2007 of $1,605,462 as compared to a loss of $382,625 for the prior second quarter of fiscal 2006. The loss attributable to common stockholders for the three months ended September 30, 2006 and 2005 was $1,638,388 and $425,210, respectively. Included in the loss available to common stockholders for the period ending September 30, 2006 were accrued dividends on the preferred stock of $32,926. Included in the loss available to Common Stockholders for the period ending September 30, 2005 were accrued dividends on the preferred stock of $42,585.
Liquidity and Capital Resources
At September 30, 2006, we had a working capital deficit of $3,768,107 compared to a working capital deficit of $2,516,367 at March 31, 2006. Cash used in operating activities for the six month period ended September 30, 2006 was $1,321, 568 resulting primarily from the $2,729,037 loss for the period, a decrease of $2,414 in accounts receivable, an increase of $27,340 in prepaid expenses, an increase of $46,565 in inventory, an increase of $256,742 in accounts payable, a decrease of $61,372 in other accounts payable and accrued liabilities and an increase of $76,185 in customer deposits.
During the six months ended September 30, 2006, the Company purchased no additional property and equipment.
For the six months ended September 30, 2006 and 2005, cash provided by and used in financing activities was $894,058 and $8,540, respectively with cash provided from the exercise of warrants and used for principal payments on notes.
At September 30, 2006, we had a minimal amount in accounts receivable as compared to $2,670 at March 31, 2006. The decrease in receivables can be attributed to the Company's policy to grant payment upon receipt terms to our customers. Receivables can vary dramatically due to the timing of product shipments and contract arrangements on development agreements.
At September 30, 2006, we had cash and cash equivalents of $631, 213. Other than cash and cash equivalents, we have no material unused sources of liquidity at this time. We have no material commitments for capital expenditures or resources. Based on our cash position and assuming currently planned expenditures and level of operation, we believe we will require approximately $1.5 million of additional funds for the next twelve months of operations. We will also be required to renegotiate the terms or make payments on our 15% unsecured debt of approximately $1.1 million due at December 31, 2006 and our $1.3 million of convertible debt if it is not converted prior to maturity at December 31, 2006. However, actual results could differ significantly from management plans. We believe we may be able to obtain some additional funds from future product margins from product sales but actual future margins to be realized, if any, and the timing of shipments and the amount and quantities of shipments, orders and reorders are subject to many factors and risks, many outside our control. Accordingly we will need to seek equity or debt financing in the next twelve months for working capital and we may need to seek equity or debt financing for payment of existing debt obligations and other obligations reflected on our balance sheet.
There can be no guarantee that we will be able to raise additional equity or debt financing, if required, and/or renegotiate the terms of debts as they arise. We may also require additional capital to finance future developments and improvements to our technologies or develop new technologies.
Should additional funds not be available, we may be required to curtail or scale back staffing or operations. Failure to obtain additional financings will have a material adverse affect on our Company. Potential sources of such funds include exercise of outstanding warrants and options, or debt financing or additional equity offerings. However, there is no guarantee that warrants and options will be exercised or that debt or equity financing will be available when needed. Any future financing may be dilutive to existing stockholders.
As of September 30, 2006, our contractual obligations and commercial commitments are summarized below:
Less than 1
Cash Contractual Obligations by Period Total year 1 - 2 years 2 - 3 years Over 3 years
12% Subordinated Convertible
Promissory Notes (1) $1,339,000 $1,339,000 $ -- $ -- $ --
15% Unsecured Promissory Notes (2) 993,471 993,471 -- -- --
Operating Lease (3) 358,262 34,834 144,253 153,038 26,137
---------- ---------- ---------- ---------- ----------
Total cash obligations $2,690,733 $2,367,305 $ 144,253 $ 153,038 $ 26,137
========== ========== ========== ========== ==========
1 Includes estimated interest to maturity at December 31, 2006 and that the notes are not converted to common stock.
2 Includes two 15% unsecured notes and estimated future interest payments to maturity at December 31, 2006.
3 Office sublease agreement.
Future Commitments and Financial Resources We have an accrued lease liability of $515,000 that arose in the normal course of business for equipment delivered to the Company. This amount is approximately ten years old. The accrued lease liability reflects management's best estimate of amounts due for matters in dispute. Settlement of this liability may either be more or less than the amount recorded in the audited consolidated financial statements and accordingly may be subject to measurement uncertainty in the near term.
In the future, if our operations increase significantly, we may require additional funds. We also may require additional capital to finance future developments, acquisitions or expansion of facilities. We currently have no plans, arrangements or understandings regarding any acquisitions.
In March 2006, we entered into a sixty-two month lease, commencing June 1, 2006, for approximately 4,800 square feet at 16770 West Bernardo Drive, San Diego, California with an aggregate payment of $5,805 excluding utilities and costs. The aggregate payments adjust annually with maximum aggregate payments totaling $6,535 in the fifty-first through the sixty-second month.
We believe this facility is adequate to meet our needs for the next twelve months given current plans. However should we expand our operations, we may be required to obtain additional space or alternative space. We believe there is adequate availability of office space in the general vicinity to meet our future needs.
Form 10-Q for E DIGITAL CORP
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13-Nov-2006
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
THE FOLLOWING DISCUSSION INCLUDES FORWARD-LOOKING STATEMENTS WITH RESPECT TO THE COMPANY'S FUTURE FINANCIAL PERFORMANCE. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED AND FROM HISTORICAL RESULTS DEPENDING UPON A VARIETY OF FACTORS, INCLUDING THOSE DESCRIBED BELOW AND UNDER THE SUB-HEADING, "BUSINESS RISKS." SEE ALSO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2006.
Cautionary Note on Forward Looking Statements
In addition to the other information in this report, the factors listed below should be considered in evaluating our business and prospects. This prospectus contains a number of forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below and elsewhere herein, that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates," "believes," "expects," "intends," "future" and similar expressions identify forward-looking statements. Readers are cautioned to consider the specific factors described below and not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof.
General
We are a holding company that operates through our wholly-owned California subsidiary of the same name and is incorporated under the laws of Delaware. We provide engineering services, product reference designs and technology platforms to customers focusing on the digital video/audio and player/recorder markets. We have innovated a proprietary secure digital video/audio technology platform ("DVAP") that can be applied to produce complex consumer electronic products. In 2003 our DVAP was applied to an in-flight entertainment ("IFE") device, the digEplayer(TM), for one customer. To date, we have delivered over 9,250 digEplayers for airline use.
In December 2005 we announced our latest proprietary DVAP device, the eVU(TM) mobile entertainment device. The rugged eVU features sharp images on a 7" high resolution LCD screen, a 40 GB hard drive, high audio fidelity, dual stereo headphone jacks, embedded credit card reader/processor, touch screen capabilities, full feature graphical user interface, patent-pending hardware security technology, and 10 hours of high resolution video playback on a single battery charge. We also have the capability to add features and customize the product for select customers.
Our primary strategy for future quarters is to produce branded eVU devices for customer orders. eVU is targeted at business opportunities for secure hard drive-based closed system video products loaded with desirable movie, television, music, informational, and educational content, rented or provided to customers. We are focused on U.S. and international companies in the healthcare, military, and travel and leisure industries who desire to brand and market eVU to consumers at their facilities. We have developed logistic and secure content solutions to enable customers to rapidly deploy, operate and maintain eVUs for target customers. In addition to offering eVUs for sale we expect to provide eVU solutions on a periodic payment program. We commenced initial eVU deliveries to select target customers in the first fiscal quarter and commercial quantities are expected to ship in the third fiscal quarter of 2007.
We also believe we have a potentially important portfolio of patents for licensing related to the use of flash memory in portable devices and we are investigating monetizing our patent portfolio. We have engaged an intellectual property consultant and are consulting with outside legal firms and are evaluating the licensing potential of our patents to the cell phone, PDA/Pocket PC, portable A/V recorder, digital camera, camcorder and other portable device industries.
In October 2006 we received delivery from our contract manufacturer, Maycom Co., Ltd. ("Maycom") of the delayed 1,250 unit digEplayer order as further described in Note 9 to our interim statements above. At this time we do not believe reversal of the impairment charge of $603,750 expensed to cost of revenues at the end of fiscal 2006 is appropriate as delivery has not yet been accepted by digEcor and accordingly this would be a gain contingency. We expect to recognize the revenue related to the units and reverse the impairment charge upon acceptance of the units by digEcor. Although this may not end the litigation, we believe the delivery of these units removes the potential obligation to refund customer deposits and reduces the likelihood of any other monetary damages.
As of the date of this report we had an order backlog of approximately $1.0 million for eVU units and accessories. We believe the majority of the backlog will ship to customers in the third quarter ending December 31, 2006. Backlog orders are subject to modification, cancellation or rescheduling by our customers. Future shipments may also be delayed due to production delays, component shortages and other production and delivery related issues.
Overall Performance
We have incurred significant operating losses and negative cash flow from operations in the current period and in each of the last three fiscal years and these losses have been material. We have an accumulated deficit of $79,919,438 and a working capital deficit of $3,768,107 at September 30, 2006. Our operating plans require additional funds which may take the form of debt or equity financings. There can be no assurance that any additional funds will be available to our company on satisfactory terms and conditions, if at all. Our company's ability to continue as a going concern is in substantial doubt and is dependent upon achieving a profitable level of operations and obtaining additional financing.
Management of our company has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) controlling overhead and expenses; (b) expanding sales and marketing to business customers and markets and (c) raising additional capital and/or obtaining third party financing.
For the six months ended September 30, 2006:
o Our revenues were $34,122. Sales to two customer accounted for 76% and 16% of our revenues and our results have been highly dependent on the timing and quantity of eVU orders by this customer and the potential of other airline customers. At September 30, 2006 we had approximately $0.8 million of orders in production for this customer but delivery by our contractor is behind schedule and not assured (See Note 9. Litigation, above). Although we expect growing orders for eVU players in future quarters we do not expect future digEplayer orders selected for a replacement product. The failure to obtain eVU orders or delays of future orders could have a material impact on our operations.
o We recorded a gross profit of $4,912 compared to a gross profit of $582,573 for the six months of 2006. Gross profit decreased due to the decrease in product being completed and shipped and the digEcor litigation that has hindered the closing of the volume eVU orders. We anticipate improved margins once product is in full production with our contract manufacturer.
o Operating expenses were $1.6 million, an increase from $1.4 million for the first six months of 2006 consisting primarily from the adoption of SFAS 123R in which the company recognized approximately $105,000 as stock-based compensation expense and approximately $101,000 for preproduction costs incurred in the development of the eVU product.
o Other income and expenses were a net expense of $1.2 million consisting primarily of non-cash interest of $0.8 million related to amortization of warrants issued with debt and $0.2 million as warrant inducement expense.
o Our net loss increased to $ 2.8 million from $1.1 million for the prior six months ended September 30, 2005.
Our monthly cash operating costs have been on average approximately $220,000 per month for the period ending September 30, 2006. However, we may increase expenditure levels in future periods to support and expand our revenue opportunities and continue advanced product and technology research and development. The introduction of the eVU will also require additional expenditures, the amount and timing not currently estimable by management. Accordingly, our losses are expected to continue until such time as we are able to realize revenues and margins sufficient to cover our costs of operations. We may also face unanticipated technical or manufacturing obstacles and face warranty and other risks in our business See Part II, Item 1A (Risk Factors) below.
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, estimates are evaluated, including those related to revenue recognition, allowance for doubtful accounts, and intangible assets, taxes, impairment of long-lived assets, product warranty, stock-based compensation, and contingencies and litigation. These estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There has been no material change to our critical accounting policies and estimates from the information provided in our Form 10-K for March 31, 2006, except for the adoption of SFAS No. 123(R).
We do not have off-balance sheet arrangements, financings, or relationships with unconsolidated entities or other persons, also known as "special purposes entities" (SPEs).
Results of Operations
Six months ended September 30, 2006 compared to six months ended September 30, 2005
For the six months ended September 30, 2006, we reported total revenues of $34,122, a 99% decrease from total revenues of $2,988,348 for the six months of fiscal 2006. Product revenues for six months ending September 30, 2006 were also $34,122, a 99% decrease from product revenues of $2,949,749 for the six months ending September 30, 2005. The decrease in product revenue for the first six months ending September 30, 2006, resulted from the digEplayer order delay described further in Note 9 above, no new orders for digEplayers and no significant revenues from eVU due to its very recent introduction. We expect growing orders for eVU players in future quarters but do not expect future digEplayer orders as our customer has announced an alternative supplier has been selected for a replacement product.
We had no service revenues for the six months ended September 30, 2006 as we focused on our internally developed eVU product. We had services revenues of $38,599 for the comparable six months of the prior year.
Cost of sales includes manufacturing costs for products sold, operation costs associated with product support and other costs associated with the delivery of engineering support and services. Cost of sales for the six months ended September 30, 2006 consisted of $29,210 of product costs and $0 of service costs, consisting primarily of manufacturing costs associated with the production of in-flight entertainment devices that were shipped in the period. Cost of sales for the six months ended September 30, 2005 consisted of $2,400,900 of product costs and $4,875 of service costs, consisting mostly of research and development labor funded in part by OEM development agreements.
Gross profit for the first six months of fiscal 2007 was $4,912 compared to a gross profit of $582,573 for the first six months of fiscal 2006. Gross profit as a percent of sales for the first six months of fiscal 2007 was 14% compare to 19.5% for the same period last year. Gross profit percentage is highly dependent on sales, price, volume, purchasing costs and overhead allocations. Gross margins may vary significantly from period to period. At the present time, warranty costs are not significant.
Selling, general and administrative expenses include payroll, employee benefits, and other costs associated with finance, customer support functions, facilities, stock-based compensation and depreciation expenses. Selling, general and administrative costs for the six months ended September 30, 2006, was $813,054 compared to $735,384 for the first six months of fiscal 2006. The increase of $77,670 can be attributed to an increase of stock-based compensation expense of $66,021. Recent quarterly selling and administrative expenses have been relatively constant as we maintained staffing levels and had no significant outside selling costs. However in the future we may incur additional legal costs associated with current litigation and additional costs to comply with Section 404 of the Sarbanes-Oxley Act. We anticipate quarterly selling and administrative expenses to be constant as we are focused on business customer opportunities.
Research and development expenses include payroll, employee benefits, and other costs associated with product development. Research and development expenses also include third-party development and programming costs. Research and related expenditures for the six months ended September 30, 2006 were $754,249, as compared to $650,244 for the six months ended September 30, 2005. The increase of $104,005 can be attributed to the increase in preproduction costs of $101,369, an increase of $15,775 in personnel and related costs offset by a decrease of $24,905 for consulting and professional services. Research and development costs are subject to significant quarterly variations depending on the use of outside services, the assignment of engineers to development projects, reimbursement by OEM contracts and the availability of financial resources.
We reported an operating loss of $1,562,391 for the six months ended September 30, 2006 as compared to an operating loss of $803,056 for the six months ended September 30, 2005. The increase in operating loss resulted from the decrease in gross profit for the six month period and by the increase of $759,335 in operating expenses. We believe, but we cannot guarantee, that our strategy of investing in digital video/audio platform developments with supply or royalty provisions will provide positive margins in future periods. The timing and amount of product sales and the recognition of contract service revenues impact our operating losses. Accordingly, there is uncertainty about future operating results and the results for the six months are not necessarily indicative of operating results for future periods or the fiscal year.
We reported a loss for the six months of the current fiscal year of $2,729,038 as compared to a loss of $1,029,901 for the prior year's six months. For the six months ended September 30, 2006, we incurred interest expense of $945,965 as compared to $232,992 for the comparable period in the prior year. This included non-cash amortization of debt discount of $784,378 and $118,076 for the six months ended September 30, 2006 and 2005, respectively. We also recorded a warrant inducement expense for $230,709 representing the fair value of the 2,331,572 New Warrants issued as an inducement for early exercise.
The loss available to common stockholders for the six months ended September 30, 2006 and 2005 was $2,795,672 and $1,115,586 respectively. Included in the loss available to common stockholders for the six months ending September 30, 2006 and 2005 was accrued dividends of $66,634 and $85,685 respectively on preferred stock.
Three months ended September 30, 2006 compared to six months ended September 30, 2005
For the second quarter of fiscal 2007, we reported total revenues of $13,017 a 99% decrease from total revenues of $1,990,139 for the second quarter of fiscal 2006. Product revenues for the quarter ending September 30, 2006 decreased to $13,017 compared to $1,984,019 for the second quarter ending September 30, 2005.
Service revenues for the second quarter of fiscal 2007 were $0 compared to $6,120 for the comparable period of the prior year.
Cost of sales for the three months ended September 30, 2006 consisted of $12,598 of product costs primarily for manufacturing costs associated with the production of in-flight entertainment devices that were shipped in the period. Cost of sales for the three months ended September 30, 2005 consisted of $1,578,258 of product costs and $0 of service costs.
Gross profit for the second quarter of fiscal 2007 was $419 compared to a gross profit of $411,881 for the second quarter of fiscal 2006. Gross profit as a percent of sales for the first quarter of fiscal 2007 was 3% compared to 21% for the same period last year.
Selling, general and administrative costs for the three months ended September 30, 2006, was $477,485 compared to $396,740 for the second quarter of fiscal 2006. The $80,745 increase can be attributed to an increase of $34,588 for stock-based compensation expense, an increase of $162,968 in legal and accounting costs offset by a decrease of $36,671 in personnel and related costs and a decrease of $105,535 in shareholder relations due to the timing of the annual shareholders meeting.
Research and related expenditures for the three months ended September 30, 2006 were $401,640, as compared to $288,323 for the three months ended September 30, 2005. The increase of $113,317 can be attributed to the increase of $56,850 in preproduction costs associated with the eVU production units, an increase of $13,943 in stock-based compensation costs and an increase of $41,647 for consulting and professional services.
We reported an operating loss of $878,706 for the three months ended September 30, 2006, as compared to an operating loss of $273,183 for the three months ended September 30, 2005. The 222% increase in operating loss resulted primarily from the decrease of revenue and the increase in total operating expense.
We reported interest expense of $498,555 for the three months ended September 30, 2006 versus $111,676 for the prior comparable period. This included non-cash amortization of debt discount of $416,700 and $60,031 for the three months ended September 30, 2006 and 2005, respectively. We also recorded a warrant inducement expense for $230,709 representing the fair value of the 2,331,572 New Warrants issued as an inducement for early exercise.
We reported a loss for the second quarter of fiscal 2007 of $1,605,462 as compared to a loss of $382,625 for the prior second quarter of fiscal 2006. The loss attributable to common stockholders for the three months ended September 30, 2006 and 2005 was $1,638,388 and $425,210, respectively. Included in the loss available to common stockholders for the period ending September 30, 2006 were accrued dividends on the preferred stock of $32,926. Included in the loss available to Common Stockholders for the period ending September 30, 2005 were accrued dividends on the preferred stock of $42,585.
Liquidity and Capital Resources
At September 30, 2006, we had a working capital deficit of $3,768,107 compared to a working capital deficit of $2,516,367 at March 31, 2006. Cash used in operating activities for the six month period ended September 30, 2006 was $1,321, 568 resulting primarily from the $2,729,037 loss for the period, a decrease of $2,414 in accounts receivable, an increase of $27,340 in prepaid expenses, an increase of $46,565 in inventory, an increase of $256,742 in accounts payable, a decrease of $61,372 in other accounts payable and accrued liabilities and an increase of $76,185 in customer deposits.
During the six months ended September 30, 2006, the Company purchased no additional property and equipment.
For the six months ended September 30, 2006 and 2005, cash provided by and used in financing activities was $894,058 and $8,540, respectively with cash provided from the exercise of warrants and used for principal payments on notes.
At September 30, 2006, we had a minimal amount in accounts receivable as compared to $2,670 at March 31, 2006. The decrease in receivables can be attributed to the Company's policy to grant payment upon receipt terms to our customers. Receivables can vary dramatically due to the timing of product shipments and contract arrangements on development agreements.
At September 30, 2006, we had cash and cash equivalents of $631, 213. Other than cash and cash equivalents, we have no material unused sources of liquidity at this time. We have no material commitments for capital expenditures or resources. Based on our cash position and assuming currently planned expenditures and level of operation, we believe we will require approximately $1.5 million of additional funds for the next twelve months of operations. We will also be required to renegotiate the terms or make payments on our 15% unsecured debt of approximately $1.1 million due at December 31, 2006 and our $1.3 million of convertible debt if it is not converted prior to maturity at December 31, 2006. However, actual results could differ significantly from management plans. We believe we may be able to obtain some additional funds from future product margins from product sales but actual future margins to be realized, if any, and the timing of shipments and the amount and quantities of shipments, orders and reorders are subject to many factors and risks, many outside our control. Accordingly we will need to seek equity or debt financing in the next twelve months for working capital and we may need to seek equity or debt financing for payment of existing debt obligations and other obligations reflected on our balance sheet.
There can be no guarantee that we will be able to raise additional equity or debt financing, if required, and/or renegotiate the terms of debts as they arise. We may also require additional capital to finance future developments and improvements to our technologies or develop new technologies.
Should additional funds not be available, we may be required to curtail or scale back staffing or operations. Failure to obtain additional financings will have a material adverse affect on our Company. Potential sources of such funds include exercise of outstanding warrants and options, or debt financing or additional equity offerings. However, there is no guarantee that warrants and options will be exercised or that debt or equity financing will be available when needed. Any future financing may be dilutive to existing stockholders.
As of September 30, 2006, our contractual obligations and commercial commitments are summarized below:
Less than 1
Cash Contractual Obligations by Period Total year 1 - 2 years 2 - 3 years Over 3 years
12% Subordinated Convertible
Promissory Notes (1) $1,339,000 $1,339,000 $ -- $ -- $ --
15% Unsecured Promissory Notes (2) 993,471 993,471 -- -- --
Operating Lease (3) 358,262 34,834 144,253 153,038 26,137
---------- ---------- ---------- ---------- ----------
Total cash obligations $2,690,733 $2,367,305 $ 144,253 $ 153,038 $ 26,137
========== ========== ========== ========== ==========
1 Includes estimated interest to maturity at December 31, 2006 and that the notes are not converted to common stock.
2 Includes two 15% unsecured notes and estimated future interest payments to maturity at December 31, 2006.
3 Office sublease agreement.
Future Commitments and Financial Resources We have an accrued lease liability of $515,000 that arose in the normal course of business for equipment delivered to the Company. This amount is approximately ten years old. The accrued lease liability reflects management's best estimate of amounts due for matters in dispute. Settlement of this liability may either be more or less than the amount recorded in the audited consolidated financial statements and accordingly may be subject to measurement uncertainty in the near term.
In the future, if our operations increase significantly, we may require additional funds. We also may require additional capital to finance future developments, acquisitions or expansion of facilities. We currently have no plans, arrangements or understandings regarding any acquisitions.
In March 2006, we entered into a sixty-two month lease, commencing June 1, 2006, for approximately 4,800 square feet at 16770 West Bernardo Drive, San Diego, California with an aggregate payment of $5,805 excluding utilities and costs. The aggregate payments adjust annually with maximum aggregate payments totaling $6,535 in the fifty-first through the sixty-second month.
We believe this facility is adequate to meet our needs for the next twelve months given current plans. However should we expand our operations, we may be required to obtain additional space or alternative space. We believe there is adequate availability of office space in the general vicinity to meet our future needs.
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